Common use of Stock Option Award Clause in Contracts

Stock Option Award. (a) As soon as reasonably practicable following the Effective Date, the Company shall recommend to the Board that it grant to Executive, under the Oncorus, Inc. 2016 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”) and his Oncorus, Inc. 2016 Equity Incentive Plan Option Agreement (the “Option Agreement”), an option to purchase 1,038,834 shares of the Company’s common stock (the “New Option”) having an exercise price per share equal to fair market value of the Company’s common stock on the date of grant, as determined by the Board in its sole discretion. The New Option shall be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent permitted by applicable law. Of the New Option (i) 16.66% of the shares subject to the New Option shall vest upon the first closing of the Company’s Series B financing (“Series B Financing”), (ii) 33.33% of the shares subject to the New Option shall vest in twenty-four (24) equal monthly installments beginning with the first month following the closing of the Company’s Series B financing (“Series B Time-Based Option”), (iii) 25.00% of the shares subject to the New Option shall vest on the date immediately prior to an underwritten initial public offering of the Company’s equity securities (the “IPO”) and (iv) 25.00% of the shares subject to the New Option shall vest in twenty-four (24) equal monthly installments beginning with the first month following the IPO (“IPO Time-Based Option”), in the case of each of (i)–(iv) above, subject to Executive’s Continuous Service (as defined in the Plan) to the Company through each applicable vesting date. For purposes of clarity, to the extent that any such shares subject to the New Option would have vested pursuant to the vesting schedule described above, such shares shall be vested and exercisable as of the applicable date of grant. Notwithstanding the foregoing, if the Company’ undergoes a Change in Control (as defined in the Plan), the Executive remains in Continuous Service with the Company through such date, and provided that the Executive signs, returns and allows to become effective the Release as set forth in Section 11, then the unvested portion of the New Option that would have vested pursuant to subclause (i) and (ii) of the immediately preceding sentence shall become 100% vested immediately prior to the Change in Control. Further, if the Executive’s Continuous Service is terminated by the Company without Cause (as defined below) after a Series B Financing or an IPO, but prior to the date on which the Series B Time-Based Option or the IPO Time-Based Option, as applicable, becomes fully vested, then the unvested portion of the Series B Time-Based Option or IPO Time-Based Option, as applicable, shall become fully vested (for example, if Executive’s Continuous Service is terminated without Cause after the Series B Financing but before an IPO, then the unvested portion of the Series B Time-Based Option only will become 100% vested). The New Option will be subject to all of the terms and conditions of the Plan and the Option Agreement to be entered into by the parties pursuant to which it is granted.

Stock Option Award. (a) As On or as soon as reasonably practicable following the Effective Date, the Company shall recommend to the Board that it grant to Executive, Executive will be granted under the Oncorus, Inc. 2016 Company’s 2006 Equity Incentive Plan, as the same may be amended from time to time Plan (the “Plan”) and his Oncorus, Inc. 2016 Equity Incentive Plan Option Agreement an option agreement (the “Option Agreement”)) containing (i) incentive options for shares of common stock, an option up to the amount permitted by applicable law, and non-qualified stock options for the remainder resulting in the aggregate right to purchase 1,038,834 up to 11,236,650 shares of the Company’s common stock (the “New OptionTime Based Shares”), and (ii) having an nonqualified options to purchase up to 7,491,100 shares of the Company’s common stock (the “Performance Shares”), subject to the terms and conditions of the Company’s Plan, and subject to the action of the committee that administers such Plan (collectively, the “Stock Options”). The per-share exercise price per share equal to for the Stock Options will be the fair market value of a share of the Company’s common stock on the date of grantgrant as provided in the Plan. The Stock Options with respect to the Time Based Shares will vest in equal installments annually over a three-year period tied to the Effective Date of this Agreement and the Stock Options with respect to the Performance Shares will vest in equal installments annually over a three-year period tied to the Fiscal Year end of the Company upon the Company achieving various performance goals. Such performance targets shall be based upon EBITDA targets and other performance targets (collectively, as the “Performance Targets”) determined by the Board in its sole discretionconsultation with Executive. The New Option shall be an “incentive stock option” within Performance Targets for the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) Stock Options with respect to the maximum extent permitted by applicable law. Of the New Option (i) 16.66% first one-third ( 1/3) of the shares subject to the New Option Performance Shares shall vest upon the first closing be determined within 90 days of the Company’s Series B financing (“Series B Financing”)date of this Agreement, (ii) 33.33% the second one-third ( 1/3) of the shares subject Performance Shares shall be determined no later than 30 days prior to the New Option shall vest in twenty-four (24) equal monthly installments beginning with the first month following the closing of the Company’s Series B financing (“Series B Time-Based Option”), May 2009 Fiscal Year end and (iii) 25.00% the third and final one-third ( 1/3) of the shares subject to the New Option Performance Shares shall vest on the date immediately be determined no later than 30 days prior to an underwritten initial public offering of the Company’s equity securities (the “IPO”) and (iv) 25.00% of the shares subject to the New Option shall vest in twenty-four (24) equal monthly installments beginning with the first month following the IPO (“IPO Time-Based Option”), in the case of each of (i)–(iv) above, subject to Executive’s Continuous Service (as defined in the Plan) to the Company through each applicable vesting dateMay 2010 Fiscal Year end . For purposes of clarity, to the extent that any such shares subject to the New Option would have vested pursuant to the vesting schedule described above, such shares shall be vested and exercisable as of the applicable date of grant. Notwithstanding the foregoing, if the Company’ undergoes a Change in Control (as defined in the Plan)Additionally, the Executive remains in Continuous Service with Option Agreement shall have the Company through such date, and provided that the Executive signs, returns and allows to become effective the Release other terms as set forth in Section 11, then the unvested portion of the New Option that would have vested pursuant to subclause (i) Exhibit B and (ii) of the immediately preceding sentence shall become 100% vested immediately prior to the Change other reasonable and customary stock option agreement terms not inconsistent with those set forth in Control. Further, if the Executive’s Continuous Service is terminated by the Company without Cause (as defined below) after a Series B Financing or an IPO, but prior to the date on which the Series B Time-Based Option or the IPO Time-Based Option, as applicable, becomes fully vested, then the unvested portion of the Series B Time-Based Option or IPO Time-Based Option, as applicable, shall become fully vested (for example, if Executive’s Continuous Service is terminated without Cause after the Series B Financing but before an IPO, then the unvested portion of the Series B Time-Based Option only will become 100% vested). The New Option will be subject to all of the terms and conditions of the Plan and the Option Agreement to be entered into by the parties pursuant to which it is granted.Exhibit B.

Stock Option Award. (a) As soon as reasonably practicable following the Effective Date, the Company shall recommend to the Board that it grant to Executive, under the Oncorus, Inc. 2016 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”) and his Oncorus, Inc. 2016 Equity Incentive Plan Option Agreement (the “Option Agreement”), an option to purchase 1,038,834 shares of the Company’s common stock (the “New Option”) having an exercise price per share equal to fair market value of the Company’s common stock on the date of grant, as determined by the Board in its sole discretion. The New Option shall be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent permitted by applicable law. Of the New Option (i) 16.66% of the shares subject to the New Option shall vest upon the first closing of the Company’s Series B financing (“Series B Financing”), (ii) 33.33% of the shares subject to the New Option shall vest in twenty-four (24) equal monthly installments beginning with the first month following the closing of the Company’s Series B financing (“Series B Time-Based Option”), (iii) 25.00% of the shares subject to the New Option shall vest on the date immediately prior to an underwritten initial public offering of the Company’s equity securities (the “IPO”) and (iv) 25.00% of the shares subject to the New Option shall vest in twenty-four (24) equal monthly installments beginning with the first month following the IPO (“IPO Time-Based Option”), in the case of each of (i)–(iv) above, subject to Executive’s Continuous Service (as defined in the Plan) to the Company through each applicable vesting date. For purposes of clarity, to the extent that any such shares subject to the New Option would have vested pursuant to the vesting schedule described above, such shares shall be vested and exercisable as of the applicable date of grant. Notwithstanding the foregoing, if the Company’ Company undergoes a Change in Control (as defined in the Plan), the Executive remains in Continuous Service with the Company through such date, and provided that the Executive signs, returns and allows to become effective the Release as set forth in Section 11, then the unvested portion of the New Option that would have vested pursuant to subclause (i) and (ii) of the immediately preceding sentence shall become 100% vested immediately prior to the Change in Control. Further, if in the event that Executive’s Continuous Service with the Company is terminated by the Company without Cause (as defined below) after a Series B Financing or an IPO), but prior and provided that the Executive signs, returns and allows to become effective the date on which the Series B Time-Based Option or the IPO Time-Based Option, Release as applicable, becomes fully vestedset forth in Section 11, then the unvested portion of the Series B Time-Based New Option or IPO Time-Based Option, as applicable, shall be accelerated in full such that 100% of the shares subject to the New Option shall become fully vested (for example, if and exercisable effective upon such termination of the Executive’s Continuous Service is terminated without Cause after the Series B Financing but before an IPO, then the unvested portion of the Series B Time-Based Option only will become 100% vested)Service. The New Option will be subject to all of the terms and conditions of the Plan and the Option Agreement to be entered into by the parties pursuant to which it is granted.”