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Date of Grant:
Vesting Commencement Date
2021 EQUITY INCENTIVE PLAN
NON-STATUTORY SHARE OPTION AGREEMENT
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:
Twenty-five percent (25%) of the total number of Shares subject to the Share Option (rounded down to the nearest whole Share (other than on the fourth anniversary of the Vesting Commencement Date)) shall vest on the first anniversary of the Vesting Commencement Date, the remaining seventy-five percent (75%) vesting monthly over three (3) years beginning on the first anniversary of the Vesting Commencement Date, with the Share Option becoming vested as to 100% of the Shares on the fourth anniversary of the Vesting Commencement Date, subject, in each case, to the Participant remaining in continuous Employment from the Date of Grant through each such 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