Amended and Restated 2021 Inducement Plan of the Registrant and form of award agreements
Exhibit 10.6
MetaVia Inc.
Amended and Restated 2021 Inducement Plan
Adopted by the Board of Directors: November 3, 2021
Amended by the Board of Directors: November 29, 2024
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The Board need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of an Award.
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For purposes of determining voting power under the term Change in Control, voting power shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote, but not assuming the exercise of any warrant or right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the term Change in Control will not include a change in the voting power of any one or more stockholders as a result of the conversion of any class of the Company’s securities into another class of the Company’s securities having a different number of votes per share pursuant to the conversion provisions set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended, and (C) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply. If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to the definition of “Change in Control” under Section 409A of the Code, and the regulations thereunder.
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MetaVia Inc.
Stock Option Grant Notice
(Amended and Restated 2021 Inducement Plan)
MetaVia Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2021 Inducement Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Stock Option Grant Notice and the Plan, the terms of the Plan will control.
Optionholder: | |
Date of Grant: | |
Vesting Commencement Date: | |
Number of Shares Subject to Option: | |
Exercise Price (Per Share): | |
Total Exercise Price: | |
Expiration Date: | |
Type of Grant: | Nonstatutory Stock Option |
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Exercise Schedule: | Same as Vesting Schedule |
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Vesting Schedule: | ______________, subject to Optionholder’s Continuous Service as of each such date |
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Payment: | By one or a combination of the following items (described in the Option Agreement): |
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| ⌧ By cash, check, bank draft or money order payable to the Company |
| ⌧ Pursuant to a Regulation T Program if the shares are publicly traded |
| ⌧ By delivery of already-owned shares if the shares are publicly traded |
| ⌧ Subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement |
Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice,
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the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of, if applicable, (i) equity awards previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement or other written agreement entered into between the Company and Optionholder specifying the terms that should govern this option upon the terms and conditions set forth therein.
By accepting this option, Optionholder acknowledges having received and read the Stock Option Grant Notice, the Option Agreement and the Plan and agrees to all of the terms and conditions set forth in these documents, Optionholder consents to receive Plan and related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
MetaVia Inc. | Optionholder: |
By: | | | | |
| Signature | | Signature |
Title: | |
| Date: | | |
Date: | |
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Attachments: Option Agreement, Amended and Restated 2021 Inducement Plan and Notice of Exercise (Attachment I); MetaVia Inc. Amended and Restated 2021 Inducement Plan (Attachment II); and Notice of Exercise (Attachment III).
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Attachment I
MetaVia Inc.
Option Agreement
(Amended and Restated 2021 Inducement Plan)
(Nonstatutory Stock Option)
Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”), MetaVia Inc., a Delaware corporation (the “Company”) has granted you an option under the MetaVia Inc. Amended and Restated 2021 Inducement Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). The option is granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company. If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:
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This Option Agreement will be deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached.
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Attachment II
Amended and Restated 2021 Inducement Plan
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Attachment III
Notice of Exercise
MetaVia Inc. 545 Concord Avenue, Suite 210 Cambridge, Massachusetts 02138 Attention: Chief Executive Officer | Date of Exercise: | |
This constitutes notice to MetaVia Inc., a Delaware corporation (the “Company”) under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below.
Type of option: | Nonstatutory | |
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Stock option dated: | | |
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Number of Shares as to which option is exercised: | | |
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Certificates to be issued in name of: | | |
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Total exercise price: | $ | |
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Cash payment delivered herewith: | $ | |
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Value of ________ Shares delivered herewith1: | $ | |
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Value of ________ Shares pursuant to net exercise2: | $ | |
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Regulation T Program (cashless exercise3): | $ | |
1 Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.
2 The Company must have established net exercise procedures at the time of exercise, in order to utilize this payment method.
3 Shares must meet the public trading requirements set forth in the option.
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By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the MetaVia Inc. Amended and Restated 2021 Inducement Plan, and (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option.
| Very truly yours, |
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