EXHIBIT 10.17


 


INTERLEUKIN GENETICS, INC.


2000 EMPLOYEE STOCK COMPENSATION PLAN


NONQUALIFIED STOCK OPTION AGREEMENT


 


This STOCK OPTION AGREEMENT
(the “Agreement”) is made between INTERLEUKIN GENETICS, INC., a Delaware
corporation (the “Company”), and                                                 
(the “Optionee”). The Board of Directors of the Company has adopted the
Interleukin Genetics, Inc. 2000 Employee Stock Compensation Plan (the “Plan”),
the terms of which are incorporated by reference herein. The Company considers
that its interests will be served by granting the Optionee an option to
purchase shares of common stock of the Company as an inducement for his or her
continued and effective performance of services for the Company. Any term used
in this Agreement that is not specifically defined herein shall have the
meaning specified in the Plan.


 


IT IS AGREED:


 


1. GRANT OF OPTION. Subject to the terms of the Plan and this
Agreement, on            ,
2000 (the “Date of Grant”), the Company hereby grants to the Optionee a
nonqualified stock option (the “Option”) to purchase
                    
shares of the common stock of the Company, no par value per share (the
“Stock”), at a price of $
                       
per share, subject to adjustment as provided in the Plan.


 


2. VESTING SCHEDULE. The Option
is exercisable according to the following schedule:


 


(a) on the first anniversary of the Date of Grant, the Option may be
exercised with respect to up to 1/4 of the shares subject to the Option;


 


(b) on each succeeding anniversary of the Date of Grant, the Option may
be exercised with respect to up to an additional 1/4 of the shares subject to
the Option, so that on the fourth anniversary of the Date of Grant the Option
shall be exercisable in full; and


 


(c) to the extent not exercised, installments shall be cumulative and
may be exercised in whole or in part.


 


3. CHANGE OF CONTROL:
Notwithstanding anything to the contrary in this agreement, if a Change in
Control (as defined in the Plan) occurs during Optionee’s employment with the
Company or an Affiliate, this Option will become immediately exercisable in
full.


 


4. TERM OF OPTION. Subject to
paragraphs 4, 5 and 6 hereof, the Option shall terminate and become null and
void on the earlier of (a) one day less than three months after the severance
of the employment or affiliation relationship between the Optionee and the
Company and all Affiliates for any reason other than Retirement, death or
Disability or (b) the last day of the ten-year period commencing on the Date of
Grant. The Option shall not continue to vest after such severance of
employment.


 


5. RETIREMENT OF THE OPTIONEE.
The Option shall terminate and become null and void on the earlier of (a) one
day less than one year after the Retirement of the Optionee after attaining the
age of 65 or (b) the last day of the ten-year period commencing on the Date of
Grant. The Option shall not continue to vest after such severance of
employment.


 


6. DEATH OF OPTIONEE DURING
EMPLOYMENT OR AFFILIATION. Upon the death of the Optionee while in the employ
of or affiliation with the Company or an Affiliate, the Optionee’s executors,
administrators or any person or persons to whom the Option may be transferred
by will or by the laws of descent and distribution shall have the right, at any
time prior to the earlier of (a) the date that is one day less than one year
following the date of the Optionee’s death or (b) the last day of the ten-year
period commencing on the Date of Grant, to exercise the Option in whole.


 

















 


7. DISABILITY OF OPTIONEE. If
the Optionee is severed from the employ of or affiliation with the Company and
all Affiliates due to Disability, the Optionee’s Option shall terminate and
become null and void on the earlier of (a) the date that is one day less than one
year following the date of the Optionee’s severance of employment or
affiliation with the Company or (b) the last day of the ten-year period
commencing on the Date of Grant. The Option shall not continue to vest after
such severance of employment.


 


8. EXERCISE OF OPTION. The
Option may be exercised by the delivery of written notice to the Committee
setting forth the number of shares of Stock with respect to which the Option is
to be exercised, together with: (a) cash, certified check, bank draft, or postal
or express money order payable to the order of the Company for an amount equal
to the exercise price under the Option, (b) Mature Shares with a Fair Market
Value on the date of exercise equal to the aggregate exercise price under the
Option, or (c) an election to make a cashless exercise through a registered
broker-dealer.


 


9. ASSIGNMENT PROHIBITION. The
Option granted to the Optionee under this Agreement shall not be transferable
or assignable by the Optionee other than by will or the laws of descent and
distribution, and shall be exercisable during the Optionee’s lifetime only by
the Optionee.


 


10. AMENDMENTS. This Agreement
may not be changed or terminated orally, but only by an agreement in writing
signed by the party against whom enforcement of any such change or termination
is sought.


 


11. NO REQUIREMENT OF CONTINUED
EMPLOYMENT OR AFFILIATION. The Company shall not be deemed by the grant of the
Option (as distinguished from a separate employment agreement, if any) to be
required to employ or utilize the services of the Optionee for any period.


 


12. LEGEND. The Optionee
consents to the placing on the certificate for any shares covered by the Option
of an appropriate legend restricting resale or other transfer of such shares
except in accordance with the Securities Act of 1933 and all applicable rules
thereunder.


 


13. NO RIGHTS AS STOCKHOLDER.
The Optionee shall not have any rights as a stockholder with respect to any
shares covered by the Option until the date of the issuance of the stock
certificate or certificates to the Optionee for such shares following the
Optionee’s exercise of the Option pursuant to its terms and conditions and
payment for the shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such certificate or
certificates are issued.


 


14. RESOLUTION OF DISPUTES. In
the event of any difference of opinion concerning the meaning or effect of the
Plan or this Agreement, such difference shall be resolved by the Committee
referred to in the Plan.


 


15. NOTICES. All offers,
notices, demands, requests, acceptances or other communications hereunder shall
be in writing and shall be deemed to have been duly made or given if mailed by
registered or certified mail, return receipt requested. Any such notice mailed
to the Company shall be addressed to its principal office, and any notice
mailed to the Optionee shall be addressed to the Optionee’s residence address
as it appears on the books and records of the Company or to such other address
as either party may hereafter designate in writing to the other.


 


16. INUREMENT. This Agreement
shall, except as herein stated to the contrary, inure to the benefit of and
bind the legal representatives, successors and assigns of the parties hereto.


 


17. TYPE OF OPTION. The Option
is a nonqualified stock option which is not intended to be governed by section
422 of the Internal Revenue Code of 1986, as amended.


 


18. TAX WITHHOLDING. The
Optionee is authorized to use shares of Stock received by the Optionee upon the
exercise of the Option to satisfy any tax withholding obligations of the
Company that result from the exercise.


 


19. AGREEMENT TO PLAN TERMS. In
accepting the Option, the Optionee accepts and agrees to be bound by all the
terms and conditions of the Plan which pertain to incentive stock options
granted under the Plan.


 

















 


20. GOVERNING LAW AND
SEVERABILITY. The validity, construction and performance of this agreement
shall be governed by the laws of the Commonwealth of Massachusetts.  Any invalidity of any provision of this
Agreement shall not affect the validity of any other provision.


 


IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered to be effective as of the day
and year first above written.


 


	
   

  	
  INTERLEUKIN GENETICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  OPTIONEE