EXHIBIT 99.5
EFFECTIVE DATE: JULY 4, 2001
SANGAMO BIOSCIENCES, INC.
REPLACEMENT STOCK OPTION AGREEMENT
Dear (Name):
As you know, on July 4, 2001 (the "Closing Date") Sangamo BioSciences, Inc.
("Sangamo") acquired Gendaq Limited ("Gendaq") (the "Acquisition"). In the
Acquisition, each share of Gendaq common stock was exchanged for 1.13969 of a
share of Sangamo common stock (the "Exchange Ratio"). On the Closing Date you
held one or more outstanding options to purchase shares of Gendaq Limited
common stock granted to you under the Gendaq Limited 2001 Enterprise
Management Incentive Share Option Plan (the "Plan") and documented with a
Stock Option Agreement(s) (the "Option Agreement") issued to you under the
Plan (the "Gendaq Options"). In accordance with the Acquisition, on the
Closing Date Sangamo has agreed to grant you a new option in replacement of
your prior Gendaq stock option (the "Replacement Option").
The terms of your Replacement Option are the same as those of your previous
Gendaq options except as follows:
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GENDAQ STOCK OPTIONS SANGAMO ASSUMED OPTIONS
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# Shares of Gendaq Gendaq Exercise Price # of Shares of Sangamo Sangamo Exercise Price
Common Stock Per Share Common Stock Per Share
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(Gendaq Shares) (Gendaq Price) (Sangamo Shares) (Sangamo Price)
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The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed Gendaq Option
(i.e., the difference between the aggregate fair market value and the
aggregate exercise price) does not exceed the total spread that existed
immediately prior to the Acquisition and (ii) to preserve, on a per share
basis, the ratio of exercise price to fair market value that existed
immediately prior to the Acquisition.
Unless the context otherwise requires, any references in the Plan and the
Option Agreement (i) to the "Company" means Sangamo, (ii) to "Stock" or
"Ordinary Shares" means shares of Sangamo Stock, and (iii) to the
"Director(s)," "Board of Directors" or the "Board" means the Board of
Directors of Sangamo. All references in the Option Agreement and the Plan
relating to your status as an employee of Gendaq will now refer to your
status as an employee of Sangamo or any present or future Sangamo subsidiary.
To the extent the Option Agreement allowed you to deliver shares of Gendaq
common stock as payment for the exercise price, shares of Sangamo common
stock may be delivered in payment of the adjusted exercise price, and the
period for which such shares were held as Gendaq Stock prior to the
Acquisition will be taken into account.
The grant date, vesting commencement date, vesting schedule and the
expiration date of your assumed Gendaq Options remain the same as set forth
in your Option Agreement, but the number of shares subject to each vesting
installment has been adjusted to reflect the Exchange Ratio. All other
provisions which govern either the exercise or the termination of the
replaced Gendaq Option remain
EFFECTIVE DATE: JULY 4, 2001
the same as set forth in your Option Agreement, and the provisions of the
Replacement Option Agreement (except as expressly modified by this Agreement
and the Acquisition) will govern and control your rights under this Agreement
to purchase shares of Sangamo Stock. However, to the extent an item is not
explicitly provided for in your option documents, Sangamo policies will apply.
To exercise your replaced Gendaq Option, you must deliver to Sangamo (i) a
written notice of exercise for the number of shares of Sangamo Stock you want
to purchase, (ii) the adjusted exercise price, and (iii) all applicable
taxes. The exercise notice and payment should be delivered to Sangamo at the
following address:
Sangamo BioSciences, Inc.
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Attention: Stock Administration
Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Sangamo's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from Sangamo will be governed by the terms of the Sangamo
stock option plan, and such terms may be different from the terms of your
assumed Gendaq Options, including, but not limited to, the time period in which
you have to exercise vested options after your termination of employment.
Please sign and date this Agreement and return it promptly to the address listed
above. Until your fully executed Agreement is received by Sangamo's Stock
Administration Department your Sangamo account will not be activated.
SANGAMO BIOSCIENCES, INC.
By:
EFFECTIVE DATE: JULY 4, 2001
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Gendaq Options hereby assumed by Sangamo are as
set forth in the Option Agreement, the Plan, and such Replacement Stock
Option Agreement.
DATED: __________________, 2001
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(NAME), OPTIONEE