Full Press Release Details
ASTRIA THERAPEUTICS, INC.
2022 INDUCEMENT STOCK INCENTIVE PLAN
The purpose of this 2022 Inducement Stock Incentive
Plan (the "Plan") of Astria Therapeutics, Inc., a Delaware corporation (the "Company"), is to advance
the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who
are expected to make important contributions to the Company with an inducement material for such persons to enter into employment with
the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better
align the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term
"Company" shall include any of the Company's present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the "Code") and any
other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company (the "Board").
Awards under the Plan may only be granted to persons
who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona
fide period of non-employment, in either case as an inducement material to the individual's entering into employment with the Company
and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). For the avoidance of doubt, neither consultants nor advisors
shall be eligible to participate in the Plan. Each person who is granted an Award under the Plan is deemed a "Participant."
The Plan provides for the following types of awards, each of which is referred to as an "Award":
Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock
Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).
3. Administration and Delegation
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe
and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall
be the sole and final judge of such expediency. All decisions by the Board with respect to the Plan and any Awards shall be made in the
Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.
The Board may delegate administration of the Plan to a Committee or Committees (as defined in Section 3(b)), as provided in Section 3(b).
Notwithstanding the foregoing or anything in the Plan to the contrary, the grant of any Award under the Plan must be approved by the Company's
independent compensation committee or a majority of the Company's independent directors (as defined in Nasdaq Stock Market Rule
5605(a)(2)) in order to comply with the exemption from the stockholder approval requirement for "inducement grants" provided
under Nasdaq Stock Market Rule 5635(c)(4).
(b) Appointment of Committees. To the
extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees
of the Board (a "Committee"). All references in the Plan to the "Board" shall mean the Board or a Committee
of the Board or the officers referred to in Section 3(c) to the extent that the Board's powers or authority under the Plan have
been delegated to such Committee or officers.
to Officers. Subject to any requirements of applicable law (including as applicable Sections 152 and 157(c) of the General Corporation
Law of the State of Delaware) and applicable Nasdaq Stock Market rules, the Board may delegate to one or more officers of the Company
the power to grant Awards (subject to any limitations under the Plan) officers of the Company and to exercise such other powers under
the Plan as the Board may determine, provided that the Board shall fix the terms of Awards to be granted by such officers, the maximum
number of shares subject to Awards that the officers may grant, and the time period in which such Awards may be granted; and provided
further, that no officer shall be authorized to grant Awards to any "executive officer" of the Company (as defined in Rule
3b-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any "officer" of the Company
(as defined by Rule 16a-1(f) under the Exchange Act).
4. Stock Available for
of Shares; Share Counting.
Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 700,000 shares of common stock,
$0.001 par value per share, of the Company (the "Common Stock"). Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares or treasury shares.
Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan:
shares of Common Stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Plan;
provided, however, that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company grants an SAR in tandem
with an Option for the same number of shares of Common Stock and provides that only one such Award may be exercised (a "Tandem
SAR"), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the expiration
of one in connection with the other's exercise will not restore shares to the Plan;
any Award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part
(including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price
pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued (including as a result of an SAR that
was settleable either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall again be
available for the grant of Awards; provided, however, that (1) in the case of the exercise of an SAR, the number of shares counted against
the shares available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually
exercised, regardless of the number of shares actually used to settle such SAR upon exercise and (2) the shares covered by a Tandem SAR
shall not again become available for grant upon the expiration or termination of such Tandem SAR; and
of Common Stock delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase shares
of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations with respect to Awards (including shares retained
from the Award creating the tax obligation) shall be added back to the number of shares available for the future grant of Awards.
The Board may grant options to purchase Common Stock (each, an "Option") and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of
each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. All
Options under the Plan shall be Nonstatutory Stock Options. A "Nonstatutory Stock Option" is an Option which is not intended
to be an "incentive share option" within the meaning of Section 422 of the Code.
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement.
The exercise price shall be not less than 100% of the Grant Date Fair Market Value (as defined below) of the Common Stock on the date
the Option is granted; provided that if the Board approves the grant of an Option with an exercise price to be determined on a future
date, the exercise price shall be not less than 100% of the Grant Date Fair Market Value on such future date. "Grant Date Fair
Market Value" of a share of Common Stock for purposes of the Plan will be determined as follows:
Common Stock trades on a national securities exchange, the closing sale price (for the primary trading session) on the date of grant;
Common Stock does not trade on any such exchange, the average of the closing bid and asked prices on the date of grant as reported by
an over-the-counter marketplace designated by the Board; or
Common Stock is not publicly traded, the Board will determine the Grant Date Fair Market Value for purposes of the Plan using any measure
of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent with the
valuation principles under Code Section 409A.
For any date that is not a trading day, the Grant
Date Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid
and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly.
The Board can substitute a particular time of day or other measure of "closing sale price" or "bid and asked prices"
if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis
or such longer period as is consistent with Code Section 409A.
The Board has sole discretion to determine the
Grant Date Fair Market Value for purposes of the Plan, and all Awards are conditioned on the participants' agreement that the Board's
determination is conclusive and binding even though others might make a different determination.
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the
applicable Option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.
of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved
by the Company, together with payment in full (in the manner specified in Section 5(e)) of the exercise price for the number of shares
for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:
cash or by check, payable to the order of the Company;
as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery of an