Exhibit 10.2


LIPID SCIENCES, INC.


2000
STOCK OPTION PLAN

(As Amended on December 14, 2006)


Section 1.              Purpose


The purpose of the Lipid
Sciences, Inc. 2000 Stock Option Plan (the “Plan”) is to promote the best
interests of Lipid Sciences, Inc. (the “Company”), its subsidiaries and its
stockholders by providing for the acquisition of an equity interest in the
Company by officers, directors, employees, and consultants who perform valuable
services for the Company and to enable the Company to attract and retain the
services of such individuals upon whose judgment, interest, skills, and special
effort the successful conduct of its operation is largely dependent.


Section 2.              Effective Date


The Plan is effective as
of May 19, 2000, subject to approval by the stockholders of the Company within
twelve (12) months after the date of adoption of the Plan by the Board of
Directors of the Company (the “Board”).


Section 3.              Administration


The Plan will be
administered and interpreted by a committee selected by the Board, which will
consist of not less than two members of the Board (the “Committee”).  If at any time the Committee will not be in
existence, the Board will administer the Plan and all references to the
Committee herein will include the Board. 
The Board may, in its discretion, delegate to another committee of the
Board or to one or more senior officers of the Company any or all of the
authority and responsibility of the Committee, except to the extent prohibited
by any applicable law or rules.  Any such
allocation or delegation may be revoked by the Board at any time.  If the Board has delegated to any other
committee or one or more officers the authority and responsibility of the
Committee, all references to the Committee herein will include the other
committee or one or more officers.


Subject to the provisions
of the Plan and applicable law, the Committee will have complete power and
authority to (a) interpret and administer the Plan and any instrument or
agreement relating to, or made under, the Plan; (b) make factual
determinations; (c) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it will deem appropriate for the proper
administration of the Plan; (d) select those individuals who will receive
awards under the Plan; (e) determine the terms, conditions, restrictions
and other provisions of awards; and (f) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.  The
Committee’s decisions and determinations under the Plan need not be uniform and
may be made selectively among participants, whether or not they are similarly
situated.  Any determination of the
Committee under the Plan may be made without notice or meeting of the Committee
by a writing signed by a majority of the Committee members.  The Committee’s determinations on the matters
referred to in this paragraph will be conclusive.












Section 4.              Eligibility and Participation


Participants in the Plan
will be selected by the Committee from among those officers, employees and
directors of the Company and its subsidiaries, as the Committee may designate
from time to time.  The Committee will
consider such factors as it deems appropriate in selecting participants and in
determining the type and amount of their respective awards.  The Committee’s designation of a participant
in any year will not require the Committee to designate such person to receive
an award in any other year.


Section 5.              Stock
Subject to Plan


5.1           Number.


(a)           Subject
to adjustment as provided in Section 5.3, the total number of shares of Common
Stock, $.01 par value, of the Company (“Stock”), which may be issued under the
Plan will be 2,000,000.  The shares to be
delivered under the Plan may consist, in whole or in part, of authorized but
unissued Stock or treasury Stock.


(b)           If
required by Rule 260.140.45 of the California Corporate Securities Law of 1968,
at no time will the total number of shares issuable upon exercise of all
outstanding options and the total number of shares provided for under any stock
bonus or similar plan of the Company, if any, exceed 30% of the then
outstanding shares of the Company (including convertible preferred stock on an
as-if converted basis, if any), unless a higher percentage is approved by at least
two-thirds of the outstanding shares entitled to vote.


5.2           Unused Stock;
Unexercised Rights.  If, after the
effective date of the Plan, any shares of Stock subject to an award granted
under the Plan are forfeited or if an award otherwise terminates, expires or is
canceled prior to the delivery of all of the shares of Stock or of other
consideration issuable or payable pursuant to such award, then the number of
shares of Stock counted against the number of shares available under the Plan
in connection with the grant of such award, will again be available for the
granting of additional awards under the Plan to the extent determined to be
appropriate by the Committee.


5.3           Adjustment in
Capitalization.  In the event of any
dividend or other distribution (whether in the form of cash, Stock, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
or other similar corporate transaction or event, appropriate adjustments shall
be made to: (a) the number and type of shares of Stock subject to the Plan and
which thereafter may be made the subject of awards under the Plan; (b) the
number and type of shares of Stock subject to outstanding awards; and (c) the
grant, purchase or exercise price with respect to any award; provided, however,
in each case, that with respect to awards of incentive stock options no such
adjustment will be authorized to the extent that such authority would cause
such options to be treated as incentive stock options; and provided further,
however, unless the Board specifies otherwise, any securities issuable as a
result of any such adjustment shall be rounded to the next lower whole
security.



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Section 6.              Term of the Plan


No award will be made under
the Plan after May 19, 2010 (the “Termination Date”).  However, unless otherwise expressly provided
in the Plan or in an applicable award agreement, any award granted before the
Termination Date may extend beyond the Termination Date and, to the extent set
forth in the Plan, the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such award, or to waive any conditions or
restrictions with respect to any such award, and the authority of the Board to
amend the Plan, will extend beyond the Termination Date.


Section 7.              Stock Options


7.1           Grant of Options.  Options may be granted to participants at any
time and from time to time as will be determined by the Committee.  The Committee will have complete discretion
in determining the number, terms and conditions of options granted to a
participant.  The Committee also will
determine whether an option is to be an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a nonqualified stock option.  If an
option fails at any time to meet the requirements for an incentive stock option
under Section 422 of the Code, such option, to the extent the requirements of
Section 422 of the Code are not met, will be treated as a nonqualified stock
option for Federal income tax purposes automatically without further action by
the Committee, effective as of the first date on which any such requirement was
not met.  Only individuals who are employees
of the Company or one of its subsidiaries at the time of grant may receive
grants of incentive stock options.


7.2           Exercise Price.  The exercise price of each option granted
under the Plan will be established by the Committee or will be determined by a
method established by the Committee at the time the option is granted; except
that, unless otherwise determined by the Committee, the exercise price will not
be less than one hundred percent (100%) of the fair market value of a share of
Stock as of the Pricing Date (as defined below), as determined under Section
7.5 (the “Fair Market Value”), and provided
further, that,  if an
option is granted to a California resident who is a 10% Stockholder (as defined
below), the exercise price will not be less than 110% of the Fair Market Value
of a share of Stock as of the Pricing Date. 
For purposes of the preceding sentence, the “Pricing Date” will be the
date on which the option is granted, except that the Committee may provide
that:  (a) the Pricing Date is the
date on which the recipient is hired or promoted (or similar event) if the
grant of the option occurs not more than 90 days after the date of such hiring,
promotion or other event; and (b) if an option is granted in tandem with,
or in substitution for, an outstanding award, the Pricing Date is the date of
grant of such outstanding award.  In the
case of the grant of an incentive stock option, the exercise price will equal
one hundred percent (100%) of the Fair Market Value of a share of Stock on the
date of grant; provided, however, that
if an incentive stock option is granted to any employee who, at the time of
grant, owns shares of Company stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company (a “10%
Stockholder”), the exercise price per share will not be less than 110% of the
Fair Market Value of a share of Stock on the date of grant.



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7.3           Term and Exercise
of Options.


(a)           Incentive Stock Options. 
Incentive stock options will be exercisable over not more than ten (10)
years after the date of grant (or five (5) years in the case of a 10%
Stockholder) and will terminate not later than three (3) months after
termination of employment for any reason other than death or disability, as
determined by the Committee, except as otherwise provided by the
Committee.  If the participant should die
while employed or within three (3) months after termination of employment, then
the right of the participant’s successor in interest to exercise an incentive
stock option will terminate not later than twelve (12) months after the date of
death, except as otherwise provided by the Committee.  In all other respects, the terms of any
incentive stock option granted under the Plan will comply with the provisions
of Section 422 of the Code (or any successor provision thereto) and any
regulations promulgated thereunder.


(b)           Nonqualified Stock Options. 
Nonqualified stock options will be exercisable as determined by the
Committee and will terminate at such time as the Committee will determine and
specify in the option agreement.


(c)           California Residents. 
With respect to options granted to participants who are residents of
California and are not officers, directors, or consultants:


	
  

  	
  (1)

  	
  Options will become exercisable at a rate of at least
  20% per year over five (5) years from the date the option is granted, subject
  to reasonable conditions such as continued employment with the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  Unless employment is terminated for cause as defined
  by applicable law or the terms of the Plan or option agreement or a contract
  of employment, the right to exercise in the event of termination of
  employment, to the extent that the participant is otherwise entitled to
  exercise on the date employment terminates, will be (A) at least six (6) months
  from the date of termination if termination was caused by death or
  disability, and (B) at least thirty (30) days from the date of termination if
  termination was caused by some reason other than death or disability.

  
	
   

  	
   

  	
   

  
	
   

  	
  (3)

  	
  An exercise period of not more than 120 months from
  the date the option is granted.

  



 


This Section 7.3 (c) is
intended to comply with Rule 260.190.41(f) promulgated under the California
Corporate Securities Law of 1968 (the “California Securities Laws”), and that
if Rule is repealed, this Section 7.3(c) will be of no more effect.


7.4           Option Agreement.  Each option will be evidenced by an option
agreement that will specify the type of option granted, the date of grant, the
exercise price, the duration of the 



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option, the number of
shares of Stock to which the option pertains and such other conditions and
provisions as the Committee will determine.


7.5           Fair Market Value.  The Fair Market Value of a share of Stock
will be as reasonably determined by the Committee pursuant to such methods or
procedures as will be established from time to time by the Committee.


7.6           Payment.  Subject to the following provisions of this
Section 7.6, the full exercise price for shares of Stock purchased upon the
exercise of any option will be paid at the time of such exercise.  The Committee will determine the methods and
the forms for payment of the exercise price of options, including by effective
receipt of cash or, to the extent permitted by the Committee, other mature shares
of the Company (as defined by U.S. Generally Accepted Accounting Principles)
having a then Fair Market Value equal to the exercise price of such shares, or
any combination thereof.  Upon receipt of
the payment of the entire exercise price for the shares so purchased,
certificates for such shares will be delivered to the participant.


7.7           Limits on
Incentive Stock Options.  Each
incentive stock option will provide that to the extent the aggregate fair
market value of the Stock on the date of grant with respect to which incentive
stock options are exercisable by a participant for the first time during any
calendar year under the Plan or any other plan of the Company exceeds $100,000,
then such option as to the excess will be treated as a nonqualified stock
option.


7.8           Certain
Replacement Options.  Without in any
way limiting the authority of the Committee to make grants of options to
participants hereunder, and in order to induce participants to retain ownership
of the Stock acquired upon the exercise of options, the Committee will have the
authority (but not an obligation) to include within any agreement setting forth
the terms of any options (or any amendment thereto) a provision entitling a
participant to further options (“Replacement Options”) in the event the
participant exercises any options (including a Replacement Option) under the
Plan, in whole or in part, by surrendering previously acquired shares of
Stock.  Any such Replacement Options will
(a) be nonqualified stock options, exercisable at a purchase price, unless
otherwise determined by the Committee, of one hundred percent (100%) of the
Fair Market Value of the shares of Stock on the date the Replacement Options
are granted; (b) be for a number of shares of Stock equal to the number of
shares surrendered; (c) only become exercisable on the terms specified by
the Committee in the event the participant holds, for a minimum period of time
prescribed by the Committee, the shares of Stock the participant acquired upon
the exercise in connection with which the Replacement Options were issued; and
(d) be subject to such other terms and conditions as the Committee may
determine.


7.9           Delivery of
Financial Statements.  To the extent
required by the California Securities Laws or other applicable laws, the
Company will deliver annually to each participant financial statements of the
Company; provided, however, that
the Company will not be required to deliver financial statements to
participants whose duties in connection with the Company assure them access to
equivalent information, but may do so in its sole discretion.



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Section 8.              Other Awards


8.1           Other Stock-Based
Awards.  Other awards, valued in
whole or in part by reference to, or otherwise based on, shares of Stock, may
be granted either alone or in addition to or in conjunction with any awards
described in this Plan for such consideration, if any, and in such amounts and
having such terms and conditions as the Board may determine.


8.2           Other Benefits.  The Board will have the right to provide
types of benefits under the Plan in addition to those specifically listed, if
the Board believes that such benefits would further the purposes for which the
Plan was established.


Section 9.              Transferability


Each award granted under
the Plan will be exercised only by the participant during his lifetime and will
not be transferable other than by will or the laws of descent and distribution,
except that a participant may, to the extent allowed by the Committee, subject
to compliance with applicable securities laws, and only to the extent permitted
by applicable securities laws, (a) designate in writing a beneficiary to
exercise the award after the participant’s death; or (b) transfer an
award.  An incentive stock option will
not, in any case, be transferable other than by will or the laws of descent and
distribution.


Section 10.            Rights of Participants


Nothing in the Plan will
interfere with or limit in any way the right of the Company to terminate any
participant’s employment or service at any time nor confer upon any participant
any right to continue in the employ or service of the Company or its
subsidiaries.


Section 11.            Change of Control


11.1         Definition.  “Change of Control” means (i) a
reorganization, merger, share exchange or consolidation of the Company with one
or more other corporations or other entities as a result of which the holders
of the Shares as a group receive less than 50% of the voting power of the
capital stock or other interests of the surviving or resulting corporation or
entity; (ii) the sale of all or substantially all of the assets of the Company;
or (iii) the liquidation or dissolution of the Company.


11.2         General.  In the event of a Change of Control, the
Committee in its discretion may take one or more of the following actions: (a)
adjust the award as provided in Section 5.3, (b) cause the award to be assumed,
or a new right substituted therefore, by another entity; or (c) make such other
provision as the Committee may consider equitable and in the best interests of
the Company.


Notwithstanding anything
contained in this Section 11.2, the Committee may, in its sole and absolute
discretion, amend, modify or rescind the provisions of Section 11.2 if it
determines that the operation of this Section 11.2 may prevent a transaction in
which the Company or any affiliate is a party from being accounted for on a
pooling-of-interests basis, or prevent the Change of Control from receiving
desired tax treatment, including without limitation



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requiring that each
participant will receive a replacement or substitute award issued by the
surviving or acquiring corporation.


11.3         Vesting.  Effective upon a Change of Control, the
vesting of each award shall accelerate by the number of months such award has
previously vested.


Section 12.            Amendment, Modification and
Termination of Plan


12.1         Amendments and
Termination.  The Board may, at any
time, amend, alter, suspend, discontinue or terminate the Plan; provided, however, that stockholder
approval of any amendment of the Plan will be obtained if otherwise required by
the Code or any rules promulgated thereunder (in order to allow for incentive
stock options to be granted under the Plan). 
To the extent permitted by applicable law, and subject to such
stockholder approval as may otherwise be required, the Committee may also amend
the Plan, provided that any such
amendments will be reported to the Board. 
Termination of the Plan will not affect the rights of participants with
respect to awards previously granted to them, and all unexpired awards will
continue in force and effect after termination of the Plan except as they may
lapse or be terminated by their own terms and conditions.  The Committee, subject to the same
stockholder approval requirements set forth above, may amend an award agreement
at any time; provided that no
amendment may, in the absence of written consent to the change by the affected
participant (or, if the participant is not then living, the affected
beneficiary), adversely affect the rights of any participant or beneficiary
under any award granted under the Plan prior to the date such amendment is adopted.


12.2         Waiver of
Conditions.  The Committee may, in
whole or in part, waive any conditions or other restrictions with respect to
any award granted under the Plan.


Section 13.            Taxes


No later than the date as
of which an amount first becomes includable in the gross income of a
participant for federal income tax purposes with respect to any award under the
Plan, the participant will pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local
or foreign taxes of any kind required by law to be withheld with respect to
such amount.  If approved by the
Committee, withholding obligations arising with respect to awards granted to
participants under the Plan may be settled with shares of Stock previously
owned by the participant; provided, however, that
the participant may not settle such obligations with Stock that is received
upon exercise of the option that gives rise to the withholding
requirement.  The obligations of the
Company under the Plan will be conditioned on such payment or arrangements, and
the Company and any subsidiary will, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to the
participant.  The Committee may establish
such procedures as it deems appropriate for the settling of withholding
obligations with shares of Stock.



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Section 14.            Miscellaneous


14.1         Stock Transfer
Restrictions.


(a)           Shares
of Stock purchased under the Plan may not be sold or otherwise disposed of
except (i) pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Act”), or in a transaction which, in
the opinion of counsel for the Company, is exempt from registration under the
Act; and (ii) in compliance with state securities laws.  Further, as a condition to issuance of shares
of Stock purchased under the Plan, the participant or his heirs, legatees or
legal representatives, as the case may be, will execute and deliver to the
Company a restrictive stock transfer agreement in such form, and subject to
such terms and conditions, as will be reasonably determined or approved by the
Board, which agreement, among other things, may impose certain restrictions on
the sale or other disposition of any shares of Stock acquired under the Plan.  The Board may waive the foregoing
restrictions, in whole or in part, in any particular case or cases or may
terminate such restrictions whenever the Board determines that such
restrictions afford no substantial benefit to the Company.


(b)           All
certificates for shares delivered under the Plan pursuant to any award or the
exercise thereof will be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the Plan and any
applicable federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
references to such restrictions.


14.2         Other Provisions.  The grant of any award under the Plan may
also be subject to other provisions (whether or not applicable to the benefit
awarded to any other participant) as the Committee determines appropriate,
including, without limitation, provisions for (a) the participant’s
agreement to abide by any nondisclosure or noncompete requirements or other
restrictions as specified in the participant’s award agreement; (b) one or
more means to enable participants to defer recognition of taxable income
relating to awards or cash payments derived therefrom; (c) the purchase of
Stock under options in installments; or (d) the financing of the purchase
of Stock under the options in the form of a promissory note issued to the
Company by a participant on such terms and conditions as the Committee
determines.


14.3         Award Agreement.  No person will have any rights under any award
granted under the Plan unless and until the Company and the participant to whom
the award was granted will have executed an award agreement in such form as
will have been approved by the Committee.


14.4         No Fractional
Shares.  No fractional shares or other
securities will be issued or delivered pursuant to the Plan, and the Committee
will determine (except as otherwise provided in the Plan) whether cash, other
securities or other property will be paid or transferred in lieu of any
fractional shares or other securities, or whether such fractional shares or
other securities or any rights thereto will be canceled, terminated or
otherwise eliminated.



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Section 15.            Legal Construction


15.1         Requirements of
Law.  The granting of awards under
the Plan and the issuance of shares of Stock in connection with an award, will
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.


15.2         Governing.  The Plan, and all agreements hereunder, will
be construed in accordance with and governed by the laws of the State of
Delaware.


15.3         Severability.  If any provision of the Plan or any award
agreement or any award (a) is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person or option, or
(b) would disqualify the Plan, any award agreement or any award under any
law deemed applicable by the Committee, then such provision will be construed
or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, any award agreement or the award,
then such provision will be stricken as to such jurisdiction, person or award,
and the remainder of the Plan, any such award agreement and any such award will
remain in full force and effect.



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