TREACE MEDICAL CONCEPTS, INC.
2014 STOCK PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 2014 Stock Plan, as amended (the Plan) shall have the same defined meanings in this Stock Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:
Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:
Total Number of Shares Granted:
Vesting Schedule: This Option shall be exercisable in whole or in part, according to the following vesting schedule. The vesting period shall be three (3) years commencing on the Date of Grant; and the Shares shall vest on a pro rata basis monthly (i.e., 1/36th per month beginning on Date of Grant) during the vesting period, subject to Optionee continuing to be a Service Provider.
Notwithstanding the foregoing vesting schedule and anything contrary in the Plan, immediately upon a merger of the Company or a Change of Control (as defined below) Optionee shall fully vest in and have the right to exercise 100% of the Shares as of the date of such event.
Change of Control means either: (l) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Companys stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder); or (2) a sale of all or substantially all of the assets of the Company.
Termination Period: This Option shall be exercisable for ninety (90) days after Optionee ceases to be a Service Provider. Upon Optionees death or Disability, this Option shall be exercisable for one year after Optionee ceases to be Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.