Full Press Release Details
SANGAMO THERAPEUTICS, INC.
AMENDED AND RESTATED 2013 STOCK INCENTIVE PLAN
RESTATED 2013 STOCK INCENTIVE PLAN is intended to promote the interests of SANGAMO THERAPEUTICS, INC.,
a Delaware corporation, by providing eligible persons in the Corporation s service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain
The Plan serves as the successor to the Predecessor Plan, and no further stock option grants or stock issuances are to
be made under the Predecessor Plan on or after the Plan Effective Date. All options and other equity awards outstanding under the Predecessor Plan on the Plan Effective Date were transferred to this Plan as part of the initial share reserve
hereunder and shall continue in full force and effect in accordance with their terms, and no provision of this Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of those options or other equity awards with
respect to their acquisition of shares of Common Stock thereunder.
Capitalized terms shall have the meanings assigned to such terms
herein or in the attached Appendix.
A. The Plan shall be divided into four separate equity
B. The provisions of Articles One and Five shall apply to all equity programs under the Plan and shall
govern the interests of all persons under the Plan.
A. The Primary Committee shall have sole and
exclusive authority to administer the Discretionary Grant and Stock Issuance Programs with respect to Section 16 Insiders. Administration of the Discretionary Grant and Stock Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board s discretion, be vested in the Primary Committee or a Secondary Committee, or the Board may retain the power to administer those programs with respect to all such persons. However, all awards
under the Plan to non-employee Board members (other than pursuant to the Automatic Grant Program) shall be made by the Primary Committee (or subcommittee thereof). The Primary Committee shall be comprised
solely of independent directors, as determined in accordance with the governance standards established by the Stock Exchange on which the Common Stock is at the time primarily traded (the Independent Directors ). In
addition, any awards for members of the Primary Committee (other than pursuant to the Automatic Grant Program) must be authorized by a disinterested majority of the Independent Directors.
B. Notwithstanding anything to the contrary set forth herein, the Inducement Committee shall have sole and exclusive authority to grant
Inducement Awards under the Discretionary Grant and Stock Issuance Programs. Unless otherwise determined by the Board, the Primary Committee shall serve as the Inducement Committee.
C. Members of the Primary Committee, the Inducement Committee and any Secondary Committee shall serve for such period of time as the
Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Committee and reassume all powers and authority previously delegated to such committee.
D. Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority
(subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Discretionary Grant and Stock Issuance Programs, including the Inducement Award subcomponent of such programs
(collectively, the Discretionary Programs ), and to make such determinations under, and issue such interpretations of, the provisions of those Discretionary Programs and any outstanding options, stock appreciation rights,
stock issuances or other stock-based awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative functions under the Plan shall be final and binding on all parties who have an
interest in the Discretionary Programs under its jurisdiction or any stock option, stock appreciation right, stock issuance or other stock-based award thereunder.
E. Service on the Primary Committee, Inducement Committee or Secondary Committee shall constitute service as a Board member, and
members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Primary Committee, Inducement Committee or Secondary Committee shall be
liable for any act or omission made in good faith with respect to the Plan or any option grant, stock appreciation right, stock issuance or other stock-based award thereunder under the Plan.
F. Administration of the Automatic Grant Program shall be self-executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to any option grants, stock issuances or other stock-based award made under that program, except that the Primary Committee (or subcommittee thereof) shall have the express
authority to determine whether to grant an alternative award in lieu of one or more automatic option grants in accordance with Section IV of Article Four.
A. Other than with respect to Inducement Awards, the persons
eligible to participate in the Discretionary Programs are as follows:
(ii) non-employee members of the Board or the
board of directors of any Parent or Subsidiary, and
(iii) consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary).
B. The persons eligible to receive Inducement Awards under the Discretionary Programs
are Employees who were not previously an Employee or a non-employee member of the Board or the board of directors of any Parent or Subsidiary, or following a bona fide period of
non-employment, as an inducement material to the individual s entering into employment with the Corporation or any Subsidiary within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.
C. The applicable Plan Administrator shall have full authority to determine, (i) with respect to the grant of options or stock
appreciation rights under the Discretionary Programs, which eligible persons are to receive such grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the time or times when the grant is
to become exercisable, the vesting schedule (if any) applicable to the granted option or stock appreciation right (subject to Section VII of this Article One), the maximum term for which such option or stock appreciation right is to remain
outstanding, the status of a granted option as either an Incentive Option or a Non-Statutory Option, and the form (cash or shares of Common Stock) in which a stock appreciation right is to be settled, and
(ii) with respect to stock issuances or other stock-based awards under the Discretionary Programs, which eligible persons are to receive such issuances or awards, the time or times when the issuances or awards are to be made, the number of
shares subject to each such issuance or award, the vesting and issuance schedule (if any) applicable to the shares which are the subject of such issuance or award (subject to Section VII of this Article One) and the consideration (if any) for those
shares and the form (cash or shares of Common Stock) in which the issuance or award is to be settled. Notwithstanding the foregoing, no Inducement Award may be designated as an Incentive Option.
D. The applicable Plan Administrator shall have the absolute discretion to grant options or stock appreciation rights and to effect
stock issuances and grant other stock-based awards in accordance with the Discretionary Programs.
E. The individuals who shall be
eligible to participate in the Automatic Grant Program shall be limited to (i) those individuals who first become non-employee Board members on or after the Plan Effective Date, whether through
appointment by the Board or election by the Corporation s stockholders, and (ii) those individuals who continue to serve as non-employee Board members on or after the Plan Effective Date. A non-employee Board member who has previously been in the employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to receive a grant under the Automatic Grant Program at the time he or she first
becomes a non-employee Board member, but shall be eligible to receive periodic grants under the Automatic Grant Program while he or she continues to serve as a
non-employee Board member.
A. The stock issuable under the Plan shall be shares
of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall not exceed 20,397,808
shares, subject to adjustment from time to time pursuant to the provisions of Section V.F of this Article One. Such share reserve shall be comprised of (i) 9,697,808 shares of Common Stock subject to outstanding awards under the
Predecessor Plan that were transferred to the Plan in accordance with the provisions of Section V.B of Article Five, plus (ii) an additional 9,700,000 shares of Common Stock, plus (iii) an additional 1,000,000 shares of
Common Stock that may be issued pursuant to Inducement Awards. The transfer of outstanding awards from the Predecessor Plan was effected as of the Plan Effective Date, and the Predecessor Plan terminated at that time.
B. The number of shares of Common Stock reserved for award and issuance under this Plan
pursuant to Section V.A of this Article One shall be reduced: (i) on a 1-for-1 basis for each share of Common Stock subject to an option or stock appreciation right
made under the Discretionary Grant Program or subject to a stock option grant made under the Automatic Grant Program, (ii) on a 1-for-1 basis for each share of
Common Stock subject to a Full Value Award made under the Stock Issuance and Automatic Grant Programs prior to the Plan Effective Date and (iii) by a fixed ratio of 1.33 shares of Common Stock for each share of Common Stock subject to a Full
Value Award made under the Stock Issuance Program (excluding any Inducement Award) and Automatic Grant Programs on or after the Plan Effective Date. The number of Inducement Shares reserved for award and issuance under this Plan pursuant to Section
V.A of this Article One shall be reduced on a 1-for-1 basis for each share of Common Stock subject to an Inducement Award.
C. The maximum number of shares of Common Stock that may be issued pursuant to Incentive Stock Options granted under the Plan shall not
exceed 19,397,808. No one person participating in the Plan may receive stock options and stand-alone stock appreciation rights for more than 2,000,000 shares of Common Stock in the aggregate per calendar year. In addition, no one person
participating in the Plan may receive stock direct stock issuances (whether vested or unvested) or stock-based awards (other than stock options and stand-alone stock appreciation rights) for more than 2,000,000 shares of Common Stock in the
aggregate per calendar year. The limits set forth in this Section V.C of Article One do not apply to Inducement Awards.
of Common Stock subject to outstanding options or other awards made under the Plan (including the options or other awards transferred from the Predecessor Plan) shall be available for subsequent issuance under the Plan to the extent those options or
awards are forfeited or cancelled for any reason prior to the issuance of the shares of Common Stock subject to those options or awards. Such shares shall be added back to the number of shares of Common Stock reserved for award and issuance under
the Plan as follows:
1. for each share of Common Stock subject to such forfeited or cancelled option or stock appreciation right
made under the Discretionary Grant Program (including the options transferred from the Predecessor Plan) or subject to an option grant made under the Automatic Grant Program, one share of Common Stock shall become available for subsequent award and
issuance under the Plan,
2. for each share of Common Stock subject to a forfeited or cancelled Full Value Award made under the
Stock Issuance or Automatic Grant Program prior to the Plan Effective Date (including the Full Value Awards transferred from the Predecessor Plan), one share shall become available for subsequent award and issuance,
3. for each share of Common Stock subject to a forfeited or cancelled Full Value Award made under the Stock Issuance Program
(excluding any Inducement Award) or Automatic Grant Program on or after the Plan Effective Date, 1.33 shares shall become available for subsequent award and issuance, and
4. for each unvested share of Common Stock issued under the Discretionary Grant or Stock Issuance Program for cash consideration not
less than the Fair Market Value per share of Common Stock on the award date and subsequently repurchased by the Corporation, at a price per share not greater than the original issue price paid per share, pursuant to the Corporation s repurchase
rights under the Plan, one share shall become available for subsequent award and issuance under the Plan.
Notwithstanding the foregoing, any Inducement
Shares that become available for issuance under the Plan pursuant to this Section V.D of Article One will only become available for issuance pursuant to Inducement Awards. For each share of Common Stock subject to a forfeited or cancelled Inducement
Award one share shall become available for subsequent award and issuance pursuant to an Inducement Award.
E. Should the exercise price of an option under the Plan be paid with shares of Common
Stock, then the authorized reserve of Common Stock under the Plan shall be reduced by the gross number of shares for which that option is exercised, and not by the net number of shares issued under the exercised stock option. Upon the exercise of
any stock appreciation right under the Plan, the share reserve shall be reduced by the gross number of shares as to which such right is exercised, and not by the net number of shares actually issued by the Corporation upon such exercise. If shares
of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the issuance, vesting or settlement of an Award, then the number of shares of Common Stock
available for issuance under the Plan shall be reduced on the basis of the gross number of shares issued, vested or settled under such Award, calculated in each instance prior to any share withholding.
F. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation s receipt of consideration, or should the value of outstanding shares of
Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution or should there occur any merger, consolidation or other reorganization (including,
without limitation, a Change in Control transaction), then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of
securities that may be issued pursuant to Incentive Options granted under the Plan, (iii) the maximum number and/or class of securities for which any one person may be granted Common Stock denominated stock options, stand-alone stock
appreciation rights, direct stock issuances and other stock-based awards under the Plan per calendar year, (iv) the number and/or class of securities for which grants may subsequently be made under the Automatic Grant Program to non-employee Board members, (v) the number and/or class of securities and the exercise or base price per share in effect under each outstanding award under the Discretionary Grant Program, (vi) the number
and/or class of securities subject to each outstanding award under the Stock Issuance Program and the cash consideration (if any) payable per share, (vii) the number and/or class of securities subject to each outstanding award under the