Exhibit 10.6
Seres Therapeutics, Inc.
2015 Incentive Award Plan
Stock Option Grant Notice
Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Seres Therapeutics, Inc. (the “Company”).
The Company hereby grants to the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant: | [_____________] |
Grant Date: | [_____________] |
Exercise Price per Share: | [_____________] |
Shares Subject to the Option: | [_____________] |
Final Expiration Date: | [_____________] |
Vesting Schedule: | Subject to the terms of the Agreement, the Option will vest and become exercisable as to (i) 50% of the underlying Shares upon achievement of a 30-day trailing average public market closing price per share of Common Stock greater than or equal to $3.00 (the “First Performance Condition”) and (ii) as to the remaining 50% of the underlying Shares upon achievement of a 30-day trailing average public market closing price per share of Common Stock greater than or equal to $5.00 (the “Second Performance Condition” and each of the First Performance Condition and the Second Performance Condition, a “Performance Condition”), provided that if a Performance Condition is achieved prior to the first anniversary of the Grant Date, the portion of the Option eligible to vest upon achievement of such Performance Condition shall instead vest upon the first anniversary of the Grant Date. |
Type of Option: | Non-Qualified Stock Option |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
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SERES THERAPEUTICS, INC. | PARTICIPANT | |
By: |
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[Name] |
Print Name: |
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Title: |
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Exhibit A
STOCK OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
GENERAL
PERIOD OF EXERCISABILITY
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As used in this Agreement, “Cause” means (i) if Participant is a party to a written employment or consulting agreement with the Company or its Subsidiary in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from Participant’s Disability); (B) the Administrator’s determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
A-2
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EXERCISE OF OPTION
OTHER PROVISIONS
A-3
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* * * * *
A-4
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