Exhibit 10.26
Vaxcyte, Inc.
Stock Option Grant Notice – Non-U.S.
(2020 Equity Incentive Plan)
Vaxcyte, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, and the Stock Option Agreement (the definition of which shall include any special terms and conditions for your country of residence and/or work set forth in the appendix attached hereto (the “Appendix”)) 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 Stock Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable.
Optionholder: |
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Date of Grant: |
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Vesting Commencement Date: |
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Number of Shares of Common Stock Subject to Option: |
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Exercise Price (Per Share) (US$): |
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Total Exercise Price (US$): |
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Expiration Date: |
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Type of Grant: Nonstatutory Stock Option
Exercise and
Vesting Schedule: Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows:
[__________]
Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:
Vaxcyte, Inc. By:_____________________________________ Signature Title:____________________________________ Date:____________________________________
| Optionholder: ________________________________________ Signature Date:___________________________________ |
Vaxcyte, Inc.
2020 Equity Incentive Plan
Stock Option Agreement – Non-U.S.
As reflected by your Stock Option Grant Notice (“Grant Notice”) Vaxcyte, Inc. (the “Company”) has granted you an option under its 2020 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as specified in the Grant Notice and this Stock Option Agreement (the definition of which shall include any special terms and conditions for your country of residence and/or work set forth in the appendix attached hereto (the “Appendix”)), constitute your Option Agreement.
The general terms and conditions applicable to your Option are as follows:
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Notwithstanding the foregoing, if you die during the period provided in Section 3(b) or 3(c) above, the term of your Option shall not expire until the earlier of (i) eighteen months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in the Plan.
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APPENDIX TO OPTION AGREEMENT
This Appendix includes special terms and conditions that govern the Option granted to you under the Plan if you reside and/or work in one of the countries listed below.
The information contained herein is general in nature and may not apply to your particular situation, and you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer employment and/or residency to another country after the Date of Grant, are a consultant, change employment status to a consultant position, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you. References to your employer shall include any entity that engages your services.
Switzerland
Data Privacy. The Company is part of an international group of companies. For purposes of properly administrating the Plan within the Company, it may be necessary for the Company to transmit your personal data to Affiliates of the Company or third-party service providers within or outside Switzerland. By accepting the grant of your Option and participating in the Plan you explicitly consent to the transfer of your personal data to the aforementioned countries and acknowledge and agree that there is a risk, in particular, that the rights provided for by Swiss and EU data protection laws may not or only be guaranteed to a limited extent and that foreign authorities (particularly U.S. intelligence services) may gain access to your personal data with or without your knowledge and/or any means of legal redress against such access. Such access may also result in further observations and processing of your personal data by such foreign authorities.
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