Exhibit 99.3
VIRAX BIOLABS GROUP LTD.
2023 EQUITY INCENTIVE PLAN
PURPOSE
The purpose of this Virax Biolabs Group Ltd. Equity Incentive Plan (the “Plan”) is to benefit Virax Biolabs Group Ltd., a Delaware corporation (the “Company”) and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing.
DEFINITIONS
The following definitions shall be applicable throughout the Plan unless the context otherwise requires:
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Notwithstanding the foregoing, solely for the purpose of determining the timing of any payments pursuant to any Award constituting a “deferral of compensation” subject to Code Section 409A, a Change of Control shall be limited to a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the assets of the Company” as such terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.
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EFFECTIVE DATE OF PLAN
The Plan shall be effective as of the Effective Date, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such date.
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ADMINISTRATION
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SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON
ELIGIBILITY AND TERMINATION OF SERVICE
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Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time period may not extend beyond the expiration date of the Award term.
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OPTIONS
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RESTRICTED STOCK AWARDS
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UNRESTRICTED STOCK AWARDS
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RESTRICTED STOCK UNIT AWARDS
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PERFORMANCE UNIT AWARDS
PERFORMANCE STOCK AWARDS
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DISTRIBUTION EQUIVALENT RIGHTS
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STOCK APPRECIATION RIGHTS
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RECAPITALIZATION OR REORGANIZATION
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AMENDMENT AND TERMINATION OF PLAN
The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that (i) no amendment to Section 7.8 (repricing prohibitions) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Holder or beneficiary (unless such change is required in order to exempt the Plan or any Award from Section 409A of the Code).
MISCELLANEOUS
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VIRAX BIOLABS GROUP LTD.
2023 EQUITY INCENTIVE PLAN
UNITED KINGDOM SUB-PLAN
The United Kingdom Sub-plan (the “UK Sub-Plan”), as set forth herein, is intended to apply to grants of Options to which the terms and conditions of this UK Sub-Plan are expressly incorporated. Unless the context otherwise requires, all expressions used in the UK Sub-Plan have the same meaning as set forth in the Virax Biolabs Group Ltd. 2023 Equity Incentive Plan (the “Plan”), as amended from time to time; provided that all other words and terms not otherwise defined shall have the meaning attributed by Schedule 5 which for the purposes hereof (but for no other purpose) shall take precedence. For the avoidance of doubt the UK Sub-Plan is not intended to provide rights with respect to Options to which the UK Sub-Plan applies in addition to those rights granted under the Plan. Rather, the UK Sub-Plan has been adopted for the purpose of ensuring that Options to which the UK Sub-Plan applies will satisfy the requirements of Schedule 5.
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“Associate” - has the meaning given to associate by paragraph 31, paragraph 32 and paragraph 33 of Schedule 5, with Chapter 11 of Part 7 of ITEPA 2003 being applied for the purposes of paragraph 32(2).
“Constituent Company” - the Company, and any other Group Company to which this UK Sub-Plan is expressed to extend.
“Eligible Employee” - any employee of a Constituent Company who:
a) must spend on average at least the Statutory Minimum Time on the business of the Group;
b) does not have a Material Interest (either alone or together with one or more Associates); and
c) has no Associates or Associates who or which has or (taken together) have a Material Interest.
“EMI Option” - an option to acquire shares granted by the Company under this UK Sub-Plan or any other Schedule 5 EMI scheme and which qualifies as an enterprise management incentive under the provisions of paragraph 1 (2) Schedule 5.
“Employer NICs” - any secondary class 1 (employer) national insurance contributions (or any similar liability for social security contribution in any jurisdiction) that the Company or any Group Company being an employer of a Participant is liable to pay as a result of any event or circumstance that may be lawfully recovered from the Participant.
“Fair Market Value” - the market value of a Share determined to the satisfaction of the Board in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 provided that if the Shares are subject to Restricted Shares (as defined in paragraph 5(8) of Schedule 5) the Fair Market Value shall be determined as if they were not.
“Group” - the Company and its Subsidiaries and the term “Group Company” shall be construed accordingly.
“HMRC” - UK HM Revenue & Customs.
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“ITEPA 2003” - the Income Tax (Earnings and Pensions) Act 2003.
“Material Interest” - has the meaning given in paragraph 28 of Schedule 5.
“Participant” means an Eligible Employee granted an Option under this Sub-Plan.
“Schedule 5” - Schedule 5 to ITEPA 2003.
“Statutory Minimum Time” - committed time, (as defined in paragraph 26 of Schedule 5), equal to the statutory threshold (as defined in that paragraph).
“UK Sub-Plan Option” - an Option granted to an Eligible Employee under this UK Sub-Plan
The effective date and expiration date of this UK Sub-Plan shall be the same as the Effective Date and expiration date of the Plan.
Notwithstanding anything contained in the Plan to the contrary:
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Section 6 of the Plan shall apply to this UK Sub-Plan except that:
For these purposes Fair Market Value shall be measured on the date of grant of the EMI Options An EMI Option is not subsisting for this purpose to the extent it has lapsed, been surrendered, renounced or exercised.
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If a Participant ceases to be an employee of any Group Company for a reason other than death or one of the reasons set out in Section 6(g)(i) through (v), his UK Sub-Plan Option shall become incapable of exercise with effect from the date of cessation of employment and remain incapable of exercise unless and until the Committee determines that the Participant will be permitted to exercise his Option under Section 6(g)(vi).
For the purposes of applying this Section 6(g), a Participant shall cease to be an employee of any Group Company if he gives or is given notice of termination of his employment such that he will no longer be an employee of any Group Company, provided that there are no arrangements for him to commence a new employment with any other Group Company. If his employment terminates in other circumstances without notice, a Participant shall cease to be an employee of a Group Company on the date of termination. A female Participant ceases to be an employee due to pregnancy only when she no longer has any right to return to work.
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Section 14 of the Plan shall not apply to this UK Sub-Plan.
Sections 8 and 10 of the Plan shall not apply to this UK Sub-Plan.
Sections 11 and 12 of the Plan shall not apply to this UK Sub-Plan.
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The withholding provisions in Section 17.3 of the Plan shall apply to this UK Sub-Plan except that:
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