INVITROGEN CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2030866zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

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                                                                    Exhibit 10.1

                  INVITROGEN CORPORATION 1997 STOCK OPTION PLAN

    1.  ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

        1.1 ESTABLISHMENT. The Invitrogen Corporation 1997 Stock Option Plan
    (the "PLAN") is hereby established effective as of May 28, 1997 (the
    "EFFECTIVE DATE").

        1.2 PURPOSE. The purpose of the Plan is to advance the interests of the
    Participating Company Group and its shareholders by providing an incentive
    to attract, retain and reward persons performing services for the
    Participating Company Group and by motivating such persons to contribute to
    the growth and profitability of the Participating Company Group.

        1.3 TERM OF PLAN. The Plan shall continue in effect until the earlier of
    its termination by the Board or the date on which all of the shares of Stock
    available for issuance under the Plan have been issued and all restrictions
    on such shares under the terms of the Plan and the agreements evidencing
    Options granted under the Plan have lapsed. However, 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
    shareholders of the Company.

    2.  DEFINITIONS AND CONSTRUCTION.

        2.1 DEFINITIONS. 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 the Plan,
       "Board" also means such Committee(s).

           (b) "CODE" means the Internal Revenue Code of 1986, as amended, and
       any applicable regulations promulgated thereunder.

           (c) "COMMITTEE" means the Compensation Committee or other committee
       of the Board duly appointed to administer the Plan and having such powers
       as shall be specified by the Board. Unless the powers of the Committee
       have been specifically limited, the Committee shall have all of the
       powers of the Board granted herein, including, without limitation, the
       power to amend or terminate the Plan at any time, subject to the terms of
       the Plan and any applicable limitations imposed by law.

           (d) "COMPANY" means Invitrogen Corporation, a California corporation,
       or any successor corporation thereto.

           (e) "CONSULTANT" means any person, including an advisor, engaged by a
       Participating Company to render services other than as an Employee or a
       Director.

           (f) "DIRECTOR" means a member of the Board or of the board of
       directors of any other Participating Company.

           (g) "EMPLOYEE" means any person treated as an employee (including an
       officer or a Director who is also treated as an employee) in the records
       of a Participating Company, and, with respect to any Incentive Stock
       Option granted to such person, who is an employee for purposes of Section
       422 of the Code; provided, however, that neither service as a Director
       nor payment of a director's fee shall be sufficient to constitute
       employment for purposes of the Plan.

           (h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
       amended.
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           (i) "FAIR MARKET VALUE" means, as of any date, the value of a share
       of Stock or other property as determined by the Board, in its sole
       discretion, or by the Company, in its sole discretion, if such
       determination is expressly allocated to the Company herein, subject to
       the following:

               (i) If, on such date, there is a public market for the Stock, the
           Fair Market Value of a share of Stock shall be the closing sale price
           of a share of Stock (or the mean of the closing bid and asked prices
           of a share of Stock if the Stock is so quoted instead) as quoted on
           the Nasdaq National Market, the Nasdaq Small-Cap Market or such other
           national or regional securities exchange or market system
           constituting the primary market for the Stock, as reported in the
           WALL STREET JOURNAL or such other source as the Company deems
           reliable. If the relevant date does not fall on a day on which the
           Stock has traded on such securities exchange or market system, the
           date on which the Fair Market Value shall be established shall be the
           last day on which the Stock was so traded prior to the relevant date,
           or such other appropriate day as shall be determined by the Board, in
           its sole discretion.

               (ii) If, on such date, there is no public market for the Stock,
           the Fair Market Value of a share of Stock shall be as determined by
           the Board without regard to any restriction other than a restriction
           which, by its terms, will never lapse.

           (j) "INCENTIVE STOCK OPTION" means an Option intended to be (as set
       forth in the Option Agreement) and which qualifies as an incentive stock
       option within the meaning of Section 422(b) of the Code.

           (k) "INSIDER" means an officer or a Director of the Company or any
       other person whose transactions in Stock are subject to Section 16 of the
       Exchange Act.

           (l) "NONSTATUTORY STOCK OPTION" means an Option not intended to be
       (as set forth in the Option Agreement) or which does not qualify as an
       Incentive Stock Option.

           (m) "OPTION" means a right to purchase Stock (subject to adjustment
       as provided in Section 4.2) pursuant to the terms and conditions of the
       Plan. An Option may be either an Incentive Stock Option or a Nonstatutory
       Stock Option.

           (n) "OPTION AGREEMENT" means a written agreement between the Company
       and an Optionee setting forth the terms, conditions and restrictions of
       the Option granted to the Optionee and any shares acquired upon the
       exercise thereof.

           (o) "OPTIONEE" means a person who has been granted one or more
       Options.

           (p) "PARENT CORPORATION" means any present or future "parent
       corporation" of the Company, as defined in Section 424(e) of the Code.

           (q) "PARTICIPATING COMPANY" means the Company or any Parent
       Corporation or Subsidiary Corporation.

           (r) "PARTICIPATING COMPANY GROUP" means, at any point in time, all
       corporations collectively which are then Participating Companies.

           (s) "RULE 16b-3" means Rule 16b-3 under the Exchange Act, as amended
       from time to time, or any successor rule or regulation.

           (t) "STOCK" means the common stock of the Company, as adjusted from
       time to time in accordance with Section 4.2.


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           (u) "SUBSIDIARY CORPORATION" means any present or future "subsidiary
       corporation" of the Company, as defined in Section 424(f) of the Code.

           (v) "TEN PERCENT OWNER OPTIONEE" means an Optionee who, at the time
       an Option is granted to the Optionee, owns stock possessing more than ten
       percent (10%) of the total combined voting power of all classes of stock
       of a Participating Company within the meaning of Section 422(b)(6) of the
       Code.

        2.2 CONSTRUCTION. Captions and titles contained herein are for
    convenience only and shall not affect the meaning or interpretation of any
    provision of the Plan. 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.

    3.  ADMINISTRATION.

        3.1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by the
    Board. All questions of interpretation of the Plan or of any Option shall be
    determined by the Board, and such determinations shall be final and binding
    upon all persons having an interest in the Plan or such Option. Any officer
    of a Participating Company shall have the authority to act on behalf of the
    Company with respect to any matter, right, obligation, determination 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, determination or election.

        3.2 ADMINISTRATION WITH RESPECT TO INSIDERS. With respect to
    participation by Insiders in the Plan, at any time that any class of equity
    security of the Company is registered pursuant to Section 12 of the Exchange
    Act, the Plan shall be administered in compliance with the requirements, if
    any, of Rule 16b-3.

        3.3 POWERS OF THE BOARD. In addition to any other powers set forth in
    the Plan and subject to the provisions of the Plan, the Board shall have the
    full and final power and authority, in its sole discretion:

           (a) to determine the persons to whom, and the time or times at which,
       Options shall be granted and the number of shares of Stock to be subject
       to each Option;

           (b) to designate Options as Incentive Stock Options or Nonstatutory
       Stock Options;

           (c) to determine the Fair Market Value of shares of Stock or other
       property;

           (d) to determine the terms, conditions and restrictions applicable to
       each Option (which need not be identical) and any shares acquired upon
       the exercise thereof, including, without limitation, (i) the exercise
       price of the Option, (ii) the method of payment for shares purchased upon
       the exercise of the Option, (iii) the method for satisfaction of any tax
       withholding obligation arising in connection with the Option or such
       shares, including by the withholding or delivery of shares of stock, (iv)
       the timing, terms and conditions of the exercisability of the Option or
       the vesting of any shares acquired upon the exercise thereof, (v) the
       time of the expiration of the Option, (vi) the effect of the Optionee's
       termination of employment or service with the Participating Company Group
       on any of the foregoing, and (vii) all other terms, conditions and
       restrictions applicable to the Option or such shares not inconsistent
       with the terms of the Plan;

           (e) to approve one or more forms of Option Agreement;

           (f) to amend, modify, extend, cancel, renew, or grant a new Option in
       substitution for, any Option or to waive any restrictions or conditions


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       applicable to any Option or any shares acquired upon the exercise
       thereof;

           (g) to accelerate, continue, extend or defer the exercisability of
       any Option or the vesting of any shares acquired upon the exercise
       thereof, including with respect to the period following an Optionee's
       termination of employment or service with the Participating Company
       Group;

           (h) to prescribe, amend or rescind rules, guidelines and policies
       relating to the Plan, or to adopt supplements to, or alternative versions
       of, the Plan, including, without limitation, as the Board deems necessary
       or desirable to comply with the laws of, or to accommodate the tax policy
       or custom of, foreign jurisdictions whose citizens may be granted
       Options; and

           (i) to correct any defect, supply any omission or reconcile any
       inconsistency in the Plan or any Option Agreement and to make all other
       determinations and take such other actions with respect to the Plan or
       any Option as the Board may deem advisable to the extent consistent with
       the Plan and applicable law.

    4.  SHARES SUBJECT TO PLAN.

        4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as provided
    in Section 4.2, the maximum aggregate number of shares of Stock that may be
    issued under the Plan shall be the sum of (a) six hundred nine thousand six
    hundred eighty five (609,685) shares, and (b) the number of shares of Stock,
    as of the Effective Date, subject to outstanding options or reserved and
    available for grant pursuant to the Company's 1995 Stock Option Plan (the
    "1995 PLAN OPTIONS") resulting in an aggregate total of three million seven
    hundred thirty five thousand four hundred seventy nine (3,735,479) shares
    (the "SHARE RESERVE") and shall consist of authorized but unissued or
    reacquired shares of Stock or any combination thereof. Notwithstanding the
    foregoing, the Share Reserve, determined at any time, shall be reduced by
    (a) the number shares remaining subject to outstanding 1995 Plan Options,
    and (b) the number shares issued upon the exercise of 1995 Plan Options. If
    an outstanding Option for any reason expires or is terminated or canceled,
    or if shares of Stock acquired, subject to repurchase, upon the exercise of
    an Option are repurchased by the Company, the shares of Stock allocable to
    the unexercised portion of such Option or such repurchased shares of Stock
    shall again be available for issuance under the Plan.

        4.2 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 and class
    of shares subject to the Plan and to any outstanding Options and in the
    exercise price per share of any outstanding Options. If a majority of the
    shares which are of the same class as the shares that are subject to
    outstanding Options are exchanged for, converted into, or otherwise become
    (whether or not pursuant to an Ownership Change Event, as defined in Section
    8.1) shares of another corporation (the "NEW SHARES"), the Board may
    unilaterally amend the outstanding Options to provide that such Options are
    exercisable for New Shares. In the event of any such amendment, the number
    of shares subject to, and the exercise price per share of, the outstanding
    Options 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 4.2
    shall be rounded up or down to the nearest whole number, as determined by
    the Board, and in no event may the exercise price of any Option 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 4.2
    shall be final, binding and conclusive.


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    5.  ELIGIBILITY AND OPTION LIMITATIONS.

        5.1 PERSONS ELIGIBLE FOR OPTIONS. Options may be granted only to
    Employees, Consultants, and Directors. For purposes of the foregoing
    sentence, "Employees," "Consultants," and "Directors" shall include
    prospective Employees, prospective Consultants and prospective Directors to
    whom Options are granted in connection with written offers of employment or
    other service relationship with the Participating Company Group. Eligible
    persons may be granted more than one (1) Option.

        5.2 OPTION GRANT RESTRICTIONS. Any person who is not an Employee on the
    effective date of the grant of an Option to such person may be granted only
    a Nonstatutory Stock Option. An Incentive Stock Option granted to a
    prospective Employee upon the condition that such person become an Employee
    shall be deemed granted effective on the date such person commences service
    as an Employee with a Participating Company, with an exercise price
    determined as of such date in accordance with Section 6.1.

        5.3 FAIR MARKET VALUE LIMITATION. To the extent that options designated
    as Incentive Stock Options (granted under all stock option plans of the
    Participating Company Group, including the Plan) become exercisable by an
    Optionee for the first time during any calendar year for stock having an
    aggregate Fair Market Value greater than One Hundred Thousand Dollars
    ($100,000), the portion of such options which exceeds such amount shall be
    treated as Nonstatutory Stock Options. For purposes of this Section 5.3,
    options designated as Incentive Stock Options shall be taken into account in
    the order in which they were granted, and the Fair Market Value of stock
    shall be determined as of the time the option with respect to such stock is
    granted. If the Code is amended to provide for a different limitation from
    that set forth in this Section 5.3, such different limitation shall be
    deemed incorporated herein effective as of the date and with respect to such
    Options as required or permitted by such amendment to the Code. If an Option
    is treated as an Incentive Stock Option in part and as a Nonstatutory Stock
    Option in part by reason of the limitation set forth in this Section 5.3,
    the Optionee may designate which portion of such Option the Optionee is
    exercising. In the absence of such designation, the Optionee shall be deemed
    to have exercised the Incentive Stock Option portion of the Option first.
    Separate certificates representing each such portion shall be issued upon
    the exercise of the Option.

    6. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by Option
Agreements specifying the number of shares of Stock covered thereby, in such
form as the Board shall from time to time establish. No Option or purported
Option shall be a valid and binding obligation of the Company unless evidenced
by a fully executed Option Agreement. Option Agreements may incorporate all or
any of the terms of the Plan by reference and shall comply with and be subject
to the following terms and conditions:

        6.1 EXERCISE PRICE. The exercise price for each Option shall be
    established in the sole discretion of the Board; provided, however, that (a)
    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 effective date of
    grant of the Option, (b) the exercise price per share for a Nonstatutory
    Stock Option shall be not less than eighty-five percent (85%) of the Fair
    Market Value of a share of Stock on the effective date of grant of the
    Option, and (c) no Option granted to a Ten Percent Owner Optionee shall have
    an exercise price per share less than one hundred ten percent (110%) of the
    Fair Market Value of a share of Stock on the effective date of grant of the
    Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock
    Option or a Nonstatutory Stock Option) may be granted with an exercise price
    lower than the minimum exercise price set forth above if such Option is
    granted pursuant to an assumption or substitution for another option in a
    manner qualifying under the provisions of Section 424(a) of the Code.

        6.2 EXERCISE PERIOD. Options shall be exercisable at such time or times,
    or upon such event or events, and subject to such terms, conditions,
    performance criteria, and restrictions as shall be determined by the Board


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    and set forth in the Option Agreement evidencing such Option; provided,
    however, that (a) no Option shall be exercisable after the expiration of ten
    (10) years after the effective date of grant of such Option, (b) no
    Incentive Stock Option granted to a Ten Percent Owner Optionee shall be
    exercisable after the expiration of five (5) years after the effective date
    of grant of such Option, and (c) no Option granted to a prospective
    Employee, prospective Consultant or prospective Director may become
    exercisable prior to the date on which such person commences service with a
    Participating Company.

        6.3  PAYMENT OF EXERCISE PRICE.

           (a) FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise provided
       below, payment of the exercise price for the number of shares of Stock
       being purchased pursuant to any Option shall be made (i) in cash, by
       check, or cash equivalent, (ii) by tender to the Company of 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
       exercise price, (iii) by the assignment of the proceeds of a sale or loan
       with respect to some or all of the shares being acquired upon the
       exercise of the Option (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) (a "CASHLESS EXERCISE"), (iv) by the Optionee's promissory note
       in a form approved by the Company, (v) by such other consideration as may
       be approved by the Board from time to time to the extent permitted by
       applicable law, or (vi) by any combination thereof. The Board may at any
       time or from time to time, by adoption of or by amendment to the standard
       forms of Option Agreement described in Section 7, or by other means,
       grant Options which do not permit all of the foregoing forms of
       consideration to be used in payment of the exercise price or which
       otherwise restrict one or more forms of consideration.

           (b) TENDER OF STOCK. Notwithstanding the foregoing, an 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. Unless otherwise provided by the Board, an 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. The Company reserves, at any and all times,
       the right, in the Company's sole and absolute discretion, to establish,
       decline to approve or terminate any program or procedures for the
       exercise of Options by means of a Cashless Exercise.

           (d) PAYMENT BY PROMISSORY NOTE. No promissory note shall be permitted
       if the exercise of an Option using a promissory note would be a violation
       of any law. Any permitted promissory note shall be on such terms as the
       Board shall determine at the time the Option is granted. The Board shall
       have the authority to permit or require the Optionee to secure any
       promissory note used to exercise an Option with the shares of Stock
       acquired upon the exercise of the Option or with other collateral
       acceptable to the Company. Unless otherwise provided by the Board, if the
       Company at any time is subject to the regulations promulgated by the
       Board of Governors of the Federal Reserve System or any other
       governmental entity affecting the extension of credit in connection with
       the Company's securities, any promissory note shall comply with such
       applicable regulations, and the Optionee shall pay the unpaid principal
       and accrued interest, if any, to the extent necessary to comply with such
       applicable regulations.

        6.4 TAX WITHHOLDING. The Company shall have the right, but not the
    obligation, to deduct from the shares of Stock issuable upon the exercise of


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    an Option, or to accept from the Optionee the tender of, a number of whole
    shares of Stock having a Fair Market Value, as determined by the Company,
    equal to all or any part of the federal, state, local and foreign taxes, if
    any, required by law to be withheld by the Participating Company Group with
    respect to such Option or the shares acquired upon the exercise thereof.
    Alternatively or in addition, in its sole discretion, the Company shall have
    the right to require the Optionee, through payroll withholding, cash payment
    or otherwise, including by means of a Cashless Exercise, to make adequate
    provision for any such tax withholding obligations of the Participating
    Company Group arising in connection with the Option or the shares acquired
    upon the exercise thereof. The Company shall have no obligation to deliver
    shares of Stock or to release shares of Stock from an escrow established
    pursuant to the Option Agreement until the Participating Company Group's tax
    withholding obligations have been satisfied by the Optionee.

    7.  STANDARD FORMS OF OPTION AGREEMENT.

        7.1 INCENTIVE STOCK OPTIONS. Unless otherwise provided by the Board at
    the time the Option is granted, an Option designated as an "Incentive Stock
    Option" shall comply with and be subject to the terms and conditions set
    forth in the form of Incentive Stock Option Agreement adopted by the Board
    concurrently with its adoption of the Plan and as amended from time to time.

        7.2 NONSTATUTORY STOCK OPTIONS. Unless otherwise provided by the Board
    at the time the Option is granted, an Option designated as a "Nonstatutory
    Stock Option" shall comply with and be subject to the terms and conditions
    set forth in the form of Nonstatutory Stock Option Agreement adopted by the
    Board concurrently with its adoption of the Plan and as amended from time to
    time.

        7.3 STANDARD TERM OF OPTIONS. Except as otherwise provided in Section
    6.2 or by the Board in the grant of an Option, any Option granted hereunder
    shall have a term of ten (10) years from the effective date of grant of the
    Option.

        7.4 AUTHORITY TO VARY TERMS. The Board shall have the authority from
    time to time to vary the terms of any of the standard forms of Option
    Agreement described in this Section 7 either in connection with the grant or
    amendment of an individual Option or in connection with the authorization of
    a new standard form or forms; provided, however, that the terms and
    conditions of any such new, revised or amended standard form or forms of
    Option Agreement are not inconsistent with the terms of the Plan.

    8.  TRANSFER OF CONTROL.

        8.1  DEFINITIONS.

           (a) An "OWNERSHIP CHANGE EVENT" shall be deemed to have occurred if
       any of the following occurs with respect to the Company:

               (i) the direct or indirect sale or exchange in a single or series
           of related transactions by the shareholders of the Company of more
           than fifty percent (50%) of the voting stock of the Company;

               (ii) a merger or consolidation in which the Company is a party;

              (iii) the sale, exchange, or transfer of all or substantially all
           of the assets of the Company; or

               (iv) a liquidation or dissolution of the Company.

           (b) A "TRANSFER OF CONTROL" shall mean an Ownership Change Event or a
       series of related Ownership Change Events (collectively, the
       "TRANSACTION") wherein the shareholders of the Company immediately before
       the Transaction do not retain immediately after the Transaction, in
       substantially the same proportions as their ownership of shares of the
       Company's voting stock immediately before the Transaction, direct or
       indirect beneficial ownership of


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       more than fifty percent (50%) of the total combined voting power of the
       outstanding voting stock of the Company or the corporation or
       corporations to which the assets of the Company were transferred (the
       "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the
       preceding sentence, indirect beneficial ownership shall include, without
       limitation, an interest resulting from ownership of the voting stock of
       one or more corporations which, as a result of the Transaction, own the
       Company or the Transferee Corporation(s), as the case may be, either
       directly or through one or more subsidiary corporations. The Board shall
       have the right to determine whether multiple sales or exchanges of the
       voting stock of the Company or multiple Ownership Change Events are
       related, and its determination shall be final, binding and conclusive.

        8.2 EFFECT OF TRANSFER OF CONTROL ON OPTIONS. In the event of a Transfer
    of Control, the surviving, continuing, successor, or purchasing corporation
    or parent corporation thereof, as the case may be (the "ACQUIRING
    CORPORATION"), may either assume the Company's rights and obligations under
    outstanding Options or substitute for outstanding Options substantially
    equivalent options for the Acquiring Corporation's stock. For purposes of
    this Section 8.2, an Option shall be deemed assumed if, following the
    Transfer of Control, the Option confers the right to purchase in accordance
    with its terms and conditions, for each share of Stock subject to the Option
    immediately prior to the Transfer of Control, the consideration (whether
    stock, cash or other securities or property) to which a holder of a share of
    Stock on the effective date of the Transfer of Control was entitled. Any
    Options which are neither assumed or substituted for by the Acquiring
    Corporation in connection with the Transfer of Control nor exercised as of
    the date of the Transfer of Control shall terminate and cease to be
    outstanding effective as of the date of the Transfer of Control.
    Notwithstanding the foregoing, shares acquired upon exercise of an Option
    prior to the Transfer of Control and any consideration received pursuant to
    the Transfer of Control with respect to such shares shall continue to be
    subject to all applicable provisions of the Option Agreement evidencing such
    Option except as otherwise provided in such Option Agreement. Furthermore,
    notwithstanding the foregoing, if the corporation the stock of which is
    subject to the outstanding Options immediately prior to an Ownership Change
    Event described in Section 8.1(a)(i) constituting a Transfer of Control is
    the surviving or continuing corporation and immediately after such Ownership
    Change Event less than fifty percent (50%) of the total combined voting
    power of its voting stock is held by another corporation or by other
    corporations that are members of an affiliated group within the meaning of
    Section 1504(a) of the Code without regard to the provisions of Section
    1504(b) of the Code, the outstanding Options shall not terminate unless the
    Board otherwise provides in its sole discretion.

    9. PROVISION OF INFORMATION. At least annually, copies of the Company's
balance sheet and income statement for the just completed fiscal year shall be
made available to each Optionee and purchaser of shares of Stock upon the
exercise of an Option. The Company shall not be required to provide such
information to persons whose duties in connection with the Company assure them
access to equivalent information.

    10.  NONTRANSFERABILITY OF OPTIONS.  During the lifetime of the Optionee, an
Option shall be exercisable only by the Optionee or the Optionee's guardian or
legal representative. No Option shall be assignable or transferable by the
Optionee, except by will or by the laws of descent and distribution.

    11. INDEMNIFICATION. In addition to such other rights of indemnification as
they may have as members of the Board or officers or employees of the
Participating Company Group, members of the Board and any officers or employees
of the Participating Company Group to whom authority to act for the Board or the
Company is delegated shall be indemnified by the Company against all reasonable
expenses, including attorneys' fees, actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan, or
any right granted hereunder, and against all amounts paid by them in settlement


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thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such person is liable
for gross negligence, bad faith or intentional misconduct in duties; provided,
however, that within sixty (60) days after the institution of such action, suit
or proceeding, such person shall offer to the Company, in writing, the
opportunity at its own expense to handle and defend the same.

    12. TERMINATION OR AMENDMENT OF PLAN. The Board may terminate or amend the
Plan at any time. However, subject to changes in applicable law, regulations or
rules that would permit otherwise, without the approval of the Company's
shareholders there shall be (a) no increase in the maximum aggregate number of
shares of Stock that may be issued under the Plan (except by operation of the
provisions of Section 4.2), (b) no change in the class of persons eligible to
receive Incentive Stock Options, and (c) no other amendment of the Plan that
would require approval of the Company's shareholders under any applicable law,
regulation or rule. In any event, no termination or amendment of the Plan may
adversely affect any then outstanding Option or any unexercised portion thereof,
without the consent of the Optionee, unless such termination or amendment is
required to enable an Option designated as an Incentive Stock Option to qualify
as an Incentive Stock Option or is necessary to comply with any applicable law,
regulation or rule.

    13. SHAREHOLDER APPROVAL. The Plan or any increase in the maximum number of
shares of Stock issuable thereunder as provided in Section 4.1 (the "MAXIMUM
SHARES") shall be approved by the shareholders of the Company within twelve (12)
months of the date of adoption thereof by the Board. Options granted prior to
shareholder approval of the Plan or in excess of the Maximum Shares previously
approved by the shareholders shall become exercisable no earlier than the date
of shareholder approval of the Plan or such increase in the Maximum Shares, as
the case may be.

    IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing Invitrogen Corporation 1997 Stock Option Plan was duly adopted by
the Board on May 28, 1997. Additionally, the Secretary notes that the share
reserve set forth in section 4.1 of the Plan reflects the seven (7) for one (1)
stock split which became effective upon the Company's reincorporation into
Delaware on June 17, 1997.

                                          /s/ JOSEPH FERNANDEZ
                                          --------------------------------------
                                          Joseph Fernandez
                                          SECRETARY


                                       9
<PAGE>

      FIRST AMENDMENT TO THE INVITROGEN CORPORATION 1997 STOCK OPTION PLAN

    This First Amendment to Invitrogen Corporation 1997 Stock Option Plan (the
"Plan") is made pursuant to Section 12 of the Plan. Capitalized terms not
defined in this First Amendment shall have the meanings provided in the Plan.

    WHEREAS, it has been determined to be in the best interests of the Company
that the aggregate number of shares of Stock that may be issued under the Plan
be increased by seven hundred fifty thousand (750,000);

    WHEREAS, the Company wishes to provide options to acquire Stock to its
Nonemployee Directors to strengthen the incentives of such directors to act in
the best interests of the Company;

    WHEREAS, the Company has determined to provide Optionees with additional
rights in the event of a Transfer in Control.

    Now therefore, the Plan is hereby amended as follows:

    1.  SECTION 4.1 SHALL BE AMENDED TO STATE IN ITS ENTIRETY AS FOLLOWS:

           "4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as
           provided in Section 4.2, the maximum aggregate number of shares of
           Stock that may be issued under the Plan shall be the sum of (a) one
           million three hundred fifty-nine thousand six hundred eighty-five
           (1,359,685) shares, and (b) the number of shares of Stock, as of the
           date of this Amendment, subject to outstanding options or reserved
           and available for grant pursuant to the Company's 1995 Stock Option
           Plan (the "1995 PLAN OPTIONS") resulting in an aggregate total of
           four million four hundred eighty five thousand four hundred seventy
           nine (4,485,479) shares (the "SHARE RESERVE") and shall consist of
           authorized and unissued or reacquired shares of Stock or any
           combination thereof. Notwithstanding the foregoing, the Share
           Reserve, determined at any time, shall be reduced by (a) the number
           of shares remaining subject to outstanding 1995 Plan Options, and (b)
           the number of shares issued upon the exercise of 1995 Plan Options.
           If an outstanding option for any reason expires or is terminated or
           canceled, or if the shares of Stock acquired, subject to repurchase,
           upon the exercise of an Option are repurchased by the Company, the
           shares of Stock allocable to the unexercised portion of such Option
           or such repurchased shares of Stock shall again be available for
           issuance under the Plan."

    2.  A NEW SECTION 6.5 SHALL BE ADDED TO THE PLAN WHICH SHALL STATE IN ITS
ENTIRETY AS FOLLOWS:

           "6.5 NONEMPLOYEE DIRECTOR OPTIONS

        (a) AUTOMATIC GRANT.  Subject to the execution by a Nonemployee Director
    of an appropriate Option Agreement, Nonemployee Director Options shall be
    granted automatically and without further action of the Board, as follows:

           (i) INITIAL OPTION. Each person who first becomes a Nonemployee
       Director on or after the date of this Amendment shall be granted on the
       date such person first becomes a Nonemployee Director a Nonemployee
       Director Option to purchase ten thousand (10,000) shares of Stock (an
       "INITIAL OPTION"); provided, however, that an Initial Option shall not be
       granted to a Director who previously did not qualify as a Nonemployee
       Director but subsequently becomes a Nonemployee Director as a result of
       the termination of his or her status as an Employee.
<PAGE>

           (ii) ANNUAL OPTION. Each Nonemployee Director (including any Director
       who previously did not qualify as a Nonemployee Director but who
       subsequently becomes a Nonemployee Director) shall be granted on the date
       immediately following each annual meeting of the stockholders of the
       Company which occurs on or after the date of this Amendment (an "ANNUAL
       MEETING") a Nonemployee Director Option to purchase ten thousand (10,000)
       shares of Stock (an "ANNUAL OPTION"); provided, however, that a
       Nonemployee Director granted an Initial Option less than six months prior
       to date of an Annual Meeting shall not be granted an Annual Option
       pursuant to this Section on the date immediately following the same
       Annual Meeting.

           (iii) RIGHT TO DECLINE NONEMPLOYEE DIRECTOR OPTION. Notwithstanding
       the foregoing, any person may elect not to receive a Nonemployee Director
       Option by delivering written notice of such election to the Board no
       later than the day prior to the date such Nonemployee Director Option
       would otherwise be granted. A person so declining a Nonemployee Director
       Option shall receive no payment or other consideration in lieu of such
       declined Nonemployee Director Option. A person who has declined a
       Nonemployee Director Option may revoke such election by delivering
       written notice of such revocation to the Board no later than the day
       prior to the date such Nonemployee Director Option would be granted
       pursuant to Section 6.5(a)(i) or 6.5(a)(ii), as the case may be.

        (b) EXERCISE PRICE. The exercise price per share of Stock subject to a
    Nonemployee Director Option shall be the Fair Market Value of a share of
    Stock on the date the Nonemployee Director Option is granted.

        (c) EXERCISE PERIOD. Each Nonemployee Director Option shall terminate
    and cease to be exercisable on the date ten (10) years after the date of
    grant of the Nonemployee Director Option unless earlier terminated pursuant
    to the terms of the Plan or the Option Agreement.

        (d) RIGHT TO EXERCISE NONEMPLOYEE DIRECTOR OPTIONS.

           (i) INITIAL OPTIONS. Except as otherwise provided in the Option
       Agreement, each Initial Option shall become vested and exercisable
       cumulatively for 1/3 of the shares of Stock initially subject to the
       Option on each of the first three (3) anniversaries of the date on which
       the Initial Option was granted, provided that the Optionee's Service has
       not terminated prior to the relevant date.

           (ii) ANNUAL OPTIONS. Except as otherwise provided in the Option
       Agreement, each Annual Option shall become fully vested and exercisable
       on the first anniversary of the date of grant, provided the Optionee's
       Service has not terminated prior to such date.

        (e) EFFECT OF TERMINATION OF SERVICE ON NONEMPLOYEE DIRECTOR OPTIONS.

           (i) OPTION EXERCISABILITY. Subject to earlier termination of the
       Nonemployee Director Option as otherwise provided herein, a Nonemployee
       Director Option shall be exercisable after an Optionee's termination of
       Service as follows:

               (A) DISABILITY. If the Optionee's Service with the Participating
           Company Group is terminated because of the Disability of the
           Optionee, the Nonemployee Director Option, to the extent unexercised
           and exercisable on the date on which the Optionee's Service
           terminated, 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 date of expiration of
           the Option Expiration Date.

               (B) DEATH. If the Optionee's Service with the Participating
           Company Group is terminated because of the death of the Optionee, the
           Nonemployee Director Option, to the extent unexercised and


                                       2
<PAGE>

           exercisable on the date on which the Optionee's Service terminated,
           may be exercised by the Optionee's legal representative or other
           person who acquired the right to exercise the Nonemployee Director
           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. The Optionee's Service shall be deemed to
           have terminated on account of death if the Optionee dies within six
           (6) months after the Optionee's termination of Service.

               (C) OTHER TERMINATION OF SERVICE. If the Optionee's Service with
           the Participating Company Group terminates for any reason, except
           Disability or death, the Nonemployee Director 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
           within six (6) months after the date on which the Optionee's Service
           terminated, but in any event no later than the Option Expiration
           Date.

           (ii) EXTENSION IF OPTIONEE SUBJECT TO SECTION 16(b). Notwithstanding
       the foregoing, if a sale within the applicable time periods set forth in
       Section 6.5(e)(i) of shares acquired upon the exercise of the Nonemployee
       Director Option would subject the Optionee to suit under Section 16(b) of
       the Exchange Act, the Nonemployee Director Option shall remain
       exercisable until the earliest to occur of (i) the tenth (10th) day
       following the date on which a sale of such shares by the Optionee would
       no longer be subject to such suit, (ii) the one hundred and ninetieth
       (190th) day after the Optionee's termination of Service, and (iii) the
       Option Expiration Date.

    3.  SECTION 8.2 SHALL BE AMENDED TO STATE IN ITS ENTIRETY AS FOLLOWS:

           "8.2 EFFECT OF TRANSFER OF CONTROL ON OPTIONS. In the event of a
           Transfer of Control, the percentage of the Option that has vested
           shall be adjusted to 100% (if not already at that percentage) on the
           date that the Company mails the Optionee notice of the Transfer of
           Control at the last address shown on the records of the Company for
           such Optionee (the "NOTICE"), unless the surviving, continuing,
           successor, or purchasing corporation or parent corporation thereof,
           as the case may be (the "ACQUIRING CORPORATION"), either assumes the
           Company's rights and obligations under outstanding Options or
           substitutes for outstanding Options substantially equivalent options
           for the Acquiring Corporation's stock. Any Options which are neither
           assumed or substituted for by the Acquiring Corporation in connection
           with the Transfer of Control nor exercised as of the date fifteen
           days after the Notice of the Transfer of Control shall terminate and
           cease to be outstanding effective upon the later of (i) the date of
           the Transfer of Control or (ii) fifteen days after mailing of the
           Notice. For purposes of this Section 8.2, an Option shall be deemed
           assumed if, following the Transfer of Control, the Option confers the
           right to purchase in accordance with its terms and conditions, for
           each share of Stock subject to the Option immediately prior to the
           Transfer of Control, the consideration (whether stock, cash or other
           securities or property) to which a holder of a share of Stock on the
           effective date of the Transfer of Control was entitled.
           Notwithstanding the foregoing, shares acquired upon exercise of an
           Option prior to the Transfer of Control and any consideration
           received pursuant to the Transfer of Control with respect to such
           shares shall continue to be subject to all applicable provisions of
           the Option Agreement evidencing such Option except as otherwise
           provided in such Option Agreement. Furthermore, notwithstanding the
           foregoing, if the corporation the


                                       3
<PAGE>

            stock of which is subject to the outstanding Options immediately
            prior to an Ownership Change Event described in Section 8.1(a)(i)
            constituting a Transfer of Control is the surviving or continuing
            corporation and immediately after such Ownership Change Event less
            than fifty percent (50%) of the total combined voting power of its
            voting stock is held by another corporation or by other corporations
            that are members of an affiliated group within the meaning of
            Section 1504(a) of the Code without regard to the provisions of
            Section 1504(b) of the Code, the outstanding Options shall not
            terminate unless the Board otherwise provides in its sole
            discretion.

    4.  ALL OTHER TERMS OF THE PLAN SHALL REMAIN THE SAME.

    IN WITNESS WHEREOF, the undersigned Secretary of Invitrogen Corporation
certifies that the foregoing amendment to the 1997 Stock Option Plan was duly
adopted by the Board of Directors on November 20, 1998.

Dated: November 20, 1998



                                          INVITROGEN CORPORATION

                                          By:  /s/ JOSEPH FERNANDEZ
                                               --------------------------
                                               Joseph Fernandez
                                          Its: SECRETARY


                                       4
<PAGE>

                             SECOND AMENDMENT TO THE
                             INVITROGEN CORPORATION
                             1997 STOCK OPTION PLAN

    Pursuant to Section 12 of the Invitrogen Corporation 1997 Stock Option Plan
(the "Plan"), said Plan is hereby amended as follows:
            `
    1.  SECTION 4.1 SHALL BE AMENDED TO STATE IN ITS ENTIRETY AS FOLLOWS:

           "4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as
           provided in Section 4.2, the maximum aggregate number of shares of
           Stock that may be issued under the Plan shall be the sum of (a) two
           million three hundred fifty-nine thousand six hundred eighty-five
           (2,359,685) shares, and (b) the number of shares of Stock, as of the
           Effective Date, subject to outstanding options or reserved and
           available for grant pursuant to the Company's 1995 Stock Option Plan
           (the "1995 PLAN OPTIONS") resulting in an aggregate total of five
           million four hundred eight-five thousand four hundred seventy-nine
           (5,485,479) shares (the "SHARE RESERVE") and shall consist of
           authorized and unissued or reacquired shares of Stock or any
           combination thereof. Notwithstanding the foregoing, the Share
           Reserve, determined at any time, shall be reduced by (a) the number
           of shares remaining subject to outstanding 1995 Plan Options, and (b)
           the number of shares issued upon the exercise of 1995 Plan Options.
           If an outstanding option for any reason expires or is terminated or
           canceled, or if the shares of Stock acquired, subject to repurchase,
           upon the exercise of an Option are repurchased by the Company, the
           shares of Stock allocable to the unexercised portion of such Option
           or such repurchased shares of Stock shall again be available for
           issuance under the Plan."

    IN WITNESS WHEREOF, the undersigned Secretary of Invitrogen Corporation
certifies that the foregoing amendment to the 1997 Stock Option Plan was duly
adopted by the Board of Directors on July 7, 1999.

Dated: July 12, 1999



                                         INVITROGEN CORPORATION

                                         By:  /s/ WARNER R. BROADDUS
                                              ----------------------------
                                              Warner R. Broaddus
                                         Its: SECRETARY
<PAGE>

                             THIRD AMENDMENT TO THE
                             INVITROGEN CORPORATION
                             1997 STOCK OPTION PLAN

         Pursuant to Section 12 of the Invitrogen Corporation 1997 Stock Option
Plan (the "Plan"), said Plan is hereby amended as follows:

         1.  Section 4.1 shall be amended to state in its entirety as follows:

"4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as provided in
Section 4.2, the maximum aggregate number of shares of Stock that may be issued
under the Plan shall be the sum of (a) five million three hundred fifty-nine
thousand six hundred eight-five (5,359,685) shares, and (b) the number of shares
of Stock, as of the Effective Date, subject to outstanding options or reserved
and available for grant pursuant to the Company's 1995 Stock Option Plan (the
"1995 PLAN OPTIONS") resulting in an aggregate total of eight million four
hundred eight-five thousand four hundred seventy-nine (8,485,479) shares (the
"SHARE RESERVE") and shall consist of authorized and unissued or reacquired
shares of Stock or any combination thereof. Notwithstanding the foregoing, the
Share Reserve, determined at any time, shall be reduced by (a) the number of
shares remaining subject to outstanding 1995 Plan Options, and (b) the number of
shares issued upon the exercise of 1995 Plan Options. If an outstanding option
for any reason expires or is terminated or canceled, or if the shares of Stock
acquired, subject to repurchase, upon the exercise of an Option are repurchased
by the Company, the shares of Stock allocable to the unexercised portion of such
Option or such repurchased shares of Stock shall again be available for issuance
under the Plan."

         IN WITNESS WHEREOF, the undersigned Secretary of Invitrogen Corporation
certifies that the foregoing amendment to the 1997 Stock Option Plan was duly
adopted by the Board of Directors on August 8, 2000.

Dated:  August 11, 2000

                                       INVITROGEN CORPORATION

                                       By:/s/ WARNER R. BROADDUS
                                          --------------------------------------
                                          Warner R. Broaddus
                                       Its: Secretary
</TEXT>
</DOCUMENT>
