EXHIBIT 10.8
VERA THERAPEUTICS, INC.
STOCK OPTION GRANT NOTICE
(2024 INDUCEMENT PLAN)
Vera Therapeutics, Inc. (the “Company”), pursuant to its 2024 Inducement Plan (as may be amended and/or restated as of the Date of Grant set forth below, the “Plan”), has granted to Optionholder an Option to purchase the number of shares of the Common Stock set forth below (the “Option”) as an inducement material to you entering into employment with the Company in compliance with Nasdaq Listing Rule 5635(c)(4). The Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (the “Grant Notice”) and in the Plan, the Option Agreement, and the Notice of Exercise, all of which are attached to this Grant Notice and incorporated into this Grant Notice in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Plan or the Option Agreement shall have the meanings set forth in the Plan or the Option Agreement, as applicable. If the Company uses an electronic capitalization table system (such as Carta or Shareworks) and the fields below are blank or the information is otherwise provided in a different format electronically, the blank fields and other information (such as exercise schedule and type of grant) shall be deemed to come from the electronic capitalization system and is considered part of this Grant Notice.
Optionholder: | [●] |
Date of Grant: | [●] |
Vesting Commencement Date: | [●] |
Number of Shares of Common Stock Subject to Option: | [●] |
Exercise Price (Per Share): | [●] |
Total Exercise Price: | [●] |
Expiration Date: | [●] |
Exercise Schedule: | Same as Vesting Schedule |
Type of Grant: | Nonstatutory Stock Option |
Vesting Schedule: [Sample of standard vesting: 12/48ths of the total shares will vest on the first anniversary of the Vesting Commencement Date, and 1/48th of the total shares will vest each month thereafter on the same day of the month as the Vesting Commencement Date (or if there is no corresponding day, on the last day of the month), subject to Optionholder’s Continuous Service through each such date.]
Optionholder Acknowledgements: By Optionholder’s signature below or by electronic acceptance or authentication in a form authorized by the Company, Optionholder understands and agrees that the Option is governed by this Stock Option Grant Notice, and the provisions of the Plan and the Option Agreement and the Notice of Exercise, all of which are made a part of this document.
By accepting this Option, Optionholder consents to receive this Grant Notice, the Option Agreement, the Plan, and any other Plan-related 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. Optionholder represents that he or she has read and is familiar with the provisions of the Plan and the Option Agreement. Optionholder acknowledges and agrees that this Grant Notice and the Option Agreement may not be modified, amended or revised except in writing signed by Optionholder and a duly authorized officer of the Company.
Optionholder further acknowledges that in the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise and the terms of the Plan, the terms of the Plan shall
EXHIBIT 10.8
control. Optionholder further acknowledges that the Option Agreement sets forth the entire understanding between Optionholder and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) any other equity award concurrently granted to Optionholder; and (ii) any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and Optionholder in each case that specifies the terms that should govern this Option.
Optionholder further acknowledges that this Grant Notice has been prepared on behalf of the Company by Cooley LLP, counsel to the Company and that Cooley LLP does not represent, and is not acting on behalf of, Optionholder in any capacity. Optionholder has been provided with an opportunity to consult with Optionholder’s own counsel with respect to this Grant Notice.
This Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Vera Therapeutics, Inc. |
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Title: |
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Date: |
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Attachments: Option Agreement, 2024 Inducement Plan and Notice of Exercise
EXHIBIT 10.8
ATTACHMENT I
OPTION AGREEMENT
VERA THERAPEUTICS, INC.
INDUCEMENT AWARD UNDER THE 2024 INDUCEMENT PLAN
OPTION AGREEMENT
(NONSTATUTORY STOCK OPTION)
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Vera Therapeutics, Inc. (the “Company”) has granted you an Option award under its 2024 Inducement 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 as an inducement material to you entering into employment with the Company in compliance with Nasdaq Listing Rule 5635(c)(4). 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:
1.
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6.
ATTACHMENT II
2024 INDUCEMENT PLAN
ATTACHMENT III
NOTICE OF EXERCISE
VERA THERAPEUTICS, INC.
NOTICE OF EXERCISE
This constitutes notice to Vera Therapeutics, 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. Capitalized terms not explicitly defined in this Notice of Exercise but defined in the Stock Option Grant Notice, Option Agreement or 2024 Inducement Plan, as may be amended from time to time, (the “Plan”) shall have the meanings set forth in the Stock Option Grant Notice, Stock Option Agreement and Plan. Use of certain payment methods is subject to Company and/or Board consent and certain additional requirements set forth in the Option Agreement and the Plan. If the Company uses an electronic capitalization table system (such as Carta or Shareworks) and the fields below are blank, the blank fields shall be deemed to come from the electronic capitalization system and is considered part of this Notice of Exercise.
Option Information |
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Type of Option: | Nonstatutory |
Stock Option dated: |
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Number of Shares as to which Option is exercised: |
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Certificates to be issued in name of: |
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Exercise Information |
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Date of Exercise: |
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Total exercise price: |
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Cash: |
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Regulation T Program (cashless exercise): |
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Value of _________ Shares delivered with this notice: |
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Value of _________ Shares pursuant to net exercise: |
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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 Plan, Stock Option Grant Notice and the Option Agreement, and (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. I further agree that this Notice of Exercise may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of 180 days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company will request to facilitate compliance with applicable FINRA rules) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop‑transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.
Very truly yours,
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(Signature)
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Name (Please Print)
Address of Record: ____________________________________
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Email: ____________________________________