Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A Arvinas, Inc. Stock Option Exercise Notice Arvinas, Inc. [Address] [Address] Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value per share (the "Shares"), of Arvinas, Inc. (the "Company") at $ per share pursuant to the Compa
...ny's 2018 Stock Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 Arvinas, Inc. STOCK OPTION AGREEMENT Arvinas, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Inc. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Inc. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 Stock Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Decibel Therapeutics, Inc. Stock Option Exercise Notice
Arvinas, Decibel Therapeutics, Inc.
[Address] [Address] 1325 Boylston Street, Suite 500 Boston, MA 02215 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value pe
...r share (the "Shares"), of Arvinas, Decibel Therapeutics, Inc. (the "Company") at $ per share pursuant to the Company's 2018 2021 Stock Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm EX-10.5 EX-10.5 EX-10.7 13 d109406dex107.htm EX-10.7 EX-10.7 Exhibit 10.5 Arvinas, 10.7 Decibel Therapeutics, Inc. STOCK OPTION AGREEMENT Arvinas, Decibel Therapeutics, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Decibel Therapeutics, Inc. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Internal Revenue Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Decibel Therapeutics, Inc. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 2021 Stock Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be is intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Inc. TRANSLATE BIO, INC. Stock Option Exercise Notice
Arvinas, Translate Bio, Inc.
[Address] [Address] 29 Hartwell Avenue Lexington, MA 02421 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value per share (the "Share
...s"), of Arvinas, Translate Bio, Inc. (the "Company") at $ per share pursuant to the Company's 2018 Stock Equity Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm EX-10.5 EX-10.5 EX-10.8 14 d523294dex108.htm EX-10.8 EX-10.8 Exhibit 10.5 Arvinas, Inc. 10.8 TRANSLATE BIO, INC. STOCK OPTION AGREEMENT Arvinas, Translate Bio, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 Stock Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Inc. TRANSLATE BIO, INC. Signature of Participant By: Street Address By: Name of Officer Title: City/State/Zip Code Title: 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Inc. For example, an award granted to someone on August 1, 2017 would expire on July 31, 2027 (not on August 1, 2027). TRANSLATE BIO, INC. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 Stock Equity Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Inc. TRANSLATE BIO, INC. Stock Option Exercise Notice
Arvinas, Translate Bio, Inc.
[Address] [Address] 29 Hartwell Avenue Lexington, MA 02421 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value per share (the "Share
...s"), of Arvinas, Translate Bio, Inc. (the "Company") at $ per share pursuant to the Company's 2018 Stock Equity Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm EX-10.5 EX-10.5 EX-10.9 15 d523294dex109.htm EX-10.9 EX-10.9 Exhibit 10.5 Arvinas, Inc. 10.9 TRANSLATE BIO, INC. STOCK OPTION AGREEMENT Arvinas, Translate Bio, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 Stock Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Inc. TRANSLATE BIO, INC. Signature of Participant By: Street Address By: Name of Officer Title: City/State/Zip Code Title: 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Inc. For example, an award granted to someone on August 1, 2017 would expire on July 31, 2027 (not on August 1, 2027). TRANSLATE BIO, INC. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 Stock Equity Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Inc. Generation Bio Co. Stock Option Exercise Notice
Arvinas, Inc. [Address] [Address] Generation Bio Co. 301 Binney Street Cambridge, MA 02142 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock,
$0.001 $0.0001 par value per share (
...the "Shares"), of Arvinas, Inc. Generation Bio Co. (the "Company") at $ per share pursuant to the Company's 2018 2020 Stock Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm d924849dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 Arvinas, Inc. Generation Bio Co. STOCK OPTION AGREEMENT Arvinas, Inc. Generation Bio Co. (the "Company") hereby grants the following stock option pursuant to its 2018 2020 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Inc. Generation Bio Co. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Internal Revenue Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Inc. Generation Bio Co. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 2020 Stock Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 $0.0001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be is intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.
4 ANNEX A
Arvinas, Inc. CONFORMIS, INC. Stock Option Exercise Notice
Arvinas, ConforMIS, Inc.
[Address] [Address] 28 Crosby Drive Bedford, MA 01730 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock,
$0.001 $.00001 par value per share (the "Shares")
..., of Arvinas, ConforMIS, Inc. (the "Company") at $ per share pursuant to the Company's 2018 2015 Stock Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm EX-10.5 EX-10.5 5 EX-10.12 16 a2224663zex-10_12.htm EX-10.12 Exhibit 10.5 Arvinas, Inc. 10.12 CONFORMIS, INC. INCENTIVE STOCK OPTION AGREEMENT Arvinas, ConforMIS, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 2015 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Date of this option grant: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 Number, if any, of Shares that vest immediately on the grant date: Shares that are subject to vesting schedule: Share:(1) Vesting Start Date: Final Exercise Date:2 Date: (2) Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Inc. CONFORMIS, INC. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 (1) This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) fair market value of the Common Stock on the date of grant (110% (or 110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Code. 2 (2) The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Inc. For example, an award granted to someone on October 1, 2015 would expire on September 30, 2025 (not on October 1, 2025). CONFORMIS, INC. Incentive Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 2015 Stock Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 $0.00001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 It is intended that the option evidenced by this agreement shall be intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. law. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Inc. VISTERRA, INC. Stock Option Exercise Notice
Arvinas, Visterra, Inc.
[Address] [Address] One Kendall Square, Suite B3301 Cambridge, MA 02139 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock,
$0.001 $ par value per share (the "
...Shares"), of Arvinas, Visterra, Inc. (the "Company") at $ per share pursuant to the Company's 2018 2017 Stock Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm 9 d98326dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 Arvinas, Inc. VISTERRA, INC. INCENTIVE STOCK OPTION AGREEMENT Arvinas, Visterra, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 2017 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Inc. VISTERRA, INC. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) fair market value of the Common Stock on the date of grant (110% (or 110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Inc. For example, an award granted to someone on February 1, 2017 would expire on January 31, 2027 (not on February 1, 2027). VISTERRA, INC. Incentive Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 2017 Stock Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 $ par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 It is intended that the option evidenced by this agreement shall be intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. law. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Pandion Therapeutics, Inc. Stock Option Exercise Notice
Arvinas, Pandion Therapeutics, Inc.
[Address] [Address] 134 Coolidge Avenue Watertown, Massachusetts 02472 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value
...per share (the "Shares"), of Arvinas, Pandion Therapeutics, Inc. (the "Company") at $ per share pursuant to the Company's 2018 2020 Stock Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm EX-10.5 EX-10.5 EX-10.3 9 d926475dex103.htm EX-10.3 EX-10.3 Exhibit 10.5 Arvinas, 10.3 Pandion Therapeutics, Inc. STOCK OPTION AGREEMENT Arvinas, Pandion Therapeutics, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 2020 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Pandion Therapeutics, Inc. Signature of Participant By: Street Address City/State/Zip Code Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Internal Revenue Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Pandion Therapeutics, Inc. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 2020 Stock Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be is intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Verve Therapeutics, Inc. Stock Option Exercise Notice
Arvinas, Verve Therapeutics, Inc.
[Address] [Address] 500 Technology Square, Suite 901 Cambridge, MA 02139 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value pe
...r share (the "Shares"), of Arvinas, Verve Therapeutics, Inc. (the "Company") at $ per share pursuant to the Company's 2018 2021 Stock Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm 6 d140009dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 Arvinas, Verve Therapeutics, Inc. STOCK OPTION AGREEMENT Arvinas, Verve Therapeutics, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Verve Therapeutics, Inc. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% of the option. For the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Internal Revenue Code, this must be 110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Code. Shareholder")). 2 The Final Exercise Date must be no more than 10 years (5 from the date of grant for the option. For the option to qualify as an ISO, the Final Exercise Date must be no more than 5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. Shareholder. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Shareholder). Verve Therapeutics, Inc. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 2021 Stock Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be is intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. ANNEX A
Arvinas, Inc. ARSANIS, INC. Stock Option Exercise Notice
Arvinas, Arsanis, Inc.
[Address] [Address] 890 Winter Street Suite 230 Waltham, MA 02451 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value per share (the "Shares"),
...of Arvinas, Arsanis, Inc. (the "Company") at $ per share pursuant to the Company's 2018 Stock 2017 Equity Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm EX-10.5 EX-10.5 EX-10.8 14 d427310dex108.htm EX-10.8 EX-10.8 Exhibit 10.5 Arvinas, Inc. 10.8 ARSANIS, INC. INCENTIVE STOCK OPTION AGREEMENT Arvinas, Arsanis, Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 Stock 2017 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, Inc. ARSANIS, INC. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% (or 110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to 2 qualify as an incentive stock option (an "ISO") under Section 422 of the Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, Inc. For example, an award granted to someone on August 1, 2017 would expire on July 31, 2027 (not on August 1, 2027). ARSANIS, INC. Incentive Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 Stock 2017 Equity Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 It is intended that the option evidenced by this agreement shall be intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. law. 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.
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Provisions of the Plan. This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.
[Remainder of Page Intentionally Left Blank] ANNEX A
Arvinas, IMARA Inc. Stock Option Exercise Notice
Arvinas, IMARA Inc.
[Address] [Address] 116 Huntington Avenue, 6th Floor Boston, MA 02116 Dear Sir or Madam: I, (the "Participant"), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.00
...1 par value per share (the "Shares"), of Arvinas, IMARA Inc. (the "Company") at $ per share pursuant to the Company's 2018 Stock 2020 Equity Incentive Plan and a stock option agreement with the Company dated (the "Option Agreement"). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. Dated: Signature Print Name: Address: Name and address of persons in whose name the Shares are to be jointly registered (if applicable): EX-10.5 11 d564688dex105.htm 12 d842128dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 Arvinas, IMARA Inc. STOCK OPTION AGREEMENT Arvinas, IMARA Inc. (the "Company") hereby grants the following stock option pursuant to its 2018 Stock 2020 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the "Participant"): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Company's Common Stock subject to this option ("Shares"): Option exercise price per Share:1 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:2 Date: 2 Vesting Schedule: Vesting Date: Number of Options that Vest: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities. Arvinas, IMARA Inc. Signature of Participant By: Street Address Name of Officer Title: City/State/Zip Code 1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant (110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a "10% Shareholder")) for the option to qualify as an incentive stock option (an "ISO") under Section 422 of the Code. 2 The Final Exercise Date must be no more than 10 years (5 years in the case of a 10% Shareholder) from the date of grant for the option to qualify as an ISO. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% stockholder). Arvinas, IMARA Inc. Stock Option Agreement Incorporated Terms and Conditions 1. Grant of Option. 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 2018 Stock 2020 Equity Incentive Plan (the "Plan"), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company ("Common Stock"), at the exercise price per Share set forth in the Notice of Grant. 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 shall be is intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code") to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. 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.
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