Strongbridge Biopharma plc Non-Employee Director Equity Compensation Plan
Awards under the Plan may consist of grants of nonqualified stock options as described in Section 5 (“Options”), as stock awards as described in Section 6 (“Stock Awards”), and
restricted stock units as described in Section 6 (“RSUs”) (hereinafter collectively referred to as “Awards”). All Awards shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with the Plan as the Board deems appropriate and as are specified in writing by the Board to the individual in a grant instrument or an amendment to the grant instrument (the “Award Agreement”). The Board shall approve the form and provisions of each Award Agreement. Awards under a particular Section of the Plan need not be uniform as among the Grantees.
3. Shares Subject to the Plan
4. Eligibility for Participation
5. Granting of Options
The following provisions are applicable to Options.
(f) Exercise of Options. A Grantee may exercise an Option that has become vested and exercisable, in whole or in part, by delivering a notice of exercise to the Company. The Grantee shall pay the Exercise Price for an Option (i) in cash; (ii) by delivering shares of Company Stock owned by the Grantee (including Company Stock acquired in connection with the exercise of an Option, subject to such restrictions as the Board deems appropriate) and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation (on a form prescribed by the Board) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise equal to the Exercise Price; (iii) after an initial public offering of the Company’s stock as described in Section 17(b) (a “Public Offering”), payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board; or (iv) by such other method as the Board may approve. In addition, the Grantee may elect to settle the Option on a “net basis” by taking delivery of the number of Company Stock equal to Fair Market Value of the shares subject to any Option less the exercise price, any tax (or other governmental obligation) or other administration fees due. Shares of Company Stock used to exercise an Option shall have been held by the Grantee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. The Grantee shall pay the Exercise Price as specified by the Board.
6. Stock Awards and RSUs
The following provisions are applicable to Stock Awards and RSUs:
7. Transferability of Awards
8. Right of First Refusal; Repurchase Right
9. Change of Control of the Company
10. Consequences of a Change of Control
11. Requirements for Issuance or Transfer of Shares
12. Amendment and Termination of the Plan
13. Funding of the Plan
The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Awards under the Plan. In no event shall interest be paid or accrued on any Award, including unpaid installments of Awards.
No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Award. The Board shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
Section headings are for reference only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control.
17. Effective Date of the Plan