KARYOPHARM THERAPEUTICS INC. Nonstatutory STOCK OPTION AGREEMENT Granted Under 2022 Inducement Stock Incentive Plan
Exhibit 10.18
KARYOPHARM THERAPEUTICS INC.
Nonstatutory STOCK OPTION AGREEMENT
Granted Under 2022 Inducement Stock Incentive Plan
Karyopharm Therapeutics Inc. (the “Company”) hereby grants the following stock option to the Participant listed below pursuant to the Company’s 2022 Inducement Stock Incentive Plan (the “Plan”). The terms and conditions attached hereto are also a part hereof.
Notice of Grant
Name of optionee (the “Participant”): |
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Date of this option grant: |
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Number of shares of the Company’s Common Stock subject to this option (“Shares”): |
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Option exercise price per Share: |
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Number, if any, of Shares that vest immediately on the grant date: |
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Shares that are subject to vesting schedule: |
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Vesting Start Date: |
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Final Exercise Date: |
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Vesting Schedule:
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All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. |
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
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__________________________ |
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__________________________ |
By:_________________________________
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__________________________ |
Nonstatutory Stock Option Agreement
Granted Under 2022 Inducement Stock Incentive Plan
Incorporated Terms and Conditions
This agreement evidences the grant by the Company, on the grant date (the “Grant Date”) set forth in the Notice of Grant that forms part of this agreement (the “Notice of Grant”) to the Participant of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2022 Inducement Stock Incentive Plan (the “Plan”), the number of Shares set forth in the Notice of Grant of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at the exercise price per Share set forth in the Notice of Grant. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Final Exercise Date set forth in the Notice of Grant (the “Final Exercise Date”).
The option evidenced by this agreement was granted to the Participant pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) as an inducement that is material to the Participant’s entering into employment with the Company.
It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
This option will become exercisable (“vest”) in accordance with the vesting schedule set forth on the cover page of this agreement (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Table shall be rounded down to the nearest whole number of shares of Common Stock (except for the last vesting tranche).
Notwithstanding the foregoing, to the extent that the Participant is a party to an employment agreement or other agreement with the Company that provides vesting terms that differ from the Vesting Schedule, the terms set forth in such employment agreement or other agreement shall prevail.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.
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No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
5. Reporting.
The Participant acknowledges and agrees to comply with all necessary reporting
obligations in the Participant’s jurisdiction in relation to all taxes, social security contributions and any other similar charges which arise in relation to this option.
6. Transfer Restrictions.
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.
7. Participant’s Acknowledgement of Clawback.
The Participant acknowledges that in accepting this award, the Participant agrees to be bound by any clawback policy that the Company has in place or may adopt in the future.
8. Provisions of the Plan.
This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.
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PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2022 Inducement Stock Incentive Plan.
PARTICIPANT:
______________________________________________
Address:_______________________________________
_______________________________________
PARTICIPANT’S SPOUSE (if applicable)*:
______________________________________________
Address:_______________________________________
_______________________________________
* Required for Participants residing in Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas or Wisconsin.
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EXHIBIT A
Stock Option Exercise Notice
Karyopharm Therapeutics Inc.
00 Xxxxx Xxxxxx
2nd Floor
Newton, MA 02459
Dear Sir or Madam:
I am the holder of a Nonstatutory Stock Option granted to me under the Karyopharm Therapeutics Inc. (the “Company”) 2022 Inducement Stock Incentive Plan on ________ for the purchase of ________ shares of Common Stock of the Company at a purchase price of $ ________ per share.
I hereby exercise my option to purchase ________ shares of Common Stock (the “Shares”), for which I have enclosed [cash] [a personal check] in the amount of ________. Please register my stock certificate as follows:
Dated: ________________________________
______________________________________
Signature
Print Name:
Address:
______________________________________
______________________________________
Name and address of persons in whose name the Shares are to be jointly registered (if applicable):
______________________________
______________________________ Tax ID#
Very truly yours,
_____________________________
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