Exhibit 10.6
MIRUM PHARMACEUTICALS, INC.
STANDARD STOCK OPTION GRANT NOTICE - INTERNATIONAL
(2019 EQUITY INCENTIVE PLAN)
Mirum Pharmaceuticals, Inc. (the "Company"), pursuant to its 2019 Equity Incentive 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, including any special terms and conditions for the Optionholder's country set forth in the attached appendix (the "Appendix"). 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 |
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Exercise Schedule: | [Same as Vesting Schedule] |
Vesting Schedule: | [______________, subject to Optionholder’s Continuous Service as of each such date.] |
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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 (including the Appendix) and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement (including the Appendix) 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 (including the Appendix), 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 agreement, severance agreement, offer letter or other written agreement entered into between the Company and Participant
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specifying the terms that should govern this specific option. By accepting this option, Optionholder consents to receive such 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.
MIRUM PHARMACEUTICALS, INC. |
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By: |
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| Signature |
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| Signature |
Title: |
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| Date: |
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Date: |
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ATTACHMENTS: Option Agreement (including the Appendix), 2019 Equity Incentive Plan and Notice of Exercise
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ATTACHMENT I
MIRUM PHARMACEUTICALS, INC.
OPTION AGREEMENT - INTERNATIONAL
(2019 EQUITY INCENTIVE PLAN)
(NONSTATUTORY STOCK OPTION)
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Option Agreement, including any special terms and conditions for your country set forth in the appendix attached hereto (the "Appendix") Mirum Pharmaceuticals, Inc. (the "Company") has granted you an option under its 2019 Equity Incentive 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"). 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 (including the Appendix) 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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Appendix
This Appendix includes special terms and conditions that govern the Option granted to you under the Plan if you reside and/or work in any country 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.
SWITZERLAND
Language Acknowledgement.
You confirm having read and understood the documents relating to the Plan, including the Option Agreement, with all terms and conditions included therein, which were provided in the English language only. You confirm that you have sufficient language capabilities to understand these terms and conditions in full.
Du bestätigst, dass du den Plan sowie die dazugehörigen Dokumente, inklusive der Vereinbarung, mit all den darin enthaltenen Bedingungen und Voraussetzungen, welche in englischer Sprache verfasst sind, gelesen und verstanden hast. Du bestätigst, dass Deine Sprachkenntnisse genügend sind, um diese Bedingungen und Voraussetzungen vollumfänglich zu verstehen.
Securities Law Information.
YOU ACKNOWLEDGE THAT THE PLAN IS NOT INTENDED TO BE PUBLICLY OFFERED IN OR FROM SWITZERLAND. NEITHER THE AGREEMENT NOR ANY OTHER MATERIALS RELATING TO THE OPTION CONSTITUTES A PROSPECTUS AS SUCH TERM IS UNDERSTOOD PURSUANT TO ARTICLE 652A OF THE SWISS CODE OF OBLIGATIONS, AND NEITHER THE AGREEMENT NOR ANY OTHER MATERIALS RELATING TO THE OPTION MAY BE PUBLICLY DISTRIBUTED NOR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND.
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ATTACHMENT II
2019 EQUITY INCENTIVE PLAN
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ATTACHMENT III
NOTICE OF EXERCISE
MIRUM PHARMACEUTICALS, INC.
Date of Exercise: _______________
This constitutes notice to Mirum Pharmaceuticals, 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: |
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Stock option dated: |
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Number of Shares as |
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to which option is |
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exercised: |
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Certificates to be |
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issued in name of: |
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Total exercise price: |
| US$ |
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Cash payment delivered |
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herewith: |
| US$ |
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[Value of _________ Shares |
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delivered herewith1: |
| US$ | ______________] |
[Value of _________ Shares |
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pursuant to net exercise2: | US$ | ______________] | |
[Regulation T Program (cashless exercise3): | US$ | ______________] |
1 Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.
2 The option must be a Nonstatutory Stock Option, and the Company must have established net exercise procedures at the time of exercise, in order to utilize this payment method.
3 Shares must meet the public trading requirements set forth in the option.
By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Mirum Pharmaceuticals, Inc. 2019 Equity Incentive Plan, and (ii) to provide for the payment by me to you (in the manner designated by you) of the withholding obligation, if any, relating to the exercise of this option.
Very truly yours, |
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