STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (Agreement) is made and entered into as of the October [●], 2016 (the Grant Date), by and between Ocugen, Inc., a Delaware corporation (the Company), and [●], (the Optionee).
W I T N E S S E T H :
WHEREAS, pursuant to the Ocugen, Inc. 2014 Stock Option Plan, as amended (the Plan), the Company desires to grant to Optionee, and Optionee desires to accept, an option to purchase shares of the common stock of the Company, par value $.001 per share (the Common Stock), upon the terms and conditions set forth in this Agreement and the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
2. Grant. Subject to the terms hereof, Optionee is hereby awarded an option (the Option) to purchase [●] shares of Common Stock (the Option Shares) at a price of $[●] per share (the Option Price), which price has been determined by the Companys Board of Directors to be the fair market value of the Common Stock as of the Grant Date. The Option Price of the Option Shares shall be paid at the time of exercise, as provided in Section 3 hereof.
(a) Except as specifically provided otherwise herein or in the Plan, the Option will become exercisable in accordance with the following schedule subject to Optionees continuous employment by the Company or provision of consulting services to the Company and/or its Affiliates following the Grant Date:
The Option Shares shall vest in equal installments over the [●] year period following the Grant Date, with the first half of Option Shares ([●]) vesting on the anniversary of the Grant Date.
(b) The Option may be exercised in whole or in part in accordance with this Section 3 by delivering to the Secretary of the Company (1) a written notice specifying the number of shares to be purchased, and (2) payment in full of the Option Price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise (unless other arrangements, acceptable to the Company, are made for the satisfaction of such withholding obligations). The Option Price may be paid in cash, by check, or as otherwise provided in the Plan.