Exhibit 4.02


 


AMYRIS, INC.


 


2010 EQUITY INCENTIVE PLAN


 


As Amended May 22, 2018


 


1.            PURPOSE.   The
purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the future, by offering them
an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined
elsewhere in the text are defined in Section 27.


 


2.           SHARES
SUBJECT TO THE PLAN.


 


2.1         Number
of Shares Available. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number of Shares
reserved and available for grant and issuance pursuant to this Plan is 9,280,000 Shares plus (i) any reserved shares not issued
or subject to outstanding grants under the Company’s 2005 Stock Option Plan (the “Prior Plan”)
on the Effective Date (as defined below), (ii) shares that are subject to stock options granted under the Prior Plan that cease
to be subject to such stock options after the Effective Date and (iii) shares issued under the Prior Plan before or after
the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited and (iv) shares issued
under the Prior Plan that are repurchased by the Company at the original issue price.


 


2.2        Lapsed,
Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant
and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise
of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise
of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at
the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being
issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather
than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used
to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for
future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance
because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because
of the substitution clause in Section 21.2 hereof.


 


2.3         Minimum
Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required
to satisfy the requirements of all outstanding Awards granted under this Plan.


 


2.4         Automatic
Share Reserve Increase. The number of Shares available for grant and issuance under the Plan shall be increased on January 1
of each of the calendar years that commence following the Effective Date by the lesser of five (5%) percent of the number of Shares
issued and outstanding on each December 31 immediately prior to the date of increase or (ii) such number of Shares determined
by the Board or the Committee.


 


2.5         Limitations.
No more than two million (2,000,000) Shares shall be issued pursuant to the exercise of ISOs.


 


2.6         Adjustment
of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration,
then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1 and 2.4 (b) the Exercise
Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject to other outstanding Awards,
(d) the maximum number of shares that may be issued as ISOs set forth in Section 2.5 and (e) the maximum number of Shares that
may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3, shall be proportionately adjusted,
subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws;
provided that fractions of a Share will not be issued.


 






     


    


    

 


3.             ELIGIBILITY.   ISOs
may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors
of the Company or any Parent or Subsidiary of the Company; provided such Consultants, Directors and Non-Employee Directors
render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No Participant
will be eligible to receive more than four million (4,000,000) Shares in any calendar year under this Plan pursuant to the grant
of Awards.


 


4.             ADMINISTRATION.


 


4.1         Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to
the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power
to implement and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award to Non-Employee
Directors. The Committee will have the authority to:


 


(a)       construe
and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 


(b)       prescribe,
amend and rescind rules and regulations relating to this Plan or any Award;


 


(c)       select
persons to receive Awards;


 


(d)       determine
the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;


 


(e)       determine
the number of Shares or other consideration subject to Awards;


 


(f)       determine
the Fair Market Value in good faith, if necessary;


 


(g)       determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;


 


(h)       grant
waivers of Plan or Award conditions;


 


(i)        determine the vesting, exercisability and payment of Awards;


 


(j)        correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


(k)       determine
whether an Award has been earned;


 


(l)        determine
the terms and conditions of any, and to institute any Exchange Program;


 


(m)       reduce
or waive any criteria with respect to Performance Factors;


 


(n)        adjust
Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate
to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that
such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons whose
compensation is subject to Section 162(m) of the Code; and


 






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(o)         make
all other determinations necessary or advisable for the administration of this Plan.


 


4.2         Committee
Interpretation and Discretion. Any determination made by the Committee with respect to any Award shall be made in its sole
discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later
time, and such determination shall be final and binding on the Company and all persons having an interest in any Award under the
Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company
to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the
Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect
to Awards held by Participants who are not Insiders, and such resolution shall be final and binding on the Company and the Participant.


 


4.3         Section
162(m) of the Code and Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based
compensation” under Section 162(m) of the Code the Committee shall include at least two persons who are “outside directors”
(as defined under Section 162(m) of the Code) and at least two (or a majority if more than two then serve on the Committee) such
“outside directors” shall approve the grant of such Award and timely determine (as applicable) the Performance Period
and any Performance Factors upon which vesting or settlement of any portion of such Award is to be subject. When required by Section
162(m) of the Code, prior to settlement of any such Award at least two (or a majority if more than two then serve on the Committee)
such “outside directors” then serving on the Committee shall determine and certify in writing the extent to which such
Performance Factors have been timely achieved and the extent to which the Shares subject to such Award have thereby been earned.
Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee
directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act). With respect to Participants
whose compensation is subject to Section 162(m) of the Code, and provided that such adjustments are consistent with the regulations
promulgated under Section 162(m) of the Code, the Committee may adjust the performance goals to account for changes in law and
accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary
or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued
operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations
of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards
required by generally accepted accounting principles.


 


4.4         Documentation.
The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or
any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 


5.         OPTIONS.   The
Committee may grant Options to Participants and will determine whether such Options will be Incentive Stock Options within the
meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number
of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all
other terms and conditions of the Option, subject to the following:


 


5.1         Option
Grant. Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may be, but need not be,
awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will:
(x) determine the nature, length and starting date of any Performance Period for each Option; and (y) select from among the Performance
Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously
with respect to Options that are subject to different performance goals and other criteria.


 


5.2         Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option,
or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable
time after the granting of the Option.


 


5.3       Exercise
Period. Options may be exercisable within the times or upon the conditions as set forth in the Award Agreement governing such
Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date
the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly
or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or
of any Parent or Subsidiary of the Company (“Ten Percent Stockholder”) will be exercisable after the
expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable
at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.


 






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5.4         Exercise
Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (i) the
Exercise Price of an ISO will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent
(110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance
with Section 11. Payment for the Shares purchased may be made in accordance with Section 11 and the Award Agreement and in accordance
with any procedures established by the Company. The Exercise Price of a NQSO may not be less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.


 


5.5       Method
of Exercise. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under
such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction
of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Committee
may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect
to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and
method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of
an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue
(or cause to be issued) such Shares promptly after the Option is exercised. 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 Section 2.6 of the Plan. Exercising
an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.


 


5.6        Termination.
The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement):


 


(a)         If
the Participant is Terminated for any reason except for Cause or the Participant’s death or Disability, then the Participant
may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant
on the Termination Date no later than three (3) months after the Termination Date (or such shorter time period or longer time period
not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination
Date deemed to be the exercise of an NQSO), but in any event no later than the expiration date of the Options.


 


(b)        If
the Participant is Terminated because of the Participant’s death (or the Participant dies within three (3) months after a
Termination other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be
exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must
be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the
Termination Date (or such shorter time period not less than six (6) months or longer time period not exceeding five (5) years as
may be determined by the Committee, but in any event no later than the expiration date of the Options.


 


(c)          If
the Participant is Terminated because of the Participant’s Disability, then the Participant’s Options may be exercised
only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised
by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after
the Termination Date (with any exercise beyond (a) three (3) months after the Termination Date when the Termination is for a Disability
that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve
(12) months after the Termination Date when the Termination is for a Disability that is a “permanent and total disability”
as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NQSO), but in any event no later than the expiration date
of the Options.


 






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(d)         If
the Participant is terminated for Cause, then Participant’s Options shall expire on such Participant’s Termination
Date, or at such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration
date of the Options.


 


5.7        Limitations
on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it
is then exercisable.


 


5.8        Limitations
on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect
to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company
and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NQSOs. For purposes
of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares
will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options
granted after the effective date of such amendment.


 


5.9        Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options
in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise
altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice to
affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants;
provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action
is taken to reduce the Exercise Price.


 


6.            RESTRICTED
STOCK AWARDS.


 


6.1        Awards
of Restricted Stock. A Restricted Stock Award is an offer by the Company to sell to a Participant Shares that are subject to
restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number
of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other
terms and conditions of the Restricted Stock Award, subject to the Plan.


 


6.2       Restricted
Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may
otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company
an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered
to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock
Award will terminate, unless the Committee determines otherwise.


 


6.3         Purchase
Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market
Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section
11 of the Plan, and the Award Agreement. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan,
and the Award Agreement and in accordance with any procedures established by the Company.


 


6.4         Terms
of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are
required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon
completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award
Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date
of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance
goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and
a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance
Periods and having different performance goals and other criteria.


 






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6.5         Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


7.            STOCK
BONUS AWARDS.


 


7.1       Awards
of Stock Bonuses. A Stock Bonus Award is an award to an eligible person of Shares for services to be rendered or for past services
already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards shall be made pursuant to an Award Agreement.
No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


 


7.2       Terms
of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus
Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with
the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in
advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee shall: (a)
determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance
Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant.
Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject
to different Performance Periods and different performance goals and other criteria.


 


7.3       Form
of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair
Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the
Committee.


 


7.4       Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


8.            STOCK
APPRECIATION RIGHTS.


 


8.1       Awards
of SARs. A Stock Appreciation Right (“SAR”) is an award to a Participant that may be settled in cash,
or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value
on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled
(subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant
to an Award Agreement.


 


8.2       Terms
of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject
to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed
on settlement of the SAR; and (d) the effect of the Participant’s Termination on each SAR. The Exercise Price of the SAR
will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon
satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x)
determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance
Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously
with respect to SARs that are subject to different Performance Factors and other criteria.


 


8.3         Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no
SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide
for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon
the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage
of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement,
vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). Notwithstanding the
foregoing, the rules of Section 5.6 also will apply to SARs.


 






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8.4         Form
of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times
(ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the
Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR
being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee
determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.


 


8.5         Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


9.            RESTRICTED
STOCK UNITS.


 


9.1         Awards
of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to a Participant covering
a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSUs
shall be made pursuant to an Award Agreement.


 


9.2        Terms
of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to
the RSU; (b) the time or times during which the RSU may be settled; and (c) the consideration to be distributed on settlement,
and the effect of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction of such performance
goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement.
If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length
and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the
performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and
participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different
performance goals and other criteria.


 


9.3       Form
and Timing of Settlement. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination
of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned provided
that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.


 


9.4        Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


10.         PERFORMANCE
AWARDS.


 


10.1      Performance
Awards. A Performance Award is an award to a Participant of a cash bonus or a Performance Share bonus. Grants of Performance
Awards shall be made pursuant to an Award Agreement.


 


10.2      Terms
of Performance Awards. The Committee will determine, and each Award Agreement shall set forth, the terms of each award of Performance
Award including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject to Performance
Share bonus; (c) the Performance Factors and Performance Period that shall determine the time and extent to which each Performance
shall be settled; (d) the consideration to be distributed on settlement, and the effect of the Participant’s Termination
on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the
nature, length and starting date of any Performance Period and; (y) select from among the Performance Factors to be used. Prior
to settlement, the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap
and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods
and different performance goals and other criteria.


 






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10.3       Value,
Earning and Timing of Performance Shares. Any Performance Share bonus will have an initial value equal to the Fair Market
Value of a Share on the date of grant. After the applicable Performance Period has ended, the holder of Performance Share bonus
will be entitled to receive a payout of the number of Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The
Committee, in its sole discretion, may pay earned Performance Share bonus in the form of cash, in Shares (which have an aggregate
Fair Market Value equal to the value of the earned Performance Shares at the close of the applicable (Performance Period) or in
a combination thereof. Performance Share bonuses may also be settled in Restricted Stock.


 


10.4       Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


11.         PAYMENT
FOR SHARE PURCHASES.


 


Payment from a Participant for Shares purchased
pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by the Committee and where
permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):


 


(a)         by
cancellation of indebtedness of the Company to the Participant;


 


(b)         by
surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Award will be exercised or settled;


 


(c)         by
waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or
Subsidiary of the Company;


 


(d)         by
consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the
Company in connection with the Plan;


 


(e)         by
any combination of the foregoing; or


 


(f)         by
any other method of payment as is permitted by applicable law.


 


12.         GRANTS
TO NON-EMPLOYEE DIRECTORS.


 


12.1       Types
of Awards. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant
to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined
in the discretion of the Board.


 


12.2       Eligibility.
Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who is elected or
re-elected as a member of the Board will be eligible to receive an Award under this Section 12.


 


12.3       Vesting,
Exercisability and Settlement. Except as set forth in Section 21, Awards shall vest, become exercisable and be settled as
determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall not be less
than the Fair Market Value of the Shares at the time that such Option or SAR is granted.


 


13.         WITHHOLDING
TAXES.


 


13.1       Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy applicable federal, state, local and international withholding
tax requirements prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction
of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable
federal, state, local and international withholding tax requirements.


 






    8


    


    

 


13.2       Stock
Withholding. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
require or permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying
cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum
statutory amount required to be withheld, or (iii) delivering to the Company already-owned Shares having a Fair Market Value equal
to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined
as of the date that the taxes are required to be withheld.


 


14.         TRANSFERABILITY.


 


14.1      Transfer
Generally. Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable,
including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries
upon the death of the trustor (settlor) or by gift to a Permitted Transferee, such Award will contain such additional terms and
conditions as the Administrator deems appropriate.


 


14.2      Award Transfer Program.
Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority to determine and implement
the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14(b) and shall have the authority
to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including
(but not limited to) the authority to (i) amend (including to extend) the expiration date, post-termination exercise period and/or
forfeiture conditions of any such Award, (ii) amend or remove any provisions of the Award relating to the Award holder’s
continued service to the Company, (iii) amend the permissible payment methods with respect to the exercise or purchase of any
such Award, (iv) amend the adjustments to be implemented in the event of changes in the capitalization and other similar events
with respect to such Award, and (v) make such other changes to the terms of such Award as the Committee deems necessary or appropriate
in its sole discretion.


 


15.         PRIVILEGES
OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


15.1       Voting
and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights
of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made
or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different
securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted
Stock; provided, further, that the Participant will have no right to retain such stock dividends or stock distributions
with respect to Shares that are repurchased at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant
to Section 15.2.


 


15.2       Restrictions
on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase
(a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such
Participant’s Termination at any time within ninety (90) days after the later of the Participant’s Termination Date
and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at
the Participant’s Purchase Price or Exercise Price, as the case may be.


 


16.         CERTIFICATES.   All
certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and
other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state
or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed or quoted.


 






    9


    


    

 


17.         ESCROW;
PLEDGE OF SHARES.   To enforce any restrictions on a Participant’s Shares, the Committee may require
the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved
by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until
such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be
placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for
the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased
as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note; provided,
however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such
obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding
any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant
will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve.
The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.


 


18.         REPRICING;
EXCHANGE AND BUYOUT OF AWARDS.   Without prior stockholder approval the Committee may (i) reprice Options
or SARS (and where such repricing is a reduction in the Exercise Price of outstanding Options or SARS, the consent of the affected
Participants is not required provided written notice is provided to them), and (ii) with the consent of the respective Participants
(unless not required pursuant to Section 5.9 of the Plan), pay cash or issue new Awards in exchange for the surrender and cancellation
of any, or all, outstanding Awards.


 


19.         SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE.   An Award will not be effective unless such Award is in compliance
with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of
any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan,
the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines
to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to do so.


 


20.         NO
OBLIGATION TO EMPLOY.   Nothing in this Plan or any Award granted under this Plan will confer or be deemed
to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or
any Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company
to terminate Participant’s employment or other relationship at any time.


 


21.         CORPORATE
TRANSACTIONS.


 


21.1       Assumption
or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may be assumed
or replaced by the successor corporation, which assumption or replacement shall be binding on all Participants. In the alternative,
the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was
provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also
issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject
to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring corporation (if any)
refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding
any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all shares subject to such
Award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction. In addition, in the
event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above,
pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Award will
be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the
expiration of such period. Awards need not be treated similarly in a Corporate Transaction.


 






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21.2       Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this
Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan
if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be
permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if
the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another
company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price,
as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted
appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather
than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards shall
not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in any calendar year.


 


21.3       Non-Employee
Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the
vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable (as applicable)
in full prior to the consummation of such event at such times and on such conditions as the Committee determines.


 


22.        ADOPTION
AND STOCKHOLDER APPROVAL.   This Plan, as amended, shall be submitted for the approval of the Company’s
stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


23.        TERM
OF PLAN/GOVERNING LAW.   Unless earlier terminated as provided herein, this Plan will become effective on
the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards
granted hereunder shall be governed by and construed in accordance with the laws of the State of Delaware.


 


24.        AMENDMENT
OR TERMINATION OF PLAN.   The Board may at any time terminate or amend this Plan in any respect, including,
without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided,
however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner
that requires such stockholder approval; provided further, that a Participant’s Award shall be governed by the version
of this Plan then in effect at the time such Award was granted.


 


25.         NONEXCLUSIVITY
OF THE PLAN.   Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders
of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock
awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only
in specific cases.


 


26.         INSIDER
TRADING POLICY.   Each Participant who receives an Award shall comply with any policy adopted by the Company
from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.


 


27.         DEFINITIONS.   As
used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


“Award” means any award
under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock Unit or award of
Performance Shares.


 






    11


    


    

 


“Award Agreement” means,
with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms
and conditions of the Award, which shall be in substantially a form (which need not be the same for each Participant) that the
Committee has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.


 


“Award Transfer Program”
means any program instituted by the Committee which would permit Participants the opportunity to transfer any outstanding Awards
to a financial institution or other person or entity approved by the Committee.


 


“Board” means the Board
of Directors of the Company.


 


“Cause” means (a) the
commission of an act of theft, embezzlement, fraud, dishonesty, (b) a breach of fiduciary duty to the Company or a Parent or Subsidiary,
or (c) a failure to materially perform the customary duties of Employee’s employment.


 


“Code” means the United
States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


“Committee” means the
Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated
as permitted by law.


 


“Common Stock” means
the common stock of the Company.


 


“Company” means AMYRIS,
INC., or any successor corporation.


 


“Consultant” means any
person, including an advisor or independent contractor, engaged by the Company or a Parent or Subsidiary to render services to
such entity.


 


“Corporate Transaction”
means the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s
then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all
of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or
its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies
as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of
their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding
shares of the Company).


 


“Director” means a member
of the Board.


 


“Disability” means in
the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case
of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months.


 


“Effective Date” means
the date of the underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement that
is declared effective by the SEC.


“Employee” means any
person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as
a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the
Company.


 


“Exchange Act” means
the United States Securities Exchange Act of 1934, as amended.


 






    12


    


    

 


“Exchange Program” means
a program pursuant to which outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different
Award (or combination thereof).


 


“Exercise Price” means,
with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect
to a SAR, the price at which the SAR is granted to the holder thereof.


 


“Fair Market Value” means,
as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


(a)         if
such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The
Wall Street Journal;


 


(b)         if
such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average
of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal;


 


(c)         in
the case of an Option or SAR grant made on the Effective Date, the price per share at which shares of the Company’s Common
Stock are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s
Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or


 


(d)         if
none of the foregoing is applicable, by the Board or the Committee in good faith.


 


“Insider” means an officer
or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16
of the Exchange Act.


 


“Non-Employee Director”
means a Director who is not an Employee of the Company or any Parent or Subsidiary.


 


“Option” means an award
of an option to purchase Shares pursuant to Section 5.


 


“Parent” means any corporation
(other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the
Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.


 


“Participant” means a
person who holds an Award under this Plan.


 


“Performance Award” means
cash or stock granted pursuant to Section 10 or Section 12 of the Plan.


 


“Performance Factors”
means any of the factors selected by the Committee and specified in an Award Agreement, from among the following objective measures,
either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary,
either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable
on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee
with respect to applicable Awards have been satisfied:


 


(a)         Profit
Before Tax;


 


(b)         Billings;


 


(c)         Revenue;


 


(d)         Net
revenue;


 



    13


    


    




 


(e)         Earnings
(which may include earnings before interest and taxes, earnings before taxes, and net earnings);


 


(f)         Operating
income;


 


(g)         Operating
margin;


 


(h)         Operating
profit;


 


(i)          Controllable
operating profit, or net operating profit;


 


(j)          Net
Profit;


 


(k)         Gross
margin;


 


(l)          Operating
expenses or operating expenses as a percentage of revenue;


 


(m)       Net
income;


 


(n)         Earnings
per share;


 


(o)         Total
stockholder return;


 


(p)         Market
share;


 


(q)         Return
on assets or net assets;


 


(r)         The
Company’s stock price;


 


(s)         Growth
in stockholder value relative to a pre-determined index;


 


(t)         Return
on equity;


 


(u)         Return
on invested capital;


 


(v)         Cash
Flow (including free cash flow or operating cash flows)


 


(w)         Cash
conversion cycle;


 


(x)         Economic
value added; and


 


(y)         Individual
confidential business objectives;


 


(z)         Contract
awards or backlog;


 


(aa)       Overhead
or other expense reduction;


 


(bb)       Credit
rating;


 


(cc)       Strategic
plan development and implementation;


 


(dd)       Succession
plan development and implementation;


 


(ee)       Improvement
in workforce diversity;


 


(ff)        Customer
indicators;


 


(gg)       New
product invention or innovation;


 


(hh)       Attainment
of research and development milestones;


 


(ii)        Improvements
in productivity;


 


(jj)        Attainment
of objective operating goals and employee metrics.


 


The Committee may, in recognition of unusual or
non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable
adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s original intent regarding
the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not
make any such equitable adjustments.


 






    14


    


    

 


“Performance Period”
means the period of service determined by the Committee, not to exceed five (5) years, during which years of service or performance
is to be measured for the Award.


 


“Performance Share” means
a performance share bonus granted as a Performance Award.


 


“Permitted Transferee”
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee,
any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee)
have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of
assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests


 


“Plan” means this Amyris,
Inc. 2010 Equity Incentive Plan, as amended.


 


“Purchase Price” means
the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.


 


“Restricted Stock Award”
means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued pursuant to the early exercise of an Option.


 


“Restricted Stock Unit”
means an Award granted pursuant to Section 9 or Section 12 of the Plan.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Securities Act” means
the United States Securities Act of 1933, as amended.


 


“Shares” means shares
of the Company’s Common Stock and the common stock of any successor security.


 


“Stock Appreciation Right”
means an Award granted pursuant to Section 8 or Section 12 of the Plan.


 


“Stock Bonus” means an
Award granted pursuant to Section 7 or Section 12 of the Plan.


 


“Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.


 


“Termination” or “Terminated”
means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services
as an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or Subsidiary of the
Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military
leave, or (iii) any other leave of absence approved by the Committee; provided, that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise
pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case
of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the
Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except
that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. The Committee
will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services (the “Termination Date”).


 


“Unvested Shares” means
Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).


 






    15


    


    

 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


NOTICE OF STOCK OPTION GRANT


Unless otherwise defined herein, the terms defined in the 2010
Amyris, Inc. (the “Company”) Equity Incentive Plan (the “Plan”) shall have
the same meanings in this Notice of Stock Option Grant (the “Notice”).


 


	 	 	 
	Name:	 	
 


	 	 
	Address:	 	
 




You (the “Participant”) have been granted
an option to purchase shares of Common Stock of the Company under the Plan subject to the terms and conditions of the Plan, this
Notice and the Stock Option Award Agreement (the “Option Agreement”).


 


	 	 	 	 	 
	Grant Number:	 	
 

	 	 
	 	 	 
	Date of Grant:	 	
 

	 	 
	 	 	 
	Vesting Commencement Date:	 	
 

	 	 
	 	 	 
	Exercise Price per Share:	 	
 

	 	 
	 	 	 
	Total Number of Shares:	 	
 

	 	 
	 	 
	Type of Option:	 	         Non-Qualified Stock Option (                  shares)
	 	 
	 	 	         Incentive Stock Option (                  shares)
	 	 	 
	Expiration Date:	 	
 

	 	 
	 	 	 
	Post-Termination Exercise Period:	 	Termination for Cause = None	 	 
	 	 	Voluntary Termination = 3 Months	 	 
	 	 	Termination without Cause = 3 Months	 	 
	 	 	Disability = 12 Months	 	 
	 	 	Death = 12 Months	 	 
	 	 
	Vesting Schedule:	 	Subject to the limitations set forth in this Notice, the Plan and the Option Agreement, the Option will vest and may be exercised, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE ]


You understand that your employment or consulting relationship
or service with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and
that nothing in this Notice, the Option Agreement or the Plan changes the at-will nature of that relationship. You acknowledge
that the vesting of the Options pursuant to this Notice is earned only by continuing service as an Employee, Director or Consultant
of the Company. You also understand that this Notice is subject to the terms and conditions of both the Option Agreement and the
Plan, both of which are incorporated herein by reference. You have read both the Option Agreement and the Plan.


 


	 	 	 	 	 	 	 
	PARTICIPANT	 	AMYRIS, INC.
	 	 	 	 
	Signature:	 	 	 	By:	 	 
	 	 	 	 
	Print Name:	 	 	 	Its:	 	 



	 	 	 	 
	Date:	 	 	 	Date:	 	 



 





 






     


    


    

 


 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


STOCK OPTION AWARD AGREEMENT


Unless otherwise defined in this Stock Option Award Agreement
(the “Agreement”), any capitalized terms used herein shall have the meaning ascribed to them in the Amyris,
Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”).


Participant has been granted an option to purchase Shares (the
“Option”), subject to the terms and conditions of the Plan, the Notice of Stock Option Grant (the “Notice”)
and this Agreement.


1.         
Vesting Rights.   Subject to the applicable provisions of the Plan and this Agreement, this Option may
be exercised, in whole or in part, in accordance with the schedule set forth in the Notice.


2.        
Termination Period.


(a)        
General Rule.  Except as provided below, and subject to the Plan, this Option may be exercised for 3 months after
termination of Participant’s employment with the Company. In no event shall this Option be exercised later than the Expiration
Date set forth in the Notice.


(b)        
Death; Disability.  Unless provided otherwise in the Notice, upon the termination of Participant’s service
to the Company by reason of his or her Disability or death, or if a Participant dies within three months of the Termination Date,
this Option may be exercised for twelve months, provided that in no event shall this Option be exercised later than the Expiration
Date set forth in the Notice.


(c)        
Cause.   Upon the termination of Participant’s employment by the Company for Cause, the Option shall expire
on such date of Participant’s Termination Date. For purposes of this Agreement, “Cause” shall be defined in the
Plan.


3.        
Grant of Option.  The Participant named in the Notice has been granted an Option for the number of Shares
set forth in the Notice at the exercise price per Share set forth in the Notice (the “Exercise Price”).
In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of the Plan shall prevail. If designated in the Notice as an Incentive Stock Option (“ISO”),
this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is
intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonqualified
Stock Option (“NSO”).


4.        
Exercise of Option.


(a)        
Right to Exercise.  This Option is exercisable during its term in accordance with the Vesting Schedule set forth
in the Notice and the applicable provisions of the Plan and this Agreement. In the event of Participant’s death, Disability,
Termination for Cause or other Termination, the exercisability of the Option is governed by the applicable provisions of the Plan,
the Notice and this Agreement.


(b)        
Method of Exercise.  This Option is exercisable by delivery of an exercise notice (the “Exercise Notice”),
which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile
or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall
be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.


(c)        No
Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with all relevant provisions
of law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance,
for income tax purposes the Exercised Shares shall be considered transferred to the Participant on the date the Option is exercised
with respect to such Exercised Shares.


 



     


    


    

 


5.        
Method of Payment.  Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Participant:


(a)        cash;


(b)        check;


(c)        a
“broker-assisted” or “same-day sale” (as described in Section 11(d) of the Plan); or


(d)        other
method authorized by the Company.


6.        
Non-Transferability of Option.  This Option may not be transferred in any manner other than by will or by
the laws of descent or distribution or court order and may be exercised during the lifetime of Participant only by the Participant
unless otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the Participant.


7.     Term of Option.  
This Option shall in any event expire on the expiration date set forth in the Notice, which date is 10 years after the Date
of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 5.3
of the Plan applies).


8.     U.S. Tax Consequences.  For
Participants subject to U.S. income tax, some of the federal tax consequences relating to this Option, as of the date of this Option,
are set forth below. All other Participants should consult a tax advisor for tax consequences relating to this Option in their
respective jurisdiction. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


(a)        
Exercising the Option.


(i)        
Nonqualified Stock Option.  The Participant may incur federal ordinary income tax liability upon exercise of a
NSO. The Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If
the Participant is an Employee or a former Employee, the Company will be required to withhold from his or her compensation an amount
equal to the minimum amount the Company is required to withhold for income and employment taxes or collect from Participant and
pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise,
and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.


(ii)        
Incentive Stock Option.  If this Option qualifies as an ISO, the Participant will have no regular federal income
tax liability upon its exercise, although the excess, if any, of the aggregate Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for
federal tax purposes and may subject the Participant to alternative minimum tax in the year of exercise.


(b)        
Disposition of Shares.


(i)        
NSO.  If the Participant holds NSO Shares for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal income tax purposes.


(ii)        
ISO.  If the Participant holds ISO Shares for at least one year after exercise and two years after the grant date,
any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. If the
Participant disposes of ISO Shares within one year after exercise or two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the
lesser of (A) the difference between the Fair Market Value of the Shares acquired on the date of exercise and the aggregate
Exercise Price, or (B) the difference between the sale price of such Shares and the aggregate Exercise Price.






     


    


    

 


(c)        
Notice of Disqualifying Disposition of ISO Shares.  If the Participant sells or otherwise disposes of any of the
Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after
the exercise date, the Participant shall immediately notify the Company in writing of such disposition. The Participant agrees
that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition
of ISO Shares by payment in cash or out of the current earnings paid to the Participant.


9.        
Acknowledgement.  The Company and Participant agree that the Option is granted under and governed by the Notice,
this Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt
of a copy of the Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their
provisions, and (iii) hereby accepts the Option subject to all of the terms and conditions set forth herein and those set
forth in the Plan and the Notice.


10.        
Entire Agreement; Enforcement of Rights.  This Agreement, the Plan and the Notice constitute the entire agreement
and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior
agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of
any rights of such party.


11.        
Compliance with Laws and Regulations.  The issuance of Shares will be subject to and conditioned upon compliance
by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements
of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time
of such issuance or transfer.


12.        
Governing Law; Severability.  If one or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement
shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.


13.        
No Rights as Employee, Director or Consultant.  Nothing in this Agreement shall affect in any manner whatsoever
the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s service, for any
reason, with or without cause.


By Participant’s signature and the signature
of the Company’s representative on the Notice, Participant and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice and this
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Notice, and fully understands
all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and the Agreement. Participant
further agrees to notify the Company upon any change in the residence address indicated on the Notice.






     


    


    

 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


NOTICE OF RESTRICTED STOCK UNIT AWARD


GRANT NUMBER:                 


Unless otherwise defined herein, the terms defined in the Amyris,
Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”) shall have the
same meanings in this Notice of Restricted Stock Unit Award (the “Notice”).


 


	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 
	Address:	 	 	 	 


You (“ Participant ”) have been granted
an award of Restricted Stock Units (“ RSUs ”) under the Plan subject to the terms and conditions of the
Plan, this Notice and the attached Award Agreement (Restricted Stock Units) (hereinafter “ RSU Agreement ”).


 


	 	 	 	 	 
	Number of RSUs:	 	 	 	 
	 	 	 
	Date of Grant:	 	 	 	 
	 	 	 
	Vesting Commencement Date:	 	 	 	 
	 	 	 
	Expiration Date:	 	 	 	The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date
	 	 	 
	Vesting Schedule:	 	 	 	
        Subject to the limitations set forth in this Notice, the Plan and the RSU Agreement,
        the RSUs will vest in accordance with the following schedule:

        [INSERT VESTING SCHEDULE]



You understand that your employment or consulting relationship
or service with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and
that nothing in this Notice, the RSU Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that
the vesting of the RSUs pursuant to this Notice is earned only by continuing service as an Employee, Director or Consultant of
the Company. You also understand that this Notice is subject to the terms and conditions of both the RSU Agreement and the Plan,
both of which are incorporated herein by reference. You have read both the RSU Agreement and the Plan.


 



	 	 	 	 	 	 	 
	PARTICIPANT	 	AMYRIS, INC.
	 	 	 	 
	Signature:	 	 	 	By:	 	 
	 	 	 	 
	Print Name:	 	 	 	Its:	 	 



 



     


    


    




AMYRIS, INC.


AWARD AGREEMENT (RESTRICTED STOCK UNITS) TO THE


AMYRIS, INC. 2010 EQUITY INCENTIVE PLAN


Unless otherwise defined herein, the terms
defined in the Amyris, Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”)
shall have the same defined meanings in this Award Agreement (Restricted Stock Units) (the “Agreement”).


Participant has been granted Restricted Stock Units (“RSUs”)
subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”)
and this Agreement.


1.      Settlement.
  Settlement of RSUs shall be made within 30 days following the applicable date of vesting under the vesting schedule
set forth in the Notice. Settlement of RSUs shall be in Shares.


2.      No
Stockholder Rights.   Unless and until such time as Shares are issued in settlement of vested RSUs, Participant
shall have no ownership of the Shares allocated to the RSUs and shall have no right dividends or to vote such Shares.


3.     Dividend Equivalents.
  Dividends, if any (whether in cash or Shares), shall not be credited to Participant.


4.      No
Transfer.   The RSUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated,
or otherwise disposed of.


5.      Termination.
  If Participant’s service Terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith,
and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute as to whether Termination has occurred,
the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.


6.      U.S.
Tax Consequences.   Participant acknowledges that there will be tax consequences upon settlement of the RSUs
or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding
Participant’s tax obligations prior to such settlement or disposition. Upon vesting of the RSU, Participant will include
in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income by Participant
and will be subject to withholding by the Company when required by applicable law. Upon disposition of the Shares, any subsequent
increase or decrease in value will be treated as short-term or long-term capital gain or loss, depending on whether the Shares
are held for more than one year from the date of settlement. Further, an RSU may be considered a deferral of compensation that
may be subject to Section 409A of the Code. Section 409A of the Code imposes special rules to the timing of making and
effecting certain amendments of this RSU with respect to distribution of any deferred compensation. You should consult your personal
tax advisor for more information on the actual and potential tax consequences of this RSU.


7.      Acknowledgement.
  The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement and the
provisions of the Plan. Participant: (i) acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii) represents
that Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RSUs subject to all
of the terms and conditions set forth herein and those set forth in the Plan and the Notice.


8.      Entire
Agreement; Enforcement of Rights.   This Agreement, the Plan and the Notice constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior
agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of
any rights of such party.


9.      Compliance with Laws and Regulations.
  The issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable
state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system
on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer.


 






     


    


    

 


10.      Governing Law; Severability.
  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement
shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect
to principles of conflicts of law.


11.      No
Rights as Employee, Director or Consultant.   Nothing in this Agreement shall affect in any manner whatsoever
the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s service, for any
reason, with or without cause.


By Participant’s signature and the signature
of the Company’s representative on the Notice, Participant and the Company agree that this RSU is granted under and governed
by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice and this
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully
understands all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this Agreement.
Participant further agrees to notify the Company upon any change in Participant’s residence address.


 


 






     


    


    

 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


NOTICE OF STOCK APPRECIATION RIGHT AWARD


GRANT NUMBER:                 


Unless otherwise defined herein, the terms defined in the 2010
Amyris, Inc. (the “Company”) Equity Incentive Plan (the “Plan”) shall have
the same meanings in this Notice of Stock Appreciation Right Award (the “Notice”).


Name:         
                                         
                                         
                          


Address:                                               
                                         
                          


You (the “Participant”) have been granted
an award of Stock Appreciation Rights (“SARs”) of the Company under the Plan subject to the terms and
conditions of the Plan, this Notice and the Stock Appreciation Right Award Agreement (the “SAR Agreement”).


 


	 	 	 	 	 
	Grant Number:	 	                                                                                                       	 	 
	 	 	 	 
	Date of Grant:	 	                                                                                                        	 	 
	 	 	 	 
	Vesting Commencement Date:	 	                                                                                                         	 	 
	 	 	 	 
	Fair Market Value on Date of Grant:	 	                                                                                                         	 	 
	 	 	 	 
	Total Number of Shares:	 	                                                                                                         	 	 
	 	 	 	 
	Expiration Date:	 	                                                                                                           	 	 
	Post-Termination Exercise Period:	 	            Termination for Cause = None	 	 
	 	 	            Voluntary Termination = 3 Months	 	 
	 	 	            Termination without Cause = 3 Months	 	 
	 	 	            Disability = 12 Months	 	 
	 	 	            Death = 12 Months	 	 
	 	 	 	 
	Vesting Schedule:	 	
        Subject to the limitations set forth in this Notice, the
        Plan and the Stock Appreciation Right Agreement, the SAR will vest and may be exercised, in whole or in part, in accordance with
        the following schedule:

        [INSERT VESTING SCHEDULE]
	 	 


 


 






     


    


    

 


You understand that your employment or consulting relationship
or service with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and
that nothing in this Notice, the SAR Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that
the vesting of the SARs pursuant to this Notice is earned only by continuing service as an Employee, Director or Consultant of
the Company. You also understand that this Notice is subject to the terms and conditions of both the SAR Agreement and the Plan,
both of which are incorporated herein by reference. You have read both the SAR Agreement and the Plan.


 


	 	 	 	 	 	 	 
	PARTICIPANT	 	AMYRIS, INC.
	 	 	 	 
	Signature:	 	 	 	By:	 	 
	 	 	 	 
	Print Name:	 	 	 	Its:	 	 




	 	 	 	 
	Date:	 	 	 	Date:	 	 




 


 


 


 


 






     


    


    

 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


STOCK APPRECIATION RIGHT AWARD AGREEMENT


Unless otherwise defined in this Stock Appreciation Right Award
Agreement (the “Agreement”), any capitalized terms used herein shall have the meaning ascribed to them
in the Amyris, Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”).


Participant has been granted Stock Appreciation Rights (“SARs”),
subject to the terms and conditions of the Plan, the Notice of Stock Appreciation Right Award (the “Notice”)
and this Agreement.


1.        
Vesting Rights.   Subject to the applicable provisions of the Plan and this Agreement, this SAR may be exercised,
in whole or in part, in accordance with the schedule set forth in the Notice.


2.        
Termination Period.


(a)        
General Rule.  Except as provided below, and subject to the Plan, this SAR may be exercised for 3 months after
termination of Participant’s employment with the Company. In no event shall this SAR be exercised later than the Expiration
Date set forth in the Notice.


(b)        
Death; Disability.  Unless provided otherwise in the Notice, upon the termination of Participant’s service
to the Company by reason of his or her Disability or death, or if a Participant dies within three months of the Termination Date,
this SAR may be exercised for twelve months, provided that in no event shall this SAR be exercised later than the Expiration Date
set forth in the Notice.


(c)        
Cause.  Upon the termination of Participant’s employment by the Company for Cause, the SAR shall expire
on such date of Participant’s Termination Date. For purposes of this Agreement, “Cause” shall be defined in the
Plan.


3.        
Grant of SAR.  The Participant named in the Notice has been granted a SAR for the number of Shares set forth
in the Notice at the fair market value set forth in the Notice. In the event of a conflict between the terms and conditions of
the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.


4.        
Exercise of SAR.


(a)        
Right to Exercise.  This SAR is exercisable during its term in accordance with the Vesting Schedule set forth
in the Notice and the applicable provisions of the Plan and this Agreement. In the event of Participant’s death, Disability,
Termination for Cause or other Termination, the exercisability of the SAR is governed by the applicable provisions of the Plan,
the Notice and this Agreement.


(b)        
Method of Exercise.  This SAR is exercisable by delivery of an exercise notice (the “Exercise Notice”),
which shall state the election to exercise the SAR, the number of SARS to be exercised (the “Exercised SARs”),
and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of
the Company or other person designated by the Company. This SAR shall be deemed to be exercised upon receipt by the Company of
such fully executed Exercise Notice.


(c)          No
Shares shall be issued pursuant to the exercise of this SAR unless such issuance and exercise complies with all relevant provisions
of law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance,
for income tax purposes the Exercised Shares shall be considered transferred to the Participant on the date the SAR is exercised
with respect to such Exercised Shares.


5.        
Non-Transferability of SAR.  This SAR may not be transferred in any manner other than by will or by the laws
of descent or distribution or court order and may be exercised during the lifetime of Participant only by the Participant unless
otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Participant.


 






     


    


    

 


6.        
Term of SAR.  This SAR shall in any event expire on the expiration date set forth in the Notice, which date
is 10 years after the Date of Grant.


7.        
U.S. Tax Consequences.  For Participants subject to U.S. income tax, some of the federal tax consequences
relating to this SAR, as of the date of this SAR, are set forth below. All other Participants should consult a tax advisor for
tax consequences relating to this SAR in their respective jurisdiction. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS
AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS SAR. The Participant
will incur federal ordinary income tax liability upon exercise of the SAR. The Participant will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on
the date of exercise over their Fair Market Value on the date of grant. If the Participant is an Employee or a former Employee,
the Company will be required to withhold from his or her compensation an amount equal to the minimum amount the Company is required
to withhold for income and employment taxes or collect from Participant and pay to the applicable taxing authorities an amount
in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse
to deliver Shares if such withholding amounts are not delivered at the time of exercise. If the Participant holds the Shares received
upon exercise of the SAR for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes.


9.        
Acknowledgement.  The Company and Participant agree that the SAR is granted under and governed by the Notice,
this Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt
of a copy of the Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their
provisions, and (iii) hereby accepts the SAR subject to all of the terms and conditions set forth herein and those set forth
in the Plan and the Notice.


10.        
Entire Agreement; Enforcement of Rights.  This Agreement, the Plan and the Notice constitute the entire agreement
and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior
agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of
any rights of such party.


11.        
Compliance with Laws and Regulations.  The issuance of Shares will be subject to and conditioned upon compliance
by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements
of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time
of such issuance or transfer.


12.        
Governing Law; Severability.  If one or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement
shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.


13.        
No Rights as Employee, Director or Consultant.  Nothing in this Agreement shall affect in any manner whatsoever
the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s service, for any
reason, with or without cause.


By Participant’s signature and the signature
of the Company’s representative on the Notice, Participant and the Company agree that this SAR is granted under and governed
by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice and this
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Notice, and fully understands
all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and the Agreement. Participant
further agrees to notify the Company upon any change in the residence address indicated on the Notice.


 






     


    


    

 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


NOTICE OF STOCK BONUS AWARD


GRANT NUMBER:                 


Unless otherwise defined herein, the terms defined in the Amyris,
Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”) shall have the
same meanings in this Notice of Stock Bonus Award (the “Notice”).


 


	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 
	Address:	 	 	 	 


You (“Participant”) have been granted
an award of Shares under the Plan subject to the terms and conditions of the Plan, this Notice, and the attached Stock Bonus Award
Agreement (the “Stock Bonus Agreement”) to the Plan.


 


	 	 	 	 	 
	Number of Shares:	 	 	 	 
	 	 	 
	Date of Grant:	 	 	 	 
	 	 	 
	Vesting Commencement Date:	 	 	 	 
	 	 	 
	Expiration Date:	 	 	 	The date on which all the Shares granted hereunder become vested, with earlier expiration upon the Termination Date
	 	 	 
	Vesting Schedule:	 	 	 	
        Subject to the limitations set forth in this Notice, the Plan
        and the Stock Bonus Agreement, the Shares will vest in accordance with the following schedule:

        [INSERT VESTING SCHEDULE]



You understand that your employment or consulting relationship
or service with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and
that nothing in this Notice, the Stock Bonus Agreement or the Plan changes the at-will nature of that relationship. You acknowledge
that the vesting of the Shares pursuant to this Notice is earned only by continuing service as an Employee, Director or Consultant
of the Company. You also understand that this Notice is subject to the terms and conditions of both the Stock Bonus Agreement and
the Plan, both of which are incorporated herein by reference. You have read both the Stock Bonus Agreement and the Plan.


 


	 	 	 	 	 	 	 
	PARTICIPANT	 	AMYRIS, INC.
	 	 	 	 
	Signature:	 	 	 	By:	 	 
	 	 	 	 
	Print Name:	 	 	 	Its:	 	 


 


 






     


    


    

 


AMYRIS, INC.


STOCK BONUS AWARD AGREEMENT


AMYRIS, INC. 2010 EQUITY INCENTIVE PLAN


Unless otherwise defined herein, the terms defined in the Amyris,
Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”) shall have the
same defined meanings in this Stock Bonus Agreement (the “Agreement”).


Participant has been granted a Stock Bonus Award (“Stock
Bonus Award”) subject to the terms, restrictions and conditions of the Plan, the Notice of Stock Bonus Award (the
“Notice”) and this Agreement.


1.      Issuance.
  Stock Bonus Awards shall be issued in Shares, and the Company’s transfer agent shall record ownership of such
Shares in Participant’s name as soon as reasonably practicable.


2.      Stockholder
Rights.   Participant shall have no right to dividends or to vote Shares until Participant is recorded as the
holder of such Shares on the stock records of the Company and its transfer agent.


3.      No-Transfer.
  Unvested Shares, and unvested Stock Bonus Awards, and any interest in either shall not be sold, assigned, transferred,
pledged, hypothecated, or otherwise disposed of by Participant or any person whose interest derives from Participant’s interest.
“Unvested Shares” are Shares that have not yet vested pursuant to the terms of the vesting schedule set
forth in the Notice.


4.      Termination.
  Upon Participant’s Termination for any reason, all Unvested Shares shall immediately be forfeited to the Company,
and all rights of Participant to such Unvested Shares shall immediately terminate as of Participant’s Termination Date. In
case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such
Termination has occurred and the effective date of such Termination.


5.      U.S.
Tax Consequences.   Upon vesting of Shares, Participant will include in taxable income the difference between
the fair market value of the vesting Shares, as determined on the date of their vesting, and the price paid for the Shares. This
will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable
law. Before any Shares subject to this Agreement are issued the Company shall withhold a number of Shares with a fair market value
(determined on the date the Shares are issued) equal to the minimum amount the Company is required to withhold for income and employment
taxes. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term
capital gain or loss, depending on whether the Shares are held for more than one year from the date of settlement.


6.      Acknowledgement.
  The Company and Participant agree that the Stock Bonus Award is granted under and governed by the Notice, this Agreement
and by the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt of a copy of the
Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and
(iii) hereby accepts the Stock Bonus Award subject to all of the terms and conditions set forth herein and those set forth
in the Plan, this Agreement and the Notice.


7.      Entire
Agreement; Enforcement of Rights.   This Agreement, the Plan and the Notice constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior
agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of
any rights of such party.






     


    


    

 


8.      Compliance with Laws and Regulations.
  The issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable
state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system
on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer.


9.      Governing Law; Severability.
  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement
shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect
to principles of conflicts of law.


10.     No Rights
as Employee, Director or Consultant.   Nothing in this Agreement shall affect in any manner whatsoever the right
or power of the Company, or a Parent or Subsidiary of the Company, to terminate Purchaser’s service, for any reason, with
or without cause.


By Participant’s signature and the signature
of the Company’s representative on the Notice, Participant and the Company agree that this Stock Bonus Award is granted under
and governed by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice
and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement,
and fully understands all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and
this Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address.


 






     


    


    

 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


NOTICE OF PERFORMANCE SHARES AWARD


GRANT NUMBER:                 


Unless otherwise defined herein, the terms defined in the Amyris,
Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”) shall have the
same meanings in this Notice of Performance Shares Award (the “Notice”).


 


	 	 	 
	 	Name:	 
	 	 	 
	 	Address:	 


You (“Participant”) have been granted
an award of Performance Shares under the Plan subject to the terms and conditions of the Plan, this Notice and the attached Performance
Shares Award Agreement (hereinafter “Performance Shares Agreement”).


 


	 	 	 	 	 
	 	Number of Shares:	 	 	 
	 	 	 	 
	 	Date of Grant:	 	 	 
	 	 	 
	 	Vesting Commencement Date:	 	 	 
	 	 	 	 
	 	Expiration Date:	The date on which all the Shares granted hereunder become vested, with earlier expiration upon the Termination Date	 
	 	 	 	 
	 	Vesting Schedule:	
        Subject to the limitations set forth in this Notice, the Plan
        and the Performance Shares Agreement, the Shares will vest in accordance with the following schedule:

        [INSERT VESTING SCHEDULE]
	 
	 	 	 	 	 


You understand that your employment or consulting relationship
or service with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and
that nothing in this Notice, the Performance Shares Agreement or the Plan changes the at-will nature of that relationship. You
acknowledge that the vesting pursuant to this Notice is earned only upon the applicable certification of attainment of the requisite
Performance Factors enumerated above while still in service as an Employee, Director or Consultant of the Company. You also understand
that this Notice is subject to the terms and conditions of both the Performance Shares Award Agreement and the Plan, both of which
are incorporated herein by reference. Participant has read both the Performance Shares Agreement and the Plan.


 


	 	 	 	 	 	 	 	 
	PARTICIPANT	 	AMYRIS, INC.
	 	 	 	 
	Print Name:	 	 	 	Its:	 	 
	 	 	 	 
	Signature:	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 


 






     


    


    

 


AMYRIS, INC.


PERFORMANCE SHARES AGREEMENT TO THE


AMYRIS, INC. 2010 EQUITY INCENTIVE PLAN


Unless otherwise defined herein, the terms defined in the Amyris,
Inc. (the “Company”) 2010 Equity Incentive Plan (the “Plan”) shall have the
same defined meanings in this Performance Shares Agreement (the “Agreement”).


Participant has been granted a Performance Shares Award (“Performance
Shares Award”) subject to the terms, restrictions and conditions of the Plan, the Notice of Performance Shares Award
(“Notice”) and this Agreement.


1.       
Settlement.   Performance Shares shall be settled in Shares and the Company’s transfer agent shall
record ownership of such Shares in Participant’s name as soon as reasonably practicable after achievement of the Performance
Factors enumerated in the Notice.


2.       
Stockholder Rights.   Participant shall have no right to dividends or to vote Shares until Participant
is recorded as the holder of such Shares on the stock records of the Company and its transfer agent.


3.       
No-Transfer.   Participant’s interest in this Performance Shares Award shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed of.


4.       
Termination.   Upon Participant’s Termination for any reason, all of Participant’s rights under
the Plan, this Agreement and the Notice in respect of this Award shall immediately terminate. In case of any dispute as to whether
Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective
date of such Termination.


5.       
U.S. Tax Consequences.   Participant acknowledges that there will be tax consequences upon issuance of
the Shares, and Participant should consult a tax adviser regarding Participant’s tax obligations prior to such settlement
or disposition. Upon vesting of the Shares, Participant will include in income the fair market value of the Shares. The included
amount will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable
law. Before any Shares subject to this Agreement are issued the Company shall withhold a number of Shares with a fair market value
(determined on the date the Shares are issued) equal to the minimum amount the Company is required to withhold for income and employment
taxes. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term
capital gain or loss, depending on whether the Shares are held for more than one year from the date of issuance.


6.       
Acknowledgement.   The Company and Participant agree that the Performance Shares Award is granted under
and governed by the Notice, this Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges
receipt of a copy of the Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar
with their provisions, and (iii) hereby accepts the Performance Shares Award subject to all of the terms and conditions set
forth herein and those set forth in the Plan, this Agreement and the Notice.


7.       
Entire Agreement; Enforcement of Rights.   This Agreement, the Plan and the Notice constitute the entire
agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them.
Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification
of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and
signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed
as a waiver of any rights of such party.


8.       
Compliance with Laws and Regulations.   The issuance of Shares will be subject to and
conditioned upon compliance by the Company and Participant with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be
listed or quoted at the time of such issuance or transfer.


9.       
Governing Law; Severability.   If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach
a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of
this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of
the State of California, without giving effect to principles of conflicts of law.






     


    


    

 


10.      
No Rights as Employee, Director or Consultant.   Nothing in this Agreement shall affect in any manner whatsoever
the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Purchaser’s service, for any reason,
with or without cause.


By Participant’s signature and the signature
of the Company’s representative on the Notice, Participant and the Company agree that this Performance Shares Award is granted
under and governed by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the
Notice and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement,
and fully understands all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and
this Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address.


 


 


 






     


    


    

  


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


NOTICE OF RESTRICTED STOCK AWARD


GRANT NUMBER:                 


Unless otherwise defined herein, the terms defined in the Company’s
2010 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Restricted Stock
Award (the “Notice”).


 


	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 
	Address:	 	 	 	 






You (“Participant”) have been granted
an award of Restricted Shares of Common Stock of Amyris, Inc. (the “Company”) under the Plan subject
to the terms and conditions of the Plan, this Notice and the attached Restricted Stock Agreement (the “Restricted Stock
Purchase Agreement”).


 


	 	 	 	 	 
	Total Number of Restricted Shares Awarded:	 		 	 
	 	 	 	 
	Fair Market Value per Restricted Share:	$	 	 
	 	 	 	 
	Total Fair Market Value of Award:	$	 	 
	 	 	 	 
	Purchase Price per Restricted Share:	$	 	 
	 	 	 	 
	Total Purchase Price for all Restricted Shares:    	$		 	 
	 	 	 	 
	Date of Grant:	 		 	 
	 	 	 	 
	Vesting Commencement Date:	 		 	 
	 	 	 	 
	Vesting Schedule:	 	
        Subject to the limitations set forth in this Notice, the
        Plan and the Restricted Stock Purchase Agreement, the Restricted Shares will vest and the right of repurchase shall lapse,
        in         whole         or in part, in accordance with the following schedule:

        [INSERT VESTING SCHEDULE]
	 	 


 


You understand that your employment or consulting relationship with
the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and that nothing in
this Notice, the Restricted Stock Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that the
vesting of the Restricted Shares pursuant to this Notice is earned only by continuing service as an Employee, Director or Consultant
of the Company. You also understand that this Notice is subject to the terms and conditions of both the Restricted Stock Agreement
and the Plan, both of which are incorporated herein by reference. You have read both the Restricted Stock Agreement and the Plan.
If the Restricted Stock Purchase Agreement is not executed by you within thirty (30) days of the Date of Grant above, then
this grant shall be void.


 






     


    


    

 


	 	 	 	 	 	 	 
	AMYRIS,
INC.	 	RECIPIENT:
	 	 	 	 
	By:	 	 	 	Signature:	 	 
	 	 	 	 
	Its	 	 	 	Please Print Name :	 	 




 


 


 


 


 



     


    


    




 


AMYRIS, INC.


2010 EQUITY INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (this “Agreement”)
is made as of                                 
, 20     by and between Amyris, Inc., a Delaware corporation (the “Company”),
and ___________________________________ (“Participant”) pursuant to the Company’s 2010 Equity Incentive
Plan (the “Plan”). Unless otherwise defined herein, the terms defined in the Plan shall have the same
meanings in this Agreement.


1.      Sale of Stock.  Subject
to the terms and conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Participant,
and Participant agrees to purchase from the Company the number of Shares shown on the Notice of Restricted Stock Award (the “Notice”)
at a purchase price of $                             
per Share. The per Share purchase price of the Shares shall be not less than the par value of the Shares as of the date of the
offer of such Shares to the Participant. The term “Shares” refers to the purchased Shares and all securities received
in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement
of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities
or other properties to which Participant is entitled by reason of Participant’s ownership of the Shares.


2.      Time
and Place of Purchase.  The purchase and sale of the Shares under this Agreement shall occur at the principal
office of the Company simultaneously with the execution of this Agreement by the parties, or on such other date as the Company
and Participant shall agree (the “Purchase Date”). On the Purchase Date, the Company will issue in Participant’s
name a stock certificate representing the Shares to be purchased by Participant against payment of the purchase price therefor
by Participant by (a) check made payable to the Company, (b) cancellation of indebtedness of the Company to Participant,
(c) Participant’s personal services that the Committee has determined have already been rendered to the Company and
have a value not less than aggregate par value of the Shares to be issued Participant, or (d) a combination of the foregoing.


3.      Restrictions
on Resale.  By signing this Agreement, Participant agrees not to sell any Shares acquired pursuant to the Plan
and this Agreement at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or
sale. This restriction will apply as long as Participant is providing service to the Company or a Subsidiary of the Company.


3.1      Repurchase
Right on Termination Other Than for Cause.  For the purposes of this Agreement, a “Repurchase Event”
shall mean an occurrence of one of the following:


(i)     termination
of Participant’s service, whether voluntary or involuntary and with or without cause;


(ii)    resignation,
retirement or death of Participant; or


(iii)   any
attempted transfer by Participant of the Shares, or any interest therein, in violation of this Agreement.


Upon the occurrence of a Repurchase Event, the Company shall have
the right (but not an obligation) to purchase the Shares of Participant at a price equal to the Purchase Price per Share (the “Repurchase
Right”). The Repurchase Right shall lapse in accordance with the vesting schedule set forth in the Notice. For purposes
of this Agreement, “Unvested Shares” means Stock pursuant to which the Company’s Repurchase Right
has not lapsed.


3.2      Exercise
of Repurchase Right.  Unless the Company provides written notice to Participant within 90 days from the date
of termination of Participant’s service to the Company that the Company does not intend to exercise its Repurchase Right
with respect to some or all of the Unvested Shares, the Repurchase Right shall be deemed automatically exercised by the Company
as of the 90th day following such termination, provided that the Company may notify Participant that it is exercising its Repurchase
Right as of a date prior to such 90th day. Unless Participant is otherwise notified by the Company pursuant to the preceding sentence
that the Company does not intend to exercise its Repurchase Right as to some or all of the Unvested Shares, execution of this Agreement
by Participant constitutes written notice to Participant of the Company’s intention to exercise its Repurchase Right with
respect to all Unvested Shares to which such Repurchase Right applies at the time of Termination of Participant. The Company, at
its choice, may satisfy its payment obligation to Participant with respect to exercise of the Repurchase Right by either (A) delivering
a check to Participant in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event
Participant is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares
being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness
equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Right by canceling an amount of such
indebtedness equal to the purchase price for the Unvested Shares being repurchased, such cancellation of indebtedness shall be
deemed automatically to occur as of the 90th day following termination of Participant’s employment or consulting relationship
unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Unvested Shares pursuant to the
Repurchase Right, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have
all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number
of Unvested Shares being repurchased by the Company, without further action by Participant.






     


    


    

 


3.3      Acceptance
of Restrictions.  Acceptance of the Shares shall constitute Participant’s agreement to such restrictions
and the legending of his or her certificates with respect thereto. Notwithstanding such restrictions, however, so long as Participant
is the holder of the Shares, or any portion thereof, he or she shall be entitled to receive all dividends declared on and to vote
the Shares and to all other rights of a stockholder with respect thereto.


3.4      Non-Transferability
of Unvested Shares.  In addition to any other limitation on transfer created by applicable securities laws or
any other agreement between the Company and Participant, Participant may not transfer any Unvested Shares, or any interest therein,
unless consented to in writing by a duly authorized representative of the Company. Any purported transfer is void and of no effect,
and no purported transferee thereof will be recognized as a holder of the Unvested Shares for any purpose whatsoever. Should such
a transfer purport to occur, the Company may refuse to carry out the transfer on its books, set aside the transfer, or exercise
any other legal or equitable remedy. In the event the Company consents to a transfer of Unvested Shares, all transferees of Shares
or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar
as applicable, the Repurchase Right. In the event of any purchase by the Company hereunder where the Shares or interest are held
by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Participant
for consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase Right is deemed exercised
by the Company, the Company may deem any transferee to have transferred the Shares or interest to Participant prior to their purchase
by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Participant’s
obligation to pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation to pay Participant
for such Shares or interest.


3.5      Assignment.  The
Repurchase Right may be assigned by the Company in whole or in part to any persons or organization.


 


4.      Restrictive
Legends and Stop Transfer Orders.


 


4.1      Legends.  The
certificate or certificates representing the Shares shall bear the following legend (as well as any legends required by applicable
state and federal corporate and securities laws):


THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.


4.2      Stop-Transfer
Notices.  Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in its own records.


4.3      Refusal
to Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold
or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as the owner or to accord
the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.






     


    


    

 


5.      No
Rights as Employee, Director or Consultant.  Nothing in this Agreement shall affect in any manner whatsoever
the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s service, for any
reason, with or without cause.


6.      Miscellaneous.


6.1      Acknowledgement.  The
Company and Participant agree that the Restricted Shares are granted under and governed by the Notice, this Agreement and by the
provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt of a copy of the Plan and
the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby
accepts the Restricted Shares subject to all of the terms and conditions set forth herein and those set forth in the Plan and the
Notice.


6.2      Entire
Agreement; Enforcement of Rights.  This Agreement, the Plan and the Notice constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior
agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed
by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed
as a waiver of any rights of such party.


6.3      Compliance
with Laws and Regulations.  The issuance of Shares will be subject to and conditioned upon compliance by the
Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any
stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such
issuance or transfer.


6.4      Governing
Law; Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable
law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement
shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.


6.5      Construction.  This
Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


6.6      Notices.  Any
notice to be given under the terms of the Plan shall be addressed to the Company in care of its principal office, and any notice
to be given to the Participant shall be addressed to such Participant at the address maintained by the Company for such person
or at such other address as the Participant may specify in writing to the Company.


6.7      Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall he deemed an original and all of which together shall
constitute one instrument.


6.8      U.S.
Tax Consequences.  Upon vesting of Shares, Participant will include in taxable income the difference between
the fair market value of the vesting Shares, as determined on the date of their vesting, and the price paid for the Shares. This
will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable
law. In the absence of an Election (defined below), the Company shall withhold a number of vesting Shares with a fair market value
(determined on the date of their vesting) equal to the minimum amount the Company is required to withhold for income and employment
taxes. If Participant makes an Election, then Participant must, prior to making the Election, pay in cash (or check) to the Company
an amount equal to the amount the Company is required to withhold for income and employment taxes.






     


    


    

 


7.      Section 83(b)
Elections.  Participant hereby acknowledges that he or she has been informed that, with respect to the purchase
of the Shares, an election may be filed by the Participant with the Internal Revenue Service, within 30 days of the purchase of
the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price
of the Shares and their Fair Market Value on the date of purchase (the “Election”). Making the Election
will result in recognition of taxable income to the Participant on the date of purchase, measured by the excess, if any, of the
Fair Market Value of the Shares over the purchase price for the Shares. Absent such an Election, taxable income will be measured
and recognized by Participant at the time or times on which the Company’s Repurchase Right lapses. Participant is strongly
encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability
of filing of the Election. PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY PARTICIPANT’S RESPONSIBILITY, AND NOT THE COMPANY’S
RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY, OR
ITS REPRESENTATIVE, TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.


The parties have executed this Agreement
as of the date first set forth above.


 


	 	 
	 	AMYRIS, INC.
	 	 
	 	By:                                                                             
	 	 
	 	Its:                                                                              
	 	 
	 	RECIPIENT:
	 	 
	 	Signature                                                                     
	 	 
	 	Please Print Name                                                      


 


 






     


    


    

 


RECEIPT


Amyris, Inc. hereby acknowledges receipt of
(check as applicable):


 ̈   A
check in the amount of $                                


 ̈ The cancellation
of indebtedness in the amount of $                                
 given by                                          
        as consideration for Certificate No. -                         
for                         
shares of Common Stock of Amyris, Inc.


Dated:                                         


 


	 	 	 	 
	 	AMYRIS, INC.
	 	 	 
	 	By:	 	 
	 	 	 
	 	Its:	 	 


 


 


 



     


    


    




RECEIPT AND CONSENT


The undersigned Participant hereby acknowledges
receipt of a photocopy of Certificate No. -                     
for                             
shares of Common Stock of Amyris, Inc. (the “Company”).


The undersigned further acknowledges that the
Secretary of the Company, or his or her designee, is acting as escrow holder pursuant to the Restricted Stock Agreement that Participant
has previously entered into with the Company. As escrow holder, the Secretary of the Company, or his or her designee, holds the
original of the aforementioned certificate issued in the undersigned’s name. To facilitate any transfer of Shares to the
Company pursuant to the Restricted Stock Agreement, Participant has executed the attached Assignment Separate from Certificate.


Dated:                                        ,
20     


Signature                                          
                                         
                  


Please Print Name                                          
                                         
  


 


 






     


    


    

 


 


 


STOCK POWER AND ASSIGNMENT


SEPARATE FROM STOCK CERTIFICATE


FOR VALUE RECEIVED and pursuant to that certain
Restricted Stock Agreement, dated as of                                         ,
             [COMPLETE AT THE TIME OF PURCHASE]
(the “Agreement”), the undersigned Participant hereby sells, assigns and transfers unto                                          
       ,                     
shares of the Common Stock, $0.0001 par value per share, of Amyris, Inc., a Delaware corporation (the “Company”),
standing in the undersigned’s name on the books of the Company represented by Certificate No(s).                 
[COMPLETE AT THE TIME OF PURCHASE] delivered herewith, and does hereby irrevocably constitute and appoint the Secretary
of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books
of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.


Dated:                                         ,
            


 


	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Please Print Name)


Instructions to Participant:     Please
do not fill in any blanks other than the signature line. The purpose of this document is to enable the Company and/or its assignee(s)
to acquire the shares upon exercise of its “Repurchase Right” set forth in the Agreement without requiring additional
action by the Participant.