Amendment No. 2 to Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan
Assembly Biosciences, Inc. has amended its 2018 Stock Incentive Plan to increase the number of shares of common stock available for issuance to employees and other eligible participants. The amendment, adopted by the Board of Directors on March 26, 2025, and approved by stockholders on June 5, 2025, raises the total reserved shares to 1,478,333, with an additional 225,000 shares available for performance-based awards. All other terms of the plan remain unchanged. The amendment aims to help the company attract and retain top talent.
Exhibit 10.2
AMENDMENT NO. 2
TO
ASSEMBLY BIOSCIENCES, INC.
AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN
Assembly Biosciences, Inc., a Delaware corporation (the “Company”) adopted the Assembly Biosciences, Inc, Amended and Restated 2018 Stock Incentive Plan on May 29, 2024 (the “Plan”).
Prior to this Amendment No. 2 to the Plan, assuming Amendment No. 1 is approved by the Company’s stockholders, the number of shares of Common Stock, par value $0.001 per share, reserved under the Plan was 1,478,333.
The Board of Directors of the Company (the “Board”) may, with stockholder approval, amend the Plan to increase the number of authorized shares reserved for issuance under the Plan.
The Board has determined that it is advantageous to the Company and necessary to attract and retain the best available personnel to amend the Plan to increase the number of shares reserved for issuance under the Plan.
Now, therefore, the Plan is hereby amended as follows:
“(a) Subject to the provisions of Sections 3(b) and 12 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is One Million Four Hundred Seventy-Eight Thousand Three Hundred Thirty-Three (1,478,333) Shares. In addition, Two Hundred Twenty-Five Thousand (225,000) additional Shares may be issued, provided that such Awards are subject to performance-based vesting. The Shares granted under the Plan may be authorized, but unissued, or reacquired Common Stock. ”
Except as expressly set forth in this Amendment No. 2, all other terms and conditions set forth in the Plan shall remain in full force and effect. Each capitalized term used and not defined herein shall have the meaning set forth in the Plan.
Subject to approval of the stockholders, this Amendment No. 2 has been adopted by the Board of Directors of the Company as of March 26, 2025.
This Amendment No. 2 will be submitted to the stockholders of the Company for approval at the annual stockholders meeting to be held on June 5, 2025 and will become effective upon receipt of approval by the stockholders.
March 26, 2025: Subject to Stockholder Approval, adopted by Board of Directors
June 5, 2025: Approved by Stockholders
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