Form of Incentive Stock Option Award Agreement under 2020 Omnibus Incentive Plan

Subject to all of the terms and conditions set forth in the Notice of Stock Option Grant, this Stock Option Agreement (the “Agreement”) and the Plan, the Company has granted you an option to purchase up to the total number of shares of common stock specified in the Notice of Stock Option Grant at the exercise price indicated in the Notice of Stock Option Grant.

All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Notice of Stock Option Grant or the Plan.

This option vests and becomes exercisable in accordance with the vesting schedule set forth in the Notice of Stock Option Grant.

If your Continuous Service terminates for any reason, this option will expire immediately to the extent the option is unvested as of your termination date and does not vest as a result of your termination of Continuous Service. The Committee determines when your Continuous Service terminates for all purposes of this option in accordance with the below definition of Continuous Service.

For purposes of this Agreement, Continuous Service means that your service with the Company, a Subsidiary or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which you renders service to the Company, Subsidiary or an Affiliate as an Employee, Consultant or Director or a change in the entity for which you render such service, provided that there is no interruption or termination of your service with the Company, a Subsidiary or an Affiliate, will not terminate your Continuous Service.

Notwithstanding the foregoing, for purposes of this option qualifying as an incentive stock option, Continuous Service means that your service with the Company, a Subsidiary or an Affiliate, as an Employee, is not interrupted or terminated. A change in the capacity in which you render service to the Company, a Subsidiary or an Affiliate will be deemed to terminate your Continuous Service in the event you no longer render service to the Company, a Subsidiary or an Affiliate as an Employee.

If your Continuous Service terminates for any reason except death, total and permanent Disability or Cause, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date three months after your termination date.

Notwithstanding the foregoing, if you are a Non-Exempt Employee and your Continuous Service terminates within six months after the Date of Grant, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the later of (a) the date seven months after the Date of Grant or (b) the date three months after your termination date.

Notwithstanding anything in this Agreement to the contrary, in no event will your option be exercisable after the Expiration Date.

If your Continuous Service terminates because of your Disability, then this option will expire at the close of business at Company headquarters on the date 6 months after your termination date.

For all purposes under this Agreement, “Disability” means a medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than six months if such disabling condition renders the person unable to perform the material and substantial duties of his or her occupation.

Notwithstanding anything in this Agreement to the contrary, in the event your Continuous Service is terminated for Cause, you will immediately and automatically forfeit all options granted to you including all vested and unvested rights to purchase shares of common stock thereunder.

If your Continuous Service is terminated as a result of any of the following, as determined by the Committee, you will be considered to have been terminated for Cause:

·  commission of an act of fraud, embezzlement or other act of dishonesty that would reflect adversely on the Company’s, its Subsidiaries’ or Affiliates’ integrity, character or reputation, or that would cause harm to the Company’s or its Subsidiaries’ or its Affiliates’ operations or business prospects;

·  breach of a fiduciary duty owed to the Company, its Subsidiaries or its Affiliates;

·  violation or threatening to violate a restrictive covenant agreement, such as a non-compete, non-solicit, or non-disclosure agreement, between you and the Company, a Subsidiary or an Affiliate;

·  unauthorized disclosure or use of confidential information or trade secrets of the Company, a Subsidiary or Affiliate;

·  violation of any of the Company’s, its Subsidiaries’ or its Affiliates’ lawful policies or rules, including any applicable code of conduct;

·  commission of criminal activity;

·  failure to reasonably cooperate in any investigation or proceeding concerning the Company, a Subsidiary or an Affiliate; or

·  neglect or misconduct in the performance of your duties and responsibilities, provided that, if curable, you did not cure such neglect or misconduct within ten (10) days after you were provided written notice of such neglect or misconduct.

Notwithstanding the above, if you have an employment agreement with the Company, a Subsidiary or an Affiliate that contains a different definition of cause, then the definition contained in your employment agreement will control.

For purposes of this option, your Continuous Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of service is required by applicable law, the Company’s leave of absence policy, or the terms of your leave. However, your Continuous Service terminates when the approved leave ends, unless you immediately return to active work; provided, however, if reemployment upon expiration of the approved leave is not guaranteed by statute or contract, then any incentive stock option shall cease to be treated as such and shall instead be treated as a nonstatutory stock option beginning six months following the first day of such leave.

If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule.

When you wish to exercise this option, you must notify the Company by filing the “Notice of Exercise” form (Exhibit A) according to the instructions provided on the form. Your notice must specify how many shares you wish to purchase. The notice will be effective when the Company receives it.

If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

You may only exercise your option for whole shares.

When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:

·  By delivering to the Company your personal check, a cashier’s check or a money order, or arranging for a wire transfer, along with the completed form contained in Exhibit A.

·  By delivering to the Company certificates for shares of common stock of the Company that you own, along with any forms needed to effect a transfer of those shares to the Company and the completed form contained in Exhibit A. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of common stock of the Company, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you.

Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or by means of a written beneficiary designation; provided, however, that your beneficiary or a representative of your estate acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary of the estate were you.

Notwithstanding the above, subject to the approval of the Committee, the option may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation Section 1.421-1(b)(2). If an the option is still treated as an incentive stock option upon transfer, such option may be deemed to be a nonstatutory stock option as a result of such transfer.

The text of the Plan is incorporated in this Agreement by reference.

This Plan, this Agreement and the Notice of Stock Option Grant constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.

Total number of shares of common stock of Humanigen, Inc. (the “Company”) covered by the option:

______________________________

¨  Check for $__________________________, payable to “Humanigen, Inc.”, or

My spouse’s name (if applicable):