EXHIBIT 10.18
Arcus Biosciences, Inc.
2020 Inducement Plan
Adopted by the Board of Directors: January 22, 2020
Amended: November 24, 2020
Amended: February 18, 2021
Amended: December 27, 2021
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Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be Nonstatutory Stock Options. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement (whether an Option Agreement or a Stock Appreciation Right Agreement) will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:
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Unless an Award Agreement provides otherwise, each outstanding Award held by a Participant who remains an Employee, Consultant or Director as of the effective time of a Corporate Transaction (a “Current Participant”) shall become fully vested (in the case of an Award subject to one or more Performance Goals at deemed attainment at 100% of target levels) and, if applicable, exercisable immediately prior to the effective time of the transaction. However the prior sentence shall not apply, and an outstanding Award shall not become vested and, if applicable, exercisable, if and to the extent the Award is continued, assumed or substituted as provided for in clauses (i), (ii) or (iii) above. In addition, the prior two sentences will not apply to an Award held by a Participant who is not a Current Participant, unless an Award Agreement provides otherwise or unless the Company and the acquirer, purchaser or successor entity (as applicable) agree otherwise.
For avoidance of doubt, the Board shall have the discretion, exercisable either at the time an Award is granted or at any time while the Award remains outstanding, to provide for the acceleration of vesting upon the occurrence of a Corporate Transaction, whether or not the Award is to be assumed or replaced in the transaction, or in connection with a termination of the Participant’s Continuous Service following a transaction. Furthermore, no modification or substitution of an Award shall,
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without the consent of the Participant, impair the Participant’s rights or increase the Participant’s obligations under such Award.
Any action taken under this Section 9(c) shall either preserve an Award’s status as exempt from Code Section 409A or comply with Code Section 409A.
The Board may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
The Plan will come into existence on the Effective Date. No Award may be granted prior to the Effective Date.
The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.
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A transaction shall not constitute a Change in Control or a Corporate Transaction if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities
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immediately before such transaction. In addition, if a Change in Control or a Corporate Transaction constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.
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