Exhibit 10.3


 


	
   

  	
  DYAX CORP

  ID:
  04-3053198 

  300 Technology Square

  Cambridge, MA 02139

  
	
  Notice of Grant of Stock Options

  
	
  and Option Agreement

  
	
   

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
  <Name>

  	
  Option Number:

  	
  <Option Number>

  
	
  <Address>

  	
  Plan:

  	
  1995

  
	
   

  	
  ID:

  	
  <ID Number>

  



 


 


Effective                 , you have been granted a(n) Non-Qualified
Stock Option to buy                 shares of DYAX CORP (the Company) stock at $           per share.


 


The total option
price of the shares granted is $              
..


 


Shares in each
period will become fully vested on the date shown.


 




	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shares

  	
   

  	
  Vest Type

  	
   

  	
  Full Vest

  	
   

  	
  Expiration

  	
   

  






 


 


 


 


 


 


 


By your signature
and the Company’s signature below, you and the Company agree that these options
are granted under and governed by the terms and conditions of the Company’s
Stock Option Plan as amended and the Option Agreement, all of which are
attached and made a part of this document.


 


 


 


 


	
  DYAX CORP

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
  Date

  	
   

  



 


 


 


 


 





















 


DYAX
CORP 1995 EQUITY INCENTIVE PLAN


Nonstatutory Stock Option
Terms And Conditions


 


 


                1.  Option Price.  The price to be paid for each share of Common
Stock upon exercise of the whole or any part of this Option shall be the amount
set forth as the Option Price on the face of this Certificate, which is not
less than 100% of the fair market value of a share of Common Stock of the
Company on the Date of Grant.


 


                2.  Exercisability Schedule.  This Option may be exercised with respect to
the aggregate number of shares set forth in the Exercisability Schedule on the
face of this Certificate at any time after the dates specified in such
schedule, provided, however, that this Option may not be exercised as to any
shares after the expiration of ten (10) years from the Date of Grant.


 


                3.  Method of Exercise.  This Option may be exercised at any time and
from time to time, subject to the limitation of Section 2 above, up to the
aggregate number of shares specified herein, but in no event for the purchase
of other than full shares.  To exercise
this Option, written notice of exercise shall be delivered to the Company
specifying the number of shares with respect to which the Option is being
exercised accompanied by payment of the Option Price for such shares in cash,
by personal or certified check or in such other form, including shares of
Common Stock of the Company valued at their Fair Market Value on the date of
delivery, as the Committee may approve. 
If the Company determines that the notice of exercise and payment are in
order (which in the case of payment by personal check may include the clearing
of funds for payment), the Company will promptly proceed to have prepared and
delivered to the Optionholder a certificate for the number of shares with
respect to which the Option is being exercised.


 


                4.  Exercise of Option After Termination of
Service.  If the Optionholder is no
longer serving as an employee, director or consultant, as the case may be, of
(i) the Company, (ii) a parent or subsidiary corporation of the Company, or
(iii) a corporation (or parent or subsidiary corporation of such corporation)
issuing or assuming a stock option in a transaction to which section 424(a) of
the Code applies, for any reason other than by his death or disability (as
determined by the Board of Directors of the Company), he may exercise the
rights which he had hereunder at the time of such termination only within three
(3) months from the date of termination. 
If his service is terminated for reason of disability, such rights may
be exercised within twelve (12) months from the date of termination.  Upon the death of the Optionholder, those
entitled to do so by the Optionholder’s will or the laws of descent and
distribution shall have the right, at any time within twelve (12) months after
the date of death, to exercise in whole or in part any rights which were available
to the Optionholder at the time of his death. 
This Option shall terminate, and no rights hereunder may be exercised,
after the expiration of the applicable exercise period.  Notwithstanding the foregoing provisions of
this Section 4, no rights under this Option be exercised after the expiration
of ten (10) years from the Date of Grant


 


                5.  Rights as a Stockholder or Employee.  The Optionholder shall not be deemed, for any
purpose, to have any rights whatever in respect of shares to which the Option
shall not have been exercised and payment made as aforesaid.  The Optionholder shall not be deemed to have
any rights to continued employment by the Company by virtue of the grant of
this Option.


 


                6.  Recapitalizations, Mergers, Etc.  In the event of any stock dividend, split-up,
combination or reclassification of shares, recapitalization or other similar
capital change affecting the Common Stock of the Company, the provisions of
section 5(b) of the Plan shall apply.


 


                In the event of a
consolidation or merger of the Company with another corporation, or the sale or
exchange of all or substantially all of the assets of the Company, or a
reorganization or liquidation of the Company, the Optionholder shall be
entitled to receive upon exercise and payment in accordance with the terms of
this Option the same shares, securities or property as he would have been
entitled to receive upon the occurrence of such event if he had been,
immediately prior to such event, the holder of the number of shares of Common
Stock purchasable under this Option, or if another corporation shall be the
survivor, such corporation shall substitute therefor substantially equivalent
shares, securities or property of such other corporation; provided, however,
that in lieu of the foregoing the Committee may upon written notice to the
Optionholder provide that this Option shall terminate on a date not less than
twenty (20) days after the date of such notice unless theretofore
exercised.  In connection with such
notice, the Committee may in its discretion accelerate or waive any deferred
exercise period.


 


                7.  Option Not Transferable.  This Option is not transferable by the
Optionholder otherwise than by will or the laws of descent and distribution,
and is exercisable, during the Optionholder’s lifetime, only by the
Optionholder.


 


                8.  Compliance with Securities Laws.  It shall be a condition to the Optionholder’s
right to purchase shares of Common Stock hereunder that the Company may, in its
discretion, require (a) that the shares of Common Stock reserved for issue upon
the exercise of this Option shall have been duly listed, upon official notice
of issuance, upon any national securities exchange on which the Company’s
Common Stock may then be listed, (b) that either (i) a registration statement
under the Securities Act of 1933, as amended, with respect to said shares shall
be in effect, or (ii) in the opinion of counsel for the Company the proposed
purchase shall be exempt from registration under said Act and the Optionholder
shall have made such undertakings and agreements with the Company as the
Company may reasonably require, and (c) that such other steps, if any, as
counsel for the Company shall deem necessary to comply with any law, rule or
regulation applicable to the issue of such shares by the Company shall have
been taken by the Company or the Optionholder, or both.  The certificates representing the shares
purchased under this Option may contain such legends as counsel for the Company
shall deem necessary to comply with any applicable law, rule or regulation.


 


                9.  Payment of Taxes.  Any exercise of this Option is conditioned
upon the payment, if the Company so requests, by the Optionholder or his heirs
by will or by the laws of descent and distribution, of all state and federal
taxes imposed upon the exercise of this Option and the issue to the
Optionholder of the shares of Common Stock covered hereby.  In the Committee’s discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock,
including retention of shares being purchased by the Optionholder, valued at
their Fair Market Value on the date of delivery.  The Company may to the extent permitted by
law deduct any such tax obligations from any payment of any kind otherwise due
to the Optionholder.


 


                10.  Notice of Sale of Shares Required.  The Optionholder agrees to notify the Company
in writing within thirty (30) days of the disposition of one or more shares of
stock purchased upon exercise of this Option if such disposition occurs within
two years of the Date of Grant or within one year after such purchase.


 


                11. Plan
Incorporated by Reference.  This
Option is issued pursuant to the terms of the Plan and may be amended as
provided in the Plan.  This Certificate
does not set forth all of the terms and conditions of the Plan, which are
incorporated herein by reference. 
Capitalized terms used and not otherwise defined herein have the
meanings given to them in the Plan.  The
Committee administers the Plan and its determinations regarding the operation
of the Plan are final and binding.  A
copy of the Plan may be obtained upon written request without charge from the
Chief Financial Officer of the Company.


 


Adopted
12/5/00