Exhibit 10.3
ELOXX PHARMACEUTICALS, INC.
STOCK OPTION GRANT NOTICE (2018 EQUITY INCENTIVE PLAN)
Eloxx Pharmaceuticals, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Stock Option Grant Notice and the Plan, the terms of the Plan will control.
Optionholder: | Sumit Aggarwal |
Date of Grant: | 08/23/2023 |
Vesting Commencement Date: | See Vesting Schedule Below |
Number of Shares Subject to Option: | 25,000 |
Exercise Price (Per Share): | $4.63 |
Expiration Date: | 08/23/2033 |
Type of Grant: Incentive Stock Option Nonstatutory Stock Option
Exercise Schedule: Same as Vesting Schedule
Vesting Schedule: The shares of Common Stock subject to this option shall vest upon the earliest to occur of: (i) the Company achieving a market capitalization of $35 million or more (as calculated based on the closing price of a share of Common Stock and the number of shares of Common Stock outstanding on the applicable testing date, as tested on a daily basis), (ii) the consummation of one or more capital raising transactions (whether in the form of cash, debt, equity or other property, or a combination thereof) having an aggregate value of least $25 million, or (iii) the consummation of a Change in Control (each, a “Qualifying Event”), subject to Participant’s Continuous Service with the Company through the date of the applicable Qualifying Event.
Payment: By one or a combination of the following items (described in the Option Agreement):
By cash, check, bank draft or money order payable to the Company
Pursuant to a Regulation T Program if the shares are publicly traded
By delivery of already-owned shares if the shares are publicly traded
If and only to the extent this option is a Nonstatutory Stock Option, by a “net exercise” arrangement
Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement 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, if applicable, (i) equity awards previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment agreement, severance agreement, offer letter or other written agreement entered into between the Company and Participant specifying the terms that should govern this specific option. By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Eloxx Pharmaceuticals, Inc. Optionholder:
By:
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Signature
Title: CFO
Date: October 17, 203
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Signature
Date: 10/17/2023
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Attachments: Option Agreement, 2018 Equity Incentive Plan and Notice of Exercise
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Attachment I
ELOXX PHARMACEUTICALS, INC. OPTION AGREEMENT
(2018 Equity Incentive Plan) (Nonstatutory Stock Option)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Eloxx Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2018 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:
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reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.
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other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.
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This Option Agreement will be deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached.
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