Exhibit 10.21


 


FORM OF


 


CELERA CORPORATION 2008 STOCK INCENTIVE PLAN


 


FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT


 


NON-QUALIFIED
STOCK OPTION AGREEMENT dated as of [Grant Date] by and between Celera
Corporation, a Delaware corporation (the “Company”), and [Name], an [employee/director]
of the Company or one of its subsidiaries (“you”).


 


1. Grant of Option. The Company hereby grants to
you an option (the “Option”) to purchase [Total Number of Shares] shares of its
Celera Corporation Common Stock, par value $.01 per share (the “Celera Stock”),
under the terms of the Celera Corporation 2008 Stock Incentive Plan (the “Plan”).


 


2. Purchase Price of Option. The purchase price of the
shares of Celera Stock subject to the Option is $[Purchase Price] per share.


 


3. Expiration Date of Option. The Option will expire as of
12:00 a.m. midnight (New York time) on [10 Year Anniversary of Grant Date]
(the “Expiration Date”), unless it is terminated earlier as provided in this
Agreement.


 


4. Exercise. The Option may be exercised in accordance
with the vesting schedule attached hereto as Exhibit A. Except as provided
below, the Option may not be exercised unless you are on the date of exercise,
and have been at all times from the date of grant to the date of exercise, an
employee of the Company or one of its subsidiaries.


 


5. Termination of Employment. If your employment with the
Company or a subsidiary is terminated by you or the Company or a subsidiary for
any reason other than Cause (as defined below), retirement under any retirement
plan provided by the Company or a subsidiary, disability, or death, you may
exercise the Option, to the extent that you would otherwise be entitled to do
so at the date of termination of employment, at any time within 90 days after
the date of termination, but not after the Expiration Date.


 


6. Termination of Service for Cause.
If your employment with the Company or a subsidiary is terminated by
the Company or a subsidiary for Cause, the Option will be immediately forfeited
in full upon termination (regardless of the extent to which the Option may have
been exercisable as of that time). For purposes of this paragraph 6 only, “Cause”
is defined as (a) any act which is in bad faith and to the detriment of
the Company or one of its subsidiaries or (b) a material breach of any
agreement with or material obligation to the Company or one of its
subsidiaries.


 


7. Retirement. If you retire under the
terms of any retirement plan provided by the Company or one of its
subsidiaries, you may exercise the Option, to the extent that you would
otherwise be entitled to do so at the date of retirement, at any time within
one year after the date of retirement, but not after the Expiration Date.


 


8. Disability. If you become totally and
permanently disabled, you may exercise the Option in full (without regard to
the exercise schedule set forth in paragraph 4) at any time within one year
after the date of termination of employment as a result of disability, but not
after the Expiration Date.


 


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9. Death. If you die while employed by the Company or
one of its subsidiaries, the Option may be exercised (to the extent that you
would have been entitled to do so at the date of your death) by your executor
or administrator (or other person at the time entitled by law to your rights
under the Option) at any time within one year after the date of your death, but
not after the Expiration Date.


 


10. Exercise of Option. The Option may be exercised
by giving written notice in the form specified by the Company to the Corporate
Secretary at the principal office of the Company specifying the number of
shares of Celera Stock to be purchased, or in such other manner as the Company
may specify to you from time to time. However, the Option may not be exercised
with respect to a fractional share. The purchase price of the shares as to
which the Option is exercised must be paid in full at the time of exercise, at
your election, (a) in U.S. currency, (b) by tendering to the Company
shares of Celera Stock owned by you (if necessary for such period of time
required by the Company to avoid a charge to earnings for financial accounting
purposes) having a Fair Market Value (as defined in the Plan) equal to the
aggregate purchase price of the shares as to which the Option is being
exercised, (c) a combination of U.S. currency and/or previously owned
shares of Celera Stock valued at Fair Market Value, (d) if permitted by
the Compensation Committee of the Board of Directors (the “Committee”) pursuant
to a “same day sale” program, (e) if permitted by the Committee, by means
of a net exercise, or (f) by payment of such other consideration as the
Committee from time to time determines. For purposes of this paragraph, Fair
Market Value will be determined as of the business day immediately preceding
the day on which the Option is exercised.


 


11. Conditions to Exercise.  The exercise of
the Option following termination of employment, to the extent and for the time
periods provided above, is subject to the satisfaction of the conditions that
you have not (a) rendered services or engaged directly or indirectly in
any business which in the opinion of the Committee competes with or is in
conflict with the interests of the Company, or (b) violated any written
agreement with the Company, including, without limitation, any confidentiality
agreement. Your violation of either clause (a) or (b) of the
preceding sentence will result in the immediate forfeiture of any Options held
by you.


 


12. Tax Withholding Obligations. As a condition to the
delivery of shares of Celera Stock upon the exercise of the Option, you agree
to pay to the Company an amount sufficient to satisfy any applicable tax,
social insurance, or social security withholding obligations arising in
connection with the Option or your participation in the Plan. Alternatively,
subject to any limitations imposed by law, you agree that the Company and your
employer are expressly authorized to deduct the appropriate withholding taxes
from your salary or any other cash payments due to you in order to satisfy any
income, social, or other employment-related taxes related to your Option or
your participation in the Plan.


 


13. Rights as a Stockholder. You will not have any rights
as a stockholder with respect to the shares of Celera Stock subject to the
Option prior to the issuance to you of a certificate for such shares.


 


14. Non-Transferability. The Option may not be
transferred other than by will or by the laws of descent and distribution, and
the Option may be exercised, during your lifetime, only by you or your guardian
or legal representative.


 


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15. Change of Control. Subject to the terms of the
Plan, the Option will become immediately exercisable in full (without regard to
the exercise schedule set forth in paragraph 4) upon the occurrence of any of
the events set forth in Section 11 of the Plan.


 


16. No Right to Continued Employment. Neither the
Option nor this Agreement confers upon you any right to continue to be an
employee of the Company or any of its subsidiaries or interferes in any way
with the right of the Company or any of its subsidiaries to terminate your
employment at any time. Except as provided in this Agreement, the Option will
terminate upon the termination of your employment for any reason. The Option
will not be reinstated if you are subsequently reinstated as an employee of the
Company or any subsidiary.


 


17. No Right to Future Benefits. The Plan and the benefits
offered under the Plan are provided by the Company on an entirely discretionary
basis, and the Plan creates no vested rights in participants. Neither the
Option nor this Agreement confers upon you any benefit other than as
specifically set forth in this Agreement and the Plan. You understand and agree
that the benefits offered under the Option and the Plan are not part of your
salary and that receipt of the Option does not entitle you to any future
benefits under the Plan or any other plan or program of the Company. The award
of the Option is not part of normal or expected compensation for purposes of
calculating any: severance, resignation, redundancy, end of service, or bonus
payments; long-service awards; pension or retirement benefits; or similar
payments.


 


18. Compliance with Law. No shares of Celera Stock
will be issued upon the exercise of the Option unless counsel for the Company
is satisfied that such issuance will be in compliance with all applicable laws.


 


19. Entire Agreement. This Agreement and the Plan contain
the entire agreement between you and the Company regarding the Option and
supersede all prior or contemporaneous arrangements or understandings with
respect to the Option.


 


20. Terms of Plan Govern. This Agreement and the
terms of the Option will be governed by the terms of the Plan which is hereby
incorporated by reference in this Agreement. In the event of any ambiguity in
this Agreement or any inconsistency between the terms of this Agreement and the
terms of the Plan, the terms of the Plan will govern. By your signature below,
you acknowledge receipt of the Plan Summary and agree to be bound by all of the
terms of the Plan.


 


21. Amendments. The Option or the Plan may,
subject to certain exceptions, be amended by the Committee at any time in any
manner. However, no amendment of the Option or the Plan will adversely affect
in any material manner any of your rights under the Option without your
consent.


 


22. Governing Law. This Agreement will be
governed by and construed in accordance with the internal laws of the State of
Delaware.


 


23. Data Privacy. By signing this Agreement,
you consent to the collection, use, processing, and transfer of personal data
as described in this paragraph. You understand that the Company and its
subsidiaries hold some personal information about you, including your name,
home address and telephone number, date of birth, social security number,
social insurance number or other employee identification number, salary,
nationality, job title, any shares of stock or directorships held in the
Company, details of all options or any other entitlement to shares of stock
awarded, canceled, purchased, vested, unvested or outstanding in your favor,
for the purpose of managing and administering the Plan (“Data”). You further
understand that the Company and/or its subsidiaries will transfer Data among
themselves as necessary for the purpose of implementation, administration, and
management of your participation in the Plan, and that the Company and/or


 


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any of its subsidiaries may
each further transfer Data to any third parties assisting the Company in the
implementation, administration, and management of the Plan. You understand that
these recipients may be located in the United States and elsewhere. You
authorize them to receive, possess, use, retain, and transfer the Data, in
electronic or other form, for the purposes of implementing, administering, and
managing your participation in the Plan, including any transfer of such Data as
may be required for the administration of the Plan and/or the subsequent
holding of shares of stock on your behalf to a broker or other third party with
whom you may elect to deposit any shares of stock acquired pursuant to the
Plan. You understand and further authorize the Company and/or any of its
subsidiaries to keep Data in your personnel file. You also understand that you
may, at any time, review Data, require any necessary amendments to Data, or
withdraw the consents herein by contacting the Company in writing. You further
understand that withdrawing your consent may affect your ability to participate
in the Plan.


 


IN WITNESS
WHEREOF, this Agreement has been duly executed by the
undersigned as of the day and year first written above.


 


 


	
   

  	
   

  	
  CELERA
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  



 


	
  Accepted and Agreed:

  
	
   

  
	
   

  
	
  [Name]

  



 


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