NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTOR AND OFFICER)
AGREEMENT made as of day of , 200 , between CuraGen Corporation (the “Company”), a Delaware
corporation having a principal place of business in Branford, Connecticut, and , (the “Participant”).
WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.01 par
value per share (the “Shares”), under and for the purposes set forth in the Company’s 1997 Employee, Director and Consultant
Stock Plan, as amended and restated (the “Plan”);
WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the
same meanings as in the Plan; and
WHEREAS, the Company and the Participant each intend that the Option granted herein shall be a Non-Qualified Option.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto agree as follows:
1. GRANT OF OPTION .
The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of
( ) Shares, on the terms and conditions and subject to all the limitations set forth herein and in the Plan,
which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan.
2. PURCHASE PRICE .
The purchase price of the Shares covered by the Option shall be cents ($ ) per Share, subject to
adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of
Shares. Payment shall be made in accordance with Paragraph 8 of the Plan.
3. EXERCISABILITY OF OPTION .
Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become
exercisable as follows