Exhibit 10.6
SYNLOGIC, INC.
2023 INDUCEMENT EQUITY INCENTIVE AWARD PLAN
PURPOSE
The purpose of the Synlogic, Inc. 2015 Inducement Equity Incentive Award Plan (as it may be amended from time to time, the “Plan”) is to promote the success and enhance the value of Synlogic, Inc. (the “Company”) by enhancing the Company’s ability to attract new Employees who are expected to make important contributions to the Company and by providing these individuals with equity ownership opportunities that are intended to better align the interests of such persons with those of the Company’s stockholders. The Company intends that the Plan be reserved for persons whom the Company may issue securities without stockholder approval as an inducement pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.
The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority is in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
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The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Holder’s employee-employer relationship shall be deemed to be terminated in the event that the
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Affiliate employing such Holder ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).
SHARES SUBJECT TO THE PLAN
GRANTING OF AWARDS
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PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION.
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GRANTING OF OPTIONS
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EXERCISE OF OPTIONS
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AWARD OF RESTRICTED STOCK
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AWARD OF RESTRICTED STOCK UNITS
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AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, STOCK PAYMENTS, DEFERRED STOCK, DEFERRED STOCK UNITS
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AWARD OF STOCK APPRECIATION RIGHTS
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ADDITIONAL TERMS OF AWARDS
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ADMINISTRATION
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MISCELLANEOUS PROVISIONS
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The adjustments provided under this Section 14.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.
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