EXHIBIT 10.3.3
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER THE METABOLIX, INC.
2006 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share: $
[FMV ON GRANT DATE]
Grant Date:
Expiration Date:
[NO MORE THAN 10 YEARS]
Pursuant to the Metabolix, Inc. 2006 Stock Option and Incentive
Plan, as amended through the date hereof (the "Plan"), Metabolix, Inc. (the
"Company") hereby grants to the Optionee named above, who is a Director of
the Company but is not an employee of the Company, an option (the "Stock
Option") to purchase on or prior to the Expiration Date specified above all
or part of the number of shares of Common Stock, par value $0.01 per share
(the "Stock"), of the Company specified above at the Option Exercise Price
per Share specified above subject to the terms and conditions set forth
herein and in the Plan. This Stock Option is not intended to be an
"incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended.
1. EXERCISABILITY SCHEDULE. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Committee to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable
with respect to the following number of Option Shares on the dates indicated:
INCREMENTAL NUMBER OF
OPTION SHARES EXERCISABLE EXERCISABILITY DATE
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Once exercisable, this Stock Option shall continue to be
exercisable at any time or times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan.
2. MANNER OF EXERCISE.
(a) The Optionee may exercise this Stock Option only in the
following manner: from time to time on or prior to the Expiration Date of
this Stock Option, the Optionee may give written notice to the Company of his
or her election to purchase some or all of the Option Shares purchasable at
the time of such notice. This notice shall specify the number of Option
Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by
one or more of the following methods: (i) in cash, by certified or bank check
or other instrument acceptable to the Committee; (ii) through the delivery
(or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan
and that otherwise satisfy any holding periods as may be required by the
Committee; (iii) at the discretion of the Committee, in accordance with a
cashless exercise program established with a securities brokerage firm and
approved by the Committee, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above.
Payment instruments will be received subject to collection.
The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon the Company's
receipt from the Optionee of full payment for the Option Shares, as set forth
above and any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant
to the exercise of Stock Options under the Plan and any subsequent resale of
the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number
of shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the Shares attested to. In the event that the Company
establishes, for itself or using the services of a third party, an automated
system for the exercise of Stock Options, such as a system using an internet
website or interactive voice response, then the paperless exercise of Stock
Options may be permitted through the use of such an automated system.
(b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Committee with all
requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The determination
of the Committee as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to
this Stock Option unless and until this Stock Option shall have been
exercised pursuant to the terms hereof, the Company or the transfer agent
shall have transferred the shares to the Optionee, and the Optionee's name
shall have been
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entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised
is the total number of shares subject to exercise under this Stock Option at
the time.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. TERMINATION AS DIRECTOR. If the Optionee ceases to be a Director of
the Company, the period within which to exercise the Stock Option may be
subject to earlier termination as set forth below.
(a) TERMINATION BY REASON OF DEATH. If the Optionee ceases to be a
Director by reason of the Optionee's death, any exercisable portion of this
Stock Option outstanding on such date may be exercised by his or her legal
representative or legatee for a period of 12 months from the date of death or
until the Expiration Date, if earlier.
(b) OTHER TERMINATION. If the Optionee ceases to be a Director for
any reason other than the Optionee's death, any exercisable portion of this
Stock Option outstanding on such date may be exercised for a period of six
months from the date of termination or until the Expiration Date, if earlier.
4. INCORPORATION OF PLAN. Notwithstanding anything herein to the
contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Committee set forth
in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have
the meaning specified in the Plan, unless a different meaning is specified
herein.
5. TRANSFERABILITY. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. NO OBLIGATION TO CONTINUE AS A DIRECTOR. Neither the Plan nor this
Stock Option confers upon the Optionee any rights with respect to continuance
as a Director of the Company.
7. NOTICES. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case,
at such other address as one party may subsequently furnish to the other
party in writing.
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METABOLIX, INC.
By: __________________________________
Title:
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated: _________________________ _______________________________________
Optionee's Signature
Optionee's name and address:
______________________________________
______________________________________
______________________________________
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