Notice of Grant and Nonstatutory Stock Option Agreement



 Exhibit 10.3 
  

			
	 Notice of Grant of Stock Options
	 	 Invitrogen Corporation

	 	 	 ID: 33-0373077

	 	 	 1600 Faraday Avenue

	 	 	 Carlsbad, CA 92008


  

							
	Name:	 	David F. Hoffmeister	 	Option Number:	 	009368
	Address:	 	[As specified in Employment	 	Plan:	 	2004
	 	 	Agreement]	 	ID:	 	###-##-####

  
 Effective October 13, 2004, you have
been granted a Nonstatutory Stock Option to buy approximately 192,728 shares of Invitrogen Corporation common stock at $55.00 per share. 
  
 Shares will become fully vested in the amounts and on the dates shown below. 
  

					
	 Shares

	  	 Full Vest

	  	 Expiration


	 48,182
	  	10/13/2005	  	10/13/2014
	 12,045
	  	1/13/2006	  	10/13/2014
	 12,046
	  	4/13/2006	  	10/13/2014
	 12,045
	  	7/13/2006	  	10/13/2014
	 12,046
	  	10/13/2006	  	10/13/2014
	 12,045
	  	1/13/2007	  	10/13/2014
	 12,046
	  	4/13/2007	  	10/13/2014
	 12,045
	  	7/13/2007	  	10/13/2014
	 12,046
	  	10/13/2007	  	10/13/2014
	 12,045
	  	1/13/2008	  	10/13/2014
	 12,046
	  	4/13/2008	  	10/13/2014
	 12,045
	  	7/13/2008	  	10/13/2014
	 12,046
	  	10/13/2008	  	10/13/2014








 INVITROGEN CORPORATION 
  
 NONSTATUTORY STOCK OPTION AGREEMENT 
 (U.S.) 
  
 THIS
NONSTATUTORY STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of Date of Option Grant, by and between Invitrogen Corporation (together with its successors and assigns, the “Company”) and
the individual (the “Optionee”) named in the attached Notice of Grant of Stock Options (the “Notice of Grant”). 
  
 Pursuant to the Invitrogen Corporation 2004 Equity Incentive Plan (the “Plan”) and the Employment Agreement (as defined below), the
Company has granted to the Optionee an option to purchase certain shares of Stock, upon the terms and conditions set forth in the Employment Agreement and this Option Agreement, including the Notice of Grant (the “Option”). The
Option shall in all respects be subject to the terms and conditions of the Plan, the provisions of which are incorporated herein by reference. 
  
 1. Definitions and Construction. 
  

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Plan. Whenever
used herein, the following terms shall have their respective meanings set forth below: 
  
 (a) “Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer stock options granted by the Company, “Board” shall also
mean such Committee(s). 
  
 (b) “Cause” shall
mean “Cause” as defined in, and determined under, the Employment Agreement. 
  
 (c) “Change-in-Control Agreement” means the Change-in-Control Agreement entered into between the Company and the Optionee dated as of October 13, 2004, as it may be amended from time to time in
accordance with its terms, and “Change in Control” means “Change in Control” as defined in the Change-in-Control Agreement. 
  
 (d) “Disability” shall mean the Optionee is “Disabled” as such term is defined in, and determined under, the Employment
Agreement. 
  
 (e) “Date of Option Grant” means
the effective date shown in the Notice of Grant. 
  
 (f)
“Employment Agreement” means the Employment Agreement entered into by and between the Company and the Optionee effective October 13, 2004, as amended 3from time to time in accordance with its terms. 
  

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 (g) “Exercise Price” means the purchase price per share of Stock shown in the Notice of
Grant, as adjusted from time to time pursuant to Section 9. 
  
 (h) “Good Reason” shall mean “Good Reason” as defined in, and determined under, the Employment Agreement. 
  
 (i) “Number of Option Shares” means the number of shares of Stock shown in the Notice of Grant, as adjusted from time to time pursuant to
Section 9. 
  
 (j) “Vested Shares” means, on any
relevant date, the Number of Option Shares which are vested and unexpired as determined by applying the vesting schedule shown in the Notice of Grant to the period of Optionee’s continuous Service and giving effect to the provisions of Section
7.1. 
  
 (k) “Option Expiration Date” means the
relevant Expiration date shown in the Notice of Grant. 
  
 1.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular
shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
  
 2. Tax Consequences. This Option is intended to be a Nonstatutory Stock Option and shall not be treated as an incentive stock
option within the meaning of Section 422(b) of the Code. 
  
 3.
Administration. All questions of interpretation concerning this Option Agreement shall be determined by the Board. All good faith determinations by the Board that are consistent with this Agreement, the Employment Agreement and the
Change-in-Control Agreement shall be final and binding upon all persons having an interest in the Option. 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. 
  
 4. Exercise of the Option. 
  
 4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable prior to the
termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option. In no event shall the Option be exercisable for more shares than
the Number of Option Shares. 
  
 4.2 Method of
Exercise. Exercise of the Option shall be by written notice to the Company which must state the election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and
agreements as 
  

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 to the Optionee’s investment intent with respect to such shares as may be required pursuant to the provisions of
this Option Agreement. The written notice must be signed by the Optionee and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may
permit, to the Chief Financial Officer of the Company, or other authorized representative of the Participating Company Group, prior to the termination of the Option as set forth in Section 6, accompanied by an arrangement for full payment of the
aggregate Exercise Price for the number of shares of Stock being purchased and of any amounts due under Section 4.4 with respect to taxes; provided, however, that no such arrangement shall include a loan by the Company to Optionee. The Option shall
be deemed to be exercised upon receipt by the Company of such written notice and the aggregate Exercise Price. 
  
 4.3 Payment of Exercise Price 
  
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares
of Stock for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company of whole shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without
regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the aggregate Exercise Price, (iii) by means of a Cashless
Exercise, as defined in Section 4.3(c), or (iv) by any combination of the foregoing. 
  
 (b) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company of shares of Stock to the extent such tender of Stock would constitute a violation of the
provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. The Option may not be exercised by tender to the Company of shares of Stock unless such shares either have been owned by the Optionee for more
than six (6) months or were not acquired, directly or indirectly, from the Company. 
  
 (c) Cashless Exercise. A “Cashless Exercise” means the assignment in a form acceptable to the Company of the proceeds of a sale with respect to some or all of the shares of Stock
acquired upon the exercise of the Option pursuant to a program, procedure or individual transaction approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to
time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to decline to approve or terminate any such program, procedure or individual
transaction. 
  
 4.4 Tax Withholding. At the time
the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding by the Company or any agent of the Company (i.e., bank, broker) from payroll and any other amounts
payable to the Optionee, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the employee portion of any federal, state, local and
foreign tax withholding obligations of 
  

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 the Participating Company Group, if any, which arise in connection with any exercise of the Option, including, without
limitation, obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the
imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. Without limiting the foregoing, the Optionee shall have the right to satisfy, in whole or in part, the employee portion
of any withholding tax obligation that may arise in connection with any exercise of the Option either by electing to have the Company withhold from the shares of Stock to be delivered upon exercise that number of shares, or by electing to deliver to
the Company already-owned shares, in either case having a Fair Market Value on the date of exercise equal to the amount necessary to satisfy the statutory minimum withholding amount due. The Optionee is cautioned that the Option is not exercisable
unless the tax withholding obligations of the Participating Company Group are satisfied. Accordingly, the Optionee may not be able to exercise the Option when desired even though the Option is vested, and the Company shall have no obligation to
issue a certificate for such shares or release such shares from any escrow provided for herein. 
  
 4.5 Certificate Registration. Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares
as to which the Option is exercised shall be registered in the name of the Optionee or, if applicable, in the names of the Optionee and his/her spouse, or in the names of the heirs of the Optionee. 
  
 4.6 Restrictions on Grant of the Option and Issuance of Shares.
The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised
if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may
then be listed. In addition, the Option may not be exercised unless (i) a registration statement under 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 EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. Questions concerning this restriction
should be directed to the Chief Financial Officer of the Company. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. 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. 
  

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 4.7 Fractional Shares. The Company shall not be required to issue fractional shares upon
the exercise of the Option. 
  
 5. Nontransferability of the Option.
The Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee’s guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and
distribution. Following the death of the Optionee, the Option, to the extent provided in Section 7, may be exercised by the Optionee’s legal representative or by any person empowered to do so under the deceased Optionee’s will or under the
then applicable laws of descent and distribution. 
  
 6. Termination of the
Option. The Option shall terminate and may no longer be exercised on the first to occur of (a) the Option Expiration Date, (b) the last date for exercising the Option following termination of the Optionee’s Service as described in
Section 7, or (c) a Change in Control to the extent provided in the Change-in-Control Agreement. 
  
 7. Effect of Termination of Service. 
  
 7.1 Vesting Upon Termination of Service Under Certain Circumstances  
  
 (a) Death or Disability. If the Optionee’s Service with the Participating Company Group is terminated because of the Disability or death of
the Optionee, the Option shall become, upon such termination of Service, vested and exercisable with respect to the number of Option Shares for which the Option would have been vested and exercisable had the Optionee’s Service continued for an
additional twelve (12) months. For purposes of this Section 7.1(a), the Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee’s termination of Service
other than upon a termination for “Cause” and if the result is more favorable to the Optionee, with respect to vesting, than it would otherwise be. 
  
 (b) Termination Without Cause or With Good Reason. If the Optionee’s employment under the Employment Agreement is terminated by the Company
other than for Cause or Disability, or by the Optionee with Good Reason, the Option shall become, upon such termination of employment, vested and exercisable with respect to the number of Option Shares for which the Option would have been vested and
exercisable had the Optionee’s employment continued for an additional eighteen (18) months. 
  
 7.2 Option Exercisability 
  
 (a) Disability. If the Optionee’s Service with the Participating Company Group is terminated because of the Disability of the Optionee, the
Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated (after giving effect to the provisions of Section 7.1), may be exercised by the Optionee (or the Optionee’s guardian or legal
representative) at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date. 
  

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 (b) Death. If the Optionee’s Service with the Participating Company Group is terminated
because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated (after giving effect to the provisions of Section 7.1), may be exercised by the Optionee’s
legal representative or other person who acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s Service terminated, but
in any event no later than the Option Expiration Date. For purposes of this Section 7.2(b) the Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee’s
termination of Service other than upon a termination for “Cause” and if the result is more favorable to the Optionee, with respect to exercisability, than it would otherwise be. 
  
 (c) Other Termination of Service. If the Optionee’s Service with the Participating Company Group is terminated
voluntarily by the Optionee without Good Reason (excluding for this purpose any termination due to Disability or death), the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service
terminated, may be exercised by the Optionee at any time within three (3) months (or such other longer period of time as determined by the Board, in its sole discretion) after the date on which the Optionee’s Service terminated, but in any
event no later than the Option Expiration Date. If the Optionee’s employment under the Employment Agreement is terminated by the Company other than for Cause or Disability, or by the Optionee with Good Reason, the Option to the extent
unexercised and exercisable by the Optionee on the date on which the Optionee’s employment terminated (after giving effect to the provisions of Section 7.1), may be exercised by the Optionee at any time within twelve (12) months (or such other
longer period of time as determined by the Board, in its sole discretion) after the date on which the Optionee’s employment terminated, but in any event no later than the Option Expiration Date. 
  
 7.3 Extension if Exercise Prevented by Law. Notwithstanding the
foregoing, if the exercise of the Option within the applicable time periods set forth in Section 7.2 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the date the Optionee is notified by
the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. 
  
 7.5 Termination for Cause. Notwithstanding any other provision of this Option Agreement, if the Optionee’s Service with the
Participating Company Group is terminated for Cause, the Option shall terminate and cease to be exercisable on the effective date of such termination of Service. 
  
 8. Effect of Change in Control on Options. This Option shall also become vested in the circumstances, and to the extent,
provided in the Change-in-Control Agreement. Upon such vesting the Option shall continue to be subject to all terms and conditions of the Plan. 
  

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 9. Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock split, reverse
stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number, Exercise Price and class of shares of stock subject to the Option. If a
majority of the shares which are of the same class as the shares that are subject to the Option are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the
“New Shares”), the Board may unilaterally amend the Option to provide that the Option is exercisable for New Shares. In the event of any such amendment, the Number of Option Shares and the Exercise Price shall be adjusted in a fair
and equitable manner, as determined by the Board, in its sole discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 9 shall be rounded up or down to the nearest whole number, as
determined by the Board, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 9 shall be final, binding
and conclusive. 
  
 10. Rights as a Stockholder, Employee or
Consultant. 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 for, or other valid delivery of, the shares for which the Option has been
exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the
date such certificate is issued, except as provided in Section 9. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in the Employment Agreement, the Optionee’s employment is “at
will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Optionee, whether an Employee or Consultant, any right to continue in the Service of a Participating Company or interfere in any way with any right of
the Participating Company Group to terminate the Optionee’s Service as an Employee or Consultant, as the case may be, at any time. 
  
 11. Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates
representing shares of stock subject to the provisions of this 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 carry out the provisions of this Section. 
  
 12. Binding Effect. Subject to the restrictions on transfer set forth herein, 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. In the event of the Optionee’s death or a judicial determination of his incapacity, references to “the Optionee” in this Agreement shall be deemed, as appropriate, to be references to his heirs, estate or other
legal representative(s). 
  

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 13. Termination or Amendment. The Board may terminate or amend the Plan or the Option 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 termination or amendment is necessary to comply with any applicable law or
government regulation. No amendment or addition to this Option Agreement shall be effective unless in writing. 
  
 14. Notices. Any notice required or permitted hereunder shall be given in the manner set forth in the Employment Agreement. 
  
 15. Integrated Agreement. This Option Agreement, the Notice of Grant, the Plan, the Employment Agreement, together with its
Exhibits and other documents referenced in the Employment Agreement, and the Change-in-Control Agreement constitute the entire understanding and agreement of the Optionee and the Participating Company Group with respect to the subject matter
contained herein or therein, and there are no agreements, understandings, restrictions, representations, or warranties among the Optionee and the Participating Company Group with respect to such subject matter other than those as set forth or
provided for herein or therein. To the extent contemplated herein or therein, the provisions of this Option Agreement shall survive any exercise of the Option and shall remain in full force and effect. In the event of any conflict between this
Option Agreement and the Notice of Grant, this Option Agreement shall control, and in the event of any conflict between the Employment Agreement and this Option Agreement or the Notice of Grant the Employment Agreement shall control. 
  
 16. Applicable Law. This Option Agreement shall be governed by the laws of the
State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California. 
  
 17. Acceptance and Acknowledgement by Optionee. Optionee represents that Optionee is familiar with the terms and provisions of
this Option Agreement, including the Notice of Grant, 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 upon any questions arising under this Option Agreement. Without limitation of the foregoing, Optionee agrees that by executing the Notice of Grant Optionee acknowledges and agrees that: 
  
 17.1 Prospectus. Optionee has been provided with a copy or
electronic access to a copy of the Prospectus for the Plan; 
  
 17.2 Discretionary Nature of Plan. The Plan is discretionary in nature, and the Company may amend, cancel or terminate the Plan in its sole discretion at any time, subject to the terms of the Plan and any applicable
limitations imposed by law. The grant of stock options under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of stock options or benefits in lieu of stock options in the future. Future grants, if
any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of options, vesting provisions and the exercise price; 
  

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 17.3 Voluntary Participation. Participation in the Plan is voluntary. The value of an
Option is an extraordinary item of compensation outside the scope of any employment contract. As such, an Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value of the underlying Stock is unknown and cannot be predicted with certainty; and 
  
 17.4 Exclusion of Claims. Optionee acknowledges and agrees that, except as otherwise agreed upon in writing
between Optionee and the Company, Optionee will have no entitlement to compensation or damages in consequence of the termination of Optionee’s employment with the Company or any subsidiary for any reason whatsoever and whether or not in breach
of contract, insofar as such entitlement arises or may arise from ceasing to have rights under or from ceasing to be entitled to exercise stock options (provided that any such cessation is in accordance with the Plan) as a result of such termination
or from the loss or diminution in value of this Option, and, upon the grant of this Option, Optionee shall be deemed irrevocably to have waived any such entitlement. 
  

	
	 OPTIONEE

	
	 /s/ David F. Hoffmeister

 David F. Hoffmeister

	
	 COMPANY

	
	 /s/ Joseph L. Rodriguez

 Joseph L. Rodriguez

	 Sr. Vice President, Human Resources
Invitrogen Corporation


  

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