**Exhibit 10.1**

 

**GENAISSANCE PHARMACEUTICALS, INC.**

 

**2000 Amended and Restated Equity Incentive Plan**

 

**Nonstatutory Stock Option Agreement**

 

GenaissancePharmaceuticals, Inc. (the “Company”), a Delaware corporation, hereby grants tothe person named on the Certificate of Stock Option Grant on the AST Stockplanwebsite (the “Certificate”) an option to purchase shares of Common Stock,$0.001 par value, of the Company (the “Option”) under and subject to theCompany’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 shall not betreated as an Incentive Stock Option under section 422 of the Internal RevenueCode of 1986, as amended (the “Code”).

 

1. Plan Incorporatedby Reference. This Option is issued pursuant to the terms of the Plan andmay be amended as provided in the Plan. Capitalized terms used and nototherwise defined in the Certificate have the meanings given to them in thePlan. The Certificate does not set forth all of the terms and conditions of thePlan, which are incorporated herein by reference. The Committee administers thePlan and its determinations regarding the operation of the Plan are final andbinding. 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 Common Stock issued upon exercise of thewhole or any part of this Option is the Option Price set forth on theCertificate.

 

3. ExercisabilitySchedule. This Option may be exercised at any time and from time to timefor the number of shares and in accordance with the exercisability schedule setforth on the Certificate, but only for the purchase of whole shares. ThisOption may not be exercised as to any shares after the Expiration Date. ThisOption may be terminated by the Company before the Expiration Date as permittedby the Plan.

 

4. Method of Exercise.To exercise this Option, the Optionholder shall deliver to the Company a CashLetter of Authorization which is a written notice of exercise available fromthe AST Stockplan website specifying the number of shares with respect to whichthe Option is being exercised accompanied by payment of the Option Price forsuch shares in cash, by certified check or in such other form, including, tothe extent then permitted by the Committee, shares of Common Stock of theCompany valued 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 towhich the Option is being exercised.

 

5. No Right To Employment. No person shall have any claim or rightto be granted an Option. Each employee of the Company or any of its Affiliatesis an employee-at-will (that is to say that either the Participant or theCompany or any Affiliate may terminate the

 

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employment relationshipat any 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, noroperation of the Plan nor any Option hereunder shall confer upon any employeeof the Company or of any Affiliate any right with respect to the continuance ofhis/her employment by the Company or any such Affiliate nor shall theyinterfere with the right of the Company or Affiliate to terminate any employeeat any time or otherwise change the terms of employment, including, withoutlimitation, the right to promote, demote or otherwise re-assign any employeefrom one position to another within the Company or any Affiliate.

 

6. Effect of Grant.Optionholder shall not earn any Options granted hereunder until such time asall the conditions set forth herein and in the Plan which arerequired to be met in order to exercise the Option have been fully satisfied.

 

7. Change of Control.In order to preserve the Optionholder’s rights under the Option in the event ofa change in control of the Company as defined by the Committee, the Committeein its discretion may at any time take one or more of the following actions:(i) provide for the acceleration of any time period relating to the exercise ofthe Option, (ii) provide for payment to the Optionholder of cash or otherproperty with a Fair Market Value equal to the amount that would have beenreceived upon the exercise or payment of the Option had the Option beenexercised or paid upon the change in control, (iii) adjust the terms of theOption in a manner determined by the Committee to reflect the change incontrol, (iv) cause the Option to be assumed, or new rights substitutedtherefor, by another entity, or (v) make such other provision as the Committeemay consider equitable to Optionholder and in the best interests of the Company.

 

8. Option NotTransferable. This Option is not transferable by the Optionholder otherthan by will or the laws of descent and distribution, and is exercisable,during the Optionholder’s lifetime, only by the Optionholder. The naming of aDesignated Beneficiary does not constitute a transfer.

 

9. Termination ofEmployment or Engagement. If the Optionholder’s status as an employee orconsultant of (a) the Company, (b) an Affiliate, or (c) a corporation (orparent or subsidiary corporation of such corporation) issuing or assuming astock option in a transaction to which section 424(a) of the Code applies, isterminated for any reason (voluntary or involuntary), (i) this Option shall notthereafter become exercisable as to any additional shares and (ii) if theperiod of exercisability for this Option following such termination has notbeen specified by the Board, the vested portion of this Option shall remainexercisable (to the extent not previously exercised) for three (3) months afterthe day on which the Participant’s employment or engagement is terminated,whereupon this Option shall terminate; exceptthat

 

(a)If the Participant is on military, sick leave or other leave of absenceapproved by the Company, his or her employment or engagement with the Companywill be treated as continuing intact if the period of such leave does notexceed ninety (90) days, or, if longer, so long as the Participant’s right toreemployment or the survival of his or her service arrangement with the Companyis guaranteed either by statute or by contract; otherwise, the Participant’semployment or engagement will be deemed to have terminated on the 91st day ofsuch leave.

 

(b)If the Participant’s employment is terminated by reason of his or herretirement from the Company at normal retirement age, each Option then held bythe Participant, to the extent exercisable at retirement, may be

 

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exercised by theParticipant at any time within three (3) months after such retirement unlessterminated earlier by its terms.

 

(c)If the 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)If the 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. Forpurposes hereof, an individual shall be deemed to be “permanently and totallydisabled” if he or she is unable to engage in any substantial gainful activityby reason of any medically determinable physical or mental impairment which canbe expected to result in death or which has lasted or can be expected to lastfor a continuous period of not less than twelve (12) months. Any determinationof permanent 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 a condition to the Optionholder’s right topurchase shares of Common Stock hereunder that the Company may, in itsdiscretion, require (a) that the shares of Common Stock reserved for issuanceupon the exercise of this Option shall have been duly listed, upon officialnotice of issuance, upon any national securities exchange or automatedquotation system on which the Company’s Common Stock may then be listed orquoted, (b) that either (i) a registration statement under the Securities Actof 1933 with respect to the shares shall be in effect, or (ii) in the opinionof counsel for the Company, the proposed purchase shall be exempt fromregistration under that Act and the Optionholder shall have made suchundertakings 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 representing the shares purchased under this Optionmay contain such legends as counsel for the Company shall consider necessary tocomply with any applicable law.

 

11. Payment of Taxes.The Optionholder shall pay to the Company, or make provision satisfactory tothe Committee for payment of, any taxes required by law to be withheld withrespect to the exercise of the Option no later than the date of the eventcreating the tax liability. The Company and its Affiliates may, to the extentpermitted by law, deduct any such tax obligations from any payment of any kinddue to the Optionholder. In the Committee’s discretion, the minimum taxobligations required by law to be withheld with respect to the exercise of theOption 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.

 

Optionee acknowledgesreceipt of a copy of the Plan, a copy of which is available on the ASTStockplan website 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 hereby agrees to accept as binding, conclusiveand final all

 

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decisions orinterpretations of the Board or of the Committee upon any questions arisingunder the Plan.

 

 

Adopted:September 20, 2000

 

 

By acceptance of thisOption, the Optionholder agrees to the terms and conditions set forth above andthose attached hereto and in the Plan.

 

 

GENAISSANCE PHARMACEUTICALS,INC.

 

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**Grantedto:**

**SocialSecurity Number:**

**EmployeeID:**

**Optionto Purchase:**

**Typeof Stock Option:**

** **

**GrantNumber:**

**GrantDate:**

**GrantExpiration Date:**

**GrantPrice: $**

 

**VestingSchedule**

**VestingStart Date:**

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**Thisstock option was granted to you on                       by your company. The stock option price is the FMV on the date of grant, whichwas $          .**

 

 
| **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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