Form of Option Agreement for employees



 Exhibit 10.5 
 CERUS CORPORATION 
 2008
EQUITY INCENTIVE PLAN 
 OPTION GRANT
NOTICE 
 Cerus Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the
“Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the
Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

							
		 	Optionholder:	  	  
	  	
		 	Date of Grant:	  	  
	  	
		 	Vesting Commencement Date:	  	  
	  	
		 	Number of Shares Subject to Option:	  	  
	  	
		 	Exercise Price (Per Share):	  	 $
	  	
		 	Total Exercise Price:	  	 $
	  	
		 	Expiration Date:	  	  
	  	

  

									
	Type of Grant:	 	  ̈	  	Incentive Stock Option1	  	 ̈ Nonstatutory Stock Option	  	

  

					
	Vesting Schedule:	 	             of the shares covered by the option will vest and become exercisable on
            (            after the Vesting Commencement Date); the balance of the shares vest and become exercisable in a series
of             successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date.
			
	Exercise Schedule:	 	 ̈	  	Same as Vesting Schedule
		
	Payment:	 	By one or a combination of the following items (described in the Option Agreement):
			
		 	 ̈	  	By cash or check
		 	 ̈	  	Pursuant to a Regulation T Program if the Shares are publicly traded
		 	 ̈	  	By delivery of already-owned shares if the Shares are publicly traded
		 	 ̈	  	If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise”
arrangement2

 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and
agrees to, this Option Grant Notice, the Option Agreement, and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between
Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder by the
Company, and (ii) the following agreements only: 
  

					
		 	OTHER AGREEMENTS:	 	  

		 		 	  


  

	1 	 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than
$100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 



	2 	 Any portion of this option intended to qualify as an Incentive Stock Option may not be exercised by net exercise. 










									
	CERUS CORPORATION	 		 	OPTIONHOLDER:
				
	By:	 	  
	 		 	  

		 	Signature	 		 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS SENT OUT VIA
E-MAIL: Option Agreement, 2008 Equity Incentive Plan, and Notice of Exercise 







 CERUS CORPORATION 

2008 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 
 (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) 

Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Cerus Corporation (the
“Company”) has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise
price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
 The details of your option are as follows: 
 1. VESTING.
Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 

2. NUMBER OF SHARES AND EXERCISE PRICE.
The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 

3. EXERCISE RESTRICTION FOR NON-EXEMPT
EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), and except as otherwise
provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

 4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in one or more of the following manners: 
 (a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 

(b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either
by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery”
for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common 








 
Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the
provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 
 (c)
If the Option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon
exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from you to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under your option and will not be
exercisable thereafter to the extent that (1) shares are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy tax
withholding obligations. 
 5. WHOLE SHARES. You may exercise your option
only for whole shares of Common Stock. 
 6. SECURITIES LAW COMPLIANCE.
Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations
governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 
 7. TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires, subject to
the provisions of Section 5(g) of the Plan, upon the earliest of the following: 
 (a) three
(3) months after the termination of your Continuous Service for any reason other than your Disability or death; provided, however, that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six
(6) months after the Date of Grant specified in your Grant Notice, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option shall not expire until the earlier of (x) the
later of (A) the date that is seven (7) months after the Date of Grant specified in your Grant Notice or (B) the date that is three (3) months after the termination of your Continuous Service, or (y) the Expiration Date;

 (b) twelve (12) months after the termination of your Continuous Service due to your Disability;

 (c) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates; or 







 (d) the Expiration Date indicated in your Grant Notice. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock
Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in
the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if
you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or
an Affiliate terminates. 
 8. EXERCISE. 

(a) You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then
require. 
 (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any
substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the
Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one
(1) year after such shares of Common Stock are transferred upon exercise of your option. 
 9.
TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition, you may transfer your option to a trust if you are considered to be
the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. 

10. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In
addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate. 







 11. WITHHOLDING OBLIGATIONS. 

(a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the
Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection
with the exercise of your option. 
 (b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common
Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a
liability for financial accounting purposes). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

(c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are
satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common
Stock from any escrow provided for herein unless such obligations are satisfied. 
 12. TAX
CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim
against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the
Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated
with the option. 
 13. NOTICES. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company. 
 14. GOVERNING PLAN DOCUMENT. Your option is
subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 







 Cerus Corporation 
 [Address] 
 Date of Exercise:
                 
 Ladies and Gentlemen: 

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. 

 

									
	 Type of option (check one):
	  	 ̈	 Incentive	  	  	 ̈	 Nonstatutory	  
	 Stock option dated:
	  	 	__________	  	  	 	__________	  
	 Number of shares as to which option is exercised:
	  	 	__________	  	  	 	__________	  
	 Shares to be issued in name of:
	  	 	__________	  	  	 	__________	  
	 Total exercise price:
	  	$	__________	  	  	$	__________	  
	 Cash payment delivered herewith:
	  	$	__________	  	  	$	__________	  
	 Regulation T Program (cashless exercise)
	  	$	__________	  	  	$	__________	  
	 Value of              shares of Cerus Corporation Common Stock
delivered herewith1:
	  	$	__________	  	  	$	__________	  
	 Value of              shares of Cerus Corporation Common Stock
pursuant to net exercise2:
	  	$	__________	  	  	$	__________	  

 By this exercise, I agree (i) to provide such additional documents as you may require pursuant to
the terms of the Cerus Corporation 2008 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if
this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two
(2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 

 

	1 	 Shares must meet the public trading requirements set forth in the option. Shares must be valued on the date of exercise in accordance with the terms of
the Plan and the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.




	2 	 The Company must have established net exercise procedures at the time of exercise in order to utilize this payment method and must expressly consent to
your use of net exercise at the time of exercise. An Incentive Stock Option may not be exercised by a net exercise arrangement. 









 
	
	Very truly yours,
	
	  
	Name