Exhibit 10.5
FibroGen, Inc.
Stock Option Grant Notice
(2024 Equity Incentive Plan)
FibroGen, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.
Optionholder: | %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% |
ID: | %%EMPLOYEE_IDENTIFIER%-% |
Date of Grant: | %%OPTION_DATE,’MONTH DD, YYYY’%-% |
Grant Number: | %%OPTION_NUMBER%-% |
Option Type: | %%OPTION_TYPE%-% |
Vesting Commencement Date: | %%VEST_BASE_DATE,’MONTH DD, YYYY’%-% |
Number of Shares Subject to Option: | %%TOTAL_SHARES_GRANTED,’999,999,999’%-% |
Exercise Price (Per Share): | %%OPTION_PRICE,’$999,999,999.99’%-% |
Total Exercise Price: | %%TOTAL_OPTION_PRICE,’$999,999,999.99’%-% |
Expiration Date: | %%EXPIRE_DATE_PERIOD1,’MONTH DD, YYYY’%-% |
Vesting Schedule: | Subject to Section 9 of the Option Agreement, one-fourth (1/4th) of the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in a series of twelve (12) successive substantially equal quarterly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such vesting date. |
Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein.
By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company.
FibroGen, Inc.
By: | /s/ Juan Graham |
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Title: | Chief Financial Officer |
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Attachments: 2024 Equity Incentive Plan
FibroGen, Inc.
2024 Equity Incentive Plan
Option Agreement
(Incentive Stock Option or Nonstatutory Stock Option)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, FibroGen, Inc. (the “Company”) has granted you an option under its 2024 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:
If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.
a substantial reduction in your duties or responsibilities (and not simply a change in title or reporting relationships) in effect immediately prior to the effective date of the Change in Control; provided, however, that it shall not be a “Constructive Termination” if the Company is retained as a separate legal entity or business unit following the effective date of the Change in Control and you hold the same position in such legal entity or business unit as you held before the effective date of the Change in Control;
a material reduction by the Company (or its successor corporation) in your annual base salary, as in effect on the effective date of the Change in Control or as increased thereafter; any failure by the Company (or its successor corporation) to continue in effect any benefit plan or program, including incentive plans or plans with respect to the receipt of securities of the Company, in which you were participating immediately prior to the effective date of the Change in Control (hereinafter referred to as “Benefit Plans”), or the taking of any action
by the Company (or its successor corporation) that would adversely affect your participation in or reduce your benefits under the Benefit Plans or deprive you of any fringe benefit that you enjoyed immediately prior to the effective date of the Change in Control; provided, however, that a Constructive Termination shall not be deemed to have occurred if the Company (or its successor corporation) provides for your participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans;
a relocation of your business office location more than fifty (50) miles from the location at which you performed your duties as of the effective date of the Change in Control, except for required travel by you on the Company’s (or its successor corporation’s) business to an extent substantially consistent with your business travel obligations prior to the effective date of the Change in Control; or
a material breach by the Company (or its successor corporation) of any provision of any material agreement between you and the Company concerning the terms and conditions of your employment.
For purposes of this Agreement, notwithstanding anything to the contrary contained in the Plan, the term “Change in Control” shall be defined as in the Plan, except that the term shall not include the implementation of anti-takeover measures, including, without limitation, a recapitalization or reorganization of the Company’s capital structure, whether by merger, amendment of the Company’s certificate of incorporation or certificate(s) of designations, or otherwise, solely for the purposes of the implementation of a dual class stock structure, in which one class of securities has greater voting power on matters involving a change of control and other related issues, irrespective of (i) whether such anti-takeover measure includes a voting agreement or a proxy with respect to the Company’s shares; or (ii) whether such recapitalization, reorganization or anti-takeover measure results in a change in Ownership of greater than fifty percent (50%) of the total voting power of the Company.
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This Option Agreement will be deemed to be signed by you upon your physical or
digital signature of the attached Grant Notice.
NOTICE OF EXERCISE
FibroGen, Inc.
Attention: Stock Plan Administrator
409 Illinois St. San Francisco, CA 94158
Date of Exercise: _______________
This constitutes notice to FibroGen, Inc. (the “Company”) under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below.
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Number of Shares as to which option is exercised: |
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Total exercise price: | $ |
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Broker: |
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Broker Contact Information: |
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By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the FibroGen, Inc. 2024 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an Incentive Stock Option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option.
Very truly yours,
Signature
Print Name