NON-QUALIFIED STOCK OPTION AGREEMENT
Adicet Bio, INC.
INDUCEMENT NON-QUALIFIED STOCK OPTION AGREEMENT
Name of Optionee: Nancy Boman, M.D., Ph.D.
No. of Option Shares: 136,000
Option Exercise Price per Share: $18.18
Grant Date: November 30, 2022
Vesting Start Date: November 28, 2022
Expiration Date: November 29, 2032
Adicet Bio, 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 2018 Plan (as defined below). This Stock Option is not issued under the Adicet Bio, Inc. 2018 Stock Option and Incentive Plan, as amended through the date hereof (the “2018 Plan”), or the Adicet Bio, Inc. 2022 Inducement Plan (the “Inducement Plan”) and does not reduce the share reserves under the 2018 Plan or Inducement Plan. However, for purposes of interpreting the applicable provisions of this stock Option, the terms and conditions of the 2018 Plan (other than those applicable to the share reserve) shall govern and apply to this Stock Option as if this Stock Option had actually been issued under the 2018 Plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The NASDAQ Stock Market LLC, and consequently is intended to be exempt from the NASDAQ rules regarding stockholder approval of equity compensation plans. This Agreement and the terms and conditions of this Stock Option shall be interpreted in accordance with and consistent with such exemption. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. The 2018 Plan is discretionary in nature and may be amended, cancelled, or terminated at any time.
The Stock Option will vest over a period of four years, with 25% of the shares underlying such option vesting on the first anniversary of the Vesting Start Date and the remaining
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75% vesting in thirty-six equal monthly installments thereafter, subject to the Optionee’s continued service with the Company through each such vesting 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 2018 Plan.
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 2018 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 2018 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.
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The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.
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ADICET BIO, INC.
By: /s/ Chen Schor
Name: Chen Schor
Title: Chief Executive Officer
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: November 30, 2022 By: /s/ Nancy Boman
Optionee’s Signature
Optionee’s name and address:
Nancy Boman, M.D., Ph.D.
c/o Adicet Bio, Inc.
200 Berkeley Street, 19th Floor
Boston, MA 02116
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