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  Exhibit 10.8    
    


 
    TRANZYME, INC.
  AMENDED AND RESTATED 2003 STOCK OPTION PLAN    
    


	1.
	Purpose.    The Tranzyme, Inc. Amended and Restated 2003 Stock Option Plan (the "Plan") is
established to create an additional incentive for key employees, directors and consultants or advisors of Tranzyme, Inc. and any successor corporations or any present or future subsidiary
corporations of such corporation (collectively, the "Company") to promote the financial success and progress of the Company. For purposes of the Plan, a subsidiary corporation shall be as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code").



	2.
	Administration.    The Plan shall be administered by the Board of Directors of the Company (the
"Board") and/or by a duly appointed committee of the Board having such powers as shall be specified by the Board. Any subsequent references herein to the Board shall also mean the committee if such
committee has been appointed and, unless the powers of the committee have been specifically limited, the committee shall have all of the powers of the Board granted herein, other than power to
terminate or amend the Plan as provided in Paragraph 11 hereof, subject to the terms of the Plan and any applicable limitations imposed by law. All questions of interpretation of the Plan or of
any award granted under the Plan shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan and/or any Option (as defined
below). Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation or election which is the responsibility of or which is
allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation or election.



	3.
	Eligibility.    The Board may grant options (each an "Option") to purchase shares of the authorized
but unissued common stock of the Company (the "Stock"), which Options may be either incentive stock options as defined in Section 422 of the Code (an "Incentive Stock Option") or nonqualified
stock options (a "Nonqualified Stock Option"). Options may be granted to employees, officers, directors, consultants, advisors or other independent contractors (collectively "persons"). The Board, in
its sole discretion, shall determine to whom Options are granted (each an "Optionee"). An Option that the Board intends to be an Incentive Stock Option shall only be granted to an employee of the
Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to an Optionee, if an Option (or any
part thereof) which is intended to be an Incentive Stock Option does not qualify as an Incentive Stock Option. An Optionee may, if otherwise eligible, be granted additional Options.



	4.
	Shares Subject to Option.    Subject to adjustment as provided in Paragraph 9 below, the
maximum number of shares of Stock which may be issued pursuant to Options granted under the Plan shall be Eight Million One Thousand Two Hundred Seventy-Two (8,001,272) shares. If any
outstanding Option for any reason expires or is terminated or cancelled, the shares of Stock allocable to the unexercised portion of such Option, may again be subject to an Option. It is intended that
the Plan shall constitute a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act of 1933, as amended ("Rule 701"), to the extent
applicable, and that the Plan shall otherwise be administered in compliance with the requirements of Rule 701. To ensure such compliance, the Company shall maintain a record of shares subject
to outstanding Options under the Plan and the exercise price of the Options, plus a record of all shares of Stock issued upon the exercise of the Options and the exercise price of the Options. The
Company shall not be required to issue fractional shares upon the exercise of the Options and any fraction of a share shall be rounded down.



	4A.
	Tranzyme Pharma Options and Prior Plan Options.    For so long as the Company is a party to that
certain Amended and Restated Put and Support Agreement, dated as of May 12, 2005, by and among the Company, Tranzyme Pharma Inc., f/k/a Neokimia Inc. ("Tranzyme Pharma"), and
certain other parties named therein (the "Put Agreement"), the Company shall not grant options 







 

under
the Plan for that number of shares of Stock equal to that number of shares of stock in Tranzyme Pharma that are subject to options outstanding (as adjusted for any cancellations) or exercised,
on or after October 23, 2007, under each of that certain Tranzyme Pharma Inc. Second Amended and Restated 2003 Stock Option Plan and that certain Tranzyme Pharma Inc. Second
Amended and Restated 2004 Stock Option Plan (the "Tranzyme Pharma Options"), as such plans may be further amended from time to time. In addition, the Company shall not grant options for that number of
shares of Stock equal to that number of shares of stock in the Company that are subject to options outstanding (as adjusted for any cancellations) or exercised, on or after October 23, 2007,
under each of that certain 1998 Equity Incentive Plan, as amended to date, that certain 2001 Employee Stock Option Plan, as amended to date, and that certain 2001 Non-Employee Stock Option
Plan, as amended to date (the "Prior Plan Options"). If any outstanding Prior Plan Option or Tranzyme Pharma Option for any reason expires or is terminated or cancelled, the preceding sentence shall
no longer apply to the unexercised portion of such Prior Plan Option or Tranzyme Pharma Option, as the case may be, under the Plan. At no time may the total number of shares of Stock subject to
Options and the number of shares of stock subject to Prior Plan Options and Tranzyme Pharma Options exceed the maximum number of shares of Stock specified in Paragraph 4 above. 



	5.
	Time for Granting Options.    All Options shall be granted, if at all, within ten (10) years
from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.



	6.
	Terms, Conditions and Form of Options.    Subject to the provisions of the Plan, the Board shall
determine for each Option the number of shares of Stock into which the Option is exercisable, whether the Option is to be treated as an Incentive Stock Option or as a nonqualified stock option and all
other terms and conditions of the Option. Each Option granted pursuant to the Plan shall comply with and be subject to the following terms and conditions:



	(a)
	Exercise Price.    The exercise price for each Option shall be established in the sole discretion
of the Board; provided, however, that: (i) the exercise price per share for an Incentive Stock Option shall be not less than the fair market value of a share of Stock on the date of grant;
(ii) the exercise price per share of an Incentive Stock Option granted to an Optionee who on the date of the grant owns stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company within the meaning of Section 422(b)(6) of the Code (a "Ten Percent Owner Optionee") shall be not less than one hundred ten percent (110%) of the
fair market value of a share of Stock on the date of grant; and (iii) the exercise price per share of a Nonqualified Stock Option shall be not less than the fair market value of a share of
Stock on the date of grant unless the Board otherwise expressly determines to grant a below-market Option. For this purpose, "fair market value" means the value assigned to the Stock by the Board for
any date of grant, as determined pursuant to a reasonable method established by the Board that is consistent with the applicable requirements of Sections 409A, 422 and 424 of the Code and the
regulations thereunder (which method may be changed from time to time to the extent consistent with the Code). Notwithstanding the foregoing, an Option may be granted by the Board in its discretion
with an exercise price lower than the minimum exercise price set forth above if, in the case of an Incentive Stock Option, such Option is granted pursuant to an assumption or substitution for another
option in accordance with the provisions of Section 424(a) of the Code. The foregoing shall not require that any such assumption or modification will result in the Option having the same
characteristics, attributes or tax treatment as the Option for which it is substituted.



	(b)
	Exercise Period of Options.    The Board shall have the power to set the times on or within which
an Option shall be exercisable or the events upon which an Option shall be exercisable 





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and
the term of an Option; provided, however, that (i) no Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the date of grant, (ii) no
Incentive Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years after the date of grant, (iii) no Option shall be exercisable
after the date the Optionee's employment with the Company is terminated for cause (as determined in the sole discretion of the Board unless cause is defined in an employment agreement between the
Optionee and the Company in which case such definition shall be used); and (iv) each Incentive Stock Option shall terminate and cease to be exercisable no later than three (3) months
after the date on which the Optionee terminates employment with the Company, unless the Optionee's employment with the Company was terminated as a result of the Optionee's death or disability (within
the meaning of Section 22(e)(3) of the Code), in which event the Incentive Stock Option shall terminate and cease to be exercisable no later than twelve (12) months from the date on
which the Optionee's employment terminated. For this purpose, an Optionee's employment shall be deemed to have terminated as a result of death if the Optionee dies within three (3) months
following the Optionee's termination of employment.  



	(c)
	Payment of Exercise Price.    Payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option shall be made in cash, by check, cash equivalent or in any other manner as may be permitted by the Board in its discretion.



	(d)
	$100,000 Limitation.    The aggregate fair market value, determined as of the date of grant of the
shares of the Stock with respect to which an Incentive Stock Option (determined without regard to this subparagraph) is first exercisable during any calendar year (under this Plan or under any other
plan of the Company) by any Optionee shall not exceed $100,000. If such limitation would be exceeded with respect to an Optionee for a calendar year, the Incentive Stock Option shall be deemed a
nonqualified stock option to the extent of such excess.






	7.
	Forms of Stock Option Agreements.    All Options shall be evidenced by a written agreement
substantially in such form or forms as may be approved by the Board consistent with the terms of this Plan. The Board shall have the authority from time to time to vary the terms of the form Option
Agreements either in connection with the grant of an Option or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of such revised or
amended standard form or forms of stock option agreement shall be in accordance with the terms of the Plan.



	8.
	Transfer of Control    Upon a merger, consolidation, corporate reorganization, or any transaction
in which all or substantially all of the assets or stock of the Company are sold, leased, transferred or otherwise disposed of (other than a mere reincorporation transaction or one in which the
holders of voting capital stock of the Company immediately prior to such merger or consolidations continue to hold at least a majority of the voting power of the surviving corporation) (a "Transfer of
Control"), then, except as otherwise provided in a particular stock option agreement approved by the Board, any unexercisable portion of an outstanding Option shall become immediately exercisable as
of a date prior to the Transfer of Control, which date shall be determined by the Board. Upon the occurrence of a Transfer of Control, each outstanding Option, to the extent not exercised prior to the
Transfer of Control, shall terminate as of the effective time of the Transfer of Control, unless such Option is assumed by the successor corporation (or parent thereof) or replaced with a comparable
option to purchase shares of the capital stock of the successor corporation (or parent thereof). The exercise of any Option that was permissible solely by reason of this Paragraph 8 shall be
conditioned upon the consummation of the Transfer of Control.



	9.
	Effect of Change in Stock Subject to Plan.    The Board shall make appropriate adjustments in the
number and class of shares of the Stock subject to the Plan and to any outstanding Options and in 


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the
option price of any outstanding Options in the event of a stock dividend, stock split, reverse stock split, combination, reclassification or similar change in the capital structure of the Company. 



	10.
	Options Non-Transferable.    Except as otherwise provided in a stock option agreement,
no Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. During the lifetime of an Optionee, an Option shall be exercisable only by
such Optionee.



	11.
	Termination or Amendment.    The Board may amend, suspend or terminate the Plan or any portion
thereof at any time. The Board may amend, modify or terminate any outstanding Option; provided, however, that no amendment authorized hereby may adversely affect the rights of any Optionee under any
then outstanding Option without the consent of the Optionee, unless such amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option. The
Board shall be entitled to create, amend or delete appendices to this Plan as specified herein.



	12.
	Withholding.    Each Optionee shall pay to the Company, or make provision satisfactory to the
Board for payment of, any taxes required by law to be withheld in connection with Options to such Optionee no later than the date of the event creating the tax liability. Except as the Board may
otherwise provide in an award, when the Stock is registered under the Securities Exchange Act of 1934, as amended, Optionees may satisfy such tax obligations in whole or in part by delivery of shares
of Stock, including shares retained from the Option creating the tax obligation, valued at their fair market value as determined by, or in a manner approved by, the Board in good faith; provided,
however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to an Optionee.



	13.
	Conditions on Delivery of Stock.    The Company will not be obligated to deliver any shares of
Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Option have been met or removed to the satisfaction
of the Company, (ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable
securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Optionee has executed and delivered to the Company such representations or agreements as
the Company may consider appropriate to satisfy the requirements of any applicable laws, rules, regulations or contractual obligations.



	14.
	Right of First Refusal.



	(a)
	Right of First Refusal.    If any Optionee proposes to sell, pledge or otherwise transfer any
shares of Stock acquired upon exercise of an Option (the "Exercise Shares"), the Company shall have the right to repurchase the Exercise Shares under the terms and subject to the conditions set forth
in this Paragraph 14 (the "Right of First Refusal").



	(b)
	Notice of Proposed Transfer.    Prior to any proposed transfer of the Exercise Shares, the
Optionee shall give a written notice (the "Transfer Notice") to the Company describing fully the proposed transfer, including the number of Exercise Shares, the name and address of the proposed
transferee (the "Proposed Transferee"), the proposed transfer price and all other material terms and conditions of the proposed transfer.



	(c)
	Exercise of the Right of First Refusal.    The Company shall have the right to purchase all, but
not less than all, of the Exercise Shares at the purchase price and on the terms set forth in 





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the
Transfer Notice by delivery to the Optionee of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The
Company's exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company's ability to exercise the Right
of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Optionee or issued by any other person with
respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Optionee shall thereupon consummate the sale of the Exercise
Shares to the Company on the terms set forth in the Transfer Notice; provided however, that if the Transfer Notice provides for the payment for the Exercise Shares other than in cash, the Company
shall have the option of paying for the Exercise Shares by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For purposes of
the foregoing, cancellation of any indebtedness of the Optionee to the Company shall be treated as payment to the Optionee in cash to the extent of the unpaid principal and any accrued interest
cancelled.  



	(d)
	Failure to Exercise the Right of First Refusal.    If the Company fails to exercise the Right of
First Refusal within the period specified in Paragraph 14(c) above, the Optionee may conclude a transfer to the Proposed Transferee of the Exercise Shares on the terms and conditions described
in the Transfer Notice, provided such transfer occurs not later than one hundred twenty (120) days following delivery to the Company of the Transfer Notice. Any proposed transfer on terms and
conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, also shall be subject to the Right of First Refusal and shall require
compliance by the Optionee with the procedure described in this Paragraph 14.



	(e)
	Transferees of the Transfer Shares.    All transferees of the Exercise Shares or any interest
therein, other than the Company, shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee shall receive and hold such Exercise
Shares or interests subject to the provisions of this Paragraph 14 providing for the Right of First Refusal with respect to any subsequent transfer.



	(f)
	Transfers Not Subject to the Right of First Refusal.    The Right of First Refusal shall not apply
to any transfer or exchange of the Exercise Shares if: (i) such transfer is in connection with a Transfer of Control; (ii) such transfer is to one or more members of the Optionee's
immediate family (or a trust for their benefit) provided all such transferees agree in writing to the restrictions of Paragraph 14(e); or (iii) such transfer has been approved by the
Board, which approval may be granted or withheld in its complete discretion.



	(g)
	Assignment of the Right of First Refusal.    The Company shall have the right to assign the Right
of First Refusal at any time.



	(h)
	Stock Dividends Subject to First Refusal Right.    If, from time to time, there is any stock
dividend, stock split, recapitalization, reclassification or other change in the character or amount of any of the outstanding stock of the Company, the stock of which is subject to the provisions of
an option agreement issued pursuant to the Plan, then, in such event, any and all new substituted or additional securities to which the Optionee is entitled by reason of the Optionee's ownership of
the shares acquired upon exercise of an Option shall be immediately subject to the Right of First Refusal with the same force and effect as the shares subject to the Right of First Refusal immediately
before such event.



	(i)
	Early Termination of the Right of First Refusal.    The other provisions of this
Paragraph 14 notwithstanding, the Right of First Refusal shall terminate, and be of no further force and 



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effect,
upon the earlier of (i) the occurrence of a Transfer of Control, unless the surviving, continuing, successor, or purchasing corporation, as the case may be, assumes the Company's rights
and obligations under the Plan or (ii) the existence of a public market for the class of shares subject to the Right of First Refusal. A "public market" shall be deemed to exist if
(x) such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (y) such stock is traded on the over-the-counter market
and prices therefor are published daily on business days in a recognized financial journal.  



	(j)
	Escrow.    To ensure shares of Stock subject to Right of First Refusal will be available for
repurchase, the Company may require an Optionee to deposit certificates evidencing the Exercise Shares in escrow with the Company or an agent of the Company.



	(k)
	Conflict.    To the extent that any conflict may exist between any term or provision of this Plan
and any term or provision of any then existing Shareholders' Agreement of the Company (the "Shareholders' Agreement") and the Put Agreement then the term or provision of the Shareholders' Agreement or
Put Agreement shall control.






	15.
	Legends.    The Company may at any time place legends referencing any applicable federal or state
securities law restriction on all certificates representing shares of stock subject to the provisions of an Option Agreement. The Optionee shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Optionee in order to effectuate the provisions of this Paragraph. Unless otherwise
specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:



	(a)
	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SHARES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER
THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SHARES REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER ASSIGNMENT OR HYPOTHECATION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.



	(b)
	THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION OR ITS
ASSIGNEE SET FORTH IN THE CORPORATION'S STOCK OPTION PLAN AND AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL OFFICE OF THIS CORPORATION.



	(c)
	THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK
OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY
TRANSFER OF THE SHARES BY THE REGISTERED HOLDER HEREOF MADE ON OR BEFORE THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE OPTION IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF
ANY NOMINEE) FOR A PERIOD OF ONE YEAR FROM THE DATE OF EXERCISE OF THE OPTION OR TWO YEARS FROM THE DATE OF GRANT OF THE OPTION.





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	16.
	Initial Public Offering.    In the event of an initial public offering of stock made by the
Company under the Securities Act, Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of
stock of the Company or any rights to acquire stock of the Company for such period of time as may be established by the underwriter for such initial public offering; provided, however, that such
period of time shall not exceed one hundred eighty (180) days from the effective date of the registration statement to be filed in connection with such initial public offering.



	17.
	Miscellaneous



	(a)
	Nothing
in this Plan or any Option granted hereunder shall confer upon any Optionee any right to continue in the employ of the Company, or to serve as a
director, consultant or advisor thereof, or interfere in any way with the right of the Company to terminate such Optionee's employment at any time. Unless specifically provided otherwise, no grant of
an Option shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Company for the benefit of its employees unless the
Company shall determine otherwise. No Optionee shall have any claim to an Option until it is actually granted under the Plan. To the extent that any person acquires a right to receive payments from
the Company under the Plan, such right shall, except as otherwise provided by the Board, be no greater than the right of an unsecured general creditor of the Company.



	(b)
	The
Plan and the grant of Options hereunder shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any
United States government or regulatory agency as may be required.



	(c)
	The
terms of the Plan shall be binding upon the Company, and its successors and assigns.



	(d)
	This
Plan and all awards taken hereunder shall be governed by the laws of the State of Delaware, without regard to the conflicts of laws of Delaware.



	(e)
	If
any provision of this Plan or a form Option Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any form Option Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the form Option Agreement, it shall be stricken and the remainder of the Plan or
the form Option Agreement shall remain in full force and effect.



	(f)
	The
Board may incorporate additional or alternative provisions for this Plan with respect to residents of one or more individual states to the extent
necessary or desirable under state securities laws. Such provisions shall be set out in one or more appendices hereto which may be amended or deleted by the Board from time to time.



	(g)
	It
is intended that all Options granted hereunder be either exempt from, or issued in compliance with, Section 409A of the Code. The Company shall
have no liability to an Optionee, or any other party, if an Option that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant, or for any
action taken by the Board. 





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        IN
WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing Plan, as amended and restated, was duly adopted by the Board of Directors of the Company on the
23rd day of October, 2007 and approved by the stockholders of the Company on the 23rd day of October, 2007. 

 






 



					
	 
	 	 TRANZYME, INC.
	 
	 	 By:
	 	 /s/ Richard I. Eisenstadt







  Richard I. Eisenstadt, Secretary




 

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  APPENDIX A    
    
    TRANZYME, INC.
  AMENDED AND RESTATED 2003 STOCK OPTION PLAN (the "Plan")    
    
    Provisions Applicable to California Residents    
    


        Notwithstanding anything to the contrary otherwise appearing in the Plan, the following provisions shall apply to any stock option or
other award granted under the Plan to a resident of the State of California and, in the event of any conflict or inconsistency between the following provisions and the provisions otherwise appearing
in the Plan, the following provisions shall control, solely with respect to options or other awards granted under the Plan to residents of the State of California: 



	•
	The exercise period of a stock option granted to a California resident shall be no longer than 120 months from the
date the option is granted.   



	•
	An option granted to a California resident shall not be transferable, other than by will or the laws of descent and
distribution, or as permitted by Rule 701 of the Securities Act of 1933, as amended ("Rule 701").   



	•
	Unless employment is terminated for cause as defined by applicable law, the terms of the Plan or stock option agreement or
a contract of employment, the right to exercise an option granted to a California resident in the event of termination of such optionee's employment (to the extent that such optionee is otherwise
entitled to exercise on the date of termination of employment) shall terminate as follows:  



	•
	At least 6 months from the date of termination if termination was caused by death or disability; or  



	•
	At least 30 days from the date of termination if termination was caused by an event other than death or disability.  






	•
	The Plan shall terminate with respect to California residents on the earlier of ten years after the date the Plan is
adopted or the date the Plan is approved by the shareholders of the Company.   



	•
	The Plan shall be available to California residents only if the stockholders of the Company approve the Plan within
12 months before or after the date the Plan is adopted. Any option exercised by a California resident before such stockholder approval is obtained shall be rescinded if such stockholder
approval is not subsequently obtained and such shares shall not be counted in determining whether the required stockholder approval is obtained.   



	•
	Each California resident participating in the Plan will be provided with such disclosure information as may be required
pursuant to Rule 701. 



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Optionee: 



THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.



 
 

  TRANZYME, INC.
  INCENTIVE STOCK OPTION AGREEMENT    
    


        Tranzyme, Inc., a Delaware corporation (the "Company"), hereby grants to the individual named below an option (the "Option") to
purchase certain shares of common stock of the Company pursuant to the Tranzyme, Inc. 2003 Amended and Restated Stock Option Plan in the manner and subject to the provisions of this Option
Agreement.  


	1.
	Definitions:



	(a)
	"Code"
shall mean the Internal Revenue Code of 1986, as amended. (All citations to Sections of the Code are to such Sections as they may from time to time
be amended or renumbered.)



	(b)
	"Company"
shall mean Tranzyme, Inc., a Delaware corporation, and any successor corporation thereto.



	(c)
	"Date
of Option Grant" shall mean                    .



	(d)
	"Disability"
shall mean disability within the meaning of Section 22(e)(3) of the Code, as determined by the Board of Directors of the Company (the
"Board") in its discretion under procedures established by the Board.



	(e)
	"Exercise
Price" shall mean                    (      ) per share as adjusted from time to time pursuant to Paragraph 9 of
the Plan.



	(f)
	"Number
of Option Shares" shall mean                                
(        ) shares of common stock of the Company as adjusted from time to time pursuant to
Paragraph 9 of the Plan.



	(g)
	"Option
Term Date" shall mean the date ten (10) years after the Date of Option Grant.



	(h)
	"Optionee"
shall mean                        .



	(i)
	"Plan"
shall mean the Tranzyme, Inc. 2003 Stock Option Plan, as amended.






	2.
	Status of the Option.    The Option is intended to be an incentive stock option as described in
Section 422 of the Code, but the Company does not represent or warrant that the Option qualifies as such. The Optionee should consult with the Optionee's own tax advisors regarding the tax
effects of the Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code.



	3.
	Administration.    All questions of interpretation concerning the Option shall be determined by the
Board and shall be final and binding upon all persons having an interest in the Option.



	4.
	Exercise of the Option.



	(a)
	Right to Exercise.    The Option shall become exercisable as set forth below, from subject to the
termination provisions of Paragraphs 6 and 7 hereof, the Optionee's acknowledgement and agreement that any shares purchased upon exercise are subject to the Company's repurchase rights set
forth in the Company's Bylaws and the Optionee's agreement that any shares 










 


purchased
upon exercise are subject to the Company's Shareholders' Agreement as described in Paragraph 10 hereof: 






On
or after                , the Option may be exercised to purchase up to                of
the Number of Option Shares. 


On
or after the last day of each successive full calendar quarter of service as an employee of a Participating Company following                , the Option may be exercised
to purchase up to 6.25% of
the Number of Option Shares. 


This
provision shall be interpreted such that on or after                the option may be exercised to purchase up to 100% of the Number of Option Shares. 




The
schedule set forth above is cumulative, so that shares as to which the Option has become exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the
Option at any subsequent date prior to termination of the Option pursuant to Paragraph 6 hereof. The Option may be exercised at any time and from time to time to purchase up to the number of
shares as to which it is then exercisable. 


Notwithstanding
the foregoing, if the aggregate fair market value, determined as of the Date of Option Grant, of the stock with respect to which the Option may be exercised (determined without regard
to this provision) for the first time during any calendar year (under this Plan), as determined in accordance with Section 422(d) of the Code, shall exceed one hundred thousand dollars
($100,000), the Option shall be deemed a nonqualified stock option to the extent of such excess.  



	(b)
	Method of Exercise.    The Option shall be exercised by written notice to the Company in the form
of Exhibit A hereto.



	(c)
	Restrictions on Grant of the Option and Issuance of Shares.    The grant of the Option and the
issuance of the shares upon exercise of the Option shall be subject to compliance with all applicable requirements of federal or state law with respect to such securities. The Option may not be
exercised if the issuance of shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other law or regulations. In addition, no Option may be
exercised unless (i) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), shall at the time of exercise of the Option be in effect with respect to the
shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of
an applicable exemption from the registration requirements of the Securities Act. 



THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISABLE UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION
WHEN DESIRED EVEN THOUGH THE OPTION IS EXERCISABLE PURSUANT TO THE TERMS HEREOF.


As
a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as may be requested by the Company.  



	(d)
	Fractional Shares.    The Company shall not be required to issue fractional shares upon the
exercise of the Option and any fraction of a share shall be rounded down.






	5.
	Non-Transferability of the Option.    The Option and may not be assigned or transferred
in any manner except by will or by the laws of descent and distribution. 


2







 
	6.
	Termination of the Option.    The Option shall terminate upon on the first to occur of:
(a) the Option Term Date; (b) the last date for exercising the Option following termination of employment as described in Paragraph 7 hereof, or (c) upon a Transfer of
Control as described in Paragraph 8 of the Plan.



	7.
	Termination of Employment.



	(a)
	Termination of the Option.    If the Optionee ceases to be an employee of the Company for any
reason except death or Disability, the Option, to the extent exercisable by the Optionee on the date on which the Optionee ceased to be an employee, may be exercised by the Optionee until the earlier
of (i) three (3) months after the date on which the Optionee's employment terminates or (ii) the Option Term Date. Notwithstanding the foregoing, if the Optionee's employment with
the Company is terminated for cause (as determined in the sole discretion of the Board), the Option may not be exercised after the date on which the Optionee's employment terminates. If the Optionee's
employment with the Company is terminated because of the death or Disability of the Optionee, the Option, to the extent exercisable by the Optionee on the date on which the Optionee ceased to be an
employee, may be exercised by the Optionee (or the Optionee's legal representative) until the earlier of (i) the expiration of twelve (12) months from the date the Optionee's employment
terminated, (ii) the Option Term Date. The Optionee's employment shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee's
termination of employment. This Paragraph shall be interpreted such that the Option shall not become exercisable as to any additional number of Option Shares after the date on which the Optionee
ceases to be an employee of the Participating Company Group (pursuant to this Paragraph 7) for any reason, notwithstanding any period after such cessation of employment during which the Option
may remain exercisable as provided in this Paragraph 7.



	(b)
	Exercise Prevented by Law.    Except as provided in this Paragraph 7, the Option shall
terminate and may not be exercised after the Optionee's employment with the Company terminates unless the exercise of the Option in accordance with this Paragraph 7 is prevented by the
provisions of Paragraph 4(c) hereof. If the exercise of the Option is so prevented, the Option shall remain exercisable until the earlier of (i) three (3) months after the date
the Optionee is notified by the Company that the Option is exercisable or (ii) the Option Term Date.



	(c)
	Optionee Subject to Section 16(b).    Notwithstanding the foregoing, if the exercise of the
Option within the applicable time periods set forth above would subject the Optionee to suit under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which the Optionee would no longer be subject to such suit, (ii) the one
hundred and ninetieth (190th) day after the Optionee's termination of employment, or (iii) the Option Term Date.



	(d)
	Leave of Absence.    For purposes hereof, the Optionee's employment with the Company shall not be
deemed to terminate if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved by the Company of ninety (90) days or less. In the event of a leave in
excess of ninety (90) days, the Optionee's employment shall be deemed to terminate on the ninety-first (91st) day of the leave unless the Optionee's right to reemployment with the Company
remains guaranteed by statute or contract.






	8.
	Rights as a Stockholder or Employee.    The Optionee shall have no rights as a stockholder with
respect to any shares covered by the Option until the date of the issuance of a certificate or certificates for the shares for which the Option has been exercised. Nothing in the Option shall confer
upon the Optionee any right to continue in the employ of the Company or interfere in any way with any right of the Company to terminate the Optionee's employment at any time. 


3







 
	9.
	Notice of Sales Upon Disqualifying Disposition.    The Optionee shall dispose of the shares
acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, the Optionee shall promptly notify the Chief Financial Officer of the Company if the
Optionee disposes of any of the shares acquired pursuant to the Option within one (1) year from the date the Optionee exercises all or part of the Option or within two (2) years of the
date of grant of the Option. Until such time as the Optionee disposes of such shares in a manner consistent with the provisions of this Option Agreement, the Optionee shall hold all shares acquired
pursuant to the Option in the Optionee's name (and not in the name of any nominee) for the one-year period immediately after exercise of the Option and the two-year period
immediately after grant of the Option. At any time during the one-year or two-year periods set forth above, the Company may place a legend or legends on any certificate or
certificates representing shares acquired pursuant to the Option requesting the transfer agent for the Company's stock to notify the Company of any such transfers. The obligation of the Optionee to
notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate or certificates pursuant to the preceding sentence.



	10.
	Shareholders' Agreement.    Optionee hereby agrees that Optionee's right to exercise the Option
pursuant to this Option Agreement and purchase stock of the Company is contingent upon Optionee signing and becoming a party to any then existing Shareholders' Agreement of the Company (the
"Shareholders' Agreement") and the Put and Support Agreement (if then existing) between the Company and the parties named therein dated as of May 12, 2005 (the "Put and Support Agreement"). A
copy of the currently existing Shareholders' Agreement of the Company and Put and Support Agreement has been provided to Optionee.



	11.
	Binding Effect.    This Option Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors and assigns.



	12.
	Termination or Amendment.    The Board may terminate or amend this Option Agreement at any time;
provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee unless such amendment is required to
enable the Option to qualify as an Incentive Stock Option.



	13.
	Integrated Agreement.    This Option Agreement, together with the Plan, the Company's bylaws, the
Shareholders' Agreement and the Put and Support Agreement, constitute the entire understanding and agreement of the Optionee and the Company with respect to the subject matter contained herein, and
there are no other agreements, understandings, restrictions, representations, or warranties among the Optionee and the Company with respect to the subject matter contained herein other than those as
set forth or provided for herein and therein. To the extent contemplated herein, the provisions of this Option Agreement shall survive any exercise of the Option and shall remain in full force and
effect. The terms and conditions included in the Plan are incorporated by reference herein, and to the extent that any conflict may exist between any term or provision of this Option Agreement and any
term or provision of the Plan, the term or provision of the Plan shall control.



	14.
	Applicable Law.    This Option Agreement shall be governed by the laws of the State of Delaware as
such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.



	15.
	Effect of Certain Transactions.    Notwithstanding anything to contrary in this Option Agreement,
in the event that the Optionee has entered into a nondisclosure, invention and/or non-competition agreement with the Company and the Optionee is determined, in the reasonable judgment of
the Company's Board of Directors, to have materially breached such agreement, the Optionee shall 


4







 

forfeit
any shares acquired pursuant to the Option and 100% of the Option granted pursuant to this Option Agreement, whether or not exercisable. 



 






 



							
	 
	 	 TRANZYME, INC.
	 
	 	 By:
	 	 








 
	 
	 	 	 	Name:	 	







 
	 
	 	 	 	Title:	 	







 




 

         The
Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the right of first refusal set forth in the Company's bylaws, the
Shareholders' Agreement and the Put and Support Agreement, and hereby accepts the Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. 


        The
undersigned hereby acknowledges receipt of a copy of the Plan. 

 






 



					
	Date:	 	





  	 	






  (Signature of Optionee)
	

 	
 	
 	
 	







  (Printed Name of Optionee)



 

 5

















































 
 

  EXHIBIT A    
    


[Date]



Tranzyme, Inc.

4819 Emperor Blvd., Suite 400

Durham, North Carolina 27703

P.O. Box 13097

Research Triangle Park, North Carolina 27709 


        Re:    Exercise
of Incentive Stock Option 


Ladies
and Gentlemen: 


        Pursuant
to the terms and conditions of the Incentive Stock Option Award Agreement dated as of                    , 200    (the
"Agreement"), between                    ("Optionee")
and Tranzyme, Inc. (the "Company"), Optionee hereby agrees to purchase        shares (the "Shares") of the Common Stock of the Company and tender payment in full for such shares in
accordance with the terms of the Agreement. 


        The
Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the
"1933 Act"). In connection with such purchase, Optionee represents, warrants and agrees as follows: 



	1.
	The
Shares are being purchased for the Optionee's own account and not for the account of any other person, with the intent of holding the Shares for
investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof.



	2.
	The
Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from,
the Shares, but rather upon independent examination and judgment as to the prospects of the Company.



	3.
	The
Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such
documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit
therefrom is uncertain.



	4.
	The
Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information
necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares.



	5.
	The
Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee
acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period.



	6.
	The
Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating
to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein.



	7.
	The
Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without
registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee.



	8.
	The
Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option
or the disposition of 










the
Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in
connection therewith. 




 






 



					
	 	 	Very truly yours,
	

 	
 	
  








 
	

 	
 	
Print Name:	
 	
  







 
	

 	
 	
  







 
	 	 	 







 
	 	 	 







 
	 	 	(Address)






 

 















































Optionee: 



THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.



 
 

  TRANZYME, INC.
  NONQUALIFIED STOCK OPTION AGREEMENT    
    


        Tranzyme, Inc., a Delaware corporation (the "Company"), hereby grants to the individual named below an option (the "Option") to
purchase certain shares of common stock of the Company pursuant to the Tranzyme, Inc. 2003 Amended and Restated Stock Option Plan in the manner and subject to the provisions of this Option
Agreement.  


	1.
	Definitions:



	(a)
	"Code"
shall mean the Internal Revenue Code of 1986, as amended. (All citations to Sections of the Code are to such Sections as they may from time to time
be amended or renumbered.)



	(b)
	"Company"
shall mean Tranzyme, Inc., a Delaware corporation, and any successor corporation thereto.



	(c)
	"Date
of Option Grant" shall mean



	(d)
	"Exercise
Price" shall mean        ($    ) per share, as adjusted from time to time pursuant to Paragraph 9 of the Plan.



	(e)
	"Number
of Option Shares" shall mean                    (        ) shares of common stock of the Company as adjusted
from time to time pursuant to
Paragraph 9 of the Plan.



	(f)
	"Option
Term Date" shall mean the date ten (10) years after the Date of Option Grant.



	(g)
	"Optionee"
shall mean.



	(h)
	"Plan"
shall mean the Tranzyme, Inc. 2003 Stock Option Plan, as amended.



	(i)
	"Transfer
of Control" shall mean a merger, consolidation, corporate reorganization or any transaction in which all or substantially all of the assets of the
Company are sold, leased, transferred or otherwise disposed of (other than a mere reincorporation transaction or one in which the holders of capital stock of the Company immediately prior to such
merger or consolidation continue to hold at least a majority of the voting power of the surviving corporation).






	2.
	Nonqualified Stock Option.    The Option is intended to be a nonqualified stock option. The
Optionee should consult with the Optionee's own tax advisors regarding the tax effects of this Option.



	3.
	Administration.    All questions of interpretation concerning this Option Agreement shall be
determined by the Board of Directors (the "Board") and shall be final and binding upon all persons having an interest in the Option.



	4.
	Exercise of the Option.



	(a)
	Right to Exercise.    The Option shall become exercisable from time to time, subject to the
schedule set forth below, in whole or in part, and subject to the termination provisions of Paragraphs 6 and 7 hereof, the Optionee's acknowledgement and agreement that any shares purchased
upon exercise are subject to the Company's repurchase rights set forth in the 










 


Company's
Bylaws and the Optionee's agreement that any shares purchased upon exercise are subject to the Company's Shareholders' Agreement as described in Paragraph 11 hereof: 







On
or after January 1, 2004 the Option may be exercised to purchase up to 25.00% of the Number of Option Shares. 



On
or after the last day of each successive full calendar year of service as an employee of a Participating Company following January 1, 2004, the Option may be exercised to purchase up to
25.00% of the Number of Option Shares. 


This
provision shall be interpreted such that on or after January 1, 2007, the Option may be exercised to purchase up to 100% of the Number of Option Shares. 




The
schedule set forth above is cumulative, so that shares as to which the Option has become exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the
Option at any subsequent date prior to termination of the Option pursuant to Paragraph 6 hereof. The
Option may be exercised at any time and from time to time to purchase up to the number of shares as to which it is then exercisable.  



	(b)
	Method of Exercise.    The Option shall be exercised by written notice to the Company in the form
of Exhibit A hereto.



	(c)
	Restrictions on Grant of the Option and Issuance of Shares.    The grant of the Option and the
issuance of the shares upon exercise of the Option shall be subject to compliance with all applicable requirements of federal or state law with respect to such securities. The Option may not be
exercised if the issuance of shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other law or regulations. In addition, no Option may be
exercised unless (i) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), shall at the time of exercise of the Option be in effect with respect to the
shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of
an applicable exemption from the registration requirements of the Securities Act. 




THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISABLE UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION
WHEN DESIRED EVEN THOUGH THE OPTION IS EXERCISABLE PURSUANT TO THE TERMS HEREOF.


As
a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as may be requested by the Company.  



	(d)
	Fractional Shares.    The Company shall not be required to issue fractional shares upon the
exercise of the Option and any fraction of a share shall be rounded down.






	5.
	Non-Transferability of the Option.    The Option may not be assigned or transferred in
any manner except by will or by the laws of descent and distribution.



	6.
	Termination of the Option.    The Option shall terminate upon the first to occur of: (a) the
Option Term Date; (b) the last date for exercising the Option following termination of engagement as described in Paragraph 7 below; or (c) upon a Transfer of Control as described
in Paragraph 8 of the Plan. 


2







 
	7.
	Termination of Engagement.



	(a)
	Termination of the Option.    If the Optionee ceases for any reason to be engaged with the
Company, the Option, to the extent exercisable by the Optionee on the date on which the Optionee ceased to be so engaged, may be exercised by the Optionee until the earlier of (i) three
(3) months after the date on which the Optionee's engagement terminates or (ii) the Option Term Date. Notwithstanding the foregoing, if the Optionee's engagement is terminated for cause
(as determined in the sole discretion of the Board) the Option may not be exercised after the date on which the engagement is so terminated. This Option Agreement shall be interpreted such that the
Option shall not become exercisable as to any additional Option Shares after the date on which the Optionee ceases to be engaged with the Company.



	(b)
	Exercise Prevented by Law.    Except as provided in this Paragraph 7, the Option shall
terminate and may not be exercised after the Optionee's employment with the Company terminates unless the exercise of the Option in accordance with this Paragraph 7 is prevented by the
provisions of Paragraph 4(c) above. If the exercise of the Option is so prevented, the Option shall remain exercisable until the earlier of (i) three (3) months after the date the
Optionee is notified by the Company that the Option is exercisable or (ii) the Option Term Date.



	(c)
	Optionee Subject to Section 16(b).    Notwithstanding the foregoing, if the exercise of the
Option within the applicable time periods set forth above would subject the Optionee to suit under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which the Optionee would no longer be subject to such suit, (ii) the one
hundred and ninetieth (190th) day after the Optionee's termination of employment, or (iii) the Option Term Date.



	(d)
	Engagement with the Company.    For purposes of this Option Agreement, "engagement with the
Company" shall mean service as a director, consultant or advisor to the Company.






	8.
	Rights as a Stockholder or Employee.    The Optionee shall have no rights as a stockholder with
respect to any shares covered by the Option until the date of the issuance of a certificate or certificates for the shares for which the Option has been exercised. Nothing in the Option shall confer
upon the Optionee any right to engagement with the Company or interfere in any way with any right of the Company to terminate the Optionee's engagement at any time.



	9.
	Binding Effect.    This Option Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors and assigns.



	10.
	Termination or Amendment.    The Board may terminate or amend this Option Agreement at any time;
provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee.



	11.
	Shareholders' Agreement.    Optionee hereby agrees that Optionee's right to exercise the Option
pursuant to this Option Agreement and purchase stock of the Company is contingent upon Optionee signing and becoming a party to any then existing Shareholders' Agreement of the Company (the
"Shareholders' Agreement") and the Put and Support Agreement (if then existing) between the Company and the parties named therein dated as of May 12, 2005 (the "Put and Support Agreement"). A
copy of the currently existing Shareholders' Agreement of the Company and Put and Support Agreement has been provided to Optionee.



	12.
	Integrated Agreement.    This Option Agreement, together with the Plan, the Company's bylaws, the
Shareholders' Agreement and the Supplemental Put Agreement, constitute the entire understanding and agreement of the Optionee and the Company with respect to the subject matter contained herein, and
there are no other agreements, understandings, restrictions, representations, 


3







 

or
warranties among the Optionee and the Company with respect to the subject matter contained herein other than those as set forth or provided for herein and therein. To the extent contemplated
herein, the provisions of this Option Agreement shall survive any exercise of the Option and shall remain in full force and effect. The terms and conditions included in the Plan are incorporated by
reference herein, and to the extent that any conflict may exist between any term or provision of this Option Agreement and any term or provision of the Plan, the term or provision of the Plan shall
control.  



	13.
	Applicable Law.    This Option Agreement shall be governed by the laws of the State of Delaware as
such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.



	14.
	Effect of Certain Transactions.    Notwithstanding anything to contrary in this Option Agreement,
in the event that the Optionee has entered into a nondisclosure, invention and/or non-competition agreement with the Company and the Optionee is determined, in the reasonable judgment of
the Company's Board of Directors, to have materially breached any such agreement, the Optionee shall forfeit any shares acquired pursuant to the Option and 100% of the Option granted pursuant to this
Option Agreement, whether or not exercisable. 


 






 



							
	 	 	 TRANZYME, INC.
	

 	
 	
By:	
 	








 
	 	 	 	 	Name:	 	







 
	 	 	 	 	Title:	 	







 




 

 4







 

        The
Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the right of first refusal set forth in the Company's Bylaws, the
Shareholders' Agreement and the Put and Support Agreement, and hereby accepts the Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. 


        The
undersigned hereby acknowledges receipt of a copy of the Plan. 

 






 



					
	Date:	 	





  	 	






  (Signature of Optionee)
	

 	
 	
 	
 	







  (Printed Name of Optionee)



 

 5

















































 
 

  EXHIBIT A    
    


[Date]



Tranzyme, Inc.

4819 Emperor Blvd., Suite 400

Durham, North Carolina 27703

P.O. Box 13097

Research Triangle Park, North Carolina 27709  



	Re:
	Exercise
of Non-Qualified Stock Option 




Ladies
and Gentlemen: 


        Pursuant
to the terms and conditions of the Nonqualified Stock Option Award Agreement dated as of                    , 200    (the
"Agreement"), between                    
("Optionee") and Tranzyme, Inc. (the "Company"), the Optionee hereby agrees to purchase            shares (the "Shares") of the Common Stock of the Company and tender payment in full
for
such shares in accordance with the terms of the Agreement. 


        The
Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the
"1933 Act"). In connection with such purchase, Optionee represents, warrants and agrees as follows: 



	1.
	The
Shares are being purchased for the Optionee's own account, and not for the account of any other person, with the intent of holding the Shares for
investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof.



	2.
	The
Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from,
the Shares, but rather upon independent examination and judgment as to the prospects of the Company.



	3.
	The
Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such
documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit
therefrom is uncertain.



	4.
	The
Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information
necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares.



	5.
	The
Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee
acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period.



	6.
	The
Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating
to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein.



	7.
	The
Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without
registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee.



	8.
	The
Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option
or the disposition of 








 


the
Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in
connection therewith. 




 






 



					
	 	 	Very truly yours,
	

 	
 	
  








 
	

 	
 	
Print Name:	
 	
  







 
	

 	
 	
  







 
	

 	
 	
 







 
	

 	
 	
  







 
	 	 	(Address)






 

 2











QuickLinks



Exhibit 10.8


TRANZYME, INC. AMENDED AND RESTATED 2003 STOCK OPTION PLAN


APPENDIX A TRANZYME, INC. AMENDED AND RESTATED 2003 STOCK OPTION PLAN (the "Plan") Provisions Applicable to California Residents


TRANZYME, INC. INCENTIVE STOCK OPTION AGREEMENT


EXHIBIT A


TRANZYME, INC. NONQUALIFIED STOCK OPTION AGREEMENT


EXHIBIT A