exv10w32





Exhibit 10.32


CERES, INC. 2011 EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE




           Ceres, Inc., a Delaware corporation (together with any successor thereof, the
“Company”), pursuant to its 2011 Equity Incentive Plan, as amended from time to time (the
“Plan”), hereby grants to the holder listed below (“Participant”), an option to
purchase the number of shares of the Company’s common stock, par value $0.01 (“Shares”),
set forth below (the “Option”). This Option is subject to all of the terms and conditions
set forth herein and in the Stock Option Award Agreement attached hereto as Exhibit A (the
“Option Award Agreement”) and the Plan, each of which are incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Grant Notice and the Option Award Agreement.



 





	 	 	 

	Participant:

	 	                                        
	 
	 	 
	Grant Date:

	 	                                        
	 
	 	 
	Exercise Price per Share:

	 	$                                      
	 
	 	 
	Total Number of Shares Subject to the Option:

	 	                                         Shares
	 
	 	 
	Expiration Date:

	 	                                        
	 
	 	 
	Vesting Schedule:

	 	                                        
	 
	 	 
	Type of Option:

	 	o Incentive Stock Option (to the extent allowable)
	 
	 	 
	 

	 	o Nonstatutory Stock Option





By signing below, Participant agrees to be bound by the terms and conditions of the Plan, the Stock
Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the
Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Notice and fully understands all provisions of this Grant
Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan, this Grant Notice or the Stock Option Agreement.



IN WITNESS WHEREOF, the undersigned have executed this Grant Notice effective as of the Grant Date.




	 	 	 	 	 	 	 	 	 	 	 	 	 

	CERES, INC.	 	 	 	PARTICIPANT
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 

Name:
	 	 	 	 	 	 
	 

	 	 

Title:
	 	 	 	 

	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 	 	 






 









 






EXHIBIT A

TO STOCK OPTION GRANT NOTICE




CERES, INC. OPTION AWARD AGREEMENT



           Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this
Option Award Agreement (this “Agreement”) is attached, Ceres, Inc., a Delaware corporation
(together with any successor thereof, the “Company”), has granted to Participant an Option
under the Company’s 2011 Equity Incentive Plan, as amended from time to time (the “Plan”),
to purchase the number of Shares indicated in the Grant Notice.





	1.	 	General.





     1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the
meanings specified in the Plan and the Grant Notice, unless the context clearly indicates
otherwise.



     1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions
of the Plan which are incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.




	2.	 	Grant of Option.





     2.1 Grant of Option. In consideration of Participant’s employment with or service to
the Company or a Subsidiary and for other good and valuable consideration, effective as of the
Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to
Participant the Option to purchase any part or all of an aggregate of the number of Shares set
forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement,
subject to adjustments as provided in Article 13 of the Plan. Unless designated as a Nonstatutory
Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum
extent permitted by law.



     2.2 Exercise Price. The exercise price of the Shares subject to the Option shall be
as set forth in the Grant Notice, without commission or other charge; provided,
however, that the price per share of the Shares subject to the Option shall not be less
than 100% of the Fair Market Value of a Share on the Grant Date. Notwithstanding the foregoing, if
this Option is designated as a Greater Than 10% Stockholder, the price per share of the Shares
subject to the Option shall not be less than 110% of the Fair Market Value of a Share on the Grant
Date.



     2.3 Consideration to the Company. In consideration of the grant of the Option by the
Company, Participant agrees to render faithful and efficient services to the Company or any
Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to
continue in the employ or service of the Company or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby
expressly reserved, to discharge or terminate the services of Participant at any time for any
reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a
written agreement between the Company or a Subsidiary and Participant.



 









 






	3.	 	Period of Exercisability.





     3.1 Commencement of Exercisability.




     (a) Subject to Sections 3.2, 3.3, 5.10 and 5.15 hereof, the Option shall become vested
and exercisable in such amounts and at such times as are set forth in the Grant Notice.




     (b) No portion of the Option that has not become vested and exercisable at the date of
Participant’s Termination of Service shall thereafter become vested and exercisable, except
as may be otherwise provided by the Administrator or as set forth in a written agreement
between the Company and Participant.




     (c) Notwithstanding Sections 3.1(b) hereof and the Grant Notice, but subject to Section
3.1(a) hereof, pursuant to Article 13 of Plan, the Option shall become fully vested and
exercisable with respect to all Shares covered thereby in the event of a Change in Control,
in connection with which (i) the successor corporation does not assume the Option or
substitute an equivalent right for the Option or (ii) Participant suffers a Qualifying
Termination. Should the successor corporation assume the Option or substitute an equivalent
right, and should Participant not suffer a Qualifying Termination, then no acceleration
shall apply.



     3.2 Duration of Exercisability. The installments provided for in the vesting schedule
set forth in the Grant Notice are cumulative. Each installment that becomes vested and exercisable
pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable
until it expires under Section 3.3 hereof.



     3.3 Expiration of Option. The Option may not be exercised to any extent by anyone
after the first to occur of the following events:




     (a) The Expiration Date set forth in the Grant Notice, which shall in no event be more
than ten years from the Grant Date;




     (b) If this Option is designated as an Incentive Stock Option and Participant is a
Greater Than 10% Stockholder, the expiration of five years from the Grant Date;




     (c) The expiration of three months from the date of Participant’s Termination of
Service, unless such termination occurs by reason of Participant’s death or disability; or




     (d) The expiration of one year from the date of Participant’s Termination of Service by
reason of Participant’s death or disability.



     3.4 Special Tax Consequences. Participant acknowledges that, to the extent that the
aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with
respect to which Incentive Stock Options, including the Option (if applicable), are exercisable for
the first time by Participant in any calendar year exceeds $100,000, the Option and such other
options shall be Nonstatutory Stock Options to the extent necessary to comply with the



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limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the
rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive
stock options” into account in the order in which they were granted, as determined under Section
422(d) of the Code. Participant also acknowledges that an Incentive Stock Option exercised more
than three months after Participant’s Termination of Employment, other than by reason of death or
disability, will be taxed as a Nonstatutory Stock Option.




     3.5 Tax Indemnity.




     (a) Participant agrees to indemnify and keep indemnified the Company and its
Subsidiaries from and against any liability for or obligation to pay any Tax Liability (a
“Tax Liability” being any liability for income tax, withholding tax and any other
employment related taxes or social security contributions in any jurisdiction) that is
attributable to (i) the grant or exercise of, or a benefit derived by Participant from, the
Option, (ii) the acquisition by Participant of Common Stock on exercise of the Option, or
(iii) the disposition of any Common Stock.




     (b) The Option cannot be exercised until Participant has made such arrangements as the
Company may require for the satisfaction of any Tax Liability that may arise in connection
with the exercise of the Option or the acquisition of the Shares by Participant. The
Company shall not be required to issue, allot or transfer Shares until the Employee has
satisfied this obligation.




	4.	 	Exercise of Option.





     4.1 Person Eligible to Exercise. During the lifetime of Participant, only Participant
may exercise the Option or any portion thereof, unless it has been disposed of pursuant to a
qualified domestic relations order or is otherwise permitted under the Plan. After the death of
Participant, any exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3 hereto, be exercised by Participant’s personal representative or by
any person empowered to do so under the deceased Participant’s will or under the then Applicable
Laws of descent and distribution.



     4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior to the time when
the Option or portion thereof becomes unexercisable under Section 3.3 hereof.



     4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be
exercised solely by delivery to in care of the Secretary of the Company (or any other person or
entity as designated by the Administrator), during regular business hours, of all of the following
prior to the time when the Option or a portion thereof becomes unexercisable under Section 3.3
hereof:




     (a) An exercise notice in a form specified by the Administrator, stating that the
Option or portion thereof is thereby exercised, and complying with all applicable rules
established by the Administrator;



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     (b) The receipt by the Company of full payment for the Shares with respect to which the
Option or portion thereof is exercised, including payment of any applicable withholding tax,
which shall be made by deduction from other compensation payable to Participant or in
another form of consideration permitted under Section 4.4 hereof that is acceptable to the
Company;




     (c) Any other written representations as may be required in the Administrator’s
reasonable discretion to evidence compliance with the Securities Act or any other Applicable
Law; and




     (d) In the event the Option or portion thereof shall be exercised pursuant to Section
4.1 hereof by any person or persons other than Participant, appropriate proof of the right
of such person or persons to exercise the Option.


Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of
the manner of exercise, which conditions may vary by country and which may be subject to change
from time to time.




     4.4 Method of Payment. Payment of the exercise price shall be by any of the following
methods, at the election of Participant:




     (a) cash or check;




     (b) with the consent of the Administrator, Shares (including Shares issuable pursuant
to the exercise of the Award) or Shares held for such period of time as may be required by
the Administrator in order to avoid adverse accounting consequences, in each case, having a
Fair Market Value on the date of delivery equal to the aggregate payments required;




     (c) with the consent of the Administrator, delivery of a notice that Participant has
placed a market sell order with a broker with respect to shares of Common Stock then
issuable upon exercise or vesting of an Award, 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 payments required; provided that payment of such proceeds is then made to
the Company upon settlement of such sale; or




     (d) any other form of legal consideration acceptable to the Administrator.



     4.5 Conditions to Issuance of Shares. The Shares deliverable upon the exercise of the
Option, or any portion thereof, may be either previously authorized but unissued Shares or issued
Shares that have then been reacquired by the Company. The Shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the
exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:




     (a) the Board has determined that the issuance of such Shares is in compliance with all
Applicable Laws, regulations of governmental authorities and the requirements of the
exchange on which the Shares are listed or traded;



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     (b) the Shares are covered by an effective registration statement or applicable
exemption from registration;




     (c) Participant has made any reasonable covenants, agreements and representations as
required by the Board in order to comply with Applicable Law;




     (d) Participant has complied with any timing or other restrictions with respect to the
settlement, distribution or exercise of the Option, including a window-period limitation, as
required by the Administrator from time to time;




     (e) the Administrator has obtained all approvals and other clearances from any state or
federal governmental agency that the Administrator has determined to be necessary or
advisable; and




     (f) the Company has received full payment for such Shares, including payment of any
applicable withholding tax, which may be in one or more of the forms of consideration
permitted under Section 4.4 hereof.



     4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the
rights or privileges of, a stockholder of the Company, including, without limitation, voting rights
and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the
Option unless and until such Shares shall have been issued by the Company and held of record by
such holder (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Shares are issued, except as provided in
Article 13 of the Plan.




	5.	 	Other Provisions.





     5.1 Administration. The Administrator shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions
taken and all interpretations and determinations made by the Administrator in good faith shall be
final, binding and conclusive upon Participant, the Company and all other interested persons. No
member of the Committee or the Board, or any employee or officer of the Company, shall be
personally liable for any action, determination or interpretation made in good faith with respect
to the Plan, this Agreement or the Option.



     5.2 Whole Shares. The Option may only be exercised for whole Shares.



     5.3 Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be
sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution, unless and until the Shares underlying the Option have been issued, and all
restrictions applicable to the Shares have lapsed. Neither the Option nor any interest or right
therein shall be liable for the debts, contracts or engagements of Participant or his or her
successors in interest or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether the disposition is voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal



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or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is permitted by the
preceding sentence.




     5.4 Binding Agreement. Subject to the limitation on the transferability of the Option
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     5.5 Adjustments Upon Specified Events. The Administrator may accelerate the vesting
of the Option in such circumstances as it, in its sole discretion, may determine. In addition,
upon the occurrence of certain events relating to the Common Stock contemplated by Section 13.2 of
the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the
Administrator shall make such adjustments as the Administrator deems appropriate in the number of
Shares subject to the Option, the exercise price of the Option and the type and kind of securities
that may be issued upon exercise of the Option. Participant acknowledges that the Option is
subject to adjustment, modification and termination in certain events as provided in this Agreement
and Article 13 of the Plan.



     5.6 Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company (or any other person or
entity as designated by the Administrator) at the Company’s principal office, and any notice to be
given to Participant shall be addressed to Participant at Participant’s last address reflected on
the Company’s records. By a notice given pursuant to this Section 5.6, either party may hereafter
designate a different address for notices to be given to that party. Any notice that is required
to be given to Participant shall, if Participant is then deceased, be given to the person entitled
to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section
5.6. A notice shall be deemed duly given when sent via email or when sent by certified mail
(return receipt requested) and deposited (with postage prepaid) in a post office or branch post
office regularly maintained by the United States Postal Service.



     5.7 Titles and Headings. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.



     5.8 Governing Law. The laws of the State of Delaware shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this Agreement.



     5.9 Conformity to Laws. Participant acknowledges that the Plan and this Agreement are
intended to conform to the extent necessary with all provisions of the Securities Act, the Exchange
Act and the Code, and any and all regulations and rules promulgated thereunder, state securities
laws and regulations and all other Applicable Law. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in
such a manner as to conform to such laws, rules and regulations. To the extent permitted by
Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.



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     5.10 Amendments, Suspension and Termination. To the extent permitted by the Plan,
this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Committee or the Board; provided, that except as may
otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely affect the Option in any material way without the prior written consent
of Participant.



     5.11 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in
Section 5.3 hereof, this Agreement shall be binding upon Participant and his or her heirs,
executors, administrators, successors and assigns.



     5.12 Notification of Disposition. If this Option is designated as an Incentive Stock
Option, Participant shall give prompt notice to the Company of any disposition or other transfer of
any Shares acquired under this Agreement if the disposition or transfer is made (i) within two
years from the Grant Date with respect to such Shares or (ii) within one year after the transfer of
such Shares to Participant. The notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of indebtedness or other
consideration, by Participant in such disposition or other transfer.



     5.13 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall
confer upon Participant any right to continue to serve as an employee or other service provider of
the Company or any of its Subsidiaries.



     5.14 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all
Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with respect to the subject
matter hereof.



     5.15 Section 409A. This Option is not intended to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (together with any Department of
Treasury regulations and other interpretive guidance issued thereunder, including, without
limitation, any such regulations or other guidance that may be issued after the date hereof,
“Section 409A”). However, notwithstanding any other provision of the Plan, the Grant
Notice or this Agreement, if at any time the Administrator determines that the Option (or any
portion thereof) may be subject to Section 409A, the Administrator shall have the right, in its
sole discretion (without any obligation to do so or to indemnify Participant or any other person
for failure to do so), to adopt such amendments to the Plan, the Grant Notice or this Agreement, or
to adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, as the Administrator determines are necessary or
appropriate either for the Option to be exempt from the application of Section 409A or to comply
with the requirements of Section 409A.



     5.16 Limitation on Participant’s Rights. Participation in the Plan confers no rights
or interests other than as herein provided. This Agreement creates only a contractual obligation
on the part of the Company as to amounts payable and shall not be construed as creating a trust.



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Neither the Plan nor any underlying program, in and of itself, has any assets. Participant
shall have only the rights of a general unsecured creditor of the Company with respect to amounts
credited and benefits payable, if any, with respect to the Option, and rights no greater than the
right to receive Shares as a general unsecured creditor with respect to Option, as and when
exercised pursuant to the terms hereof.





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