exv10w22






Exhibit 10.22






MODEL FORM OF

STOCK OPTION GRANT NOTIFICATION AND AGREEMENT




Nonqualified Stock Option Award




Participant:

Grant Date:

Exercise Price:




Number of Shares:





			
	Expiration Date:	 	Ten years after the Grant Date, or such earlier date as
determined below.






			
	Vesting Date:	 	Subject to the Participant’s continued employment with
the Company on each applicable vesting date (each, a
“Vesting Date”), and as further described in Section 3
below, this Option (as defined below) shall vest as follows: [                  ]






     1. Grant of Option. This option is granted pursuant to Myriant Technologies, Inc.
2011 Omnibus Incentive Plan (the “Plan”), by Myriant Corporation (the “Company”) to
the Participant as an employee of the Company. The Company hereby grants to the Participant as of
the Grant Date (set forth above) a non-qualified stock option (the “Option”) to purchase
the number of shares set forth above of the Company’s common stock, $0.00001 par value (“Common
Stock”), at the option exercise price per share (the “Exercise Price”) set forth above,
pursuant to the Plan, as it may be amended from time to time, and subject to the terms, conditions,
and restrictions set forth herein. Notwithstanding the foregoing or anything contained herein to
the contrary, if the Company’s initial public offering does not become effective on or before May
27, 2012, this Award shall terminate as of such date. Capitalized terms in this grant notification
and award agreement (the “Award Agreement”) shall have the meaning specified in the Plan,
unless a different meaning is specified herein.



     2. Terms and Conditions. The terms, conditions, and restrictions applicable to the
Option are specified in the Plan and this Award Agreement, including Exhibit A — Option
Rules and Exhibit B — Section 280G Rules. The Participant understands that the Option
and all other incentive awards are entirely discretionary and that no right to receive an award
exists absent a prior written agreement with the Company to the contrary. The Participant also
understands that the value that may be realized, if any, from the Option is contingent and depends
on the future market price of the Common Stock, among other factors. The Participant further
confirms the




 









 




Participants
understanding that the Option is intended to promote employee retention and stock
ownership and to align employees’ interests with those of shareholders, is subject to vesting
conditions and will be cancelled if the vesting conditions are not satisfied. Thus, the
Participant understands that (a) any monetary value assigned to the Option in any communication
regarding the Option is contingent, hypothetical, or for illustrative purposes only, and does not
express or imply any promise or intent by the Company to deliver, directly or indirectly, any
certain or determinable cash value to the Participant; (b) receipt of the Option or any incentive
award in the past is neither an indication nor a guarantee that an incentive award of any type or
amount will be made in the future, and that absent a written agreement to the contrary, the Company
is free to change its practices and policies regarding incentive awards at any time; (c) vesting
may be subject to confirmation and final determination by the Committee that the vesting conditions
have been satisfied; and (d) Shares received upon exercise of the Option shall be subject to the
Market Stand-Off restrictions described in Section 11.9 of the Plan. The Participant shall have no
rights as a stockholder of the Company with respect to any shares covered by the Option unless and
until the Option vests, is properly exercised and shares of the Company’s Common Stock (the
“Shares” have been delivered to the Participant).




     3. Vesting.



          (a) Generally. Subject to Section 1 above, this Award shall vest and become
exercisable in  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  installments (each, a “Vesting Date”), as reasonably determined by the Committee, provided
the Participant remains continuously employed by the Company or an Affiliate (as defined under the
Plan), as follows:




               (i)                                         
                                        , and



               (ii)                                                         
                        .



          (b) Death; Disability. Subject to Section 1 above, in the event that a Participant
dies or suffers a Disability (as defined in the Plan) while employed by the Company or an
Affiliate, the Option shall continue to vest upon the Company’s achievement of the milestones
described in Section 3(a) above without regard to any continued employment requirements.




          (c) Deemed Liquidation Event. Subject to Sections 1 and 7 of this Award Agreement, in
the event of a Deemed Liquidation Event (as defined in the Plan) while the Participant is employed
by the Company or an Affiliate, this Award shall vest in full and become immediately exercisable
upon such event without regard to the achievement of the milestones
described in Section 3(a)
above.




     4. Term. The Option shall in all events expire not later than the tenth (10th)
anniversary of the Grant Date set forth above. If the Participant has a termination of, or break
in, employment prior to exercise or expiration of the Option, the Participant’s rights to exercise
the Option shall be determined under the Option Rules set forth in Exhibit A, which shall
be enforceable as if set forth in this Award Agreement. Notwithstanding the foregoing, the





 









 







unvested portion of the Option as determined under Section 3 above shall expire and be
permanently forfeited upon employment termination with the Company or an Affiliate.



     5. Exercise of Option. Subject to Section 7 below, the portion of the Option that is
vested under this Award Agreement may be exercised in whole or in part by the Participant upon
notice to the Company in accordance with any form of exercise that may be permitted under the Plan
by the Committee in its sole discretion, provided that such form of exercise satisfies in full
payment of the Exercise Price and applicable withholding taxes. Such notice shall be given in the
manner prescribed by the Company and shall specify the date of exercise and the number of shares
being exercised. The Committee may suspend the right to exercise the Option during any period for
which (a) there is no registration statement under the Securities Act of 1933, as amended, in
effect with respect to the shares of Common Stock issuable upon exercise of the Option, or (b) the
Committee determines, in its sole discretion, that such suspension would be necessary or advisable
in order to comply with the requirements of (i) any applicable federal securities law or rule or
regulation thereunder; (ii) any rule of a national securities exchange, national securities
association, or other self-regulatory organization; or (iii) any other federal or state law or
regulation (each an “Option Exercise Suspension”). Notwithstanding the foregoing, no
Option Exercise Suspension shall extend the term of the Option in a manner that would result in the
Option becoming nonqualified deferred compensation subject to
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).



     6. Compliance with Non-Compete; Compensation Recovery. The Option and the Shares
subject to the Option shall be subject to forfeiture as a result of the Participant’s material
breach of the Employee Noncompetition, Nonsolicitation, Inventions and Confidentiality Agreement,
as may be amended from time to time (the “Non-Compete
Agreement”) and shall be subject to being
recovered under any compensation recovery policy that may be adopted from time to time by the
Company or any of its Affiliates. For avoidance of doubt,
compensation recovery rights to the Shares
shall extend to the proceeds realized by the Participant due to the sale or other transfer of
the Shares. Confirmation of, and compliance with, the Non-Compete Agreement is a material inducement for
the Company’s grant of the Option under this Award Agreement.



     7. Taxes; Limitation on Excess Parachute Payments. The exercise of the Option is
conditioned on the Participant making arrangements reasonably satisfactory to the Company for the
withholding of all applicable federal, state, local or foreign taxes as may be required under
applicable law. The Participant shall bear all expense of, and be solely responsible for, all
federal, state, local or foreign taxes due with respect to any payment received under the
Agreement. The Committee, in its sole discretion, may satisfy the Participant’s withholding tax
obligations by reducing the amount of Common Stock to which the Participant is entitled under the
Award. Notwithstanding any other provision in this agreement to the contrary, any payment or
benefit received or to be received by the Participant in connection with a Change in Control or the
termination of employment whether payable under the terms of the Agreement or any other plan,
arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”)
that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall
be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax
imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such
reduction, the net after-tax benefit received by the Participant shall exceed the net after-tax
benefit that would be received by the Participant if no such reduction was made. Whether and




 









 







how the limitation under this Section 7 is applicable shall be determined under the Section
280G Rules set forth in Exhibit B, which shall be enforceable as if set forth in this Award
Agreement.



     8. Consent to Electronic Delivery. In lieu of receiving documents in paper format,
the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of
any documents that the Company may be required to deliver (including, but not limited to,
prospectuses, prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports, and all other agreements, forms and communications) in
connection with this and any other prior or future incentive award or program made or offered by
the Company or its predecessors or successors. Electronic delivery of a document to the Participant
may be via a Company e-mail system or by reference to a location on a Company intranet site to
which the Participant has access.



     9. Administration. In administering the Plan, or to comply with applicable legal,
regulatory, tax, or accounting requirements, it may be necessary for the Company or an Affiliate to
transfer certain Participant data to another Affiliate, or to its outside service providers or
governmental agencies. By accepting the Option, the Participant consents, to the fullest extent
permitted by law, to the use and transfer, electronically or otherwise, of the Participant’s
personal data to such entities for such purposes.



     10. Entire Agreement/Amendment/Survival/Assignment. The terms, conditions and
restrictions set forth in the Plan and this Award Agreement constitute the entire understanding
between the parties hereto regarding the Option and supersede all previous written, oral, or
implied understandings between the parties hereto about the subject matter hereof. This Award
Agreement may be amended by a subsequent writing (including e-mail or other electronic form) agreed
to between the Company and the Participant. Section headings herein are for convenience only and
have no effect on the interpretation of this Award Agreement. The provisions of this Award
Agreement that are intended to survive a Participant’s termination of employment shall survive such
date. The Company may assign this Award Agreement and its rights and obligations hereunder to any
current or future Affiliate.



     11. No Right to Employment. The Participant agrees that nothing in this Award
Agreement constitutes a contract of employment with the Company or an Affiliate for a definite
period of time. The employment relationship is “at will,” which affords the Participant or the
Company or any Affiliate the right to terminate the relationship at any time for any reason or no
reason not otherwise prohibited by applicable law. The Company or any Affiliate retains the right
to decrease the Participant’s compensation and/or benefits, transfer or demote the Participant or
otherwise change the terms or conditions of the Participant’s employment with the Company or any
Affiliate subject to the terms of any employment agreement.



     12. Transfer Restrictions. The Participant may not sell, assign, transfer, pledge,
encumber or otherwise alienate, hypothecate or dispose of the Option or the Participant’s right
under the Option to receive shares of Common Stock, except as otherwise provided in the Committee’s
sole discretion consistent with the Plan and applicable securities laws.



     13. Conflict. This Award Agreement is subject to the terms and provisions of the
Plan, including but not limited to the adjustment provisions under Section 2.2 of the Plan. In the





 









 







event of a conflict between the Plan and this Award Agreement, the Plan document. In no event
shall any prospectus control over the terms of the Plan and this Award Agreement.



     14. Section 409A. This Award shall be construed consistent with the intention that it
be exempt from Section 409A of the Code (together with any Department of Treasury regulations and
other interpretive guidance issued thereunder, including without limitation any such regulations or
other guidance that may be issued after the date hereof, “Section 409A”). However,
notwithstanding any other provision of the Plan or this Award Agreement, if at any time the
Committee determines that this Award (or any portion thereof) may be subject to Section 409A, the
Committee shall have the right in its sole discretion (without any obligation to do so or to
indemnify Participant or any other person for failure to do so) to adopt such amendments to the
Plan or this Award Agreement, or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, as the Committee
determines are necessary or appropriate either for this Award to be exempt from the application of
Section 409A or to comply with the requirements of Section 409A.



     15. Governing Law. This Award Agreement shall be legally binding and shall be
executed and construed and its provisions enforced and administered in accordance with the laws of
the Commonwealth of Massachusetts.



[Signature Page to Follow]






 









 








     IN WITNESS WHEREOF, the Company by one of its duly authorized officers has executed this Award
Agreement as of the day and year first above written.



	 	 	 	 	 	 	 

	 	 	MYRIANT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






     Please indicate your acceptance of the terms and conditions of this Award Agreement by signing
in the space provided below and returning a signed copy of this Award Agreement to the Company. IF
A FULLY EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY ____________
__, _____, THE OPTION UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.



     BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE
FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD
AGREEMENT. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN
OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY
UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING,
CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS
ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.



     The undersigned hereby accepts, and agrees to, all terms and provisions of this Award
Agreement, and the Plan as they pertain hereto.



	 	 	 	 	 	 	 

	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 





EXHIBIT A — Option Rules

To Stock Option Grant Notification and Agreement




When you terminate covered employment



     References to “you” or “your” are to the Participant. “Termination Date” means the date on
which you terminate employment with the Company and any Affiliate (whether voluntary or
involuntary). “Terminate employment” or “termination of employment” means the cessation of your
employment with the Company and any Affiliate.



     If you terminate your employment or if there is a break in your employment, your Option may be
cancelled before the end of the vesting period and the vesting and exercisability of your Option
may be affected. The provisions in the chart below apply to the Option granted to you in this
Award Agreement under the Plan.



     If any Option exercisability period set forth in the chart below would otherwise expire during
an Option Exercise Suspension (as defined in Section 5 of this Award Agreement), the Option shall
remain exercisable for a period of 30 days after the Option Exercise Suspension is lifted by the
Company (but no later than the original option expiration date, which is the tenth (10th)
anniversary of the Grant Date).



	 	 	 
	If you:	 	Here’s what happens to Your Option:
	Resign (other than for Good 

Reason)

	 	Vesting stops and the unvested portion of
your Option is cancelled effective on the
Termination Date. You may exercise the
vested portion of your Option for up to
30 days after the Termination Date but no
later than the original option expiration
date.
	 
	 	 
	Incur a Disability or die

	 	Your Option shall continue to vest upon
the Company’s achievement of the
performance milestones described in
Section 3 of this Award Agreement without
regard to any continued employment
requirements. Any portion of your Option
which vests under Section 3 of this Award
Agreement on or after death or Disability
may be exercised for up to one year after
vesting of Shares subject to this Option,
but no later than the original option
expiration date. Notwithstanding the
foregoing, any portion of your Option
that remains unvested after         shall be immediately forfeited.
	 
	 	 
	Are terminated involuntarily 

for Cause

	 	Vesting stops and your outstanding Option
shall be cancelled on the Termination
Date. If the Committee discovers after
your employment termination that you
engaged in conduct or actions while
employed by the






 









 






	 	 	 
	If you:	 	Here’s what happens to Your Option:
	 

	 	Company or an Affiliate
that constituted grounds for employment
termination for Cause, it may determine,
in its sole discretion, to forfeit the
otherwise vested portion of your Option
and/or require repayment of any Common
Stock (or proceeds thereof) you received
upon exercise of the Option after having
engaged in such conduct or actions.
	 
	 	 
	Are terminated involuntarily 

without Cause or you terminate 

your employment for Good Reason

	 	Vesting stops on the Termination Date.
You may exercise the vested portion of
your Option for up to 90 days after the
Termination Date but no later than the
original option expiration date.
	 
	 	 
	If you are on an approved leave
of absence

	 	The unvested portion of the Option will
continue to vest while you are on an
approved leave of absence; provided,
however, that once an approved leave of
absence that is not required by law
exceeds three months, vesting is
suspended until you return to employment
and remain actively employed for 30 days,
after which time vesting will be restored
retroactively.






 









 





Exhibit B — Section 280G Rules

To Stock Option Grant Notification and Agreement




When you receive benefits in connection with a Change in Control



     The following rules shall apply for purposes of determining whether and how the limitations
provided under Section 7 are applicable to the Participant.



     1. The “net after-tax benefit” shall mean (i) the Payments (as defined in Section 7) which the
Participant receives or is then entitled to receive from the Company or any Affiliate that would
constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the
amount of all federal, state and local income and employment taxes payable by the Participant with
respect to the foregoing calculated at the highest marginal income tax rate for each year in which
the foregoing shall be paid to the Participant (based on the rate in effect for such year as set
forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the
amount of Excise Tax imposed with respect to the payments and benefits described in (i) above.



     2. All determinations under Section 7 of this Award Agreement and this Exhibit B will be made
by an accounting firm or law firm that is selected for this purpose by the Company’s Chief
Executive Officer prior to a Change in Control (the “280G Firm”). All fees and expenses of
the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any
determination it makes under Section 7 of this Award Agreement and this Exhibit B and detailed
supporting calculations to both the Participant and the Company as soon as reasonably practicable.



     3. If the 280G Firm determines that one or more reductions are required under Section 7 of
this Award Agreement, the 280G Firm shall also determine which Payments shall be reduced (first
from cash payments and then from non-cash benefits) to the extent necessary so that no portion
thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company
shall pay such reduced amount to the Participant. The 280G Firm shall make reductions required
under Section 7 of this Award Agreement in a manner that maximizes the net after-tax amount payable
to the Participant.



     4. As a result of the uncertainty in the application of Section 280G at the time that the 280G
Firm makes its determinations under this Section, it is possible that amounts will have been paid
or distributed to the Participant that should not have been paid or distributed (collectively, the
“Overpayments”), or that additional amounts should be paid or distributed to the
Participant (collectively, the “Underpayments”). If the 280G Firm determines, based on
either the assertion of a deficiency by the Internal Revenue Service against the Company or the
Participant, which assertion the 280G Firm believes has a high probability of success or
controlling precedent or substantial authority, that an Overpayment has been made, the Participant
must repay to the Company, without interest; provided, however, that no loan will be deemed to have
been made and no amount will be payable by the Participant to the Company unless, and then only to
the extent that, the deemed loan and payment would either reduce the amount on which the
Participant is subject to tax under Section 4999 of the Code or generate a refund of tax imposed
under Section 4999 of the Code. If the 280G Firm determines, based upon




 









 




controlling precedent or substantial authority, that an Underpayment has occurred, the 280G
Firm will notify the Participant and the Company of that determination and the amount of that
Underpayment will be paid to the Participant promptly by the Company.




     5. The Participant will provide the 280G Firm access to, and copies of, any books, records,
and documents in the Participant’s possession as reasonably requested by the 280G Firm, and
otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the
determinations and calculations contemplated by Section 7 of
this Award Agreement and this Exhibit
B.