a109-nonqualifiedstockop






  003606-0002-17195-Active.31836599.5  EXHIBIT 10.9    10x GENOMICS, INC.  2019 OMNIBUS INCENTIVE PLAN  NONQUALIFIED STOCK OPTION  AWARD NOTICE    (NON-EMPLOYEE DIRECTOR)    Participant has been granted an Option with the terms set forth in this Award Notice, and subject to the  terms and conditions of the Plan and the Nonqualified Stock Option Agreement to which this Award Notice  is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth  in the Nonqualified Stock Option Agreement and the Plan.    Participant:    _____________________________  Date of Grant:    ______________, 2019  Number of Shares Subject to Option:    _____________  Type of Option:    Nonqualified Stock Option  Exercise Price per Share:    $__________  Vesting Schedule:    [Annual Awards: Subject to Participant’s continued  employment with, or service to, the Company Group  through each such applicable vesting date, 1/12th of the  Number of Shares Subject to Option (set forth above in  this Award Notice) shall vest and become exercisable on  the __________ day of each month following the Date of  Grant (and if there is no corresponding day, the last day of  the month).]    [Initial Awards: Subject to Participant’s continued  employment with, or service to, the Company Group  through each such applicable vesting date, 1/3rd of the  Number of Shares Subject to Option (set forth above in  this Award Notice) shall vest and become exercisable on  the first anniversary of the Date of Grant and 1/24th of the  remaining 2/3rd of the Number of Shares Subject to Option  shall vest and become exercisable on the __________ day  of each month thereafter (and if there is no corresponding  day, the last day of the month)].    Notwithstanding the foregoing, (i) 100% of the then- unvested Number of Shares Subject to Option shall vest  and become exercisable immediately prior to a Change in  Control, subject to Participant’s continued employment  





 






2    with, or service to, the Company Group on such Change in  Control, and (ii) if Participant’s employment with, or  service to, the Company Group is terminated as a result of  Participant’s death or Disability, the unvested portion of  the Option shall remain outstanding for twenty (20)  business days following such termination and, (A) if the  Committee acts to accelerate the vesting of any of the  Number of Shares Subject to Option that are subject to  such unvested portion of the Option prior to the  expiration of such 20-business day period, then the  Number of Shares Subject to Option for which such vesting  was accelerated by the Committee shall be exercisable as  provided in Section 7(c)(i) of the Nonqualified Stock  Option Agreement and (B) the Number of Shares Subject  to Option that are subject to such unvested portion of the  Option for which the vesting is not so accelerated  (including, without limitation, as result of the Committee  failing to act during such 20-business day period) shall  automatically expire that the end of such 20-business day  period.      Additional Terms and Acknowledgements:    If the number of Shares is not evenly divisible, then no fractional Share will vest and the installments will  be as equal as possible with the smaller installment(s) vesting first. Each such right of purchase will be  cumulative and will continue, unless sooner exercised or terminated as herein provided, during the  remaining period of the Option Period. 





 






    10x GENOMICS, INC.  2019 OMNIBUS INCENTIVE PLAN  NONQUALIFIED STOCK OPTION AGREEMENT    (NON-EMPLOYEE DIRECTOR)      This NONQUALIFIED STOCK OPTION AGREEMENT, effective as of the Date of Grant (as  defined below), is made by and between 10x Genomics, Inc., a Delaware corporation (the “Company”),  and Participant (as defined below).  Capitalized terms have the meaning set forth in Section 1 hereof, or,  if not otherwise defined herein, in the 10x Genomics, Inc. 2019 Omnibus Incentive Plan (as it may be  amended from time to time, the “Plan”).    1. Definitions. The following terms have the following meanings for purposes of this  Agreement:    (a) “Agreement” means this Nonqualified Stock Option Agreement, including (unless the  context otherwise requires) the Award Notice and any special terms and conditions for Participant’s  country included in any appendices attached hereto.  (b) “Award Notice” means the award notice to Participant.  (c) “Exercise Price” means the “Exercise Price” listed in the Award Notice.  (d) “Date of Grant” means the “Date of Grant” listed in the Award Notice.  (e) “Officer” means “officer” as defined under Rule 16a-1(f) of the Exchange Act.  (f) “Participant” means the “Participant” listed in the Award Notice.  (g) “Shares” means the number of shares of Class A Common Stock listed in the Award  Notice as “Number of Shares Subject to Option”, as adjusted in accordance with the Plan.   2. Grant of the Option.   (a) Effective as of the Date of Grant but subject to Section 24 hereof, the Company  hereby irrevocably grants to Participant the right and option (the “Option”) to purchase all or any part of  the Shares, subject to, and in accordance with, the terms, conditions and restrictions set forth in the Plan,  the Award Notice and this Agreement.  The Option will vest in accordance with the “Vesting Schedule” set  forth on the Award Notice.  (b) The Option granted hereunder is subject to the Plan and the terms of the Plan are  hereby incorporated into this Agreement. By accepting the Option, Participant acknowledges that  Participant has received and read the Plan and agrees to be bound by the terms, conditions and  restrictions set forth in the Plan, this Agreement and the Company’s policies, as in effect from time to  time, relating to the Plan. In the event of any conflict between one or more of this Agreement, the Award  





 






Nonqualified Stock Option Agreement (Director) – Page 2    Notice and the Plan, the Plan will govern this Agreement and the Award Notice, and the Agreement (to  the extent not in conflict with the Plan) will govern the Award Notice.  3. Exercise Price. The price at which Participant will be entitled to purchase the  Shares upon the exercise of the Option will be the Exercise Price, subject to adjustment as provided in  Section 11 hereof.    4. Exercisability of Option. The Option will become vested and exercisable in  accordance with the Vesting Schedule set forth on the Award Notice.     5. Duration of Option. The Option will be exercisable to the extent and in the  manner provided herein for a period of ten (10) years from the Date of Grant (the “Option Period”);  provided, that the Option may be earlier terminated as provided in Section 7 hereof.    6. Manner of Exercise and Payment.  (a) Subject to the terms and conditions of this Agreement and the Plan, the Option may  be exercised by delivery of written or electronic notice to the Company in the manner prescribed in  Section 7(d) of the Plan and as otherwise set forth by the Committee from time to time. Such notice will  set forth the number of Shares in respect of which the Option is being exercised and will be signed by the  person or persons exercising the Option. In the event the Company has designated an Award  Administrator (as defined below), the Option may also be exercised by giving notice (including through  electronic means) in accordance with the procedures established from time to time by the Award  Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may  be exercised in whole or in part, provided that partial exercise will be for whole Shares only.   (b) Payment of the Exercise Price for the portion of the Option being exercised is due in  full upon exercise of all or any part of the vested Option.  Participant may elect to make payment of the  Exercise Price: (i) in cash or by check or wire transfer (or any combination thereof), (ii) delivery of Shares  having a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchased that are  not subject to any pledge, encumbrance or other security interest and satisfy such other requirements as  may be imposed by the Committee; provided that such Shares have been held by Participant for no less  than six months (or such other period as established from time to time by the Committee in order to avoid  adverse accounting treatment under applicable accounting principles); (iii) to the extent permitted by  applicable law, by delivery of a notice that Participant has placed a market sell order with a broker with  respect to Shares then issuable upon exercise of the portion of the Option being so exercised, and that  the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in  satisfaction of the aggregate Exercise Price for such Shares; provided, that payment of such proceeds is  then made to the Company upon settlement of such sale, (iv) any combination of cash (or an approved  cash equivalent) and any of the foregoing, or (v) any other payment method provided under the Plan that  the Committee may approve; provided, that, if Participant is a Section 16 officer of the Company under  the Exchange Act, then the Committee may establish the method of paying the Exercise Price required to  be utilized by Participant from the alternatives available under the Plan prior to the exercise of any portion  of the Option.  (c) Concurrently with the exercise of the Option, Participant must pay to the Company  any amount that the Company determines it is required to withhold under applicable federal, state or  local or foreign tax laws in respect of the exercise or the transfer of such Shares (“Withholding Taxes”).   





 






Nonqualified Stock Option Agreement (Director) – Page 3    Participant may elect to make payment: (i) in cash or by check or wire transfer (or any combination  thereof) or (ii) and to the extent permitted by applicable law, by delivery of a notice that Participant has  placed a market sell order with a broker with respect to Shares then issuable upon exercise of the portion  of the Option being so exercised, and that the broker has been directed to pay a sufficient portion of the  net proceeds of the sale to the Company in satisfaction of the Withholding Taxes; provided, that payment  of such proceeds is then made to the Company upon settlement of such sale; and provided, further, that  the Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any other  method described in Section 13 of the Plan and, if Participant is a Section 16 officer of the Company under  the Exchange Act, then the Committee shall establish the method of withholding required to be utilized  by the Participant from alternatives available under the Plan prior to the exercise of any portion of the  Option.   (d) Upon receipt of the notice of exercise and any payment or other documentation as  may be necessary pursuant to Sections 6(a), 6(b) and 6(c) above relating to the Shares in respect of which  the Option is being exercised, the Company will, subject to the Plan and this Agreement, take such action  as may be necessary to effect the transfer to Participant of the number of Shares as to which such exercise  was effective.  (e) Participant will not be deemed to be the holder of, or to have any of the rights and  privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of,  Shares purchased upon exercise of the Option until (i) the Option has been exercised pursuant to the  terms of this Agreement and Participant has paid the full purchase price for the number of Shares in  respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company has  issued the Shares in connection with such exercise.  7. Termination of Employment or Service.  (a) Subject to Section 7(c) hereof, in the event that Participant’s employment with, or  service to, the Company Group terminates for any reason, any unvested portion of the Option will be  forfeited and, except as otherwise specifically provided for in this Section 7, all of Participant’s rights under  this Agreement will terminate as of the effective date of Termination (the “Termination Date”) (unless  otherwise provided for by the Committee in accordance with the Plan).   (b) If Participant’s employment or service is terminated by the Company Group for Cause  or by Participant when grounds existed for Cause at the time thereof, the vested and unvested portions  of the Option will terminate as of the Termination Date.   (c) In the event (i) Participant’s employment with, or service to, the Company Group is  terminated by the Company due to death or Disability, the vested portion of the Option will remain  exercisable for one year thereafter (but in no event beyond the Option Period) and (ii) Participant’s  employment with, or service to, the Company Group is terminated for any other reason (subject to Section  7(b)), the vested portion of the Option will remain exercisable for ninety (90) days thereafter (but in no  event beyond the Option Period).  (d) Participant’s rights with respect to the Option will not be affected by any change in  the nature of Participant’s employment or service so long as Participant continues to be an employee,  consultant or director of the Company Group.  Whether (and the circumstances under which)  employment or service has terminated and the determination of the Termination Date for the purposes  of this Agreement will be determined by the Committee (or, with respect to any Participant who is not a  





 






Nonqualified Stock Option Agreement (Director) – Page 4    director or Officer, its designee, whose good faith determination will be final, binding and conclusive;  provided, that such designee may not make any such determination with respect to the designee’s own  employment for purposes of the Option).  8. Restrictions on Transfer.     (a) Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or  encumber the Option or Participant’s right under the Option to receive Shares, other than in accordance  with Section 13(b) of the Plan.  (b) Participant agrees that in the event the Company advises Participant that it plans an  underwritten public offering of Shares in compliance with the Securities Act and that the underwriter(s)  seek to impose restrictions under which certain shareholders may not sell or contract to sell or grant any  option to buy or otherwise dispose of part or all of their stock purchase rights of the underlying Shares,  Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant will  not sell or contract to sell or grant an option to buy or otherwise dispose of any Shares subject to this  Agreement without the prior written consent of the underwriter(s) or its representative(s).  9. Repayment of Proceeds; Clawback Policy. The Shares subject to the Option and  all proceeds related to such Shares are subject to the clawback and repayment terms set forth in Sections  13(v) and 13(x) of the Plan and the Company’s clawback policy, as in effect from time to time, to the extent  Participant is a director or Officer.  Any reference in this Agreement to grounds existing for a termination  of employment with Cause will be determined without regard to any notice period, cure period, or other  procedural delay or event required prior to finding of or termination with, Cause.    10. No Right to Continued Employment or Service. Neither the Plan nor this  Agreement nor Participant’s receipt of the Option hereunder shall impose any obligation on the Company  or any Affiliate to continue the employment or service of Participant. Further, the Company or any Affiliate  (as applicable) may at any time terminate the employment or service of Participant, free from any liability  or claim under the Plan or this Agreement, except as otherwise expressly provided herein.    11. Adjustments. The terms of this Agreement, including, without limitation, (a) the  number of Shares subject to the Option and (b) the Exercise Price specified herein, will be subject to  adjustment in accordance with Section 11 of the Plan.    12. Securities Laws; Cooperation.  Upon the vesting of any unvested portion of the  Option, Participant will make or enter into such written representations, warranties and agreements as  the Committee may reasonably request in order to comply with applicable securities laws, the Plan or this  Agreement.  Participant further agrees to cooperate with the Company in taking any action reasonably  necessary or advisable to consummate the transactions contemplated by this Agreement.  13. Notices.  Any notice necessary under this Agreement shall be addressed to the  Company in care of its Secretary at the principal executive office of the Company and to Participant at the  address appearing in the personnel records of the Company for such Participant or to either party at such  other address as either party hereto may hereafter designate in writing to the other.  Any such notice  shall be deemed effective upon receipt thereof by the addressee.   





 






Nonqualified Stock Option Agreement (Director) – Page 5    14. Governing Law; Venue; Jury Trial Waiver; Language. This Agreement will be  governed by and construed in accordance with the internal laws of the State of Delaware applicable to  contracts made and performed wholly within the State of Delaware, without giving effect to the conflict  of laws provisions thereof. For purposes of litigating any dispute that may arise directly or indirectly from  this Agreement, the parties hereto hereby submit and consent to the exclusive jurisdiction of the State of  California and agree that any such litigation shall be conducted only in the courts of California or the  federal courts of the United States located in California and no other courts. Each of Participant, the  Company and any transferees who hold a portion of the Options pursuant to a valid assignment hereby  irrevocably waives any right to a jury trial. If Participant has received a copy of this Agreement (or the Plan  or any other document related hereto or thereto) translated into a language other than English, such  translated copy is qualified in its entirety by reference to the English version thereof, and in the event of  any conflict the English version will govern.  Participant acknowledges that Participant is sufficiently  proficient in English to understand the terms and conditions of this Agreement.    15. Successors in Interest. Any successor to the Company will have the benefits of  the Company under, and be entitled to enforce, this Agreement. Likewise, Participant’s legal  representative will have the benefits of Participant under, and be entitled to enforce, this Agreement. All  obligations imposed upon Participant and all rights granted to the Company under this Agreement will be  final, binding and conclusive upon Participant’s heirs, executors, administrators and successors.    16. Severability. Should any provision of this Agreement be held by a court of  competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this  Agreement will not be affected by such holding and will continue in full force in accordance with their  terms.    17. Data Privacy Acknowledgement.     (a) General. Participant hereby explicitly and unambiguously acknowledges and agrees  to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described  in this Agreement and any other Option grant materials by and among, as applicable, Participant’s  employer or contracting party (the “Service Recipient”) and the Company for the exclusive purpose of  implementing, administering and managing Participant’s participation in the Plan. Participant  understands that the Company may hold certain personal information about Participant, including, but  not limited to, Participant’s name, home address, email address and telephone number, work location  and phone number, date of birth, social insurance number, passport or other identification number,  salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of  all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or  outstanding in Participant’s favor, for the purpose of implementing, administering and managing  Participant’s participation in the Plan (“Personal Data”).   (b) Use of Personal Data; Retention. Participant understands that Personal Data may be  transferred to Fidelity or any other third parties assisting in the implementation, administration and  management of the Plan, now or in the future, that these recipients may be located in Participant’s  country or elsewhere, and that the recipient’s country may have different data privacy laws and  protections than Participant’s country. Participant understands that Participant may request a list with  the names and addresses of any potential recipients of the Personal Data by contacting Participant’s local  human resources representative. Participant authorizes the recipients to receive, possess, use, retain and  transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering  





 






Nonqualified Stock Option Agreement (Director) – Page 6    and managing Participant’s participation in the Plan. Participant understands that Personal Data will be  held only as long as is necessary to implement, administer and manage Participant’s participation in the  Plan. Participant understands that Participant may, at any time, view Personal Data, request additional  information about the storage and processing of Personal Data, require any necessary amendments to  Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing  Participant’s local human resources representative.   (c) Withdrawal of Consent. Participant understands that Participant is providing the  consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks  to revoke Participant’s consent, Participant’s employment status or service with the Service Recipient will  not be affected; the only consequence of Participant’s refusing or withdrawing Participant’s consent is  that the Company would not be able to grant the Option or other equity awards to Participant or  administer or maintain such awards.  Therefore, Participant understands that refusing or withdrawing  Participant’s consent may affect Participant’s ability to participate in the Plan. For more information on  the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands  that Participant may contact Participant’s local human resources representative.   18. Limitation on Rights; No Right to Future Grants; Extraordinary Item of  Compensation.  By accepting this Agreement and the grant of the Option evidenced hereby, Participant  expressly acknowledges that (a) the Plan is established voluntarily by the Company, it is discretionary in  nature and may be suspended or terminated by the Company at any time to the extent permitted by the  Plan; (b) the grant of the Option is exceptional, voluntary and occasional and it does not create any  contractual or other right to receive future grants of options, or benefits in lieu of options, even if options  have been granted in the past; (c) all determinations with respect to future option grants, if any, including  the grant date, the number of Shares granted, the exercise price and the exercise date or dates, will be at  the sole discretion of the Company; (d) Participant’s participation in the Plan is voluntary and not a  condition of employment, and Participant may decline to accept the Option without adverse  consequences to Participant’s continued employment relationship with the Company Group; (e) the value  of the Option is an extraordinary item that is outside the scope of Participant’s employment contract, if  any, and nothing can or must automatically be inferred from such employment contract or its  consequences; (f) the Option and any Shares acquired under the Plan, and the income from and value of  same, are not part of normal or expected compensation for any purpose and are not to be used for  calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service  awards, pension or retirement benefits or similar payments, Participant waives any claim on such basis  and, for the avoidance of doubt, the Option will not constitute an “acquired right” under the applicable  law of any jurisdiction; (g) if the underlying Shares do not increase in value, the Option will have no value;  (h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or  decrease in value, even below the Exercise Price; and (i) the future value of the underlying Shares is  unknown and cannot be predicted with certainty. In addition, Participant understands, acknowledges and  agrees that Participant will have no rights to compensation or damages related to Option proceeds in  consequence of the termination of Participant’s employment for any reason whatsoever and whether or  not in breach of contract.    19. Award Administrator. The Company may from time to time designate a third  party (an “Award Administrator”) to assist the Company in the implementation, administration and  management of the Plan and any Option granted thereunder, including by sending award notices on  behalf of the Company to Participants, and by facilitating through electronic means acceptance of  Agreement by Participants and Option exercises by Participants.   





 






Nonqualified Stock Option Agreement (Director) – Page 7      20. Book Entry Delivery of Shares. Whenever reference in this Agreement is made to  the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue  or deliver such Shares in book entry form in lieu of certificates.    21. Amendment.  The Committee may waive any conditions or rights under, amend  any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver,  amendment, alteration, suspension, discontinuance, cancellation or termination shall materially  adversely affect the rights of Participant hereunder without the consent of Participant.  22. Section 409A.  It is not intended that the Option granted hereunder be subject to  Section 409A of the Code.  23. Electronic Delivery and Acceptance.  This Agreement may be executed  electronically and in counterparts. The Company may, in its sole discretion, decide to deliver any  documents related to the Plan by electronic means. Participant hereby consents to receive such  documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic  system established and maintained by the Company or a third party designated by the Company.  24. Acceptance and Agreement by Participant; Forfeiture upon Failure to Accept.  Participant’s rights under the Option will lapse ninety (90) days from the Date of Grant, and the Option  will be forfeited on such date if Participant has not accepted this Agreement by such date. For the  avoidance of doubt, Participant’s failure to accept this Agreement will not affect Participant’s continuing  obligations under any other agreement between the Company and Participant.    25. No Advice Regarding Grant. Notwithstanding anything herein to the contrary,  Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice,  nor is the Company making any recommendations regarding Participant’s participation in the Plan or  Participant’s acquisition or sale of the underlying Shares.  Participant is hereby advised to consult with his  or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before  taking any action related to the Plan.  26. Imposition of Other Requirements. The Company reserves the right to impose  other requirements on Participant’s participation in the Plan, on the Option and on any Shares acquired  under the Plan, to the extent the Company determines it is necessary or advisable for legal or  administrative reasons, and to require Participant to sign any additional agreements or undertakings that  may be necessary to accomplish the foregoing.  27. Waiver. Participant acknowledges that a waiver by the Company of breach of any  provision of this Agreement will not operate or be construed as a waiver of any other provision of this  Agreement, or of any subsequent breach by Participant or any other participant in the Plan.   [Signatures follow]    





 






  [Signature page to Nonqualified Stock Option Agreement (Director)]  10x GENOMICS, INC.             By:           _______________________________    Name:       Title:                   PARTICIPANT     Acknowledged and Agreed   as of the date first written above:       ______________________________   [Participant Name]