EX-10.8



 Exhibit 10.8 
  

			
	Valeritas Holdings, Inc. 2016 Incentive Compensation Plan	  	




	Stock Option Agreement

  
 RECITALS

 A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board (or the board
of directors of any Parent or Subsidiary) and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). 

B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee. 
 C. All capitalized terms in this Agreement,
to the extent not defined herein or in the attached Appendix, shall have the meaning assigned to them in the Plan. 
 NOW, THEREFORE, it is hereby
agreed as follows: 
 1. Grant of Option. The Corporation hereby grants to Optionee, as of the Grant Date, an option to
purchase up to the number of Option Shares specified in the Grant Notice, subject to the terms and conditions of this Agreement and the Plan. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph
2 at the Exercise Price. 
 2. Option Term. This option shall have a maximum term of ten (10) years measured from the
Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 

3. Transferability. The transferability of this option shall be governed by the requirements of Article Two, Section I.F. of
the Plan. 
 4. Dates of Exercise. This option shall become vested and exercisable for the Option Shares in one or more
installments in accordance with the Exercise Schedule set forth in the Grant Notice. As the option becomes vested and exercisable for such installments, those installments shall accumulate, and the option shall remain vested and exercisable for
the accumulated installments until the Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 
 5. Cessation
of Service. The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 

(a) Should Optionee cease to remain in Service for any reason (other than death, Involuntary Termination, Retirement, Permanent Disability or
Misconduct) while this option is outstanding, then Optionee (or any person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a period of three (3) months (commencing with the first date
following such cessation of Service) during which to exercise this option, but in no event shall this option be exercisable at any time after the Expiration Date. 

(b) Should Optionee die while this option is outstanding, then this option may be exercised by (i) the personal representative of
Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime
pursuant to a permitted transfer under Paragraph 3, as the case may be. However, if Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then the designated
beneficiary or beneficiaries shall have the exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the
expiration of the twelve (12)-month period following the date of Optionee’s death or (ii) the Expiration Date. 
 (c) Should Optionee
cease Service by reason of Involuntary Termination, Retirement or Permanent Disability while this option is outstanding, then Optionee (or any person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3)
shall have a period of twelve (12) months (commencing with the first date following such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. 

Note: If this option is designated as an Incentive Option in the Grant Notice, exercise of this option on a date later than three (3)
months following cessation of Service due to Involuntary Termination or Retirement will result in the loss of Incentive Option tax treatment. In the event Incentive Option tax treatment is not available, this option will be taxed as a
Non-Statutory Option upon exercise. 







 (d) During the limited period of post-Service exercisability, this option may not be exercised in
the aggregate for more than the number of Option Shares for which this option is, at the time of Optionee’s cessation of Service, vested and exercisable pursuant to the Exercise Schedule specified in the Grant Notice. This option shall not vest
or become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule specified in the Grant Notice, following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the
Plan Administrator pursuant to an express written agreement with the Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any exercisable
Option Shares for which the option has not otherwise been exercised. 
 (e) Should Optionee’s Service be terminated for Misconduct or
should Optionee otherwise engage in any Misconduct while this option is outstanding, then this option shall terminate immediately and cease to remain outstanding. 

6. Change in Control. Except as may be provided in the Grant Notice, the provisions of the Plan applicable to a Change in
Control shall apply to the option, and, in the event of a Change in Control, the Board may take such actions as it deems appropriate pursuant to the Plan. 

7. Adjustment in Option Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, spin-off transaction, merger, reorganization, consolidation, reclassification or change in par value, or any other unusual or infrequently occurring event affecting the outstanding Common
Stock as a class without the Corporation’s receipt of consideration, then equitable adjustments shall be made by the Plan Administrator to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price, in
order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 
 8. Manner of Exercising
Option. 
 (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the
time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: 
  

	 	(i)	Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised, or comply with such other procedures as the Corporation may establish from time to time.


  

	 	(ii)	Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: 

  

	 	(A)	cash or check made payable to the Corporation; 

 Should the Common Stock be registered under
Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: 
  

	 	(B)	in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes
and valued at Fair Market Value on the Exercise Date; 

  

	 	(C)	shares of Common Stock otherwise issuable under the option but withheld by the Corporation in satisfaction of the exercise price, with such withheld shares to be valued at Fair Market Value on the Exercise Date, or


  

	 	(D)	through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a brokerage firm (reasonably
satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such
exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. 


Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must
accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. 

  
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	 	(iii)	Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. 


 

	 	(iv)	Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of applicable securities laws. 


 

	 	(v)	Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the
option exercise. 

 (b) As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee
(or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. 

(c) In no event may this option be exercised for any fractional shares. 

 

	9.	Compliance with Laws and Regulations. 

 (a) The exercise of this option and the
issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq
National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance. 
 (b) The
inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any
liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 

 

	10.	Successors and Assigns. Except to the extent otherwise provided in Paragraph 3 or the Plan, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and Optionee, Optionee’s assigns, the legal representatives, heirs and legatees of Optionee’s estate and any beneficiaries of this option designated by Optionee. 


 

	11.	Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee’s signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or
upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

  

	12.	Grant Subject to Plan Provisions. This option is granted pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the
Plan. The grant and exercise of this option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Plan Administrator in accordance with the provisions of the Plan, including, but
not limited to, provisions pertaining to (a) rights and obligations with respect to Withholding Taxes, (b) the registration, qualification or listing of the Common Stock, (c) changes in capitalization of the Corporation and (d) other requirements of
applicable law. The Plan Administrator shall have the authority to interpret and construe the option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. 


 

	13.	Additional Terms Applicable to an Incentive Option. In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant:


 (a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option
is exercised for one or more Option Shares: (A) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to
be an Employee by reason of Permanent Disability. 
 (b) No installment under this option shall qualify for favorable tax treatment as an
Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the
respective date or dates of grant) of the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any
Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this
option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option. 

  
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 (c) Should the exercisability of this option be accelerated by the Plan Administrator or as may
be provided in the Grant Notice, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option first
becomes exercisable in the calendar year in which such acceleration occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or one or
more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred
Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such acceleration, the option may nevertheless be exercised for the excess shares in such
calendar year as a Non-Statutory Option. 
 (d) Should Optionee hold, in addition to this option, one or more other options to purchase
Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such
options are granted. 
 14. Optionee Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever
additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Optionee or the Option Shares pursuant to the provisions of this Agreement. 

15. Recoupment. This Option shall be subject to any clawback, recoupment or other similar policy adopted by the Board as in effect
from time to time, and this Option and any cash, shares of common stock or other property or amounts due, paid or issued to the Optionee shall be subject to the terms of such policy, as in effect from time to time. 

  
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 APPENDIX 

The following definitions shall be in effect under the Agreement: 

A. Agreement shall mean this Stock Option Agreement. 

B. Exercise Price shall mean the exercise price per Option Share as specified in the Grant Notice. 

C. Exercise Schedule shall mean the schedule set forth in the Grant Notice pursuant to which the option is to become exercisable for the Option
Shares in one or more installments over the Optionee’s period of Service. 
 D. Expiration Date shall mean the date on which the option
expires as specified in the Grant Notice. 
 E. Grant Date shall mean the date of grant of the option as specified in the Grant
Notice. 
 F. Grant Notice shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been
informed of the basic terms of the option evidenced hereby. 
 G. Involuntary Termination shall mean the termination of the Service of
Optionee which occurs by reason of: 
 (i) Optionee’s involuntary dismissal or discharge by the Corporation (or any Parent or
Subsidiary) for reasons other than Misconduct, or 
 (ii) Optionee’s voluntary resignation following (A) a change in his or her
position with the Corporation (or any Parent or Subsidiary) which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base
salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more than fifty (50) miles, provided
and only if such change, reduction or relocation is effected by the Corporation (or any Parent or Subsidiary) without Optionee’s consent. 
 H.
Misconduct shall have the meaning assigned to such term or substantially similar term (e.g. a definition of a termination for “cause”) set forth in any employment agreement between Optionee and the Corporation. To the extent
not otherwise defined in any employment agreement between Optionee and the Corporation, the term Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss Optionee or any other person in the Service of the Corporation (or any Parent or
Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct. 

I. Notice of Exercise shall mean the notice of option exercise in the form prescribed by the Corporation. 

J. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice. 

K. Optionee shall mean the person to whom the option is granted as specified in the Grant Notice.