Exhibit 10.4
Verve Therapeutics, Inc.
STOCK OPTION AGREEMENT
Verve Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Notice of Grant
Name of optionee (the “Participant”): |
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Grant Date: |
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Incentive Stock Option or Nonstatutory Stock Option: |
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Number of shares of the Company’s Common Stock subject to this option (“Shares”): |
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Option exercise price per Share:1 |
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Number, if any, of Shares that vest immediately on the grant date: |
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Shares that are subject to vesting schedule: |
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Vesting Start Date: |
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Final Exercise Date: 2 |
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Vesting Schedule:
Vesting Date: | Number of Options that Vest: |
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All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. |
1 This must be at least 100% of the Grant Date Fair Market Value (as defined in the Plan) of the Common Stock on the date of grant of the option. For the option to qualify as an incentive stock option (an “ISO”) under Section 422 of the Internal Revenue Code, this must be 110% in the case of a Participant that owns more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary (a “10% Shareholder”)).
2 The Final Exercise Date must be no more than 10 years from the date of grant for the option. For the option to qualify as an ISO, the Final Exercise Date must be no more than 5 years in the case of a 10% Shareholder. The correct approach to calculate the final exercise date is to use the day immediately prior to the date ten years out from the date of the stock option award grant (5 years in the case of a 10% Shareholder).
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
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| Verve Therapeutics, Inc. |
Signature of Participant |
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| By: |
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Street Address |
| Name of Officer Title: |
City/State/Zip Code |
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Verve Therapeutics, Inc.
Stock Option Agreement
Incorporated Terms and Conditions
This agreement evidences the grant by the Company, on the grant date (the “Grant Date”) set forth in the Notice of Grant that forms part of this agreement (the “Notice of Grant”), to the Participant of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2021 Stock Incentive Plan (the “Plan”), the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company (“Common Stock”), at the exercise price per Share set forth in the Notice of Grant. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Final Exercise Date set forth in the Notice of Grant (the “Final Exercise Date”).
The option evidenced by this agreement is intended to be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) to the maximum extent permitted by law, solely to the extent designated as an incentive stock option in the Notice of Grant. Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant[, provided, however, that upon the Participant’s death while the Participant is providing services to the Company as an employee or member of the Company’s board of directors, this option will vest and become immediately exercisable]3.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.
3 Include for employees/board members only.
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This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.
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ANNEX A
Verve Therapeutics, Inc.
Stock Option Exercise Notice
Verve Therapeutics, Inc.
500 Technology Square, Suite 901
Cambridge, MA 02139
Dear Sir or Madam:
I, (the “Participant”), hereby irrevocably exercise the right to purchase shares of the Common Stock, $0.001 par value per share (the “Shares”), of Verve Therapeutics, Inc. (the “Company”) at $ per share pursuant to the Company’s 2021 Stock Incentive Plan and a stock option agreement with the Company dated (the “Option Agreement”). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship.
Dated: |
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Signature | |
Print Name: | |
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Address: | |
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Name and address of persons in whose name the Shares are to be jointly registered (if applicable):
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