Exhibit 99.3
AUTOLUS LIMITED 2017NON-EMPLOYEE SHARE OPTION PLAN
SUB-PLAN FOR US PARTICIPANTS
Board adoption March 22, 2018
Please note: The provisions of the Autolus Limited 2017Non-Employee Share Option PlanSub-Plan for US Participants (“USNon-Employee Plan”) are based on and linked to the provisions of the Autolus Limited 2017 Share Option PlanUS-Sub Plan for US Participants (“US Employee Plan”). However, the provisions of the USNon-Employee Plan do not form part of the US Employee Plan, and any changes to the US Employee Plan will not take effect in this USNon-Employee Plan unless the Board resolves that this should be the case.
| 1. | Provisions of the USNon-Employee Plan |
The provisions of the US Employee Plan, including the California Supplement shall, with the following modifications, form the provisions of the USNon-Employee Plan.
| • | 1 – “Purpose and Applicability” shall be replaced with the following: |
“(a) ThisSub-Plan applies to Participants of the Autolus Limited 2017Non-Employee Share Option Plan(“Non-Employee Plan”) who are either US residents or US taxpayers. Pursuant to Section 17.1 of theNon-Employee Plan, the Board of Directors of the Company has the authority to amend theNon-Employee Plan and establish asub-plan for the benefit of participants overseas. The purpose of the USNon-Employee Plan is to facilitate compliance with US tax, securities and other applicable laws.
(b) Except as otherwise provided by the USNon-Employee Plan, all Option grants made to US Participants will be governed by the terms of theNon-Employee Plan, when read together with the USNon-Employee Plan. In any case of an irreconcilable contradiction (as determined by the Board) between the provisions of the USNon-Employee Plan and theNon-Employee Plan, the provisions of the USNon-Employee Plan will govern. Capitalized terms contained herein have the same meanings given to them in theNon-Employee Plan, unless otherwise provided by the USNon-Employee Plan.
(c) This Plan is effective as of March 22, 2018, the date the Board resolved to adopt the Plan.”
| • | For the purposes of the USNon-Employee Plan, “U.S.Sub-Plan” shall mean the USNon-Employee Plan and “the Plan” shall mean theNon-Employee Plan. |
| • | Options granted under the USNon-Employee Plan shall be Nonstatutory Stock Options and all references to Incentive Stock Options and associated provisions shall be disregarded. |
| • | The reference in 3(b) to “Eligibility” shall be replaced with “Options may be granted to Eligible Participants only.” |
| • | References to “employees” shall be replaced with references to “participants”. |
| 2. | Limits |
Any limits on Plan Shares available for award under Rule 4 of the Autolus Limited 2017 Share Option Plan shall apply on an aggregate basis to awards under the Autolus Limited 2017 Share Option PlanUS-Sub Plan for US Participants, theNon-Employee Plan and the USNon-Employee Plan. In addition, subject to adjustment upon a Reorganisation under Section 3(g) of theUS-Sub Plan for US Participants, the maximum number of Plan Shares that may be issued under the USNon-Employee Plan is 8,577,488 Plan Shares.
