As filed with the Securities and Exchange Commission
on January 31, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRAXIS PRECISION MEDICINES, INC.
(Exact name of registrant as specified in its
charter)
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| Delaware |
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47-5195942 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
99 High Street, 30th Floor
Boston, MA 02110
(Address of Principal Executive Offices) (Zip
Code)
Praxis Precision
Medicines, Inc. 2024 Inducement Plan
(Full title of the plan)
Marcio Souza
Chief Executive Officer
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, MA 02110
(Name and address of agent for service)
(617) 300-8460
(Telephone number, including area code, of
agent for service)
Copies to:
Peter N. Handrinos
Jennifer A. Yoon
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6060
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not
being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the “Commission”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation
of Documents by Reference. |
The following documents filed with the Commission are hereby incorporated
by reference in this Registration Statement:
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(a) the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on February 7, 2023 (File No. 001-39620);
(b) the
Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30,
2023 and September 30, 2023 filed with the Commission on May 11, 2023, August 9, 2023 and November 7, 2023, respectively
(in each case, File No. 001-39620);
(c) the
Registrant’s Current Reports on Form 8-K filed with the Commission on March 3,
2023 (Item 8.01 only), March 21,
2023, May 11,
2023 (Item 8.01 only), June 9,
2023, June 14,
2023, June 16,
2023, June 20,
2023, August 9,
2023 (Item 8.01 only), October 2,
2023, November 6,
2023, November 22,
2023, December 1,
2023, December 7,
2023, January 10,
2024 (Items 3.02 and 8.01 only), January 11,
2024 and January 12,
2024 (in each case, File No. 001-39620); and
(d) the
Registrant’s Registration Statement on Form 8-A filed with the Commission on October 14, 2020 (File No. 001-39620)
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating
to the Registrant’s common stock, as updated by “Description of Securities of Praxis Precision Medicines, Inc.”
filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021
filed with the Commission on February 28, 2022 (File No. 001-39620), and any amendment or report filed for the purpose
of updating such description. |
All reports and other documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof (except for any portions of the Registrant’s
Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not
filed with the Commission) and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that
all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such documents or reports.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this
Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement, except as to specific section of such statements as set forth therein.
Under no circumstances shall any information furnished under Item
2.02 and/or Item 7.01 of Current Reports on Form 8-K and any corresponding exhibits thereto be deemed incorporated herein by reference
unless such Current Report on Form 8-K expressly provides to the contrary.
| Item 4. |
Description
of Securities. |
Not applicable.
| Item 5. |
Interests of
Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification
of Directors and Officers. |
Subsection (a) of Section 145 of the General Corporation
Law of the State of Delaware (the “DGCL”), empowers a corporation to indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s
conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities
set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in
connection therewith; that indemnification provided for by Section 145 of the DGCL shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and the indemnification provided for by Section 145 of the DGCL shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of such person’s heirs, executors and administrators. Section 145 of the DGCL also empowers the corporation
to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity,
or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against
such liabilities under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL provides that a corporation’s
certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not
eliminate or limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of
loyalty to the corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, (iv) a director
or officer for any transaction from which the director or officer derived an improper personal benefit, or (v) an officer in
any action by or in the right of the corporation.
The Registrant has adopted provisions in its Amended and Restated
Certificate of Incorporation that limit or eliminate the personal liability of its directors to the fullest extent permitted by the DGCL,
as it now exists or may in the future be amended. Consequently, a director or officer will not be personally liable to the Registrant
or its stockholders for monetary damages or breach of fiduciary duty as a director or officer, except for liability:
| · | any
breach of the director’s duty of loyalty to the Registrant or its stockholders; |
| · | any
act or omission not in good faith or that involves intentional misconduct or a knowing violation
of law; |
| · | under
Section 174 of the DGCL; or |
| · | any
transaction from which the director derived an improper personal benefit. |
These limitations of liability do not alter director liability under
the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.
In addition, the Registrant’s Amended and Restated Bylaws provide
that:
| · | the
Registrant will indemnify its directors, officers and, in the discretion of its board of
directors, certain employees to the fullest extent permitted by the DGCL, as it now exists
or may in the future be amended; and |
| · | the
Registrant will advance reasonable expenses, including attorneys’ fees, to its directors
and, in the discretion of its board of directors, to its officers and certain employees,
in connection with legal proceedings relating to their service for or on behalf of the Registrant,
subject to limited exceptions. |
The Registrant has entered into indemnification agreements with each
of its directors and executive officers. These agreements provide that the Registrant will indemnify each of its directors, executive
officers and, at times, their affiliates to the fullest extent permitted by Delaware law. The Registrant will advance expenses, including
attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate
in connection with any proceeding in which indemnification is available and will indemnify its directors and officers for any action
or proceeding arising out of that person’s services as a director or officer brought on behalf of the Registrant or in furtherance
of its rights. Additionally, certain of the Registrant’s directors may have certain rights to indemnification, advancement of expenses
or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings
arising out of such director’s services as a director referenced herein. Nonetheless, the Registrant has agreed in the indemnification
agreements that its obligations to those same directors are primary and any obligation of such affiliates or other third parties to advance
expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.
The Registrant also maintains general liability insurance which covers
certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or
officers, including liabilities under the Securities Act of 1933, as amended.
| Item 7. |
Exemption from
Registration Claimed. |
Not applicable.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration
Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on this 31st day of January, 2024.
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PRAXIS
PRECISION MEDICINES, INC. |
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By: |
/s/
Marcio Souza |
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Name:
Marcio Souza |
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Title: Chief
Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marcio Souza and Timothy Kelly, or either of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to file and sign any and all amendments, including post-effective amendments, to this registration statement, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware
and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
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TITLE |
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DATE |
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/s/ Marcio
Souza
Marcio Souza |
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Chief
Executive Officer and Director
(Principal Executive Officer) |
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January 31,
2024 |
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/s/ Timothy
Kelly
Timothy Kelly |
Chief
Financial Officer
(Principal Financial Officer) |
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January 31, 2024 |
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/s/ Lauren
Mastrocola
Lauren Mastrocola |
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Principal
Accounting Officer |
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January 31,
2024 |
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/s/ Dean
Mitchell
Dean Mitchell |
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Chairman
of the Board |
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January 31,
2024 |
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/s/ Jeffrey
Chodakewitz
Jeffrey Chodakewitz, M.D. |
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Director |
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January 31,
2024 |
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/s/ Merit
Cudkowicz
Merit Cudkowicz, M.D. |
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Director |
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January 31,
2024 |
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/s/ Jill
DeSimone
Jill DeSimone |
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Director |
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January 31,
2024 |
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/s/ Gregory
Norden
Gregory Norden |
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Director |
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January 31,
2024 |
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/s/ William
Young
William Young |
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Director |
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January 31,
2024 |
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Exhibit 5.1
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200 Clarendon Street |
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Boston, Massachusetts 02116 |
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Tel: +1.617.948.6000 Fax: +1.617.948.6001 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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| Austin |
Milan |
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Beijing |
Munich |
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Boston |
New York |
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Brussels |
Orange County |
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Century City |
Paris |
| January 31, 2024 |
Chicago |
Riyadh |
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Dubai |
San Diego |
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Düsseldorf |
San Francisco |
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Frankfurt |
Seoul |
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Hamburg |
Silicon Valley |
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Hong Kong |
Singapore |
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Houston |
Tel Aviv |
| Praxis Precision Medicines, Inc. |
London |
Tokyo |
| 99 High Street, 30th Floor |
Los Angeles |
Washington, D.C. |
| Boston, MA 02110 |
Madrid |
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Re: Registration Statement on Form S-8; 1,000,000 shares of
Common Stock, par value $0.0001 per share, of Praxis Precision Medicines, Inc.
To the addressee set forth above:
We have acted as special counsel to Praxis Precision
Medicines, Inc, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of a registration statement on Form S–8 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 1,000,000 shares
of the Company’s common stock, par value $0.0001 per share (the “Shares”), which may be issued pursuant to the
Praxis Precision Medicines, Inc 2024 Inducement Plan (the “Plan”). This opinion is being furnished in connection
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any
matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated
herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the
foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently
verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the
“DCGL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the
transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal
consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants
or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance
with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue
and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly
issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable
notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection
with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions
of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, |
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| /s/ Latham & Watkins LLP |
Exhibit 23.1
Consent
of Independent Registered Public Accounting Firm
We consent to the incorporation
by reference in the Registration Statement (Form S-8) pertaining to the Praxis Precision Medicines, Inc. 2024 Inducement Plan
of Praxis Precision Medicines, Inc. of our report dated February 7, 2023, with respect to the consolidated financial statements
of Praxis Precision Medicines, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed
with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP |
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| Boston, Massachusetts |
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| January 31, 2024 |
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Exhibit 99.1
PRAXIS PRECISION MEDICINES, INC.
2024 INDUCEMENT PLAN
| SECTION 1. | | GENERAL
PURPOSE OF THE PLAN; DEFINITIONS |
The name of the plan is the
Praxis Precision Medicines, Inc. 2024 Inducement Plan (as amended from time to time, the “Plan”). The purpose
of the Plan is to enhance the ability of Praxis Precision Medicines, Inc. (the “Company”) to attract, retain
and motivate persons who are expected to make important contributions to the Company by providing these individuals with a proprietary
interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure
a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s
behalf and strengthening their desire to become employed and remain with the Company.
The following terms shall
be defined as set forth below:
“Act”
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.
“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.
“Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in
Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.
“Award”
or “Awards”, except where referring to a particular category of grant under the Plan, shall include Non-Qualified
Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards,
and Dividend Equivalent Rights.
“Award Certificate”
means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.
“Board”
means the Board of Directors of the Company.
“Cash-Based Award”
means an Award entitling the recipient to receive a cash-denominated payment.
“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.
“Consultant”
means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who
qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.
“Dividend Equivalent
Right” means an Award entitling the grantee to receive credits based on ordinary cash dividends that would have been paid
on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued
to and held by the grantee.
“Effective Date”
means the date on which the Plan becomes effective as set forth in Section 19.
“Eligible Individual”
means any individual who was not previously an Employee or Director hired as a new Employee or rehired as an Employee following a bona
fide period of interruption of employment if such person is granted an Award as a material inducement to his or her entering into employment
with the Company or a Subsidiary (within the meaning of the Nasdaq Rule 5635(c)(4)).
“Employee”
means any employee of the Company or its Subsidiaries.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
“Fair Market Value”
of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is listed on the National Association of Securities Dealers Automated Quotation System (“Nasdaq”),
Nasdaq Global Market, The New York Stock Exchange or another national securities exchange or traded on any established market, the determination
shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference
to the last date preceding such date for which there are market quotations.
“Incentive Stock
Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422
of the Code.
“Independent Director”
means a Director who qualifies as “independent” within the meaning of Nasdaq Rule 5635(c)(4), or any successor rule,
as such rule may be amended from time to time.
“Nasdaq Rule 5635(c)(4)”
means Nasdaq Rule 5635(c)(4), or any successor rule, and all guidance and other interpretative authority thereunder, as such rule,
guidance and other authority may be amended from time to time.
“Non-Employee
Director” means a member of the Board who is not also an Employee.
“Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.
“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.
“Restricted Shares”
means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.
“Restricted Stock
Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine
at the time of grant.
“Restricted Stock
Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the
time of grant.
“Sale Event”
means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity,
(ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and
outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or
other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such
transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert,
or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction
do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the
transaction other than as a result of the acquisition of securities directly from the Company.
“Sale
Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received
by stockholders, per share of Stock pursuant to a Sale Event.
“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.
“Service Relationship”
means any relationship as an Employee, Non-Employee Director or Consultant of the Company or any Affiliate (e.g., a Service Relationship
shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time
employee or Consultant).
“Stock”
means the Common Stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.
“Stock Appreciation
Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for
in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise
over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation
Right shall have been exercised.
“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly
or indirectly.
“Unrestricted
Stock Award” means an Award of shares of Stock free of any restrictions.
| SECTION 2. | | ADMINISTRATION
OF PLAN; ADMINISTRATOR; AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS |
(a) Administration
of Plan. The Plan shall be administered by the Administrator.
(b) Powers of Administrator.
The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:
(i) to select the Eligible
Individuals to whom Awards may from time to time be granted;
(ii) to determine the time
or times of grant, and the extent, if any, of Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted
Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights, or any combination of the foregoing, granted
to any one or more grantees;
(iii) to determine the
number of shares of Stock to be covered by any Award;
(iv) to determine and modify
from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms
and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;
(v) to accelerate at any
time the exercisability or vesting of all or any portion of any Award;
(vi) subject to the provisions
of Section 5(c) or Section 6(d), as applicable, to extend at any time the period in which Stock Options and Stock Appreciation
Rights may be exercised;
(vii) adopt procedures
from time to time that are intended to ensure that an individual is an Eligible Individual prior to the granting of any Awards to such
individual (including without limitation a requirement that each such individual certify to the Company prior to the receipt of an Award
that he or she is not currently employed by the Company or a Subsidiary and, if previously so employed, has had a bona fide period of
interruption of employment, and that the grant of Awards is an inducement material to his or her agreement to enter into employment with
the Company or a Subsidiary); and
(viii) at any time to adopt,
alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall
deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations
it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise
the administration of the Plan.
All decisions and interpretations
of the Administrator shall be binding on all persons, including the Company and Plan grantees.
(c) Award Certificate.
Other than with respect to Cash-Based Awards, Awards under the Plan shall be evidenced by Award Certificates that set forth the terms,
conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in
the event employment or service terminates.
(d) Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage
which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.
(e) Foreign Award
Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which
the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion,
shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals
outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to
individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures
and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans
and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall
increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made,
that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions
or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that
would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing
statute or law.
| SECTION 3. | | STOCK
ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION |
(a) Stock Issuable.
The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 1,000,000 shares (the “Overall
Share Limit”), subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of
Stock underlying any awards under the Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award
to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the
event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for
issuance under the Plan. Shares of Stock may be issued up to the Overall Share Limit pursuant to any type or types of Award. The shares
available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.
(b) Changes in Stock.
Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, extraordinary
cash dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of
Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional
shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the
Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares
reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding Awards
under the Plan, (iii) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the
exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing
the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation
Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or
proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards
to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment
by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from
any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.
(c) Mergers and Other
Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation
of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties
shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon
the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may
be otherwise provided in the relevant Award Certificate, all Awards with time-based vesting, conditions or restrictions shall become fully
vested and exercisable or nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating
to the attainment of performance goals may become vested and exercisable or nonforfeitable in connection with a Sale Event in the Administrator’s
discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall
have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied
by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices
not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights
(provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such
Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified
period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and
Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion)
to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied
by the number of vested shares of Stock under such Awards.
Grantees under the Plan will
be Eligible Individuals as are selected from time to time by the Administrator in its sole discretion.
(a) Award of Stock
Options. The Administrator may grant Non-Qualified Stock Options under the Plan. Stock Options granted pursuant to this Section 5
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu
of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.
(b) Exercise Price.
The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the
Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. Notwithstanding
the foregoing, Stock Options may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on
the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code,
(ii) to individuals who are not subject to U.S. income tax on the date of grant, or (iii) if the Stock Option is otherwise compliant
with Section 409A.
(c) Option Term.
The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after
the date the Stock Option is granted. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option
(x) the exercise of the Option is prohibited by applicable law or (y) shares of Stock may not be purchased or sold by certain
employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement
undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended until 30 days following
the end of the legal prohibition, black-out period or lock-up agreement; provided, however, no extension will be made if the per share
exercise price of such Option on the date the initial term would otherwise expire is above the Fair Market Value of a share.
(d) Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be
determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or
any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.
(e) Method of Exercise.
Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent
otherwise provided in the Option Award Certificate:
(i) In cash, by certified
or bank check or other instrument acceptable to the Administrator;
(ii) Through the delivery
(or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject
to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;
(iii) By the optionee delivering
to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Company shall prescribe as a condition of such payment procedure; or
(iv) By a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number
of shares with a Fair Market Value that does not exceed the aggregate exercise price.
Payment instruments will be
received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock
to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in
his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment
of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any
withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the
purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee
upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself
or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website
or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.
| SECTION 6. | | STOCK
APPRECIATION RIGHTS |
(a) Award of Stock
Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award
entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate)
having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the
Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been
exercised.
(b) Exercise Price
of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market
Value of the Stock on the date of grant. Notwithstanding the foregoing, Stock Appreciation Rights may be granted with an exercise price
per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described in,
and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax
on the date of grant, or (iii) if the Stock Appreciation Right is otherwise compliant with Section 409A.
(c) Grant and Exercise
of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted
pursuant to Section 5 of the Plan.
(d) Terms and Conditions
of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined on the
date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. Notwithstanding the foregoing, in
the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right
is prohibited by applicable law or (y) shares of Stock may not be purchased or sold by certain employees or directors of the Company
due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance
of securities by the Company, the Administrator may provide that the term of the Stock Appreciation Right shall be extended but not beyond
a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement; provided, however, no extension
will be made if the per share exercise price of such Stock Appreciation Right on the date the initial term would otherwise expire is above
the Fair Market Value of a share. The terms and conditions of each such Award shall be determined by the Administrator, and such terms
and conditions may differ among individual Awards and grantees.
| SECTION 7. | | RESTRICTED STOCK
AWARDS |
(a) Nature of Restricted
Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted
Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.
(b) Rights as a Stockholder.
Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder
with respect to the voting of the Restricted Shares and receipt of dividends; provided that any dividends paid by the Company during the
vesting period shall accrue and shall not be paid to the grantee until and to the extent the Restricted Stock Award vests. Unless the
Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of
the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided
in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such
Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant,
to deliver to the Company such instruments of transfer as the Administrator may prescribe.
(c) Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate
or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship)
with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed
to have been reacquired by the Company at their original purchase price (if any) from such grantee or such grantee’s legal representative
simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to represent any ownership
of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that
are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.
(d) Vesting of Restricted
Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase
or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives
and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”
| SECTION 8. | | RESTRICTED
STOCK UNITS |
(a) Nature of Restricted
Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units
that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon the satisfaction
of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service Relationship)
and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined
by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted
Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock
Units, to the extent vested, shall be settled in the form of shares of Stock (or cash, to the extent explicitly provided for in the applicable
Award Certificate). Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional
terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.
(b) Election to Receive
Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election
shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance
with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that
the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on
the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The
Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such
limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected
to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.
(c) Rights as a Stockholder.
A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock
Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying
his or her Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator may
determine.
(d) Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon
the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.
| SECTION 9. | | UNRESTRICTED
STOCK AWARDS |
Grant
or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by
the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may
receive shares of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services
or other valid consideration, or in lieu of cash compensation due to such grantee.
| SECTION 10. | | CASH-BASED
AWARDS |
Grant
of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles
the grantee to a payment in cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration
of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall
become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated
payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall
be made in accordance with the terms of the Award and may be made in cash.
| SECTION 11. | | DIVIDEND
EQUIVALENT RIGHTS |
(a) Dividend Equivalent
Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the
grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent
Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder
to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. The terms and conditions of Dividend Equivalent
Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be
paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any
such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment
plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof,
in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall
provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other
Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.
(b) Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.
| SECTION 12. | | TRANSFERABILITY
OF AWARDS |
(a) Transferability.
Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by
the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall
be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution
or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind,
and any purported transfer in violation hereof shall be null and void.
(b) Administrator
Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding
a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified
Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such
family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms
and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.
(c) Family Member.
For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee),
a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons
(or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent
of the voting interests.
(d) Designation of
Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a beneficiary
or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such
designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator.
If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary
shall be the grantee’s estate.
| SECTION 13. | | TAX
WITHHOLDING |
(a) Payment by Grantee.
Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amount received thereunder first
becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to
the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with
respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock
certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.
(b) Payment in Stock.
The Administrator may require the Company’s tax withholding obligation to be satisfied, in whole or in part, by the Company withholding
from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory
tax rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the Fair Market
Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the grantees. The Administrator
may also require the Company’s tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain
number of shares of Stock issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company in
an amount that would satisfy the withholding amount due.
| SECTION 14. | | SECTION 409A
AWARDS |
Awards are intended to be
exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards
shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to
such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A.
In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A)
to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment
shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service,
or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest,
penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated
except to the extent permitted by Section 409A. The Company makes no representation that any or all of the payments or benefits described
in the Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of
the Code from applying to any such payment. The grantee shall be solely responsible for the payment of any taxes and penalties incurred
under Section 409A.
| SECTION 15. | | TERMINATION
OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC. |
(a) Termination of
Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate,
the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.
(b) For purposes of the
Plan, the following events shall not be deemed a termination of a Service Relationship:
(i) a transfer to the employment
of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; or
(ii) an approved leave
of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment
is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator
otherwise so provides in writing.
| SECTION 16. | | AMENDMENTS
AND TERMINATION |
The Board may, at any time,
amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding
Award without the holder’s consent. Except as provided in Section 3(b) or 3(c), without prior stockholder approval, in
no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation
Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange
for cash or other Awards. To the extent required under the rules of any securities exchange or market system on which the Stock is
listed, Plan amendments shall be subject to approval by Company stockholders. Nothing in this Section 16 shall limit the Administrator’s
authority to take any action permitted pursuant to Section 3(b) or 3(c).
| SECTION 17. | | STATUS
OF PLAN |
With respect to the portion
of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements
to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing sentence.
| SECTION 18. | | GENERAL
PROVISIONS |
(a) No Distribution.
The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof.
(b) Issuance of Stock.
To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company
or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the
grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the
Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United
States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded
the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing shares of Stock pursuant to
the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the
Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable laws, regulations
of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded.
Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary
or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which
the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or notations on any book entry to
reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require
that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary
or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any
individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period
limitation, as may be imposed in the discretion of the Administrator.
(c) No Fractional Shares.
No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash,
other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or
any rights thereto shall be canceled, terminated or otherwise eliminated.
(d) Stockholder Rights.
Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other rights of a
stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock
Option or any other action by the grantee with respect to an Award.
(e) Other Compensation
Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption
of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.
(f) Trading Policy Restrictions.
Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in
effect from time to time.
(g) Clawback Policy.
All Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback,
forfeiture or other similar policy adopted by the Board or Administrator and as in effect from time to time; and (ii) applicable
law. Further, to the extent that the grantee receives any amount in excess of the amount that the grantee should otherwise have received
under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations
or other administrative error), the Administrator may, in its discretion, require the grantee to repay any such excess amount to the Company.
| SECTION 19. | | EFFECTIVE
DATE OF PLAN |
This Plan shall become effective
upon the date it is approved by the Board (the “Effective Date”). No grants of Stock Options and other Awards
may be made hereunder after the tenth anniversary of the Effective Date.
| SECTION 20. | | STOCKHOLDER
APPROVAL NOT REQUIRED |
It is expressly intended that
approval of the Company’s stockholders not be required as a condition of the effectiveness of the Plan, and the Plan’s provisions
shall be interpreted in a manner consistent with such intent for all purposes. Specifically, Nasdaq Rule 5635(c) generally requires
stockholder approval for equity compensation plans adopted by companies whose securities are listed on the Nasdaq Stock Market that provide
for the delivery of equity securities to any employees, directors or other service providers of such companies as compensation for services.
Nasdaq Rule 5635(c)(4) provides an exemption in certain circumstances for employment inducement awards. Notwithstanding anything
to the contrary herein, in accordance with Nasdaq Rule 5635(c)(4), Awards may only be granted as material inducements to Eligible
Individuals being hired or rehired as Employees, as applicable, and must be approved by (a) the Board, acting through a majority
of the Company’s Independent Directors or (b) the independent Compensation Committee of the Board. Accordingly, pursuant to
Nasdaq Rule 5635(c)(4), the issuance of Awards and the shares of Stock issuable upon exercise or vesting of such Awards pursuant
to the Plan is not subject to the approval of the Company’s stockholders.
| SECTION 21. |
|
GOVERNING
LAW |
This Plan and all Awards and
actions taken thereunder shall be governed by, and construed in accordance with, the General Corporation Law of the State of Delaware
as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal
laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.
DATE APPROVED BY BOARD OF DIRECTORS: January
30, 2024
* * * * *
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE PRAXIS PRECISION MEDICINES, INC.
2024 INDUCEMENT PLAN
| Name of Optionee: |
|
| No. of Option Shares: |
|
|
| Option Exercise Price per Share: |
$ |
|
| |
[FMV on Grant Date] |
|
| Grant Date: |
|
|
| Expiration Date: |
|
|
| |
[No more than 10 years] |
|
Pursuant to the Praxis Precision
Medicines, Inc. 2024 Inducement Plan (as amended from time to time, the “Plan”), Praxis Precision Medicines, Inc.
(the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”)
to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001
per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above
subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock
option” under Section 422 of the Internal Revenue Code of 1986, as amended.
1. Exercisability
Schedule.
No portion of this Stock Option
may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator
(as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable
with respect to the following number of Option Shares on the dates indicated so long as the Optionee continues to have a Service Relationship
(as defined in the Plan) on such dates:
|
Incremental Number of Option Shares
Exercisable |
Exercisability
Date |
| _____________ (___%) |
|
| _____________ (___%) |
|
| _____________ (___%) |
|
| _____________ (___%) |
|
| _____________ (___%) |
|
Once exercisable, this Stock
Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.
2. Manner
of Exercise.
(a) The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price
for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument
acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any
Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering
to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest
whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii),
(iii) and (iv) above. Payment instruments will be received subject to collection.
The transfer to the Optionee
on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt
from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements
contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement,
statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the
exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method,
the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant
to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.
(c) The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock
Option at the time.
(d) Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
3. Termination
of Service Relationship.
If the Optionee’s Service
Relationship terminates, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.
(a) Termination
Due to Death. If the Optionee’s Service Relationship terminates by reason of the Optionee’s death, any portion of this
Stock Option outstanding on such date shall become fully vested and exercisable and may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier.
(b) Termination
Due to Disability. If the Optionee’s Service Relationship terminates by reason of the Optionee’s Disability, any portion
of this Stock Option outstanding on such date shall become fully vested and exercisable and may thereafter be exercised by the Optionee
for a period of 12 months from the date of Disability or until the Expiration Date, if earlier. For purposes hereof, “Disability”
shall mean the Optionee’s physical or mental condition that renders the Optionee unable to substantially perform for a period of
90 aggregate days (regardless of whether or not continuous) during any 360 day period, Optionee’s regular responsibilities to the
Company, with or without a reasonable accommodation.
(c) Termination
for Cause. If the Optionee’s Service Relationship terminates for Cause, any portion of this Stock Option outstanding on such
date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean,
unless otherwise provided in an employment or other service agreement between the Company and the Optionee, a determination by the Administrator
that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee
and the Company; (ii) a material violation by the Optionee of the Company’s written employment policies; (iii) the conviction
of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iv) any material
misconduct or willful and deliberate non-performance (other than by reason of Disability) by the Optionee of the Optionee’s duties
to the Company.
(d) Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than the Optionee’s death, the Optionee’s
Disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may
be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until
the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately
and be of no further force or effect.
The Administrator’s
determination of the reason for termination of the Optionee’s employment with the Company or a Subsidiary shall be conclusive and
binding on the Optionee and his or her representatives or legatees.
4. Incorporation
of Plan.
Notwithstanding anything herein
to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers
of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified
in the Plan, unless a different meaning is specified herein.
5. Transferability.
This Agreement is personal
to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the
laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter,
only by the Optionee’s legal representative or legatee.
6. Tax
Withholding.
The Optionee shall, not later
than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company
or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld
on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied,
in whole or in part, by (i) withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares
of Stock to be issued to the Optionee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required
by law to be withheld from the Optionee on account of such transfer.
7. No
Obligation to Continue Service Relationship.
Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee’s Service Relationship and neither
the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s
Service Relationship at any time.
8. Integration.
This Agreement constitutes
the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between
the parties concerning such subject matter.
9. Data
Privacy Consent.
In order to administer the
Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents
thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including
but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information
that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”).
By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant
Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information;
(iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer
of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to,
and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
10. Notices.
Notices hereunder shall be
mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address
on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
| |
PRAXIS PRECISION MEDICINES, INC. |
| |
|
|
| |
By: |
|
| |
|
Title: |
The foregoing Agreement is
hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant
to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.
| Dated: ____________ |
|
| |
Optionee’s Signature |
| |
|
| |
Optionee’s name and address: |
| |
|
| |
|
| |
|
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE PRAXIS PRECISION MEDICINES, INC.
2024 INDUCEMENT PLAN
| Name of Grantee: |
|
| No. of Restricted Stock Units: |
|
|
| Grant Date: |
|
|
Pursuant to the Praxis Precision
Medicines, Inc. 2024 Inducement Plan (as amended from time to time, the “Plan”), Praxis Precision Medicines, Inc.
(the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”)
to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”),
of the Company.
1. Restrictions
on Transfer of Award.
This Award may not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to
the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units
have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance
with the terms of the Plan and this Agreement.
2. Vesting
of Restricted Stock Units.
The restrictions and conditions
of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee
continues to have a Service Relationship (as defined in the Plan) on such Vesting Dates. If a series of Vesting Dates is specified, then
the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as
vested on such date.
|
Incremental Number of Restricted
Stock Units Vested |
Vesting
Date |
| _____________ (___%) |
|
| _____________ (___%) |
|
| _____________ (___%) |
|
| _____________ (___%) |
|
| _____________ (___%) |
|
The Administrator may at any
time accelerate the vesting schedule specified in this Paragraph 2.
3. Termination
of Service Relationship.
(a) Termination
Due to Death. If the Grantee’s Service Relationship terminates by reason of the Grantee’s death, any portion of this Award
outstanding on such date shall become fully vested and nonforfeitable.
(b) Termination
Due to Disability. If the Grantee’s Service Relationship terminates by reason of the Grantee’s Disability, any portion
of this Award outstanding on such date shall become fully vested and nonforfeitable. For purposes hereof, “Disability”
shall mean the Grantee’s physical or mental condition that renders the Grantee unable to substantially perform for a period of 90
aggregate days (regardless of whether or not continuous) during any 360 day period, Grantee’s regular responsibilities to the Company,
with or without a reasonable accommodation.
(c) Other
Termination. If the Grantee’s Service Relationship terminates for any reason other than by reason of the Grantee’s death
or Disability prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that
have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of
his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested
Restricted Stock Units.
4. Issuance
of Shares of Stock.
As soon as practicable following
each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the
Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested
pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the
Company with respect to such shares.
5. Incorporation
of Plan.
Notwithstanding anything herein
to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of
the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified
in the Plan, unless a different meaning is specified herein.
6. Tax
Withholding.
The Grantee shall, not later
than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make
arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account
of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole
or in part, by (i) withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair
Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares
of Stock to be issued to the Grantee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by
law to be withheld from the Grantee on account of such transfer.
7. Section 409A
of the Code.
This Agreement shall be interpreted
in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of
the Code as “short-term deferrals” as described in Section 409A of the Code.
8. No
Obligation to Continue Employment.
Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee’s employment with the Company or
a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate
the Grantee’s employment with the Company or a Subsidiary at any time.
9. Integration.
This Agreement constitutes
the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties
concerning such subject matter.
10. Data
Privacy Consent.
In order to administer the
Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents
thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including
but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information
that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”).
By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant
Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information;
(iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer
of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to,
and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
11. Notices.
Notices hereunder shall be
mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on
file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
| |
PRAXIS PRECISION MEDICINES, INC. |
| |
|
|
| |
|
|
| |
By: |
|
| |
|
Title: |
The foregoing Agreement is
hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant
to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.
| Dated: ____________ |
|
| |
Grantee’s Signature |
| |
|
| |
Grantee’s name and address: |
| |
|
| |
|
| |
|
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Praxis Precision Medicines, Inc.
(Exact name of registrant as specified in its charter)
Table 1: Newly Registered Securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security Type |
|
Security
Class
Title |
|
Fee
Calculation
Rule |
|
Amount to
be
Registered (1)(2) |
|
Proposed
Maximum
Offering
Price Per
Share (3) |
|
Proposed Maximum
Aggregate
Offering
Price (3) |
|
Fee
Rate |
|
Amount of
Registration
Fee |
| Equity |
|
Common Stock, $0.0001 par value per share |
|
Rule 457(c) and Rule 457(h) |
|
1,000,000 |
|
$36.65 |
|
$36,650,000 |
|
0.00014760 |
|
$5,409.54 |
| Total Offering Amounts |
|
|
|
|
|
|
|
$5,409.54 |
| Total Fee Offsets |
|
|
|
|
|
|
|
– |
| Net Fee Due |
|
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$5,409.54 |
| (1) | This Registration Statement on Form S-8 (the “Registration Statement”) registers
the offer and sale of (a) 1,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”),
of Praxis Precision Medicines, Inc., which may be issued pursuant to awards under the Praxis Precision Medicines, Inc. 2024
Inducement Plan (the “Plan”). |
| (2) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan
by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration
that increases the number of outstanding shares of Common Stock. |
| (3) | Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The maximum price per share and maximum aggregate offering price are based
upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on January 25, 2024,
which date is within five business days prior to filing this Registration Statement. |
Grafico Azioni Praxis Precision Medicines (NASDAQ:PRAX)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Praxis Precision Medicines (NASDAQ:PRAX)
Storico
Da Nov 2023 a Nov 2024
