**Exhibit 10.2**

 

**GENAISSANCE PHARMACEUTICALS, INC. INCENTIVE PLAN2000 AMENDED AND RESTATED EQUITY**

 

**Incentive Stock Option Terms And Conditions**

 

GenaissancePharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby grants tothe person named on the Certificate of Stock Option Grant available from theAST Stockplan website (the “certificate”) an option to purchase shares ofCommon Stock, $0.001 par value, of the Company (the “Option”) under and subjectto the Company’s 2000 Amended and Restated Equity Incentive Plan (the “Plan”)exercisable on the terms and conditions set forth below and those attachedhereto and in the Plan.

 

This Option is intended to be treated as anIncentive Stock Option under section 422 of the Internal Revenue Code of 1986,as amended (the “Code”).

 

1.     Plan Incorporated byReference.  This Option is issuedpursuant to the terms of the Plan and may be amended as provided in the Plan.Capitalized terms used and not otherwise defined in the Certificate have themeanings given to them in the Plan.  TheCertificate does not set forth all of the terms and conditions of the Plan,which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding theoperation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without chargefrom the Finance or Human Resources Department of the Company.

 

2.     Option Price.  The price to be paid for each share of CommonStock issued upon exercise of the whole or any part of this Option is theOption Price set forth on the Certificate.

 

3.     Exercisability Schedule.  This Option may be exercised at any time andfrom time to time for the number of shares and in accordance with theexercisability schedule set forth on the Certificate, but only for the purchaseof whole shares.  This Option may not beexercised as to any shares after the Expiration Date.  This Option may be terminated by the Companybefore the Expiration Date as permitted by the Plan.

 

4.     Method of Exercise.  To exercise this Option, the Optionholdershall deliver to the Company a Cash Letter of Authorization which is a writtennotice of exercise available from the AST Stockplan website specifying thenumber of shares with respect to which the Option is being exercisedaccompanied by payment of the Option Price for such shares in cash, bycertified check or in such other form, including, to the extent then permittedby the Committee, shares of Common Stock of

 

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the Companyvalued at their Fair Market Value on the date of delivery or a paymentcommitment of a financial or brokerage institution, as the Committee mayapprove. Promptly following such notice, the Company will deliver to theOptionholder a certificate representing the number of shares with respect to whichthe Option is being exercised.

 

5.     No Right To Employment.  Noperson shall have any claim or right to be granted an Option.  Each employee of the Company or any of itsAffiliates is an employee-at-will (that is to say that either the Participantor the Company or any Affiliate may terminate the employment relationship atany time for any reason or no reason at all) unless, and only to the extent,provided in a written employment agreement for a specified term executed by thechief executive officer of the Company or his duly authorized designee or theauthorized signatory of any Affiliate. Neither the adoption, maintenance, nor operation of the Plan nor anyOption hereunder shall confer upon any employee of the Company or of anyAffiliate any right with respect to the continuance of his/her employment bythe Company or any such Affiliate nor shall they interfere with the right ofthe Company or Affiliate to terminate any employee at any time or otherwisechange the terms of employment, including, without limitation, the right topromote, demote or otherwise re-assign any employee from one position toanother within the Company or any Affiliate.

 

6.     Effect of Grant.  Optionholder shall not earn any Optionsgranted hereunder until such time as all the conditions set forth herein and inthe Plan which are required to be met in order toexercise the Option have been fully satisfied.

 

7.     Change of Control.   In order to preserve the Optionholder’srights under the Option in the event of a change in control of the Company asdefined by the Committee, the Committee in its discretion may at any time takeone or more of the following actions: (i) provide for the acceleration of anytime period relating to the exercise of the Option, (ii) provide for payment tothe Optionholder of cash or other property with a Fair Market Value equal tothe amount that would have been received upon the exercise or payment of theOption had the Option been exercised or paid upon the change in control, (iii)adjust the terms of the Option in a manner determined by the Committee toreflect the change in control, (iv) cause the Option to be assumed, or newrights substituted therefor, by another entity, or (v) make such otherprovision as the Committee may consider equitable to Optionholder and in thebest interests of the Company.

 

8.     Option Not Transferable.  This Option is not transferable by theOptionholder other than by will or the laws of descent and distribution, and isexercisable, during the Optionholder’s lifetime, only by the Optionholder.  The naming of a Designated Beneficiary doesnot constitute a transfer.

 

9.     Termination ofEmployment or Engagement.  If theOptionholder’s status as an employee or consultant of (a) the Company, (b) anAffiliate, or (c) a corporation (or parent or subsidiary corporation of suchcorporation) issuing or assuming a stock

 

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option in a transaction to which section424(a) of the Code applies, is terminated for any reason (voluntary orinvoluntary), (i) this Option shall not thereafter become exercisable as to anyadditional shares and (ii) if the period of exercisability for this Optionfollowing such termination has not been specified by the Board, the vestedportion of this Option shall remain exercisable (to the extent not previouslyexercised) for three (3) months after the day on which the Participant’semployment or engagement is terminated, whereupon this Option shall terminate; exceptthat -

 

(a)       Ifthe Participant is on military, sick leave or other leave of absence approvedby the Company, his or her employment or engagement with the Company will betreated as continuing intact if the period of such leave does not exceed ninety(90) days, or, if longer, so long as the Participant’s right to reemployment orthe survival of his or her service arrangement with the Company is guaranteedeither by statute or by contract; otherwise, the Participant’s employment orengagement will be deemed to have terminated on the 91st day of such leave.

 

(b)      Ifthe Participant’s employment is terminated by reason of his or her retirementfrom the Company at normal retirement age, each Option then held by theParticipant, to the extent exercisable at retirement, may be exercised by theParticipant at any time within three (3) months after such retirement unless terminatedearlier by its terms.

 

(c)       Ifthe Participant’s employment or engagement is terminated by reason of his orher death, each Option then held by the Participant, to the extent exercisableat the date of death, may be exercised at any time within one year after thatdate (unless terminated earlier by its terms) by the person(s) to whom theParticipant’s option rights pass by will or by the applicable laws of descentand distribution.

 

(d)      Ifthe Participant’s employment or engagement is terminated by reason of his orher becoming permanently and totally disabled, each Option then held by theParticipant, to the extent exercisable upon the occurrence of permanent andtotal disability, may be exercised by the Participant at any time within one(1) year after such occurrence unless terminated earlier by its terms.  For purposes hereof, an individual shall bedeemed to be “permanently and totally disabled” if he or she is unable toengage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment which can be expected to result in death or whichhas lasted or can be expected to last for a continuous period of not less thantwelve (12) months.  Any determination ofpermanent and total disability shall be made in good faith by the Company onthe basis of a report signed by a qualified physician.

 

10.   Compliance withSecurities Laws.  It shall be acondition to the Optionholder’s right to purchase shares of Common Stockhereunder that the Company may, in its discretion, require (a) that the sharesof Common Stock reserved for issuance upon the exercise of this Option shallhave been duly listed, upon official notice of issuance, upon any nationalsecurities exchange or automated quotation system on

 

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which the Company’s Common Stock may then belisted or quoted, (b) that either (i) a registration statement under theSecurities Act of 1933 with respect to the shares shall be in effect, or (ii)in the opinion of counsel for the Company, the proposed purchase shall beexempt from registration under that Act and the Optionholder shall have madesuch undertakings and agreements with the Company as the Company may reasonablyrequire, and (c) that such other steps, if any, as counsel for the Companyshall consider necessary to comply with any law applicable to the issue of suchshares by the Company shall have been taken by the Company or the Optionholder,or both.  The certificates representingthe shares purchased under this Option may contain such legends as counsel for theCompany shall consider necessary to comply with any applicable law.

 

11.   Payment of Taxes. TheOptionholder shall pay to the Company, or make provision satisfactory to theCommittee for payment of, any taxes required by law to be withheld with respectto the exercise of the Option no later than the date of the event creating thetax liability.  The Company and itsAffiliates may, to the extent permitted by law, deduct any such tax obligationsfrom any payment of any kind due to the Optionholder.  In the Committee’s discretion, the minimumtax obligations required by law to be withheld with respect to the exercise ofthe Option may be paid in whole or in part in shares of Common Stock, includingshares retained from the exercise of the Option, valued at their Fair MarketValue on the date of retention.

 

12.   Notice of Sale of SharesRequired.  The Optionholder agrees tonotify the Company in writing within 30 days of the disposition of any sharespurchased upon exercise of this Option if such disposition occurs within twoyears of the date of the grant of this Option or within one year after suchpurchase.

 

Optionee acknowledges receiptof a copy of the Plan, a copy of which is available from the AST Stockplanwebsite, and represents that he or she is familiar with the terms andprovisions thereof, and hereby accepts this option subject to all of the termsand provisions thereof.  Optionee herebyagrees to accept as binding, conclusive and final all decisions or interpretationsof the Board or of the Committee upon any questions arising under the Plan.

 

 

Adopted:September 20, 2000

 

 

By acceptance of this Option,the Optionholder agrees to the terms and conditions set forth above and thoseattached hereto and in the Plan.

 

 

GENAISSANCE PHARMACEUTICALS,INC.

 

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| **Granted  to:  Social Security Number:  Employee ID:  Option to Purchase:  Type of Stock Option:**ISO | **This  stock option was granted to you  on <<date>> by your company. The  stock option price is the FMV on the  date of grant, which was $<<price>>.** |
|--------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                             | ** **                                                                                                                                                                      |
| **Grant Number:  Grant Date:  Grant Expiration Date:  Grant Price:**$                                  |                                                                                                                                                                                 |

 

**VestingSchedule**

**VestingStart Date:**

 

 
| **Date of  Vest** | ** ** | **Shares  Vesting Over  the Period** | ** ** | **Vesting  in Period  Occurs** | ** ** | **Last  Date to  Exercise** |   |        |
|-------------------|------------|--------------------------------------|------------|--------------------------------|------------|-----------------------------|--------|--------|
| ** **        | ** ** | ** **                           | ** ** | ** **                     | ** ** | ** **                  |   |   |
| ** **        | ** ** | ** **                           | ** ** | ** **                     | ** ** | ** **                  |   |   |
| ** **        | ** ** | ** **                           | ** ** | ** **                     | ** ** | ** **                  |   |   |

 

 

Authorized by:

Genaissance Pharmaceuticals,Inc.

 

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