FOGHORN THERAPEUTICS INC.
NONSTATUTORY STOCK OPTION AGREEMENT
GRANTED UNDER 2016 STOCK INCENTIVE PLAN
This Nonstatutory Stock Option Agreement (the Agreement) evidences the grant by Foghorn Therapeutics Inc., a Delaware corporation (the Company), on [[●], ] (the Grant Date) to [insert name of participant], an employee, consultant or director of the Company (the Participant), of an option to purchase, in whole or in part, on the terms provided herein and in the Companys 2016 Stock Incentive Plan (the Plan), a total of [insert number of shares] shares (the Shares) of common stock, $0.0001 par value per share, of the Company (Common Stock) at a price per Share equal to the fair market value of such Share on the Grant Date, as reasonably determined by the board of directors of the Company. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern Time, on [[●], ]1 (the Final Exercise Date).
It is intended that the option evidenced by this Agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). Except as otherwise indicated by the context, the term Participant, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
This option will become exercisable (vest) as to twenty-five percent (25%) of the original number of Shares on the first anniversary of the Grant Date and six and one quarter percent (6.25%) of the original number of Shares will vest thereafter on the first day of each calendar quarter following such first anniversary for the subsequent 12 calendar quarters (in each case, rounded down to the nearest whole share, except as to the last vesting period, with respect to which all remaining Shares will vest). On the fourth anniversary of the Grant Date, this option will be exercisable as to all Shares.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.
(a) Form of Exercise. Each election to exercise this option shall be accompanied by a completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, accompanied by this Agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten (10) whole shares.
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NTD: The date that is the day immediately prior to the tenth anniversary of the Grant Date.