Common use of Stock Option Award Clause in Contracts

Stock Option Award. 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. As soon as reasonably practicable following the Effective Date, the The Company shall recommend submit to the Company's Board of Directors a recommendation that it grant to Executive, the Employee be awarded 300,000 stock options under the Oncorus, Inc. 2016 Equity Company's 1999 Stock Incentive Plan (the "Stock 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 at an exercise price per share equal to be determined by the Board of Directors, which options shall be either incentive stock options (ISO's) or non-qualified options, or a combination thereof, as determined by the Board of Directors in its sole discretion, provided, however, that the exercise price of said options shall be set at a price no greater than the fair market value of the Company’s 's common stock on as of the grant date of grant, as determined by the Board in its sole discretionaward to the Employee. The New Option vesting of such options shall be an “incentive stock option” within the meaning of Section 422 as follows: one-quarter (1/4) 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 total options granted shall vest on the date immediately prior to an underwritten initial public offering first anniversary of the Company’s equity securities (the “IPO”) Employee's date of hire and (iv) 25.006.25% of the shares remaining options shall vest following completion of each quarterly anniversary thereafter, 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 dateEmployee's continued employment, 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 Company's Stock Incentive Plan. The Employee shall receive a Stock Option Agreement to be entered into following the Board of Director's approval which shall set forth the number of options (both incentive and non-qualified options), the exercise price thereof, the four year vesting schedule and such other terms and conditions as set forth in and governed by the parties pursuant Stock Incentive Plan. If the Board of Directors fail either to which it is grantedaward the full number of such stock options and/or to approve the accelerated vesting provisions of Section 6 within 90 days of Employee's commencement of employment, the Employee may immediately terminate (without prior notice) her employment for "Good Reason."

Stock Option Award. 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.”

Stock Option Award. As soon (a) Effective as reasonably practicable following the Effective Dateof September 11, 2001, 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 Executive will receive a special one-time to time (the “Plan”) and his Oncorus, Inc. 2016 Equity Incentive Plan Option Agreement (the “Option Agreement”), an option award of options to purchase 1,038,834 1,200,000 Carrier1 SA ordinary shares of (it being understood that the Company’s common foregoing number shall be appropriately adjusted to reflect any reverse stock (the “New Option”) having split, stock split, stock dividend or other similar item any time after August 6, 2001). Such stock option grant shall have an exercise price per ordinary share equal of $1.10 (it being understood that the price shall be appropriately adjusted to fair market value reflect any reverse stock split, stock split, stock dividend or other similar item), shall generally have a term of 10 years and, except as otherwise expressly provided herein, shall be granted pursuant to an option agreement in the form attached hereto as Exhibit A. (b) The options provided for in this Clause 4.4 shall vest 25% on the first anniversary of the Company’s common stock Commencement Date and thereafter shall vest in 6 equal semi-annual installments 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 succeeding 6-month anniversaries of the Internal Revenue Code Commencement Date, in each case subject to the Executive's continuous employment through such dates. (c) Notwithstanding the foregoing, if a Change of 1986, as amended Control occurs and the Executive is not offered the position of Chief Executive Officer of the surviving company (the “Code”parent company if such parent company is publicly traded and owns more than 50% of the surviving company) following such Change of Control, the Executive may elect no later than 30 days prior to the maximum extent permitted by applicable law. Of the New Option Change of Control either (i) 16.66% payment of the shares subject to the New Option shall vest upon the first closing of the Company’s Series B financing (“Series B Financing”any unpaid amounts provided for under Clause 4.3(a)(ii), to be - paid promptly following such Change of Control, or (ii) 33.33% vesting effective upon the Change of Control of all of the shares subject remaining unvested options granted pursuant to this Clause 4.4 held by the Executive at such time, provided that the Executive will not be entitled to make this election if, after the announcement of or entering into the transaction that would constitute the Change of Control but prior to the New Option shall vest in twenty-four (24) equal monthly installments beginning with the first month following the closing consummation of the Company’s Series B financing Change of Control, the Appointment has terminated for any reason other than a termination by the Company where no Event of Default has occurred or by the Executive for Good Reason. (“Series B Time-Based Option”), d) If the Appointment is terminated by the Company (iii) 25.00% other than as a result of an Event of Default or as a result of the shares subject Executive's death or Disability) or by the Executive for Good Reason (other than in the circumstances where preceding Clause 4.4(c) applies) , the Executive may elect no later than 30 days prior to the New Option shall vest on the date immediately prior to an underwritten initial public offering of the Company’s equity securities Termination Date (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”)or, in the case of each of (i)–(iv) above, subject to Executive’s Continuous Service (as defined in the Plan) to a termination by the Company through each applicable vesting date. For purposes on summary notice, within 20 days following such Termination Date) either (i) payment of clarityany unpaid amounts provided for under Clause 4.3(a)(ii), to be paid promptly following such termination, or (ii) vesting effective upon the extent Termination Date of that any such shares subject number of options granted pursuant to the New Option this Clause 4.4 that would have vested pursuant to within the vesting schedule described above12 months following such termination, 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), each case assuming the Executive remains in Continuous Service had remained employed with the Company through such date, and provided that . (e) If 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 makes an election pursuant to subclause (iClause 4.4(c) or 4.4(d) for options to vest instead of receiving unpaid amounts under Clause 4.3(a)(ii), the Letter of Credit may be cancelled and (ii) any remaining amounts in escrow or otherwise supporting such Letter of the immediately preceding sentence Credit shall become 100% vested immediately prior be paid over to the Change Company. If, pursuant to Clause 4.4(c) or 4.4(d), the Executive draws down remaining amounts under the Letter of Credit such action shall be deemed an irrevocable election with respect thereto (in Control. Furtherlieu of vesting of options). (f) Coincident herewith, if the Executive’s Continuous Service is terminated Executive and the other parties thereto shall enter into a Stockholders Agreement that will provide for certain registration rights and the right (and obligation) to participate in sales by the Company without Cause (as defined below) after a Series B Financing or an IPOcertain shareholders of Carrier1 SA, 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 in each case subject to all of the terms and conditions of set forth therein, substantially in the Plan and the Option Agreement to be entered into by the parties pursuant to which it is granted.form attached as Exhibit A.

Stock Option Award. As soon as reasonably practicable following the Effective Date, the Company shall recommend Subject to adoption by the Board that it grant to Executive, under and approval by the Oncorus, Inc. 2016 Equity REIT’s stockholders of the Incentive Plan, as of the same may be amended from time Pricing Date, the REIT agrees to time grant to you in your capacity as an employee of the REIT or any “subsidiary corporation” thereof (within the meaning of Section 424(f) of the Code), and you agree to accept, a stock option to purchase that number of shares of the REIT’s common stock which is equal to ten percent (10%) of the Management Options Pool (as defined below) (the “Plan”) and his Oncorus, Inc. 2016 Equity Incentive Plan Option Agreement (the “Option AgreementStock Option”), 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 Stock Option shall be granted to you as an “incentive stock option” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (Code) under the “Code”) Incentive Plan at an exercise price per share equal to the maximum extent permitted by applicable lawinitial public offering price of a share of the REIT’s common stock. Of Subject to your continued employment with the New Company, the Stock Option shall vest and become exercisable with respect to twenty-five percent (i25%) 16.66% of the shares subject to thereto on each of the New first four anniversaries of the date of grant, provided that the Stock 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 become fully vested and exercisable as in the event of the applicable date of grant. Notwithstanding the foregoing, if the Company’ undergoes a Change in Control (as defined in the Incentive Plan), the Executive remains in Continuous Service . Consistent with the Company through such dateforegoing, 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 Stock Option Agreement shall be set forth in a stock option agreement to be entered into by the parties pursuant Company and you which shall evidence the grant of the Stock Option (the “Stock Option Agreement”). For purposes of this letter, “Management Options Pool” shall mean that number of shares which is equal to which it is grantedone and one-half percent (1.5%) of the total number of shares of the REIT’s common stock expected to be outstanding (on a fully diluted basis) upon the closing of the IPO, as set forth in the Preliminary Prospectus.

Stock Option Award. 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.