Form of Share Option Agreement under the 2021 Inducement Share Incentive Plan
NABRIVA THERAPEUTICS PLC
NONSTATUTORY SHARE OPTION AGREEMENT
GRANTED UNDER 2021 INDUCEMENT SHARE INCENTIVE PLAN
This Nonstatutory Share Option Agreement (this “Agreement”) is made between Nabriva Therapeutics plc, a public limited company organized under the laws of Ireland (the “Company”), and the Participant pursuant to the 2021 Inducement Share Incentive Plan (the “Plan”).
NOTICE OF GRANT
Name of optionee (the “Participant”):
Number of Ordinary Shares subject to this option (“Shares”):
Option exercise price per Share:
Number, if any, of Shares that vest immediately on the grant date:
Shares that are subject to vesting schedule:
Vesting Start Date:
Final Exercise Date:
Shares that Vest
All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein.
(1) The number of shares is subject to adjustment for any changes in the Company’s capitalization as set forth in Section 9 of the Plan.
This Agreement includes this Notice of Grant and the following Exhibits, which are expressly incorporated by reference in their entirety herein:
Exhibit A — General Terms and Conditions
Exhibit B — Notice of Nonstatutory Share Option Exercise
Exhibit C — Nabriva Therapeutics plc 2021 Inducement Share Incentive Plan
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
NABRIVA THERAPEUTICS PLC
SPOUSAL CONSENT (if applicable)
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Nonstatutory Share Option Agreement
2021 Inducement Share Incentive Plan
GENERAL TERMS AND CONDITIONS
For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
This Agreement evidences the grant by the Company, on the grant date (the “Grant Date”) set forth in the Notice of Grant that forms part of this Agreement (the “Notice of Grant”), to the Participant of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2021 Inducement Share Incentive Plan (the “Plan”), the number of ordinary shares of the Company (“Ordinary Shares”) set forth in the Notice of Grant (the “Shares”) at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”). Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Final Exercise Date set forth in the Notice of Grant (the “Final Exercise Date”).
The option evidenced by this Agreement was granted to the Participant pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) as an inducement that is material to the Participant’s employment with the Company.
It is intended that the option evidenced by this Agreement shall not be an incentive share option as defined in Section 422 of the United States Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant (the “Vesting Schedule”). Notwithstanding the foregoing, to the extent that the Participant is a party to an employment agreement or other agreement with the Company that provides vesting terms that differ from the Vesting Schedule, the terms set forth in such employment agreement or other agreement shall prevail.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof.
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Notice of Nonstatutory Share Option Exercise
Nabriva Therapeutics plc
25 — 28 North Wall Quay
Dear Sir or Madam:
I am the holder of a Nonstatutory Share Option granted to me under the Nabriva Therapeutics plc. (the “Company”) 2021 Inducement Share Incentive Plan on ________ for the purchase of ________ ordinary shares of the Company at a purchase price of $ ________ per share.
I hereby exercise my option to purchase ________ ordinary shares (the “Shares”), for which I have enclosed payment in the amount of ________, the aggregate purchase price for the Shares. Please register my share certificate as follows:
Very truly yours,
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NABRIVA THERAPEUTICS PLC 2021 INDUCEMENT SHARE INCENTIVE PLAN
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