Full Press Release Details
CATABASIS PHARMACEUTICALS, INC.
AMENDED AND RESTATED
2015 STOCK INCENTIVE PLAN
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).
Administration and Delegation
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
Delegation 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 delegation.
Stock Available for Awards
Number of Shares; Share Counting.
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:
3,187,933 shares of Common Stock; plus
such 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.
Share 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;
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;
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;
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.
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.
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.
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.
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 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.