GRACE Therapeutics, INC.
Exhibit 10.2
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Grant No.
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▇▇▇▇▇ Therapeutics, INC.
2024 EQUITY INCENTIVE PLAN
COVER SHEET
Grace Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.0001 per share (the “Common Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below (the “Cover Sheet”). Additional terms and conditions of the Option are set forth in the attached Incentive Stock Option Agreement (together with the Cover Sheet, the “Agreement”) and in the Company’s 2024 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”).
| Name of Grantee: | |
Grant Date: | |
Type of Option Granted: | Incentive Stock Option |
Number of Shares of Common Stock Covered by the Option: | |
Option Price per Share of Stock: | $[At least equal to 100% Fair Market Value on Grant Date (or, 110% for Ten Percent Stockholders)] |
Vesting Commencement Date: | |
Vesting Schedule: | [●] |
By your signature below or by your electronic acknowledgment to this Option through an online platform, you agree to all of the terms and conditions described in the Agreement and in the Plan, a copy of which is also attached hereto as Exhibit A. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the Plan.
Grantee: | Date: | ||||
(Signature) | |||||
Company: | Date: | ||||
(Signature) | |||||
Name: | |||||
Title: |
Attachment
This document is not a stock certificate or a negotiable instrument.
▇▇▇▇▇ Therapeutics, INC.
2024 Equity Incentive Plan
Option | This
Agreement evidences an award of an Option exercisable for that number
of shares of Common Stock set forth on the Cover Sheet of this Agreement
and subject to the vesting and other conditions set forth in this
Agreement and in the Plan. This
Option is intended to be an incentive stock option under Code Section
422 and will be interpreted accordingly, provided, that, the Company
makes no representation or guarantee that the Option will qualify as an
Incentive Stock Option. To the extent that all or part of this Option
exceeds the “$100,000 per year limitation” rule of Code Section 422(d),
this Option or the lesser excess part will be deemed to be a
Nonqualified Stock Option. |
Vesting | This Option is exercisable only before it expires and then only with respect to the vested portion of the Option. The
Option will vest in accordance with the vesting schedule set forth on
the Cover Sheet to this Agreement, so long as you continue in Service on
each applicable vesting date set forth on the Cover Sheet. Any
resulting fractional shares shall be rounded to the nearest whole share
and shall be rounded up or down as necessary as of the last applicable
vesting date; provided, in all cases, you cannot vest in more than the
number of shares of Common Stock covered by this Option. Notwithstanding
your vesting schedule, the unvested portion of your Option will become
one hundred percent (100%) vested upon your termination of Service due
to your death or Disability. No additional shares of Common Stock will vest after your Service has terminated for any reason. |
Term | Notwithstanding
anything in this Agreement to the contrary, (i) your Option will expire
in any event at the close of business on the day before the tenth (10th) anniversary (or, if you are a Ten Percent Stockholder, on the day before the fifth (5th)
anniversary) of the Grant Date, as shown on the Cover Sheet; (ii) your
Option may expire earlier if your Service terminates, as described
below; and (iii) your Option may expire earlier in the event of a Change
in Control. |
Qualification as an Incentive Stock Option; Certain Dispositions | It
is understood that this Option is intended to qualify as an Incentive
Stock Option to the extent permitted under Applicable Laws.
Accordingly, you understand that in order to obtain the benefits of an
Incentive Stock Option, no sale or other disposition may be made of
shares for which Incentive Stock Option treatment is desired within one
(1) year following the date of exercise of the Option or within two (2)
years from the Grant Date. You understand and agree that the Company
shall not be liable or responsible for any additional tax liability you
incur in the event that the Internal Revenue Service for any reason
determines that this Option does not qualify as an Incentive Stock
Option within the meaning of the Code. |
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Forfeiture of Unvested Option | In the event your Service terminates for any reason, you will automatically forfeit to the Company the portion of the Option that has not yet vested as of the date of your termination of Service (after taking into account any accelerated vesting triggered by such termination of Service pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or a Subsidiary and you). |
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Regular Termination of Service
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If
your Service terminates for any reason other than death, Disability, or
Cause, the vested, unexercised portion of your Option will expire at
the close of business on the ninetieth (90th) day following such termination of Service.
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Termination for Cause | If your Service is terminated for Cause, you will immediately and automatically forfeit all rights to your Option (whether vested or unvested), and the Option will immediately and automatically expire. You will be prohibited from exercising the Option from and after the time of such termination of Service. |
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Death
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If
your Service terminates because of your death, the vested, unexercised
portion of your Option will expire at the close of business on the day
before the first (1st) anniversary of the date of your
termination of Service. During such period, your estate or heirs may
exercise the vested portion of your Option. In
addition, if you die during the ninety (90)-day period described in
connection with a regular termination (i.e., a termination of your
Service not on account of your death, Disability, or Cause), and the
vested portion of your Option has not yet been exercised, then the
vested, unexercised portion of your Option will instead expire at the
close of business on the day before the first (1st)
anniversary of the date of your termination of Service. In such a case,
during such period, your estate or heirs may exercise the vested
portion of your Option.
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Disability
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If
your Service terminates because of your Disability, the vested,
unexercised portion of your Option will expire at the close of business
on the day before the first (1st) anniversary of the date of your termination of Service.
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Leaves
of Absence |
For purposes of
this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was
approved by your employer in writing if the terms of the leave provide for
continued Service crediting or when continued Service crediting is required by
Applicable Laws. Your Service terminates
in any event when the approved leave ends unless you immediately return to
active employee work. Your employer may
determine, in its discretion, which leaves count for this purpose and when your
Service terminates for all purposes under the Plan in accordance with the
provisions of the Plan. Notwithstanding
the foregoing, the Board or the Committee may
determine, in its discretion, that a leave counts for this purpose even if your
employer does not agree. |
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Notice of Exercise | The
vested portion of your Option may be exercised, in whole or in part, by
(i) giving written notice to the Company or its designee or agent,
pursuant to a form designated by the Company, of your intent to exercise
and (ii) delivering to the Company or its designee or agent full
payment for the shares of Common Stock as to which the Option is to be
exercised. Your notice must specify how many shares of Common Stock you
wish to purchase. Your notice must also specify how your shares of
Common Stock should be registered (in your name only or in your and your
spouse’s names as joint tenants with right of survivorship). The
notice will be effective when it is received by the Company or its
designee or agent. If
someone else wants to exercise this Option after your death, that
person must prove to the Company’s satisfaction that he or she is
entitled to do so. |
Form of Payment | When
you exercise your Option, you must include payment of the Option Price
indicated on the Cover Sheet for the shares of Common Stock you are
purchasing. Payment may be made in one (or a combination) of the
following forms: • Cash (or such other cash equivalent as the Company may accept); • Shares
of Common Stock that are owned by you and that are surrendered to the
Company, where the Fair Market Value of such shares as of the effective
date of the Option exercise will be applied to the Option Price,
provided further that accepting such shares of Common Stock will not
result in any adverse accounting consequences to the Company, as the Board or the Committee determines in its sole discretion; • Payment
may be made in the form of consideration received by the Company under a
cashless exercise program (whether through a broker or otherwise)
implemented by the Company in connection with the Plan; • If permitted by the Board or the Committee,
by withholding shares of Common Stock that would otherwise be issuable
in an amount, determined based on the Fair Market Value of such shares
as of the effective date of the Option exercise, equal to the Option
Price; and/or • If permitted by the Board or the Committee and Applicable Laws, by promissory note. |
Evidence of Issuance | The ownership of the shares of Common Stock issued upon exercise of your Option may be evidenced in such a manner as the Board or the Committee,
in its sole discretion, deems appropriate, including, without
limitation, by book-entry or direct registration or the issuance of one
or more stock certificates. |
Withholding Taxes | You
agree as a condition of this Option that you will make acceptable
arrangements to pay any withholding or other taxes that may be due as a
result of the exercise of the Option, the sale of Common Stock acquired
under this Option, or as otherwise arising under this Option. In the
event that the Company or any of its Subsidiaries determines that any
federal, state, local, or foreign tax or withholding payment is required
relating to the exercise of the Option, the sale of Common Stock
acquired under this Option, or as otherwise arising under this Option,
the Company or such Subsidiary shall have the right to (i) require you
to tender a cash payment, (ii) deduct from payments of any kind
otherwise due to you, or (iii) withhold the delivery of vested shares of
Common Stock otherwise deliverable under this Agreement to meet such
obligations, where the shares of Common Stock so withheld will have an
aggregate Fair Market Value not exceeding the maximum amount of tax
required to be withheld by Applicable Laws. You
agree that the Company or any Subsidiary shall be entitled to use
whatever method it may deem appropriate to recover such taxes. You
further agree that the Company or any Subsidiary may, as it reasonably
considers necessary, amend or vary this Agreement to facilitate such
recovery of taxes. |
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Transfer of Option | During
your lifetime, only you (or, in the event of your legal incapacity or
incompetency, your guardian or legal representative) may exercise the
Option. The Option may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered, whether by operation of law or
otherwise, nor may the Option be made subject to execution, attachment,
or similar process. If you attempt to do any of these things, you will
immediately forfeit the Option. You may, however, dispose of this
Option in your will or it may be transferred upon your death by the laws
of descent and distribution. Regardless
of any marital property settlement agreement, the Company is not
obligated to honor a notice of exercise from your spouse, nor is the
Company obligated to recognize your spouse’s interest in your Option in
any other way. |
Retention Rights | This
Agreement and the Option evidenced hereby do not give you the right to
be retained by the Company or any Subsidiary in any capacity. Unless
otherwise specified in an employment or other written agreement between
the Company or a Subsidiary and you, the Company and any Subsidiary
reserve the right to terminate your Service at any time and for any
reason. |
Stockholder Rights | You,
or your estate or heirs, have no rights as a stockholder of the Company
unless and until you exercise all or a portion of the Option and a
certificate for the shares of Common Stock acquired pursuant to the
Option has been issued (or an appropriate book entry has been made).
Unless otherwise provided in the Plan, no adjustments are made for
dividends or other rights if the applicable record date occurs before
your stock certificate is issued (or an appropriate book entry has been
made). If
you sell or otherwise dispose of the shares of Common Stock acquired
pursuant to the exercise of this Option prior to the later of (i) the
second (2nd) anniversary of the Grant Date or (ii) the first (1st)
anniversary of the date on which the shares of Common Stock were
acquired, then you agree to notify the Company in writing of the date of
such sale or disposition, the number of shares of Common Stock sold or
disposed of, and the sale price per share within ten (10) days of such
sale or disposition. Your
Option shall be subject to the terms of any applicable agreement of
merger, liquidation, or reorganization in the event the Company is
subject to such corporate activity. |
Forfeiture of Rights | Notwithstanding
anything in this Agreement to the contrary, if the Board or the
Committee determines that you have taken actions in violation or breach
of or in conflict with any employment agreement, non-competition
agreement, agreement prohibiting solicitation of employees or clients of
the Company or any Affiliate, confidentiality obligation with respect
to the Company or any Affiliate, Company or Affiliate policy or
procedure, other agreement, or any other material obligation to the
Company or any Affiliate, at any time while you are employed by, or
providing services to, the Company or any of its subsidiaries, or after
your termination of Service, this Option, to the extent outstanding,
shall immediately terminate, and you shall automatically forfeit all
shares underlying any exercised portion of this Option for which the
Company has not yet delivered the share certificates, upon refund by the
Company of the exercise price paid by you for such shares. |
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Clawback | This
Option and any shares of Common Stock acquired pursuant to the Option
are subject to mandatory repayment by you to the Company to the extent
you are or in the future become subject to any Company or any Subsidiary
“clawback” or recoupment policy that requires the repayment by you to
the Company or a Subsidiary of compensation paid by the Company or a
Subsidiary to you. |
Applicable Laws | This
Agreement will be interpreted and enforced under the laws of the State
of Delaware, other than any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this
Agreement to the substantive law of another jurisdiction. |
The Plan | The text of the Plan is incorporated into this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan. This
Agreement and the Plan constitute the entire understanding between you
and the Company regarding this Option. Any prior agreements,
commitments, or negotiations concerning this Option are superseded;
except that any written employment, consulting, confidentiality,
non-competition, non-solicitation, and/or severance agreement between
you and the Company or a Subsidiary shall supersede this Agreement with
respect to its subject matter. |
Data Privacy | In
order to administer the Plan, the Company may process personal data
about you. Such data includes, but is not limited to, information
provided in this Agreement and any changes thereto, other appropriate
personal and financial data about you, such as your contact information,
payroll information, and any other information that might be deemed
appropriate by the Company to facilitate the administration of the
Plan. By accepting this Option, you give explicit consent to the
Company, any Subsidiary, and their designees to process any such
personal data. |
Consent to Electronic Delivery | You agree, as a condition of this Option, to receive documents related to the
Option by electronic delivery (including e-mail or reference to a
website or other URL) and, if requested, agree to participate in the
Plan through an online or electronic system established and maintained
by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company. |
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Code Section 409A | The
Option is intended to be exempt from Code Section 409A, and,
accordingly, to the maximum extent permitted, this Agreement will be
interpreted and administered to be exempt from Code Section 409A.
Notwithstanding anything to the contrary in the Plan or this Agreement,
neither the Company, any Affiliate, the Board, nor the Committee will
have any obligation to take any action to prevent the assessment of any
excise tax or penalty on you under Code Section 409A, and neither the
Company, any Affiliate, the Board, nor the Committee will have any
liability to you for such tax or penalty. |
Successors and Assigns | This
Agreement shall inure to the successors and assigns of the parties;
provided, however, that neither this Agreement nor any rights hereunder
may be assigned by you, except to the extent expressly permitted herein. |
Severability | If
any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement
will remain in full force and effect. Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full
force and effect to the extent not held invalid or unenforceable. |
Other Agreements | You
agree, as a condition of this Option, that you will execute such
document(s) as necessary to become a party to any subscription
agreement, stockholders agreement, investors’ rights agreement, voting
agreement or trust, right of first refusal and co-sale agreement, or
other similar agreement as the Company may require from time to time
(together, the “Other Agreements”). You
agree that your Option and/or shares of Common Stock purchased pursuant
to your Option will be subject to the terms and conditions of the Other
Agreements, including without limitation any transfer restrictions and
rights of first refusal. |
By signing this Agreement on the cover sheet hereof, you agree
to all of the terms and conditions described above and in the Plan.
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EXHIBIT A
▇▇▇▇▇ Therapeutics, INC.
2024 Equity Incentive Plan
[See attachment]