VIRIOS THERAPEUTICS, INC. AMENDED AND RESTATED 2020 Equity INCENTIVE Plan FORM OF STOCK OPTION AGREEMENT
Exhibit 10.6
AMENDED AND RESTATED 2020 Equity INCENTIVE Plan
FORM OF STOCK OPTION AGREEMENT
The Board of Directors of Virios Therapeutics, Inc. (the “Company”) has decided to grant to you an option to purchase shares of the common stock of the Company under the Virios Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan. The terms of the grant are set forth in the Stock Option Grant provided to you (the “Grant”). The following provides a summary of the key terms of the Grant; however, you should read the entire Grant, along with the terms of the Plan, to fully understand the Grant.
SUMMARY OF STOCK OPTION GRANT
Grantee:______________________
Date of Grant: ______________________
Exercisability/Vesting Schedule:As set forth in Section 2 below.
Exercise Price Per Share: | $_____________________ |
Total Number of Shares Granted:______________________
Term/Expiration Date:______________________
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AMENDED AND RESTATE 2020 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
This STOCK OPTION GRANT, dated as of __________ (the “Grant Date”), is delivered by Virios Therapeutics, Inc. (the “Company”) to _____________ (the “Grantee”).
RECITALS
A.The Virios Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Board of Directors of the Company (the “Board”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders.
B.The Board is authorized to appoint a committee to administer the Plan. If a committee is appointed, all references in this Agreement to the “Board” shall be deemed to refer to the committee.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
It is understood and intended that this Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Grantee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Option and further that this Option must be exercised within three months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Grantee disposes (whether by sale, gift, transfer or otherwise) of any such Shares within either of these periods, he or she will notify the Company within 30 days after such disposition. The Grantee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent this Option and any other incentive stock options of the Grantee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable in any year, such options will not qualify as incentive stock options.
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Date/ConditionsShares for Which the Option is Exercisable
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The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.
Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Company shall immediately terminate.
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(c)Any notice to the Company under this Award shall be made in care of the Board at the Company’s main office. All notices under this Award shall be deemed to have been given when hand-delivered, delivered by overnight courier, or mailed first class postage prepaid, and shall be irrevocable once given.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.
By:_______________________________
I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Board shall be final and binding.
Grantee:
Date:
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AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN
OPTION EXERCISE FORM
I, [___________], a participant under the Virios Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”) or a person otherwise entitled to exercise the Option, do hereby exercise the right to purchase ___________ shares of Common Stock, $0.0001 par value, of Virios Therapeutics, Inc. pursuant to the Option granted to me on [ ] under the Plan. Enclosed herewith is $_________, an amount equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form.
Date: | |
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