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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 10, 2024
EDGEWISE THERAPEUTICS, INC.
(Exact name of Registrant as specified in its
charter)
Delaware |
|
001-40236 |
|
82-1725586 |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification Number) |
1715
38th St.
Boulder,
CO 80301
(Address of principal executive office) (Zip Code)
(720)
262-7002
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, Par Value $0.0001 Per Share |
|
EWTX |
|
The
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 10, 2024, the
Board of Directors of Edgewise Therapeutics, Inc. (the “Company”) adopted the Edgewise Therapeutics, Inc. 2024 Inducement
Equity Incentive Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, reserved 2,000,000
shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan.
The Inducement Plan was adopted without stockholder
approval pursuant to the applicable The Nasdaq Stock Market LLC’s (“Nasdaq”) Listing Rules. The Inducement Plan provides
for the grant of equity-based awards, including nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock
units, and performance awards, and its terms are substantially similar to the Edgewise Therapeutics, Inc. 2021 Equity Incentive Plan
(the “2021 Plan”), including with respect to treatment of equity awards in the event of a “merger” or “change
in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement
award exception or to comply with the Nasdaq acquisition and merger exception.
In accordance with the Nasdaq Listing Rules,
awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or
following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’
entry into employment with the Company, or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition.
A
copy of the Inducement Plan and related form agreements under the Inducement Plan are attached as Exhibit 10.1 hereto and incorporated
by reference herein. The above description of the Inducement Plan does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
EDGEWISE THERAPEUTICS, INC. |
|
|
|
Date:
August 12, 2024 |
By: |
/s/
R. Michael Carruthers |
|
|
R.
Michael Carruthers |
|
|
Chief
Financial Officer |
Exhibit 10.1
EDGEWISE THERAPEUTICS, INC.
2024 INDUCEMENT EQUITY INCENTIVE PLAN
1. Purpose
of the Plan; Award Types.
1.1 Purpose
of the Plan. The purpose of this Plan is to attract and retain the best available personnel for positions of substantial responsibility
by providing an inducement material to individuals entering into employment with the Company or any Parent or Subsidiary of the Company.
1.2 Award
Types. The Plan permits the grant of Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units
and Performance Awards. Each Award under the Plan is intended to qualify as an employment inducement grant under Nasdaq Listing Rule 5635(c)(4) and
the official regulations thereunder (together, the “Inducement Listing Rule”) or to qualify under the exception relating
to plans or arrangements relating to an acquisition or merger under Nasdaq Listing Rule 5635(c)(3) and the official guidance
thereunder.
2. Definitions.
As used herein, the following definitions will apply:
2.1 “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
2.2 “Applicable
Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not
limited to the related issuance of shares of Common Stock, including but not limited to, under U.S. federal and state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.
2.3 “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, or Performance Awards.
2.4 “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted
under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
2.5 “Board”
means the Board of Directors of the Company.
2.6 “Change
in Control” means the occurrence of any of the following events:
(a) Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than
one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock
held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided,
however, that for purposes of this subsection (a), the acquisition of additional stock by any one Person, who is considered to own
more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control;
provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that
is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before
such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their
ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership
of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company,
such event will not be considered a Change in Control under this subsection (a). For this purpose, indirect beneficial ownership will
include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business
entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business
entities; or
(b) Change
in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of
members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (b), if any Person
is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will
not be considered a Change in Control; or
(c)
Change in Ownership of a Substantial Portion of the Company’s Assets.
A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or
has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets
from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market
value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes
of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets:
(i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a
transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange
for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power
of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or
more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of
the total value or voting power of which is owned, directly or indirectly, by a Person described in subsection (c)(ii)(C) of this
Section 2.6. For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value
of the assets being disposed of, determined without regard to any liabilities associated with such assets.
For purposes of this Section 2.6,
persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase
or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Code Section 409A.
Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s
incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction.
2.7 “Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include
such section or regulation, any valid regulation or other formal guidance of general or direct applicability promulgated under such section,
and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
2.8 “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee
of the Board, in accordance with Section 4 hereof.
2.9 “Common
Stock” means the common stock of the Company.
2.10 “Company”
means Edgewise Therapeutics, Inc., a Delaware corporation, or any successor thereto.
2.11 “Consultant”
means any natural person, including an advisor, engaged by the Company or any of its Parent or Subsidiaries to render bona fide services
to such entity, provided the services (a) are not in connection with the offer or sale of securities in a capital-raising transaction,
and (b) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8
promulgated under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance of
Shares may be registered under Form S-8 promulgated under the Securities Act.
2.12 “Director”
means a member of the Board.
2.13 “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that the Administrator in its discretion may
determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the
Administrator from time to time.
2.14 “Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service
as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
However, for the avoidance of doubt, although a person who is an Employee also may be a Director, a person who already is serving as
a Director prior to becoming an Employee will not be eligible to be granted an Award under the Plan unless permitted under the Inducement
Listing Rule. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has
ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be.
For purposes of an individual’s rights, if any, under the Plan as of the time the Company’s determination, all such determinations
by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently
makes a contrary determination.
2.15 “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
2.16 “Exchange
Program” means a program under which (a) outstanding Awards are surrendered or cancelled in exchange for awards of the
same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (b) Participants
would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator,
and/or (c) the exercise price of an outstanding Award is reduced or increased. The Administrator may not institute an Exchange Program.
2.17 “Fair
Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined
as follows:
(a) If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock
Exchange or the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair
Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable,
on the last Trading Day such closing sales price was reported) as quoted on such exchange or system on the date of determination, as
reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(b) If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of
a Share will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no bids
and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The
Wall Street Journal or such other source as the Administrator deems reliable; or
(c) In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.
2.18 “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option
within the meaning of Code Section 422 and the regulations promulgated thereunder.
2.19 “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
2.20 “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
2.21 “Option”
means a stock option granted pursuant to the Plan, provided that all Options granted under the Plan will be Nonstatutory Stock Options.
2.22 “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
2.23 “Participant”
means the holder of an outstanding Award.
2.24 “Performance
Awards” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria
as the Administrator may determine and which may be cash- or stock-denominated and may be settled for cash, Shares or other securities
or a combination of the foregoing under Section 10.
2.25 “Performance
Period” means Performance Period as defined in Section 10.1.
2.26 “Period
of Restriction” means the period (if any) during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the
achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.
2.27 “Plan”
means this 2024 Inducement Equity Incentive Plan.
2.28 “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant to
the early exercise of an Option.
2.29 “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
2.30 “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect
to the Plan.
2.31 “Section 16(b)”
means Section 16(b) of the Exchange Act.
2.32 “Section 409A”
means Code Section 409A and the U.S. Treasury Regulations and guidance thereunder, and any applicable state law equivalent, as each
may be promulgated, amended or modified from time to time.
2.33 “Securities
Act” means the U.S. Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.
2.34 “Service
Provider” means an Employee, Director or Consultant.
2.35 “Share”
means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
2.36 “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated
as a Stock Appreciation Right.
2.37 “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).
2.38 “Trading
Day” means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon which
the Common Stock is listed (or otherwise trades regularly, as determined by the Administrator, in its sole discretion) is open for trading.
2.39 “U.S.
Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of
the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision
of any future legislation or regulation amending, supplementing or superseding such Section or regulation.
3. Stock Subject to the Plan.
3.1
Stock Subject to the Plan. Subject to adjustment upon changes in capitalization of the Company as provided in Section 14,
the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan will be equal to 2,000,000 Shares. In addition,
Shares may become available for issuance under Section 3.2. The Shares may be authorized but unissued, or reacquired Common Stock.
3.2 Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full or, with respect to Restricted Stock,
Restricted Stock Units, or Performance Awards, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased
Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto
will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights,
only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under
Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that
have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution
under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance
Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for
future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings related
to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash
rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.
3.3 Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.
4. Administration
of the Plan.
4.1
Procedure.
4.1.1 Multiple
Administrative Bodies. Different Committees with respect to different groups of Employees or Participants may administer the Plan.
4.1.2 Rule 16b-3.
To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will
be structured to satisfy the requirements for exemption under Rule 16b-3.
4.1.3 Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which
Committee will be constituted to comply with Applicable Laws. Until and unless determined otherwise by the Board, the Compensation Committee
of the Board will have full authority to act as Administrator.
4.1.4 Approval.
Awards granted under the Plan must be approved by a majority of the Company’s “Independent Directors” (as defined under
the Nasdaq Listing Rules) or the Compensation Committee of the Board, in each case acting as the Administrator.
4.2 Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:
(a) to
determine the Fair Market Value;
(b) to
select the individuals to whom Awards may be granted hereunder, subject to Section 5 (which Awards will be intended as a material
inducement to the individual becoming an Employee or will otherwise be permitted under Nasdaq Listing Rule 5635(c) and the
official guidance thereunder);
(c) to
determine the number of Shares to be covered by each Award granted hereunder;
(d) to
approve forms of Award Agreements for use under the Plan;
(e) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto (including but not limited to, temporarily suspending the exercisability of an Award if the Administrator deems
such suspension to be necessary or appropriate for administrative purposes or to comply with Applicable Laws, provided that such suspension
must be lifted prior to the expiration of the maximum term and post-termination exercisability period of an Award), based in each case
on such factors as the Administrator will determine;
(f) to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(g) to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S.
laws;
(h) to
modify or amend each Award (subject to Section 19.2), including but not limited to the discretionary authority to extend the post-termination
exercisability period of Awards and to extend the maximum term of an Option or Stock Appreciation Right (subject to Sections 6.4 and
7.5);
(i) to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 15;
(j) to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by
the Administrator;
(k) to
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant
under an Award; and
(l) to
make all other determinations deemed necessary or advisable for administering the Plan.
4.3 No
Exchange Program. Notwithstanding anything herein to the contrary, the Administrator may not institute an Exchange Program.
4.4 Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding
on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws.
5. Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Awards may be granted
to Employees, so long as the following requirements are met:
(a) the
Employee was not previously an Employee or Director, or the Employee is to become employed by the Company or any of its Parents or Subsidiaries
following a bona fide period of non-employment (within the meaning of the Inducement Listing Rule); and
(b) the
grant of an Award is an inducement material to the Employee’s entering into employment with the Company or any of its Parents or
Subsidiaries in accordance with the Inducement Listing Rule.
Notwithstanding the foregoing,
an Employee may be granted an Award in connection with a merger or acquisition to the extent permitted by Nasdaq Listing Rule 5635(c)(3) and
the official guidance thereunder.
6. Stock
Options.
6.1 Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options
to any individual as a material inducement to the individual becoming an Employee or as otherwise permitted under Section 5 in connection
with a merger or acquisition, which grant, in each case, shall become effective only if the individual actually becomes an Employee.
Subject to this Section 6 and other terms and conditions of the Plan, the Administrator will have complete discretion to determine
the number of Shares covered by an Option granted to any Employee. Each Option shall be evidenced by an Award Agreement (which may be
in electronic form) that shall specify the exercise price, the expiration date of the Option, the number of Shares covered by the Option,
any conditions to exercise the Option, and such other terms and conditions as the Administrator, in its discretion, shall determine.
6.2 Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the
Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms
and conditions as the Administrator, in its sole discretion, will determine.
6.3 Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than ten
(10) years from the date of grant thereof.
6.4 Option
Exercise Price and Consideration.
6.4.1 Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator,
but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing
provisions of this Section 6.4.1, Options may be granted with a per Share exercise price of less than one hundred percent (100%)
of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code
Section 424(a).
6.4.2 Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the Option may be exercised.
6.4.3
Form of Consideration. The Administrator will determine the acceptable form of consideration
for exercising an Option, including the method of payment. Such consideration may consist entirely of: (a) cash (including cash
equivalents); (b) check; (c) promissory note, to the extent permitted by Applicable Laws, (d) other Shares, provided that
such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option
will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company,
as the Administrator determines in its sole discretion; (e) 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; (f) by net exercise; (g) such
other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (h) any combination
of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider
if acceptance of such consideration may be reasonably expected to benefit the Company.
6.5 Exercise
of Option.
6.5.1 Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised
for a fraction of a Share.
An Option
will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Administrator may specify from time
to time) from the person entitled to exercise the Option, and (b) full payment for the Shares with respect to which the Option is
exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the
name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are
issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 14 of the Plan.
Exercising an Option
in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.
6.5.2 Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option, to the extent
that the Option is vested on the date of termination, within three (3) months of termination, or such shorter or longer period of
time, as is specified in the Award Agreement or in writing by the Administrator, in each case, in no event later than the expiration
of the term of such Option as set forth in the Award Agreement. Unless otherwise provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to
the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the
Option will terminate, and the Shares covered by such Option will revert to the Plan.
6.5.3 Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within twelve (12) months of termination, or such longer or shorter period of time as is specified in
the Award Agreement or in writing by the Administrator (but in no event later than the expiration of the term of such Option as set forth
in the Award Agreement) to the extent the Option is vested on the date of termination. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified
herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
6.5.4 Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within twelve (12) months following the
Participant’s death, or within such longer or shorter period of time as is specified in the Award Agreement or in writing by the
Administrator (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent
that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been
designated prior to the Participant’s death in a form (if any) acceptable to the Administrator. If no such beneficiary has been
designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or
by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent
and distribution (each, a “Legal Representative”). If the Option is exercised pursuant to this Section 6.5.4,
Participant’s designated beneficiary or Legal Representative shall be subject to the terms of this Plan and the Award Agreement,
including but not limited to the restrictions on transferability and forfeitability applicable to the Service Provider. Unless otherwise
provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein,
the Option will terminate, and the Shares covered by such Option will revert to the Plan.
6.5.5 Tolling
Expiration. A Participant’s Award Agreement may also provide that:
(a) if
the exercise of the Option following the cessation of Participant’s status as a Service Provider (other than upon the Participant’s
death or Disability) would result in liability under Section 16(b), then the Option will terminate on the earlier of (i) the
expiration of the term of the Option set forth in the Award Agreement, or (ii) the tenth (10th) day after the last date
on which such exercise would result in liability under Section 16(b); or
(b) if
the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon the Participant’s
death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements
under the Securities Act, then the Option will terminate on the earlier of (i) the expiration of the term of the Option or (ii) the
expiration of a period of thirty (30) days after the cessation of the Participant’s status as a Service Provider during which the
exercise of the Option would not be in violation of such registration requirements.
7. Stock
Appreciation Rights.
7.1 Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service
Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.
7.2 Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation
Rights.
7.3 Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon
exercise of a Stock Appreciation Right as set forth in Section 7.6 will be determined by the Administrator and will be no less than
one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions
of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.
7.4 Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise
price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.
7.5 Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,
in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6.3 relating
to the maximum term and Section 6.4 relating to exercise price also will apply to Stock Appreciation Rights.
7.6 Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment
from the Company in an amount determined by multiplying:
(a) The
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times
(b) The
number of Shares with respect to which the Stock Appreciation Right is exercised.
At the discretion of the
Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.
8. Restricted
Stock.
8.1 Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
8.2 Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction
(if any), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions
on such Shares have lapsed.
8.3 Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.
8.4 Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may
deem advisable or appropriate.
8.5 Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such
other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions
will lapse or be removed.
8.6 Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares, unless the Administrator determines otherwise.
8.7 Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any
such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid.
8.8 Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant under the Plan.
9. Restricted
Stock Units.
9.1 Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines
that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions
related to the grant, including the number of Restricted Stock Units.
9.2 Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which
the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator
may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not
limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator
in its discretion.
9.3 Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined
by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its
sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
9.4 Form and
Timing of Payment. Payment of earned Restricted Stock Units will be made at the time(s) determined by the Administrator and
set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares,
or a combination of both.
9.5 Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.
10. Performance
Awards.
10.1 Award
Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify any time period during which any performance
objectives or other vesting provisions will be measured (“Performance Period”), and such other terms and conditions
as the Administrator determines. Each Performance Award will have an initial value that is determined by the Administrator on or before
its date of grant.
10.2 Objectives
or Vesting Provisions and Other Terms. The Administrator will set any objectives or vesting provisions that, depending on the extent
to which any such objectives or vesting provisions are met, will determine the value of the payout for the Performance Awards. The Administrator
may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not
limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the
Administrator in its discretion.
10.3 Earning
Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to receive
a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator, in its discretion, may reduce
or waive any performance objectives or other vesting provisions for such Performance Award.
10.4 Form and
Timing of Payment. Payment of earned Performance Awards will be made at the time(s) determined by the Administrator and set
forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Performance Awards in cash, Shares, or a combination
of both.
10.5 Cancellation
of Performance Awards. On the date set forth in the Award Agreement, all unearned or unvested Performance Awards will be forfeited
to the Company, and again will be available for grant under the Plan.
11. Compliance
With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of,
or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Award Agreement under the Plan is intended to be exempt from or meet the requirements of Section 409A and
will be construed and interpreted in accordance with such intent (including with respect to any ambiguities or ambiguous terms), except
as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral
thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements
of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable
under Section 409A. In no event will the Company or any of its Parent or Subsidiaries have any responsibility, liability, or obligation
to reimburse, indemnify, or hold harmless a Participant (or any other person) in respect of Awards, for any taxes, penalties or interest
that may be imposed on, or other costs incurred by, Participant (or any other person) as a result of Section 409A.
12. Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting
of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the
case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company,
its Parent, or any of its Subsidiaries.
13. Limited
Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent and distribution (which, for purposes of clarification,
shall be deemed to include through a beneficiary designation if available in accordance with Section 6.5), and may be exercised,
during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain
such additional terms and conditions as the Administrator deems appropriate.
14. Adjustments;
Dissolution or Liquidation; Merger or Change in Control.
14.1 Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares
occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of stock
that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and numerical
Share limits in Section 3.
14.2 Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised,
an Award will terminate immediately prior to the consummation of such proposed action.
14.3 Merger
or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control,
each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without
a Participant’s consent, including, without limitation, that (a) Awards will be assumed, or substantially equivalent awards
will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number
and kind of shares and prices; (b) upon written notice to a Participant, that the Participant’s Awards will terminate upon
or immediately prior to the consummation of such merger or Change in Control; (c) outstanding Awards will vest and become exercisable,
realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such
merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness
of such merger or Change in Control; (d) (i) the termination of an Award in exchange for an amount of cash and/or property,
if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights
as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction
the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of
the Participant’s rights, then such Award may be terminated by the Company without payment), or (ii) the replacement of such
Award with other rights or property selected by the Administrator in its sole discretion; or (e) any combination of the foregoing.
In taking any of the actions permitted under this Section 14.3, the Administrator will not be obligated to treat all Awards, all
Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly.
In the event that the
successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the
right to exercise his or her outstanding Options and Stock Appreciation Rights (or portions thereof) not assumed or substituted for,
including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted
Stock Units, and Performance Awards (or portions thereof) not assumed or substituted for will lapse, and, with respect to Awards with
performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will
be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically
provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of
its Subsidiaries or Parents, as applicable. In addition, unless specifically provided otherwise under the applicable Award Agreement
or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if an Option
or Stock Appreciation Right (or portion thereof) is not assumed or substituted in the event of a merger or Change in Control, the Administrator
will notify the Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will
be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right
(or its applicable portion) will terminate upon the expiration of such period.
For
the purposes of this Section 14.3 below, an Award will be considered assumed if, following the merger or Change in Control, the
Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control,
the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders
of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator
may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock
Appreciation Right or upon the payout of a Restricted Stock Unit or Performance Award, for each Share subject to such Award, to be solely
common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders
of Common Stock in the merger or Change in Control.
Notwithstanding anything
in this Section 14.3 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance
goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s
consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between
the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification to such performance
goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an
otherwise valid Award assumption.
Notwithstanding anything
in this Section 14.3 to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or
paid-out under an Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement
(or other agreement related to the Award, as applicable) does not comply with the definition of “change in control” for purposes
of a distribution under Section 409A, then any payment of an amount that is otherwise accelerated under this Section 14.3 will
be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable
under Section 409A.
15. Tax
Withholding.
15.1 Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any
tax withholdings are due, the Company (or any of its Parent, Subsidiaries, or affiliates employing or retaining the services of a Participant,
as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit to the Company (or any of its
Parent, Subsidiaries, or affiliates, as applicable) or a relevant tax authority, an amount sufficient to satisfy U.S. federal, state,
local, non-U.S., and other taxes (including the Participant’s FICA obligation) required to be withheld or paid with respect to
such Award (or exercise thereof).
15.2 Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit a Participant to satisfy such tax liability or withholding obligation, in whole or in part by such methods as the Administrator
shall determine, including, without limitation, (a) paying cash, (b) electing to have the Company withhold otherwise deliverable
cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the
Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole
discretion, (c) delivering to the Company already-owned Shares having a fair market value equal to the statutory amount required
to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not
result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (d) selling a sufficient
number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion
(whether through a broker or otherwise) equal to the amount required to be withheld or paid, (e) such other consideration and method
of payment for the meeting of tax liabilities or withholding obligations as the Administrator may determine to the extent permitted by
Applicable Laws, or (f) any combination of the foregoing methods of payment. The amount of the withholding requirement will be deemed
to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined
by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the
date that the amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such amount
would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the
Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.
16. No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor will they
interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable, to
terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
17. Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant
within a reasonable time after the date of such grant.
18. Term
of Plan. The Plan will become effective upon its adoption by the Board. The Plan will continue in effect for ten (10) years
from the date the Plan is adopted by the Board, unless terminated earlier under Section 19.
19. Amendment
and Termination of the Plan.
19.1 Amendment
and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.
19.2 Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the rights of
any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the
powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
20. Conditions
Upon Issuance of Shares.
20.1 Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with
respect to such compliance.
20.2 Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
21. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete
or comply with the requirements of any registration or other qualification of the Shares under any U.S. state or federal law or non-U.S.
law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same
class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance
is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve
the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration,
qualification or rule compliance will not have been obtained.
22. Forfeiture
Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect
to an Award will be subject to the reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence
of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any
provisions to the contrary under this Plan, an Award shall be subject to the Company’s clawback policy as may be established and/or
amended from time to time to comply with Applicable Laws (including without limitation pursuant to the listing standards of any national
securities exchange or association on which the Company’s securities are listed or as may be required by the Dodd-Frank Wall Street
Reform and Consumer Protection Act) (the “Clawback Policy”). The Administrator may require a Participant to forfeit,
return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy
or as necessary or appropriate to comply with Applicable Laws. Unless this Section 22 specifically is mentioned and waived in an
Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers
or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar
term) under any agreement with the Company or any Parent or Subsidiary of the Company.
* * *
EDGEWISE THERAPEUTICS, INC.
2024 INDUCEMENT EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
NOTICE OF STOCK OPTION GRANT
Unless otherwise defined
herein, the terms defined in the Edgewise Therapeutics, Inc. 2024 Inducement Equity Incentive Plan (the “Plan”)
shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice
of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice,
attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option
Agreement”).
Participant Name:
Address:
The undersigned Participant
has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement,
as follows:
Grant Number: |
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Date of Grant: |
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Vesting Commencement Date: |
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Exercise Price per Share: |
$ |
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Total Number of Shares Granted: |
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Total Exercise Price: |
$ |
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Type of Option: |
Nonstatutory Stock Option |
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Term/Expiration Date: |
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Vesting Schedule: |
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Subject to any acceleration
provisions contained in the Plan, this Option Agreement or any other written agreement between Participant and the Company (or any Parent
or Subsidiary of the Company, as applicable) governing the terms of this Option, this Option shall vest and be exercisable, in whole
or in part, according to the following vesting schedule:
[Insert vesting schedule,
e.g.: Twenty-five percent (25%) of the Total Number of Shares Granted under the Option shall be scheduled to vest on the one (1) year
anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the Total Number of Shares Granted under the
Option shall be scheduled to vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is
no corresponding day in a particular month, on the last day of the month), subject to Participant continuing to be a Service Provider
through each such date.]
Termination Period:
This Option shall be exercisable,
to the extent vested, for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Option shall be exercisable, to the extent vested, for twelve (12) months
after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after
the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 14 of the
Plan.
By Participant’s signature
and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant,
attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices
and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant
has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of the Plan and the Option Agreement. Participant hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this
Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated
below.
PARTICIPANT |
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EDGEWISE THERAPEUTICS, INC. |
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Signature |
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Signature |
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EXHIBIT A
EDGEWISE THERAPEUTICS, INC.
2024 INDUCEMENT EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
TERMS AND CONDITIONS OF STOCK OPTION GRANT
1. Grant
of Option.
(a) The
Company hereby grants to the individual (“Participant”) named in the Notice of Stock Option Grant of this Option Agreement
(the “Notice of Grant”), an option (the “Option”) to purchase the number of Shares set forth in
the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject
to all of the terms and conditions in this Option Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19
of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions
of the Plan shall prevail.
(b) The
Option will be designated as a Nonstatutory Stock Option (“NSO”).
2. Vesting
Schedule. Except as provided in Section 3, the Option awarded by this Option Agreement will vest in accordance with the vesting
provisions set forth in the Notice of Grant. Unless specifically provided otherwise in this Option Agreement or other written agreement
between Participant and the Company or any Parent or Subsidiary of the Company, as applicable, Shares subject to this Option that are
scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions
of this Option Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such
vesting occurs.
3. Administrator
Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested
as of the date specified by the Administrator.
4. Exercise
of Option.
(a) Right
to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant
and with the applicable provisions of the Plan and this Option Agreement.
(b) Method
of Exercise. This Option shall be exercisable by delivery of an exercise notice (the “Exercise Notice”) in the
form attached as Exhibit B to the Notice of Grant or in a manner and pursuant to such procedures as the Administrator may
determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised
(the “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise
Notice shall be completed by Participant and delivered to the Company, accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares, together with any applicable Tax Obligations (as defined below). This Option shall be deemed to be exercised upon receipt
by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable Tax Obligations.
No Shares shall be issued
pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect
to such Shares.
5. Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of
Participant:
(a) cash;
(b) check;
(c) consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or
(d) if
Participant is a U.S. employee, surrender of other Shares which (i) shall be valued at its fair market value on the date of surrender,
and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the
sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company.
A non-U.S. resident’s
methods of exercise may be restricted by the terms and conditions of any appendix to this Agreement for Participant’s country (including
the Country Addendum, as defined below).
6. Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Participant only by Participant.
7. Term
of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term
only in accordance with the Plan and the terms of this Option Agreement.
8. Tax
Obligations.
(a) Responsibility
for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer
or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate
liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without
limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations)
that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s participation
in the Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service Recipient,
the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or
sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear,
with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”),
is and remains Participant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s).
Participant further acknowledges that no Service Recipient (A) makes any representations or undertakings regarding the treatment
of any Tax Obligations in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of
the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions,
and (B) makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Option to reduce
or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject
to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event,
as applicable, Participant acknowledges that the applicable Service Recipient(s) (or former employer, as applicable) may be required
to withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for
the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees
that the Company may refuse to issue or deliver the Shares.
(b) Tax
Withholding. Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will
withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant
to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without
limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise
deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such
Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not
result in adverse financial accounting consequences), (iii) having the amount of such Tax Obligations withheld from Participant’s
wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares
that Participant owns and that have vested with a fair market value equal to such Tax Obligations, or (v) selling a sufficient number
of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through
a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or
such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial
accounting consequences). To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the
right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant.
(c) Section 409A.
Under Section 409A, a stock right (such as the Option) that vests after December 31, 2004 (or that vested on or prior to
such date but which was materially modified after October 3, 2004), that was granted with a per share exercise price that is determined
by the Internal Revenue Service (the “IRS”) to be less than the fair market value of an underlying share on the date
of grant (a “discount option”) may be considered “deferred compensation.” A stock right that is a “discount
option” may result in (i) income recognition by the recipient of the stock right prior to the exercise of the stock right,
(ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount
option” may also result in additional state income, penalty and interest tax to the recipient of the stock right. Participant acknowledges
that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds
the fair market value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the
Option was granted with a per Share exercise price that was less than the fair market value of a Share on the date of grant, Participant
shall be solely responsible for Participant’s costs related to such a determination. In no event will the Company or any of its
Parent or Subsidiaries have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless Participant (or any
other person) in respect of this Option or any other Awards, for any taxes, penalties or interest that may be imposed on, or other costs
incurred by, Participant (or any other person) as a result of Section 409A.
9. Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares
(which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery,
Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.
10. Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest
except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws
but not the choice of law rules of the State of Colorado.
11. No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAWS IS AT THE WILL OF THE COMPANY
(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER
FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF
THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION, UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH
OR WITHOUT CAUSE.
12. Nature
of Grant. In accepting the Option, Participant acknowledges, understands and agrees that:
(a) the
grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options,
or benefits in lieu of options, even if options have been granted in the past;
(b) all
decisions with respect to future option or other grants, if any, will be at the sole discretion of the Administrator;
(c) Participant
is voluntarily participating in the Plan;
(d) the
Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;
(e) the
Option and Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes
of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards,
pension or retirement or welfare benefits or similar payments;
(f) the
future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;
(g) if
the underlying Shares do not increase in value, the Option will have no value;
(h) if
Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise
Price;
(i) for
purposes of the Option, Participant’s status as a Service Provider will be considered terminated as of the date Participant is
no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether
or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms
of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including
by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s
right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g.,
Participant’s period of service would not include any contractual notice period or any period of “garden leave” or
similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s
employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period
(if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider
will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under
employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator
shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option
grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with
local law);
(j) unless
otherwise provided in the Plan or by the Administrator in its discretion, the Option and the benefits evidenced by this Option Agreement
do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor be exchanged,
cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(k) the
following provisions apply only if Participant is providing services outside the United States:
(i) the
Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose;
(ii) Participant
acknowledges and agrees that no Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant’s
local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to
the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and
(iii) no
claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Participant’s
status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in
the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any),
and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never
to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases each Service
Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then,
by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any
and all documents necessary to request dismissal or withdrawal of such claim.
13. No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the Option.
Participant is hereby advised to consult with his or her own personal tax, legal and financial advisers regarding his or her participation
in the Plan before taking any action related to the Plan.
14. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of Participant’s personal data as described in this Option Agreement and any other Option grant materials by and among,
as applicable, the Service Recipients for the exclusive purpose of implementing, administering and managing Participant’s participation
in the Plan.
Participant understands
that the Company and the Service Recipient may hold certain personal information about Participant, including, but not limited to, Participant’s
name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality,
job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled,
exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing,
administering and managing the Plan.
Participant understands
that Data may be transferred to a stock plan service provider, as may be selected by the Company in the future, assisting the Company
with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located
in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data
privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United States,
he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human
resources representative. Participant authorizes the Company, any stock plan service provider selected by the Company and any other possible
recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing
his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer
and manage Participant’s participation in the Plan. Participant understands if he or she resides outside the United States, he
or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments
to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources
representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant
does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a Service Provider and career with
the Service Recipient will not be adversely affected. The only adverse consequence of refusing or withdrawing Participant’s consent
is that the Company would not be able to grant Participant Options or other equity awards or administer or maintain such awards. Therefore,
Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the
Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands
that he or she may contact his or her local human resources representative.
15. Address
for Notices. Any notice to be given to the Company under the terms of this Option Agreement will be addressed to the Company at Edgewise
Therapeutics, Inc., 1715 38th St., Boulder, Colorado 80301, or at such other address as the Company may hereafter designate in writing.
16. Successors
and Assigns. The Company may assign any of its rights under this Option Agreement to single or multiple assignees, and this Option
Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restriction on transfer herein set
forth, this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant. The rights
and obligations of Participant under this Option Agreement may be assigned only with the prior written consent of the Company.
17. Additional
Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification
or rule compliance of the Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code and related
regulations or under the rulings or regulations of the U.S. Securities and Exchange Commission or any other governmental regulatory body
or the clearance, consent or approval of the U.S. Securities and Exchange Commission or any other governmental regulatory authority is
necessary or desirable as a condition to the exercise of the Options or the purchase by, or issuance of Shares, to Participant (or his
or her estate) hereunder, such exercise, purchase or issuance will not occur unless and until such listing, registration, qualification,
rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable
to the Company. Subject to the terms of the Option Agreement and the Plan, the Company will not be required to issue any certificate
or certificates for (or make any entry on the books of the Company or of a duly authorized transfer agent of the Company of) the Shares
hereunder prior to the lapse of such reasonable period of time following the date of exercise of the Option as the Administrator may
establish from time to time for reasons of administrative convenience.
18. Language.
If Participant has received this Option Agreement or any other document related to the Plan translated into a language other than English
and if the meaning of the translated version is different than the English version, the English version will control.
19. Interpretation.
The Administrator will have the power to interpret the Plan and this Option Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken and all interpretations
and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested
persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or this Option Agreement.
20. Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Option awarded under
the Plan or future options that may be awarded under the Plan by electronic means or require Participant to participate in the Plan by
electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan
through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.
21. Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Option Agreement.
22. Option
Agreement Severable. In the event that any provision in this Option Agreement will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Option Agreement.
23. Amendment,
Suspension or Termination of the Plan. By accepting this Option, Participant expressly warrants that he or she has received an Option
under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary
in nature and may be amended, suspended or terminated by the Administrator at any time.
24. Country
Addendum. Notwithstanding any provisions in this Option Agreement, this Option shall be subject to any special terms and conditions
set forth in an appendix (if any) to this Option Agreement for any country whose laws are applicable to Participant and this Option (as
determined by the Administrator in its sole discretion) (the “Country Addendum”). Moreover, if Participant relocates
to one of the countries included in the Country Addendum (if any), the special terms and conditions for such country will apply to Participant,
to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative
reasons. The Country Addendum (if any) constitutes a part of this Option Agreement.
25. Modifications
to the Option Agreement. This Option Agreement constitutes the entire understanding of the parties on the subjects covered. Participant
expressly warrants that he or she is not accepting this Option Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Option Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Option Agreement,
the Company reserves the right to revise this Option Agreement as it deems necessary or advisable, in its sole discretion and without
the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition
under Section 409A of the Code in connection with the Option.
26. No
Waiver. Either party’s failure to enforce any provision or provisions of this Option Agreement shall not in any way be construed
as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this
Option Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right
to assert all other legal remedies available to it under the circumstances.
27. Tax
Consequences. Participant has reviewed with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences
of this investment and the transactions contemplated by this Option Agreement. With respect to such matters, Participant relies solely
on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands
that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this
investment or the transactions contemplated by this Option Agreement.
* * *
EXHIBIT B
EDGEWISE THERAPEUTICS, INC.
2024 INDUCEMENT EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
EXERCISE NOTICE
Edgewise Therapeutics, Inc.
1715 38th Street,
Boulder, Colorado 80301
Attention: Stock Administration
1. Exercise
of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby elects to exercise
Participant’s option (the “Option”) to purchase ________________ shares of the Common Stock (the “Shares”)
of Edgewise Therapeutics, Inc. (the “Company”) under and pursuant to the 2024 Inducement Equity Incentive Plan
(the “Plan”) and the Stock Option Agreement dated ______________, _____, including the Notice of Stock Option Grant,
and the Terms and Conditions of Stock Option Grant attached as Exhibit A thereto and other exhibits, appendices and addenda
attached thereto (the “Option Agreement”). Unless otherwise defined herein, capitalized terms used in this Exercise
Notice will be ascribed the same defined meanings as set forth in the Option Agreement (or the Plan or other written agreement as specified
in the Option Agreement).
2. Delivery
of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement,
and any Tax Obligations to be paid in connection with the exercise of the Option.
3. Representations
of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.
4. Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Common Stock subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired shall be issued
to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made
for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 14 of the
Plan.
5. Tax
Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase
or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable
in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.
6. Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the
Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall
be final and binding on all parties to the maximum extent permitted by law.
7. Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of Colorado.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
this Exercise Notice shall continue in full force and effect.
8. Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. The Plan and the Option Agreement (including this
Exercise Notice and any exhibits, appendices, and addenda attached to the Notice of Stock Option Grant of the Option Agreement) constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s
interest except by means of a writing signed by the Company and Participant.
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EDGEWISE THERAPEUTICS, INC |
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APPENDIX A
EDGEWISE THERAPEUTICS, INC.
2024 INDUCEMENT EQUITY INCENTIVE PLAN
COUNTRY ADDENDUM TO STOCK OPTION AGREEMENT
Unless otherwise defined
herein, capitalized terms used in this Country Addendum to Stock Option Agreement (the “Country Addendum”) will be
ascribed the same defined meanings as set forth in the Option Agreement of which this Country Addendum forms a part (or the Plan or other
written agreement as specified in the Option Agreement).
Terms and Conditions
This Country Addendum includes
additional terms and conditions that govern this Option awarded to Participant under the Plan if he or she resides and/or works in one
of the countries listed below. If Participant is a citizen or resident (or is considered as such for local law purposes) of a country
other than the country in which Participant is currently residing and/or working, or if Participant relocates to another country after
the Options is granted, the Company, in its discretion, shall determine to what extent the terms and conditions contained herein shall
apply to Participant.
Notifications
This Country Addendum also
may include information regarding exchange controls and certain other issues of which Participant should be aware with respect to participation
in the Plan. The information is based on the securities, exchange control, and other Applicable Laws in effect in the respective countries
as of [______], 2024. Such Applicable Laws often are complex and change frequently. As a result, the Company strongly recommends that
Participant not rely on the information in this Country Addendum as the only source of information relating to the consequences of Participant’s
participation in the Plan because the information may be out of date at the time Participant vests in or exercises the Option or sells
Shares acquired under the Plan.
In addition, the information
contained in this Country Addendum is general in nature and may not apply to Participant’s particular situation, and the Company
is not in a position to assure Participant of a particular result. Participant should seek appropriate professional advice as to how
the Applicable Laws in Participant’s country may apply to his or her situation.
Finally, if Participant is
a citizen or resident of a country other than the one in which Participant currently is residing and/or working, transfers residence
and/or employment to another country after this Option is awarded, or is considered a resident of another country for local law purposes,
the information in this Country Addendum may not apply to Participant in the same manner.
EDGEWISE THERAPEUTICS, INC.
2024 INDUCEMENT EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
NOTICE OF RESTRICTED STOCK UNIT GRANT
Unless otherwise defined
herein, the terms defined in the Edgewise Therapeutics, Inc. 2024 Inducement Equity Incentive Plan (the “Plan”)
will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant
(the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A,
and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
Participant Name:
Address:
The undersigned Participant
has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award
Agreement, as follows:
Grant Number: |
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Date of Grant: |
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Vesting Commencement Date: |
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Total Number of Shares Subject
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Restricted Stock Units: |
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Vesting Schedule:
Subject to any acceleration
provisions contained in the Plan or set forth below, the Restricted Stock Units will be scheduled to vest in accordance with the following
schedule:
[Insert Vesting
Schedule.]
In the event of cessation
of Participant’s status as a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the
Restricted Stock Units and Participant’s right to acquire any Shares hereunder will terminate immediately, unless specifically
provided otherwise in this Award Agreement or other written agreement between Participant and the Company or any of its Subsidiaries
or Parents, as applicable.
By Participant’s signature
and the signature of the representative of Edgewise Therapeutics, Inc. (the “Company”) below, Participant and the
Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this
Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all
other exhibits, appendices, and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt
of a copy of the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement.
Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence
address indicated below.
PARTICIPANT | |
EDGEWISE
THERAPEUTICS, INC. |
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Signature |
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Print
Name | |
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Title |
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EXHIBIT A
TERMS AND CONDITIONS OF RESTRICTED STOCK
UNIT GRANT
1. Grant
of Restricted Stock Units. The Company hereby grants to the individual (“Participant”) named in the Notice of Restricted
Stock Unit Grant of this Award Agreement (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, and subject
to the terms and conditions of this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19
of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions
of the Plan will prevail.
2. Company’s
Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the
Restricted Stock Units will have vested in the manner set forth in Section 3 or 4, Participant will have no right to payment of
any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent
an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
3. Vesting
Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement
will vest in accordance with the vesting provisions set forth in the Notice of Grant, subject to Participant continuing to be a Service
Provider through each applicable vesting date.
4. Payment
after Vesting.
(a) General
Rule. Subject to Section 8, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s
death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 4(b), such
vested Restricted Stock Units will be paid in whole Shares as soon as practicable after vesting, but in each such case within sixty (60)
days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment
of any Restricted Stock Units payable under this Award Agreement.
(b) Acceleration.
(i) Discretionary
Acceleration. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units
will be considered as having vested as of the date specified by the Administrator. If Participant is a U.S. taxpayer, the payment of
Shares vesting pursuant to this Section 4(b) will in all cases be paid at a time or in a manner that is exempt from, or complies
with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct
and specific reference to such sentence.
(ii) Notwithstanding
anything in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant), if
the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the
cessation of Participant’s status as a Service Provider (provided that such termination is a “separation from service”
within the meaning of Section 409A, as determined by the Administrator), other than due to Participant’s death, and if (x) Participant
is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such termination as
a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax
under Section 409A if paid to Participant on or within the six (6) month period following the cessation of Participant’s
status as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months
and one (1) day following the date of cessation of Participant’s status as a Service Provider, unless Participant dies following
his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s
estate as soon as practicable following his or her death.
(c) Section 409A.
It is the intent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply
with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares
issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted
to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes
of Treasury Regulation Section 1.409A-2(b)(2). However, in no event will the Company or any of its Parent or Subsidiaries have any
liability or obligation to reimburse, indemnify, or hold harmless Participant for any taxes, penalties, and interest that may be imposed,
or other costs that may be incurred, as a result of Section 409A.
5. Forfeiture
Upon Termination as a Service Provider. Unless specifically provided otherwise in this Award Agreement or other written agreement
between Participant and the Company or any of its Subsidiaries or Parents, as applicable, if Participant ceases to be a Service Provider
for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost
to the Company and Participant will have no further rights thereunder.
6. Tax
Consequences. Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and non-U.S. tax consequences
of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely
on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands
that Participant (and not the Company) will be solely responsible for Participant’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Award Agreement.
7. Death
of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased,
be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s
estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said
transfer.
8. Tax
Obligations
(a) Responsibility
for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer
(the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”),
the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock
Units, including, without limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions
Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s
participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service
Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the
Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has,
or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively,
the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount actually withheld
by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any representations
or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including,
but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to
such settlement and the receipt of any dividends or other distributions, and (B) makes any commitment to and is under any obligation
to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability
for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction
between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that
the applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax Obligations
in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations
hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to issue or deliver
the Shares.
(b) Tax
Withholding and Default Method of Tax Withholding. When Shares are issued as payment for vested Restricted Stock Units, Participant
generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant
will be subject to applicable taxes in his or her jurisdiction. The minimum amount of Tax Obligations which the Company determines must
be withheld with respect to this Award (“Tax Withholding Obligation”) will be satisfied by Shares being sold on Participant’s
behalf at the prevailing market price pursuant to such procedures as the Administrator may specify from time to time, including through
a broker-assisted arrangement (it being understood that the Shares to be sold must have vested pursuant to the terms of this Award Agreement
and the Plan). The proceeds from the sale will be used to satisfy Participant’s Tax Withholding Obligation arising with respect
to this Award. In addition to Shares sold to satisfy the Tax Withholding Obligation, additional Shares will be sold to satisfy any associated
broker or other fees. Only whole Shares will be sold to satisfy any Tax Withholding Obligation. Any proceeds from the sale of Shares
in excess of the Tax Withholding Obligation and any associated broker or other fees will be paid to Participant in accordance with procedures
the Company may specify from time to time. By accepting this Award, Participant expressly consents to the sale of Shares to cover
the Tax Withholding Obligations (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy
them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s
express written consent.
(c) Administrator
Discretion. If the Administrator determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through
the default procedure described in Section 8(b) or the Administrator otherwise determines to allow Participant to satisfy Participant’s
Tax Withholding Obligation by a method other than through the default procedure set forth in Section 8(b), it may permit or require
Participant to satisfy Participant’s Tax Withholding Obligation, in whole or in part (without limitation), if permissible by applicable
local law, by (i) paying cash in U.S. dollars; (ii) electing to have the Company withhold otherwise deliverable Shares having
a value equal to the minimum amount statutorily required to be withheld (or such greater amount as Participant may elect if permitted
by the Administrator, if such greater amount would not result in adverse financial accounting consequences); (iii) having the amount
of such Tax Withholding Obligation withheld from Participant’s wages or other cash compensation paid to Participant by the applicable
Service Recipient(s); (iv) delivering to the Company Shares that Participant owns and that have vested with a fair market value
equal to the minimum amount statutorily required to be withheld (or such greater amount as Participant may elect if permitted by the
Administrator, if such greater amount would not result in adverse financial accounting consequences); or (v) such other means as
the Administrator deems appropriate.
(d) No
Representations. Participant has reviewed with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences
of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely
on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands
that Participant (and not the Company) will be responsible for Participant’s own tax liability that may arise as a result of this
investment or the transactions contemplated by this Award Agreement.
(e) Company’s
Obligation to Deliver Shares. For clarification purposes, in no event will the Company issue Participant any Shares unless and until
arrangements satisfactory to the Administrator have been made for the payment of Participant’s Tax Withholding Obligation. If Participant
fails to make satisfactory arrangements for the payment of such Tax Withholding Obligations hereunder at the time any applicable Restricted
Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Participant’s Tax Withholding Obligations otherwise
become due, Participant will permanently forfeit such Restricted Stock Units to which Participant’s Tax Withholding Obligation
relates and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the
Company.
9. Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares
(which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery,
Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.
10. No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW IS AT
THE WILL OF THE APPLICABLE SERVICE RECIPIENT AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR
ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER
FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF ANY
SERVICE RECIPIENT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION,
UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR WITHOUT CAUSE.
11. Grant
is Not Transferable. Except to the limited extent provided in Section 7, this grant and the rights and privileges conferred
hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not
be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar
process, this grant and the rights and privileges conferred hereby immediately will become null and void.
12. Nature
of Grant. In accepting this Award of Restricted Stock Units, Participant acknowledges, understands and agrees that:
(a) the
grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future
grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in
the past;
(b) all
decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Administrator;
(c) Participant
is voluntarily participating in the Plan;
(d) the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(e) the
Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal
or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension or retirement, or welfare benefits or similar payments;
(f) the
future value of the Shares underlying the Restricted Stock Units is unknown, indeterminable, and cannot be predicted;
(g) for
purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date
Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination
and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider
or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement
(including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s
right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice
period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave”
or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s
employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator will
have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock
Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent
with local law);
(h) unless
otherwise provided in the Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this
Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by,
another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(i) the
following provisions apply to all Participants:
(i) the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary
for any purpose;
(ii) Participant
acknowledges and agrees that no Service Recipient will be liable for any foreign exchange rate fluctuation between Participant’s
local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant
pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and
(iii) no
claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Stock Units resulting from the termination
of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach
of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service
agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant
irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim,
and releases each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent
jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and
agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
13. No
Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the Restricted
Stock Units. Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or
her participation in the Plan before taking any action related to the Plan.
14. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form,
of Participant’s personal data as described in this Award Agreement and any other Restricted Stock Unit grant materials by and
among, as applicable, the Service Recipients for the exclusive purpose of implementing, administering, and managing Participant’s
participation in the Plan.
Participant understands
that the Company and the Service Recipient may hold certain personal information about Participant, including, but not limited to, Participant’s
name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality,
job title, any Shares or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to Shares
awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose
of implementing, administering, and managing the Plan.
Participant understands
that Data may be transferred to a stock plan service provider, as may be selected by the Company in the future, assisting the Company
with the implementation, administration, and management of the Plan. Participant understands that the recipients of the Data may be located
in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data
privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United States,
he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human
resources representative. Participant authorizes the Company, any stock plan service provider selected by the Company, and any other
possible recipients which may assist the Company (presently or in the future) with implementing, administering, and managing the Plan
to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering,
and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement,
administer, and manage Participant’s participation in the Plan. Participant understands if he or she resides outside the United
States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human
resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis.
If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a Service Provider
and career with the Service Recipient will not be adversely affected. The only adverse consequence of refusing or withdrawing Participant’s
consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain
such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability
to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent,
Participant understands that he or she may contact his or her local human resources representative.
15. Address
for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at Edgewise
Therapeutics, Inc., 1715 38th St., Boulder, Colorado 80301, or at such other address as the Company may hereafter designate in writing.
16. Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock
Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or require Participant
to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees
to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated
by the Company.
17. No
Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement will not in any way be construed
as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this
Award Agreement. The rights granted both parties herein are cumulative and will not constitute a waiver of either party’s right
to assert all other legal remedies available to it under the circumstances.
18. Successors
and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award
Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set
forth, this Award Agreement will be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
The rights and obligations of Participant under this Award Agreement may be assigned only with the prior written consent of the Company.
19. Additional
Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification,
or rule compliance of the Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code, and related
regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory
body or the clearance, consent, or approval of the United States Securities and Exchange Commission or any other governmental regulatory
authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance
will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent, or approval will
have been completed, effected, or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement
and the Plan, the Company will not be required to issue any certificate or certificates for (or make any entry on the books of the Company
or of a duly authorized transfer agent of the Company of) the Shares hereunder prior to the lapse of such reasonable period of time following
the date of vesting of the Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative
convenience.
20. Language.
If Participant has received this Award Agreement or any other document related to the Plan translated into a language other than English
and if the meaning of the translated version is different than the English version, the English version will control.
21. Interpretation.
The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations
and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company, and all other interested
persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or this Award Agreement.
22. Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
23. Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award
of Restricted Stock Units under the Plan, and has received, read, and understood a description of the Plan. Participant understands that
the Plan is discretionary in nature and may be amended, suspended, or terminated by the Administrator at any time.
24. Modifications
to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant
expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the
Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the
consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition
under Section 409A in connection with this Award of Restricted Stock Units.
25. Governing
Law; Venue; Severability. This Award Agreement and the Restricted Stock Units are governed by the internal substantive laws, but
not the choice of law rules, of Colorado.
26. Entire
Agreement. The Plan is incorporated herein by this reference. The Plan and this Award Agreement (including the appendices and exhibits
referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.
27. Country
Addendum. Notwithstanding any provisions in this Award Agreement, the Restricted Stock Unit grant will be subject to any special
terms and conditions set forth in an appendix (if any) to this Award Agreement for any country whose laws are applicable to Participant
and this Award of Restricted Stock Units (as determined by the Administrator in its sole discretion) (the “Country Addendum”).
Moreover, if Participant relocates to one of the countries included in the Country Addendum (if any), the special terms and conditions
for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is
necessary or advisable for legal or administrative reasons. The Country Addendum (if any) constitutes a part of this Award Agreement.
EDGEWISE THERAPEUTICS, INC.
2024 INDUCEMENT EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
COUNTRY ADDENDUM
Terms and Conditions
This Country Addendum includes additional terms
and conditions that govern the Award of Restricted Stock Units granted pursuant to the terms and conditions of the Edgewise Therapeutics, Inc.
2024 Inducement Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement to which this Country Addendum
is attached (the “Restricted Stock Unit Agreement”) to the extent the individual to whom the Restricted Stock Units were
granted (“Participant”) resides in one of the countries listed below.
Notifications
This Country Addendum also includes information
regarding exchange controls and certain other issues of which Participant should be aware with respect to his or her participation in
the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2024.
Such laws often are complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information
in this Country Addendum as the only source of information relating to the consequences of Participant’s participation in the Plan
because the information may be out of date at the time Participant vest in or receives or sells the Shares covered by the Restricted
Stock Units.
In addition, the information contained herein
is general in nature and may not apply to Participant’s particular situation and the Company is not in a position to assure Participant
of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws of
Participant’s country may apply to his or her situation.
Finally, if Participant is a citizen or resident
of a country other than the one in which Participant currently is working or transfers to another country after the grant of the Restricted
Stock Units, or is considered a resident of another country for local law purposes, the information contained herein may not be applicable
to Participant in the same manner. In addition, the Company, in its discretion, will determine the extent to which the terms and conditions
contained herein will apply to Participant under these circumstances.
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