Full Press Release Details
CATABASIS PHARMACEUTICALS, INC.
AMENDED AND RESTATED
2015 STOCK INCENTIVE PLAN(1)
The purpose of this 2015 Stock Incentive Plan (the
"Plan") of Catabasis Pharmaceuticals, 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.
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. 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
amended by the Plan Increase.
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:
shares of Common Stock; plus
additional number of shares of Common Stock (up to 150,465 shares) as is equal to the sum of (x) the 2,594 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.
Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan:
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;
(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.
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.
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.
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 Catabasis Pharmaceuticals, Inc.,
any of Catabasis Pharmaceuticals, 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.
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 Board ("Fair Market Value") 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 Fair Market Value on such future date.
(d) Duration 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.
(e) Exercise 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,