Pardes Biosciences 8K Entry into a Material Definitive Agreement | PRDS 30 Dec 21

Exhibit 10.5

ASSUMED INCENTIVE STOCK OPTION AGREEMENT

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Optionee:

No. of Option Shares:
		[Reflects original Option Shares as adjusted per 3.1(b) of Merger Agreement]

Option Exercise Price per Share:		$
		[FMV on Grant Date (110% of FMV if a 10% owner), as adjusted per 3.1(b) of Merger Agreement]

Original Grant Date of Assumed Option:

Date Assumed:

[Vesting/Exercisability Date:		]

Expiration Date:
		[up to 10 years (5 if a 10% owner)]

Reference is made to that certain Agreement and Plan of Merger dated June 29, 2021, as amended as of November 7, 2021 (the “Merger Agreement”), by and among the Pardes Biosciences, Inc., f/k/a FS Development Corp. II, (the “Company”), Pardes Biosciences, Inc., Orchard Merger Sub, Inc. and Shareholder Representative Services LLC, as Stockholders’ Representative. This incentive stock option agreement evidences the incentive stock option award granted to Optionee (the “Assumed Option”) under the Pardes Biosciences, Inc. 2020 Stock Plan (the “2020 Plan”). Pursuant to Section 3.1(b) of the Merger Agreement, the Assumed Option was assumed by the Company as of the Effective Time (as defined in the Merger Agreement) and continues in full force and effect under the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”). Subject to difference between the Plan and the 2020 Plan, which are not deemed material or adverse to Optionee, the Assumed Option documented by this incentive stock option agreement contains substantially the same terms, conditions, vesting and other material provisions as the Assumed Option prior to the Effective Time, except that the number of shares and per share exercise price have been adjusted as provided in Section 3.1(b)(ii) of the Merger Agreement. From the Effective Time, your Assumed Option shall solely be governed by this incentive stock option agreement and the Plan. As of the Effective Time, all Assumed Options shall no longer be outstanding under the 2020 Plan and the Optionee shall cease to have any rights with respect to such Assumed Option, except as provided in this incentive stock option agreement and the Plan.

Pursuant to the Plan and as of the Effective Date Optionee named above has 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 Plan.

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee continues to have a Service Relationship with the Company or a Subsidiary on such dates:


Incremental Number of Option Shares Exercisable*		[Exercisability Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

*	Max. Option Share value of $100,000 per yr.

[Non-Executive Stock Options: Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested Option Shares shall immediately be deemed vested and exercisable effective immediately prior to such termination of Optionee’s Service Relationship. 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 Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Sale Event resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or to substitute an equivalent award or right for this Stock Option, and Optionee remains in a Service Relationship through the consummation of such Sale Event, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee is a director but not an employee or Consultant of the Company (or a successor, if appropriate) at the time of consummation of the Sale Event and Optionee is removed from, or is not reelected to, the Board (or the Board of a successor, as appropriate) in connection with or following the consummation of a Sale Event, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above.

Executive Stock Options: Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) or if Optionee resigns for Good Reason (as defined below) in connection with or within three months following the consummation of a Sale Event (or such other protected period provided for in the Optionee’s Executive Employment Agreement (as defined below)), then 100% of the then outstanding and unvested Option Shares shall immediately be deemed vested and exercisable effective immediately prior to such termination of Optionee’s Service Relationship. 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 Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Sale Event resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or to substitute an equivalent award or right for this Stock Option, and Service Provider remains in a Service Relationship through the consummation of such Sale Event, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee is a director but not an employee or Consultant of the Company (or a successor, if appropriate) at the time of consummation of the Sale Event and Optionee is removed from, or is not reelected to, the Board (or the Board of a successor, as appropriate) in connection with or following the consummation of a Sale Event, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above. As used herein, “Good Reason” will have the meaning assigned to such term in the Optionee’s executive offer letter dated as of [INSERT DATE]¹ (the “Employment Agreement”). Notwithstanding the foregoing, the vesting of this Stock Option shall accelerate such that this Stock Option shall become vested as to Option Shares then unvested in connection with Optionee’s termination of Service Relationship by the Company (or a successor, if appropriate) without Cause or by the Optionee for Good Reason as provided in, and subject to the terms and conditions of, Optionee’s Employment Agreement.]²

2. Manner of Exercise.

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

¹	Note to Draft: To include the date of the Optionee’s offer letter with the Company.

²	Note to Draft: To select and conform to the language in the original grant agreement.

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 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 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.

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination of Service Relationship. If the Optionee’s Service Relationship with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination or extension as set forth below.

(a) Termination Due to Death. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s death, or if Optionee dies during the three-month period following termination of the Optionee’s Service Relationship for any other reason other than for Cause, any portion of this Stock Option outstanding on the date of termination, to the extent exercisable on the date of termination, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

(b) Termination Due to Disability. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such termination, may thereafter be exercised by the Optionee for a period of 12 months from the date the Optionee’s Service Relationship is terminated by reason of the Optionee’s disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of the termination of the Optionee’s Service Relationship by reason of the Optionee’s disability shall terminate immediately and be of no further force or effect.

(c) Termination for Cause. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment or other service agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by Optionee of any material written agreement between Optionee and the Company and Optionee’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Optionee to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Optionee’s duties and Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Optionee’s repeated failure to follow reasonable and lawful instructions from the [Board]³ [Board or Chief Executive Officer]⁴ and Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Optionee’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Optionee’s commission of or participation in an act of fraud against the Company; (vii) Optionee’s intentional material damage to the Company’s business, property or reputation; or (viii) Optionee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Optionee owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Optionee’s death or disability. The foregoing definition does not in any way limit the Company’s ability to terminate a Optionee’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Affiliate or any successor thereto, if appropriate..

(d) Other Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the Optionee’s death, the Optionee’s disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

³	For the CEO

⁴	For all other employees.

The Administrator’s determination of the reason for termination of the Optionee’s Service Relationship with the Company or a Subsidiary shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Status of the Stock Option. This Stock Option is intended to remain qualified as an “incentive stock option” to the extent possible under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements and that this Stock Option must be exercised within three months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an “incentive stock option.” To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify the Company within 30 days after such disposition.

7. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. To the extent applicable, the Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Optionee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Optionee on account of such transfer.

8. No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s Service Relationship with the Company or a Subsidiary at any time.

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter, including that certain Notice of Stock Option Grant and Stock Option Agreement executed by Optionee dated as of [INSERT DATE]⁵ issued under the Pardes Biosciences, Inc. 2020 Stock Plan.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

12. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Optionee’s current or future participation in the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

⁵	Note to Draft: Insert date of execution of the original grant by optionee.


Pardes Biosciences, Inc.

By:
		Title:

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: ________________________________________
		Optionee’s Signature

		Optionee’s name and address:

ASSUMED NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY CONSULTANTS

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Optionee:

No. of Option Shares:
		[Reflects original Option Shares as adjusted per 3.1(b) of Merger Agreement]

Option Exercise Price per Share:		$
		[FMV on Grant Date, as adjusted per 3.1(b) of Merger Agreement]

Original Grant Date of Assumed Option:

Date Assumed:

[Vesting/Exercisability Date		]

Expiration Date:

Reference is made to that certain Agreement and Plan of Merger dated June 29, 2021, as amended as of November 7, 2021 (the “Merger Agreement”), by and among the Pardes Biosciences, Inc., f/k/a FS Development Corp. II, (the “Company”), Pardes Biosciences, Inc., Orchard Merger Sub, Inc. and Shareholder Representative Services LLC, as Stockholders’ Representative. This non-qualified stock option agreement evidences the non-qualified stock option award granted to Optionee (the “Assumed Option”) under the Pardes Biosciences, Inc. 2020 Stock Plan (the “2020 Plan”). Pursuant to Section 3.1(b) of the Merger Agreement, the Assumed Option was assumed by the Company as of the Effective Time (as defined in the Merger Agreement) and continues in full force and effect under the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”). Subject to difference between the Plan and the 2020 Plan, which are not deemed material or adverse to Optionee, the Assumed Option documented by this non-qualified stock option agreement contains substantially the same terms, conditions, vesting and other material provisions as the Assumed Option prior to the Effective Time, except that the number of shares and per share exercise price have been adjusted as provided in Section 3.1(b)(ii) of the Merger Agreement. From the Effective Time, your Assumed Option shall solely be governed by this non-qualified stock option agreement and the Plan. As of the Effective Time, all Assumed Options shall no longer be outstanding under the 2020 Plan and the Optionee shall cease to have any rights with respect to such Assumed Option, except as provided in this non-qualified stock option agreement and the Plan.

Pursuant to the Plan and as of the Effective Time, Optionee named above has 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 Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

[_______________________________________], so long as Optionee continues to have a Service Relationship with the Company or a Subsidiary on such dates.

[Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested Option Shares shall immediately be deemed vested and exercisable effective immediately prior to such termination of Optionee’s Service Relationship. 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 Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Sale Event resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or to substitute an equivalent award or right for this Stock Option, and Optionee remains in a Service Relationship through the consummation of such Sale Event, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee is a director but not an employee or Consultant of the Company (or a successor, if appropriate) at the time of consummation of the Sale Event and Optionee is removed from, or is not reelected to, the Board (or the Board of a successor, as appropriate) in connection with or following the consummation of a Sale Event, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above.]⁶

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 Plan.

2. Manner of Exercise.

⁶	Note to Draft: To conform to the language in the original grant agreement.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, (ii) by check or (iii) by Cashless Exercise. For purposes hereof, “Cashless Exercise” means a program approved by the Administrator in which payment of the exercise price or tax withholding obligations or other required deductions may be satisfied, in whole or in part, with Option Shares, including by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Company) to sell Options Shares and to deliver all or part of the sale proceeds to the Company in payment of such amount. Payment instruments will be received subject to collection. In addition, to the extent that (A) this Stock Option is vested and remains outstanding and has not been exercised by the Optionee as of the Expiration Date and (B) the Fair Market Value of the Stock exceeds the exercise price of the Stock Option on such date, then this Stock Option shall automatically be exercised on the Expiration Date (without any action required on the part of the Optionee) pursuant to the “net exercise” arrangement described in (iv), above.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination of Service Relationship. Except as may otherwise be provided by the Administrator, if the Optionee’s Service Relationship with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination or extension as set forth below.

(c) Termination for Cause. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in a consulting or other service agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by Optionee of any material written agreement between Optionee and the Company and Optionee’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Optionee to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Optionee’s duties and Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Optionee’s repeated failure to follow reasonable and lawful instructions from the Chief Executive Officer and Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Optionee’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Optionee’s commission of or participation in an act of fraud against the Company; (vii) Optionee’s intentional material damage to the Company’s business, property or reputation; or (viii) Optionee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Optionee owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Optionee’s death or disability. The foregoing definition does not in any way limit the Company’s ability to terminate a Optionee’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Affiliate or any successor thereto, if appropriate.

(d) Other Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

6. No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee’s Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s Service Relationship with the Company or a Subsidiary at any time.

7. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter, including that certain Notice of Stock Option Grant and Stock Option Agreement executed by Optionee dated as of [INSERT DATE]⁷ issued under the Pardes Biosciences, Inc. 2020 Stock Plan.

8. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

⁷	Note to Draft: Insert date of execution of the original grant by optionee.

9. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

10. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Optionee’s current or future participation in the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


Pardes Biosciences, Inc.

By:
		Title:



Dated: ___________________________________________
		Optionee’s Signature

		Optionee’s name and address:

ASSUMED NON-QUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Optionee:

No. of Option Shares:
		[Reflects original Option Shares as adjusted per 3.1(b) of Merger Agreement]

Option Exercise Price per Share:		$
		[FMV on Grant Date, as adjusted per 3.1(b) of Merger Agreement]

Grant Date of Assumed Option:

[Vesting/Exercisability Date:		]

Expiration Date:
		[No more than 10 years]

Reference is made to that certain Agreement and Plan of Merger dated June 29, 2021, as amended as of November 7, 2021 (the “Merger Agreement”), by and among the Pardes Biosciences, Inc., f/k/a FS Development Corp. II, (the “Company”), Pardes Biosciences, Inc., Orchard Merger Sub, Inc. and Shareholder Representative Services LLC, as Stockholders’ Representative. This non-qualified stock option agreement evidences the non-qualified stock option award granted to Optionee (the “Assumed Option”) under the Pardes Biosciences, Inc. 2020 Stock Plan (the “2020 Plan”). Pursuant to Section 3.1(b) of the Merger Agreement, the Assumed Option was assumed by the Company as of the Effective Time (as defined in the Merger Agreement) and continues in full force and effect under the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”). Subject to difference between the Plan and the 2020 Plan, which are not deemed material or adverse to Optionee, the Assumed Option documented by this non-qualified stock option agreement contains substantially the same terms, conditions, vesting and other material provisions as the Assumed Option prior to the Effective Time, except that the number of shares and per share exercise price have been adjusted as provided in Section 3.1(b)(ii) of the Merger Agreement. From the Effective Time, your Assumed Option shall solely be governed by this non-qualified stock option agreement and the Plan. As of the Effective Time, all Assumed Options shall no longer be outstanding under the 2020 Plan and the Optionee shall cease to have any rights with respect to such Assumed Option, except as provided in this non-qualified stock option agreement and the Plan.

Pursuant to the Plan and as of the Effective Time, Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, has 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 Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


Incremental Number of Option Shares Exercisable		[Exercisability Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

Notwithstanding the foregoing, in the event of a Sale Event, 100% of the then-outstanding and unvested Option Shares shall immediately be deemed vested and exercisable on the date of such Sale Event; provided, that the Optionee remains in service as a member of the Board until the date of such Sale Event. 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 Plan.

2. Manner of Exercise.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

(c) Termination for Cause. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in a consulting or other service agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by Optionee of any material written agreement between Optionee and the Company and Optionee’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Optionee to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Optionee’s duties and Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Optionee’s repeated failure to follow reasonable and lawful instructions from the Board Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Optionee’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Optionee’s commission of or participation in an act of fraud against the Company; (vii) Optionee’s intentional material damage to the Company’s business, property or reputation; or (viii) Optionee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Optionee owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Optionee’s death or disability. The foregoing definition does not in any way limit the Company’s ability to terminate a Optionee’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Affiliate or any successor thereto, if appropriate.

(d) Other Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

6. No Obligation to Continue as a Non-Employee Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect to continuance as a Non-Employee Director or in any other Service Relationship.


Pardes Biosciences, Inc.

By:
		Title:



Dated:
						Optionee’s Signature

						Optionee’s name and address:

ASSUMED NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Optionee:

No. of Option Shares:
		[Reflects original Option Shares as adjusted per 3.1(b) of Merger Agreement]

Option Exercise Price per Share:		$
		[FMV on Grant Date, as adjusted per 3.1(b) of Merger Agreement]

Original Grant Date of Assumed Option:

Date Assumed:

[Vesting/Exercisability Date		____________________]

Expiration Date:

Reference is made to that certain Agreement and Plan of Merger dated June 29, 2021, as amended as of November 7, 2021 (the “Merger Agreement”), by and among the Pardes Biosciences, Inc., f/k/a FS Development Corp. II, (the “Company”), Pardes Biosciences, Inc., Orchard Merger Sub, Inc. and Shareholder Representative Services LLC, as Stockholders’ Representative. This non-qualified stock option agreement evidences the non-qualified stock option award granted to Optionee (the “Assumed Option”) under the Pardes Biosciences, Inc. 2020 Stock Plan (the “2020 Plan”). Pursuant to Section 3.1(b) of the Merger Agreement, the Assumed Option was assumed by the Company as of the Effective Time (as defined in the Merger Agreement) and continues in full force and effect under the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”). Subject to difference between the Plan and the 2020 Plan, which are not deemed material or adverse to Optionee, the Assumed Option documented by this non-qualified stock option agreement contains substantially the same terms, conditions, vesting and other material provisions as the Assumed Option prior to the Effective Time, except that the number of shares and per share exercise price have been adjusted as provided in Section 3.1(b)(ii) of the Merger Agreement. From the Effective Time, your Assumed Option shall solely be governed by this non-qualified stock option agreement and the Plan. As of the Effective Time, all Assumed Options shall no longer be outstanding under the 2020 Plan and the Optionee shall cease to have any rights with respect to such Assumed Option, except as provided in this non-qualified stock option agreement and the Plan.

Pursuant to the Plan and as of the Effective Date, Optionee named above has 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 Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


Incremental Number of Option Shares Exercisable		[Exercisability Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

[Non-Executive Stock Options: Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested Option Shares shall immediately be deemed vested and exercisable effective immediately prior to such termination of Optionee’s Service Relationship. 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 Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Sale Event resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or to substitute an equivalent award or right for this Stock Option, and Optionee remains in a Service Relationship through the consummation of such Sale Event, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of this Stock Option shall accelerate such that this Stock Options shall be vested to the same extent as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee is a director but not an employee or Consultant of the Company (or a successor, if appropriate) at the time of consummation of the Sale Event and Optionee is removed from, or is not reelected to, the Board (or the Board of a successor, as appropriate) in connection with or following the consummation of a Sale Event, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above.

Executive Stock Options: Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) or if Optionee resigns for Good Reason (as defined below) in connection with or within three months following the consummation of a Sale Event (or such other protected period provided for in the Optionee’s Executive Employment Agreement (as defined below)), then 100% of the then outstanding and unvested Option Shares shall immediately be deemed vested and exercisable effective immediately prior to such termination of Optionee’s Service Relationship. 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 Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Sale Event resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or to substitute an equivalent award or right for this Stock Option, and Service Provider remains in a Service Relationship through the consummation of such Sale Event, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee is a director but not an employee or Consultant of the Company (or a successor, if appropriate) at the time of consummation of the Sale Event and Optionee is removed from, or is not reelected to, the Board (or the Board of a successor, as appropriate) in connection with or following the consummation of a Sale Event, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above. As used herein, “Good Reason” will have the meaning assigned to such term in the Optionee’s executive offer letter dated as of [INSERT DATE]⁸ (the “Employment Agreement”). Notwithstanding the foregoing, the vesting of this Stock Option shall accelerate such that this Stock Option shall become vested as to Option Shares then unvested in connection with Optionee’s termination of Service Relationship by the Company (or a successor, if appropriate) without Cause or by the Optionee for Good Reason as provided in, and subject to the terms and conditions of, Optionee’s Employment Agreement.]⁹

2. Manner of Exercise.

⁸	Note to Draft: To include the date of the Optionee’s offer letter with the Company.

⁹	Note to Draft: To select and conform to the language in the original grant agreement.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, (ii) by check (iii) by Cashless Exercise. For purposes hereof, “Cashless Exercise” means a program approved by the Administrator in which payment of the exercise price or tax withholding obligations or other required deductions may be satisfied, in whole or in part, with Option Shares, including by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Company) to sell Options Shares and to deliver all or part of the sale proceeds to the Company in payment of such amount.

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 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 Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations (including the satisfaction of any taxes that the Company or an Affiliate is obligated to withhold with respect to the optionee). 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.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

(c) Termination for Cause. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment or other service agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by Optionee of any material written agreement between Optionee and the Company and Optionee’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Optionee to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Optionee’s duties and Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Optionee’s repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer and Optionee’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Optionee’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Optionee’s commission of or participation in an act of fraud against the Company; (vii) Optionee’s intentional material damage to the Company’s business, property or reputation; or (viii) Optionee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Optionee owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Optionee’s death or disability. The foregoing definition does not in any way limit the Company’s ability to terminate a Optionee’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Affiliate or any successor thereto, if appropriate.

(d) Other Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

6. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Optionee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Optionee on account of such transfer.

7. No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s Service Relationship with the Company or a Subsidiary at any time.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter, including that certain Notice of Stock Option Grant and Stock Option Agreement executed by Optionee dated as of [INSERT DATE]¹⁰ issued under the Pardes Biosciences, Inc. 2020 Stock Plan.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

¹⁰	Note to Draft: Insert date of execution of the original grant by optionee.

10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

11. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Optionee’s current or future participation in the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


Pardes Biosciences, Inc.

By:
		Title:


Dated:
						Optionee’s Signature

						Optionee’s name and address:

ASSUMED RESTRICTED STOCK AWARD AGREEMENT

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN



Name of Grantee:

No. of Shares:
		[Reflects original Shares as adjusted per 3.1(c) of Merger Agreement]

Original Grant Date

Date Assumed:

Vesting Date:

Reference is made to that certain Agreement and Plan of Merger dated June 29, 2021, as amended as of November 7, 2021 (the “Merger Agreement”), by and among the Pardes Biosciences, Inc., f/k/a FS Development Corp. II, (the “Company”), Pardes Biosciences, Inc., Orchard Merger Sub, Inc. and Shareholder Representative Services LLC, as Stockholders’ Representative. This restricted stock award agreement evidences the restricted stock award granted to Optionee (the “Assumed RSA”) under the Pardes Biosciences, Inc. 2020 Stock Plan (the “2020 Plan”). Pursuant to Section 3.1(c) of the Merger Agreement, the Assumed RSA was assumed by the Company as of the Effective Time (as defined in the Merger Agreement) and continues in full force and effect under the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”). Subject to difference between the Plan and the 2020 Plan, which are not deemed material or adverse to Grantee, the Assumed RSA documented by this restricted stock award agreement contains substantially the same terms, conditions, vesting and other material provisions as the Assumed RSA prior to the Effective Time, except that the number of shares have been adjusted as provided in Section 3.1(c) of the Merger Agreement. From the Effective Time, your Assumed RSA shall solely be governed by this restricted stock award agreement and the Plan. As of the Effective Time, all Assumed RSAs shall no longer be outstanding under the 2020 Plan and the Grantee shall cease to have any rights with respect to such Assumed RSA, except as provided in this restricted stock award agreement and the Plan.

Pursuant to the Plan and as of the Effective time, Grantee has a Restricted Stock Award (an “Award”) with the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

1. Award. The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.

2. Restrictions and Conditions.

(a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.

(b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.

(c) If the Grantee’s Service Relationship with the Company or a Subsidiary is voluntarily or involuntarily terminated for any reason (including due to death or disability) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.


Incremental Number of Shares Vested		[Vesting Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Grantee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested shares of Restricted Stock shall immediately be deemed vested effective immediately prior to such termination of Grantee’s Service Relationship. For purposes hereof, “Cause” shall mean, unless otherwise provided in a consulting or other service agreement between the Company and the Grantee, a determination by the Administrator that the Grantee shall be dismissed as a result of (i) any material breach by Grantee of any material written agreement between Grantee and the Company and Grantee’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Grantee to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Grantee’s duties and Grantee’s failure to cure such condition within 30 days after receiving written notice thereof; (iv) Grantee’s repeated failure to follow reasonable and lawful instructions from the or Chief Executive Officer and Grantee’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Grantee’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Grantee’s commission of or participation in an act of fraud against the Company; (vii) Grantee’s intentional material damage to the Company’s business, property or reputation; or (viii) Grantee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Grantee owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Grantee’s death or disability. The foregoing definition does not in any way limit the Company’s ability to terminate a Grantee’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Affiliate or any successor thereto, if appropriate. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.

4. Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Grantee.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Transferability. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

7. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Paragraph 8 below, the Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued or released to the Grantee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer.

8. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the original Grant Date of the Assumed RSA, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code, which period has now passed. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

9. No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s Service Relationship with the Company or a Subsidiary at any time.

10. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter, including the Notice of Restricted Stock Award under the Pardes Biosciences, Inc. 2020 Stock Plan effective March 24, 2020 and the related Restricted Stock Agreement.

11. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Grantee’s current or future participation in the Plan, this Agreement, the shares of Restricted Stock any other Company securities or any other Company-related documents, by electronic means. By accepting this Agreement, whether electronically or otherwise, Grantee hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) if applicable, agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. To the extent Participant has been provided with a copy of this Agreement, the Plan, or any other documents relating to this Agreement in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.


Pardes Biosciences, Inc.

By:
		Title:

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 Grantee (including through an online acceptance process) is acceptable.


Dated:
						Grantee’s Signature

						Grantee’s name and address:

STOCK POWER

FOR VALUE RECEIVED and pursuant to Section 2(c) of that certain Assumed Restricted Stock Award Agreement under the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan between the undersigned (“Grantee”) and Pardes Biosciences, Inc, a Delaware corporation (the “Company”), with an original grant date of _____, 2020 and an assumed date of December 23, 2021 (the “Agreement”), the Grantee hereby sells, assigns and transfers unto the Company shares of the Common Stock of the Company standing in Grantee’s name on the Company’s books, whether held in uncertificated form or certificated form as Certificate No. , and does hereby irrevocably constitute and appoint ____ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS STOCK POWER MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE PLAN.

Date:

GRANTEE:


Dated:
						Grantee’s Signature

						Grantee’s name and address:







						Spouse of Holder (If Applicable):


						Signature
						Name: ________________________________

INCENTIVE STOCK OPTION AGREEMENT

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN



Name of Optionee:

No. of Option Shares:

Option Exercise Price per Share:		$
		[FMV on Grant Date (110% of FMV if a 10% owner)]

Grant Date:

[Vesting/Exercisability Date:		]

Expiration Date:
		[up to 10 years (5 if a 10% owner)]

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, 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 Plan.


Incremental Number of Option Shares Exercisable*		[Exercisability Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

*	Max. Option Share value of $100,000 per yr.

Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested Option Shares shall immediately be deemed vested and exercisable effective immediately prior to such termination of Optionee’s Service Relationship. 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 Plan.

2. Manner of Exercise.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

(a) Termination Due to Death. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

6. Status of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements and that this Stock Option must be exercised within three months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an “incentive stock option.” To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify the Company within 30 days after such disposition.


Pardes Biosciences, Inc.

By:
		Title:



Dated: ____________________________________________
				Optionee’s Signature

				Optionee’s name and address:

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY CONSULTANTS

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Optionee:		______________________________________________________________________

No. of Option Shares:		___________________________________

Option Exercise Price per Share:		$__________________________________

Grant Date:		___________________________________

[Vesting/Exercisability Date		___________________________________]

Expiration Date:		___________________________________

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, 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 Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

[_______________________________________], so long as Optionee continues to have a Service Relationship with the Company or a Subsidiary on such dates.

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 Plan.

2. Manner of Exercise.

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. In addition, to the extent that (A) this Stock Option is vested and remains outstanding and has not been exercised by the Optionee as of the Expiration Date and (B) the Fair Market Value of the Stock exceeds the exercise price of the Stock Option on such date, then this Stock Option shall automatically be exercised on the Expiration Date (without any action required on the part of the Optionee) pursuant to the “net exercise” arrangement described in (iv), above.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

(d) Other Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.


Pardes Biosciences, Inc.

By:
		Title:


Dated:
								Optionee’s Signature

								Optionee’s name and address:

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Optionee:		______________________________________________________________________

No. of Option Shares:		___________________________________

Option Exercise Price per Share:		$__________________________________
		[FMV on Grant Date]

Grant Date:		___________________________________

[Vesting/Exercisability Date:		___________________________________]

Expiration Date:		___________________________________
		[No more than 10 years]

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, 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 Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


Incremental Number of Option Shares Exercisable		[Exercisability Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

2. Manner of Exercise.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

3. Termination as Service Relationship.. If the Optionee’s Service Relationship with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

(b) Other Termination. If the Optionee Service Relationship with the Company or a Subsidiary ceases for any reason other than the Optionee’s death, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to have a Service Relationship, for a period of six months from such date or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee ceases to have a Service Relationship shall terminate immediately and be of no further force or effect.


Pardes Biosciences, Inc.

By:
		Title:


Dated:
						Optionee’s Signature

						Optionee’s name and address:

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Optionee:

No. of Option Shares:

Option Exercise Price per Share:		$ [FMV on Grant Date]

Grant Date:

[Vesting/Exercisability Date		____________________]

Expiration Date:

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, 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 Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1.Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee continues to have a Service Relationship with the Company or a Subsidiary on such dates:


Incremental Number of Option Shares Exercisable		[Exercisability Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

2. Manner of Exercise.

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 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 Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations (including the satisfaction of any taxes that the Company or an Affiliate is obligated to withhold with respect to the optionee). 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.

(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.

(d) Other Termination. If the Optionee’s Service Relationship with the Company or a Subsidiary terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.


Pardes Biosciences, Inc.

By:
		Title:


Dated:
								Optionee’s Signature

								Optionee’s name and address:

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee:

No. of Shares:

Grant Date:

Vesting Date:

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

2. Restrictions and Conditions.

(b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.


Incremental Number of Shares Vested		[Vesting Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

4. Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Grantee.

8. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.


Pardes Biosciences, Inc.

By:
		Title:

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 Grantee (including through an online acceptance process) is acceptable.




Dated:
								Grantee’s Signature

								Grantee’s name and address:

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR CONSULTANTS

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee:		__________________________________________

No. of Restricted Stock Units:		_____________________

Grant Date:		_____________________

[Vesting Date:		_____________________]

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Class A Common Stock, par value $0.0001 per share (the “Stock”) of the Company.

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.


Incremental Number of Restricted Stock Units Vested		[Vesting Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Service Relationship. If the Grantee’s Service Relationship with the Company or a Subsidiary terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

7. No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Service Relationship of the Grantee at any time.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.


Pardes Biosciences, Inc.

By:
		Title:

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 Grantee (including through an online acceptance process) is acceptable.


Dated: ______________________________
		Grantee’s Signature

		Grantee’s name and address:

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee:		__________________________________________

No. of Restricted Stock Units:		_____________________

Grant Date:		_____________________

[Vesting Date:		_____________________]

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.


Incremental Number of Restricted Stock Units Vested		[Vesting Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

Notwithstanding the foregoing, in the event of a Sale Event, 100% of the then-outstanding and unvested Restricted Stock Units shall immediately be deemed vested on the date of such Sale Event; provided, that the Grantee remains in service as a member of the Board until the date of such Sale Event. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Service Relationship . If the Grantee’s Service Relationship with the Company or a Subsidiary terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

7. No Obligation to Continue as a Non-Employee Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a Non-Employee Director or in another Service Relationship.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.


Pardes Biosciences, Inc.

By:
		Title:

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 Grantee (including through an online acceptance process) is acceptable.


Dated: ______________________________
		Grantee’s Signature

		Grantee’s name and address:

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE PARDES BIOSCIENCES, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee:		__________________________________________

No. of Restricted Stock Units:		_____________________

[Vesting Date:		_____________________]

Grant Date:		_____________________

Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Pardes Biosciences, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.


Incremental Number of Restricted Stock Units Vested		[Vesting Date]
_____________ (___%)
_____________ (___%)
_____________ (___%)
_____________ (___%)

Notwithstanding the foregoing, in the event of a Sale Event, upon a termination of Grantee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested Restricted Stock Units shall immediately be deemed vested effective immediately prior to such termination of Grantee’s Service Relationship. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Grantee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee’s Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s Service Relationship with the Company or a Subsidiary at any time.

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.


Pardes Biosciences, Inc.

By:
		Title:

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 Grantee (including through an online acceptance process) is acceptable.


Dated: ______________________________
		Grantee’s Signature

		Grantee’s name and address:

Pardes Biosciences (PRDS) 8-KEntry into a Material Definitive Agreement