larimar therapeutics, inc.
NON-QUALIFIED stock option grant notice
and award agreement
NON-PLAN INDUCEMENT AWARD
Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“Participant”) an non-qualified stock option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”) and the Award Agreement attached hereto as Exhibit A (the “Agreement”), which is incorporated herein by reference. This Option has been granted as an employment inducement grant pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc., is not issued under the Company’s 2020 Equity Incentive Plan, as amended through the date hereof (the “Plan”), and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Option as if this Option had actually been issued under the Plan. This Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
Participant: [ ]
Grant Date: [ ]
Exercise Price Per Share: [ ]
Total Number of Shares Subject to Option: [ ]
Expiration Date: [ ]
Vesting Schedule: [ ]
By Participant’s signature below, Participant agrees to be bound by the terms and conditions of the Agreement and the Grant Notice, and, for purposes of interpreting the provisions of the Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Option as if this Option had actually been issued under the Plan. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice, the Agreement and the Plan. This document may be executed, including by electronic means, in multiple counterparts, each of which will be deemed an original, and all of which together will be deemed a single instrument.
LARIMAR THERAPEUTICS, INC. PARTICIPANT
ACTIVE/121518754.3
_____________________________________ ________________________________
Name: Name:
Title: Title:
2
ACTIVE/121518754.3
exhibit a
to NON-QUALIFIED stock option grant
Notice Award agreement
Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of Shares set forth in the Grant Notice.
3
ACTIVE/121518754.3
4
ACTIVE/121518754.3
5
ACTIVE/121518754.3
6
ACTIVE/121518754.3