Attached files
file | filename |
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EX-32.1 - EX-32.1 - REGENXBIO Inc. | rgnx-ex321_129.htm |
EX-31.2 - EX-31.2 - REGENXBIO Inc. | rgnx-ex312_130.htm |
EX-31.1 - EX-31.1 - REGENXBIO Inc. | rgnx-ex311_131.htm |
EX-23.1 - EX-23.1 - REGENXBIO Inc. | rgnx-ex231_132.htm |
EX-21.1 - EX-21.1 - REGENXBIO Inc. | rgnx-ex211_133.htm |
EX-10.42 - EX-10.42 - REGENXBIO Inc. | rgnx-ex1042_134.htm |
EX-10.4 - EX-10.4 - REGENXBIO Inc. | rgnx-ex104_136.htm |
EX-4.2 - EX-4.2 - REGENXBIO Inc. | rgnx-ex42_137.htm |
10-K - 10-K - REGENXBIO Inc. | rgnx-10k_20201231.htm |
EXHIBIT 10.5
REGENXBIO Inc.
2015 Equity Incentive Plan
Notice of Stock Option Grant
You have been granted the following option to purchase shares of the common stock of REGENXBIO Inc. (the “Company”):
Name of Optionee: |
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[Participant Name] |
Total Number of Shares: |
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[Number of Units] |
Type of Option: |
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[Incentive Stock Option or Nonstatutory Stock Option] |
Exercise Price per Share: |
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[Exercise Price] |
Date of Grant: |
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[Grant Date] |
Vesting Commencement Date: |
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[Vesting Commencement Date] |
Vesting Schedule: |
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[Vesting Schedule] |
Expiration Date: |
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[10th anniversary of Date of Grant]. This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement, and may terminate earlier in connection with certain corporate transactions as described in Article 9 of the Plan. |
You and the Company agree that this option is granted under and governed by the terms and conditions of the Company’s 2015 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, both of which are attached to, and made a part of, this document.
You further agree to accept by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.
You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s common stock.
Optionee |
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REGENXBIO Inc. |
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By: |
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[Participant Name] |
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Name: |
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[Authorized Individual Name] |
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Title: |
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[Authorized Individual Title] |
REGENXBIO Inc.
2015 Equity Incentive Plan
Stock Option Agreement
Grant of Option |
Subject to all of the terms and conditions set forth in the Notice of Stock Option Grant, this Stock Option Agreement (the “Agreement”) and the Plan, the Company has granted you an option to purchase up to the total number of shares specified in the Notice of Stock Option Grant at the exercise price indicated in the Notice of Stock Option Grant. All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Notice of Stock Option Grant or the Plan. For all purposes applicable to this option, “Service” means your continuous service as an Employee, Outside Director or Consultant. |
Tax Treatment |
This option is intended to be an incentive stock option under Section 422 of the Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant. However, even if this option is designated as an incentive stock option in the Notice of Stock Option Grant, it shall be deemed to be a nonstatutory stock option to the extent it does not qualify as an incentive stock option under federal tax law, including under the $100,000 annual limitation under Section 422(d) of the Code. |
Vesting |
This option vests and becomes exercisable in accordance with the vesting schedule set forth in the Notice of Stock Option Grant. In no event will this option vest or become exercisable for additional shares after your Service has terminated for any reason. |
Term |
This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (This option will expire earlier if your Service terminates, as described below, and this option may be terminated earlier as provided in Article 9 of the Plan.) |
Termination of Service |
If your Service terminates for any reason, this option will expire immediately to the extent the option is unvested as of your termination date and does not vest as a result of your termination of Service. The Company determines when your Service terminates for all purposes of this option. |
Regular Termination |
If your Service terminates for any reason except death or total and permanent disability, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date three months after your termination date. |
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Form of Payment |
When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms: •By delivering to the Company your personal check, a cashier’s check or a money order, or arranging for a wire transfer. •By delivering to the Company certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you. •By giving to a securities broker approved by the Company irrevocable directions to sell all or part of your option shares and to deliver to the Company, from the sale proceeds, an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given in accordance with the instructions of the Company and the broker. This exercise method is sometimes called a “same-day sale.” |
Withholding Taxes |
You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. These arrangements include payment in cash. With the Company’s consent, these arrangements may also include (a) payment from the proceeds of the sale of shares through a Company-approved broker, (b) withholding shares of Company stock that otherwise would be issued to you when you exercise this option with a fair market value no greater than the minimum amount required to be withheld by law, (c) surrendering shares that you previously acquired with a fair market value no greater than the minimum amount required to be withheld by law, or (d) withholding cash from other compensation. The fair market value of withheld or surrendered shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes. |
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Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). |
The Plan and Other Agreements |
The text of the Plan is incorporated in this Agreement by reference. This Plan, this Agreement and the Notice of Stock Option Grant constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties. |
By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.
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