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
(a) Administration 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.
(c) Delegation 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
4. Stock Available for Awards
(a) Number of Shares; Share Counting.
(1) Authorized Number of Shares. Subject
to adjustment under Section 9, Awards may be made under the Plan for up to 1,700,000 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.
(2) Share Counting. For purposes of counting
the number of shares available for the grant of Awards under the Plan:
(A) all 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;
(B) if 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
(C) shares 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.
(a) General. 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.
(b) Exercise 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:
(1) if the Common Stock trades on a national
securities exchange, the closing sale price (for the primary trading session) on the date of grant; or
(2) if the 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
(3) if the 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.