Form of Non-Statutory Share Option Agreement (Non-Employee Directors)
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2021 EQUITY INCENTIVE PLAN
NON-STATUTORY SHARE OPTION AGREEMENT NON-EMPLOYEE DIRECTORS
This agreement (this Agreement) evidences a share option granted by LianBio, an exempted company organized under the laws of the Cayman Islands (the Company) to the individual named above (the Participant), pursuant to and subject to the terms of the LianBio 2021 Equity Incentive Plan (as from time to time amended and in effect, the Plan). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
1. Grant of Share Option. The Company grants to the Participant on the date set forth above (the Date of Grant) an option (the Share Option) to purchase, pursuant to and subject to the terms set forth in this Agreement and in the Plan, up to the number of Shares set forth above (the Shares) with an exercise price per Share as set forth above, in each case subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.
The Share Option evidenced by this Agreement is a non-statutory option (that is, an option that is not intended to qualify as an ISO) and is granted to the Participant in connection with the Participants Employment.
2. Vesting. The term vest as used herein with respect to the Share Option or any portion thereof means to become exercisable and the term vested with respect to the Share Option (or any portion thereof) means that the Share Option (or portion thereof) is then exercisable. Unless earlier terminated, forfeited, relinquished or expired, the Share Option will vest as follows:
Initial Share Option Grants (including at the IPO): the shares subject to the Share Option shall vest ratably on a monthly basis over the three-year period measured from the Date of Grant, with the Share Option becoming vested as to 100% of the Shares on the third anniversary of the Date of Grant, subject, in each case, to the Participant remaining in continuous service with the Company as a Director from the Date of Grant through each such vesting date.
Annual Share Option Grants: the Share Option shall become vested as to 100% of the Shares on the first anniversary of the Date of Grant, subject to the Participant remaining in continuous service with the Company as a Director from the Date of Grant through the vesting date.
3. Exercise of the Share Option. No portion of the Share Option may be exercised until such portion vests. Each election to exercise any vested portion of the Share Option will be subject to the terms and conditions of the Plan and must be in written or electronic form acceptable to the Administrator, signed (including by electronic signature) by the Participant or, if at the relevant time the Share Option has passed to the estate or beneficiary of the Participant or a permitted transferee, by such estate or beneficiary or permitted transferee. Each such written or electronic exercise election must be received by the Company at its principal office or at such other place or by such other party as the Administrator may prescribe and must be accompanied by payment in full of the exercise price (i) in cash,
by wire transfer of immediately available funds or by check, (ii) through a broker-assisted exercise program, as described in Section 6(b)(3) of the Plan and otherwise acceptable to the Administrator, or (iii) as otherwise provided in the Plan. Subject to earlier termination as set forth herein or in the Plan (including Section 6(a)(4) of the Plan), the latest date on which the Share Option or any portion thereof may be exercised is the tenth (10th) anniversary of the Date of Grant (the Final Exercise Date) and, if not exercised by such date, the Share Option or any remaining portion thereof will thereupon immediately terminate.
4. Termination of Service; Death. Except as provided below, in the event that the Participant shall cease to be a director of the Company for any reason, the Participant may exercise this Share Option, but only to the extent this Share Option is vested and exercisable at the time the Participant ceases to be a director of the Company, until the earlier of (i) the three-month anniversary of the date the Participant ceases to be a director of the Company and (ii) the Final Exercise Date and, to the extent not exercised during such period, shall immediately terminate. In the event that the Participant shall cease to be a director of the Company due to death, the Participants estate or beneficiary or permitted transferee may exercise this Share Option, but only to the extent this Share Option is exercisable at the time of the Participant death, until the earlier of (i) the one-year anniversary of the date of such death and (ii) the Final Exercise Date and, to the extent not exercised during such period, shall immediately terminate.
5. Restrictions on Transfer. The Share Option may not be transferred except as expressly permitted Section 6(a)(3) of the Plan.
6. Forfeiture; Recovery of Compensation. By accepting, or being deemed to have accepted, the Share Option, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee, with respect to the Share Option, including the right to any Shares acquired under the Share Option or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any applicable clawback or recoupment policy of the Company. Nothing in the preceding sentence will be construed as limiting the general application of Section 8 of this Agreement.
7. Taxes. The Participant is responsible for satisfying and paying all taxes arising from or due in connection with the Share Option, its exercise or a disposition of any Shares acquired upon exercise of the Share Option. The Company will have no liability or obligation related to the foregoing.
8. Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been made available to the Participant. By accepting, or being deemed to have accepted, the Share Option, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
9. Effect on Employment. Neither the grant of the Share Option, nor the issuance of Shares upon exercise of the Share Option, will give the Participant any right to be retained in the service of the Company as a director or otherwise, affect the right of the Company or any of its subsidiaries to terminate the service relationship with respect to the Participant at any time, or affect any right of the Participant to terminate his or her service relationship with the Company or any of its subsidiaries at any time.
The grant of the Share Option is considered a one-time benefit and does not create a contractual or other right to receive any other award under the Plan, benefits in lieu of such awards or any other benefits in the future.
The Plan is a voluntary program of the Company and future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any award, the amount of any award, vesting provisions and purchase price, if any.
The Participant authorizes the Company to use and disclose to any agent administering the Plan or providing recordkeeping services with respect to the Plan such information and data as the Company shall request in order to facilitate the grant of the Share Option, the administration of the Share Option and the administration of the Plan.
The Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Participant.
[Signature page follows.]
The Company, by its duly authorized officer, and the Participant have executed this Agreement as of the Date of Grant.
Agreed and Accepted:
Signature page to Share Option Agreement