Full Press Release Details
ASTRIA THERAPEUTICS, INC.
AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN
The purpose of this 2015 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 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").
All of the Company's employees, officers and directors,
as well as consultants and advisors to the Company (as such terms are defined and interpreted for purposes of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), or any successor form) are eligible to be granted Awards under
the Plan. Each person who is granted an Award under the Plan is deemed a "Participant." "Award"
means 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).
(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 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.
(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.
Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the
Company the power to grant Options and other Awards that constitute rights under Delaware law (subject to any limitations under the
Plan) to employees or 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 such Awards to be granted by such officers (including the
exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of
shares subject to such Awards that the officers may grant; provided further, however, that no officer shall be
authorized to grant such Awards to any "executive officer" of the Company (as defined by 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 under the Exchange Act). The Board may not delegate authority under this Section 3(c) to
grant Restricted Stock, unless Delaware law then permits such delegation.
(a) Number of Shares; Share Counting.
(1) Authorized Number of Shares. Subject
to adjustment under Section 9, Awards may be made under the Plan (any or all of which Awards may be in the form of Incentive Stock
Options, as defined in Section 5(b)) for up to such number of shares of common stock, $0.001 par value per share, of the Company
(the "Common Stock") as is equal to the sum of:
(A) 2,962,041 shares of Common
(B) such additional number
of shares of Common Stock (up to 25,077 shares) as is equal to the sum of (x) the 432 shares of Common Stock reserved for issuance under
the Company's 2008 Equity Incentive Plan (the "Existing Plan") that remained available for grant under the Existing Plan
immediately prior to the closing of the Company's initial public offering and (y) the number of shares of Common Stock subject to
awards granted under the Existing Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased
by the Company at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of Incentive
Stock Options to any limitations of the Code).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, 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 Incentive Stock Options, the foregoing
shall be subject to any limitations under the Code, (2) 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 (3) the shares covered
by a Tandem SAR shall not again become available for grant upon the expiration or termination of such Tandem SAR;
(C) shares of Common Stock
delivered (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 (including shares retained from the Award creating the
tax obligation) shall not be added back to the number of shares available for the future grant of Awards; and
(D) shares of Common Stock
repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of shares
available for future grant of Awards.
(b) Substitute Awards. In
connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity,
the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations
on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1),
except as may be required by reason of Section 422 and related provisions of the Code.
(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.
(b) Incentive Stock Options. An
Option that the Board intends to be an "incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of Astria Therapeutics, Inc., any of Astria Therapeutics, Inc.'s
present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities
the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Stock Option shall
be designated a "Nonstatutory Stock Option." The Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the
Company converts an Incentive Stock Option to a Nonstatutory Stock Option.
(c) 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 fair market value per share of Common Stock as determined by (or in a manner approved by) the