Exhibit 10.2
Kezar Life Sciences, Inc.
Stock Option Grant Notice
(2022 Inducement Plan)
Kezar Life Sciences, Inc. (the “Company”), pursuant to its 2022 Inducement Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Stock Option Grant Notice and the Plan, the terms of the Plan will control.
Optionholder: |
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Date of Grant: |
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Vesting Commencement Date: |
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Number of Shares Subject to Option: |
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Exercise Price (Per Share): |
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Total Exercise Price: |
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Expiration Date: |
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Type of Grant: Nonstatutory Stock Option
Exercise Schedule: Same as Vesting Schedule
Vesting Schedule: [______________, subject to Optionholder’s Continuous Service as of each such date]
Payment: By one or a combination of the following items (described in the Option Agreement):
By cash, check, bank draft or money order payable to the Company
Pursuant to a Regulation T Program if the shares are publicly traded
By delivery of already-owned shares if the shares are publicly traded
Subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement
Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of, if applicable, (i) equity awards previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement or other written agreement entered into between the Company and Optionholder specifying the terms that should govern this option upon the terms and conditions set forth therein.
By accepting this option, Optionholder acknowledges having received and read the Stock Option Grant Notice, the Option Agreement and the Plan and agrees to all of the terms and conditions set forth in these documents. Optionholder consents to receive Plan and related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Kezar Life Sciences, Inc. By:_____________________________________ Signature Title:____________________________________ Date:____________________________________ | Optionholder: ________________________________________ Signature Date:____________________________________ |
Attachments: Option Agreement, 2022 Inducement Plan and Notice of Exercise
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Attachment I
Kezar Life Sciences, Inc.
Option Agreement
(2022 Inducement Plan)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Kezar Life Sciences, Inc. (the “Company”) has granted you an option under its 2022 Inducement Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). This option is granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company. If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:
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This Option Agreement will be deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached.
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Attachment II
2022 Inducement Plan
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Attachment III
Notice of Exercise
Kezar Life Sciences, Inc.
4000 Shoreline Court, Suite 300 Date of Exercise: _______________
South San Francisco, CA 94080
This constitutes notice to Kezar Life Sciences, Inc. (the “Company”) under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below.
Type of option (check one): | Nonstatutory |
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Stock option dated: | _______________ | _______________ |
Number of Shares as | _______________ | _______________ |
Certificates to be | _______________ | _______________ |
Total exercise price: | $______________ | $______________ |
Cash payment delivered | $______________ | $______________ |
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[Value of ________ Shares delivered herewith: | $______________ | $______________] |
[Value of ________ Shares pursuant to net exercise: | $______________ | $______________] |
[Regulation T Program (cashless exercise): | $______________ | $______________] |
By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Kezar Life Sciences, Inc. 2022 Inducement Plan, and (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option.
Very truly yours,
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