SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
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pursuant to Section 162(m) of the Code), and the class, number of shares and price per share of common stock subject to outstanding stock awards.

          Corporate Transactions.    In the event of certain specified significant corporate transactions, the plan administrator may take any one or more of the following actions as to outstanding awards, or as to a portion of any outstanding award under the 2016 Plan:

    arrange for the assumption, continuation or substitution of a stock award by a surviving or acquiring entity or parent company;

    arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring entity or parent company;

    accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporate transaction;

    arrange for the lapse of any reacquisition or repurchase rights held by us with respect to the stock award;

    cancel or arrange for the cancellation of the stock award in exchange for such cash consideration, if any, as our plan administrator may deem appropriate; or

    make a payment equal to the excess, if any, of the value of the property the participant would have received upon exercise of the stock award over the exercise price otherwise payable by the participant in connection with the exercise.

          Changes of Control.    The plan administrator may provide, in an individual award agreement, that the stock award will be subject to additional acceleration of vesting and exercisability in the event of a certain specified change in control. However, in the absence of such a provision, no such acceleration of the stock award will occur.

Amended and Restated 2014 Stock Plan

          Our board of directors adopted and our stockholders initially approved the 2014 Plan in January 2014 and amended and restated the 2014 Plan in August 2014. As of September 30, 2015, options to purchase 1,147,479 shares of common stock were outstanding under the 2014 Plan, with a weighted average exercise price per share of $19.31. As of September 30, 2015, up to a maximum of 307,922 shares remained available for future issuance pursuant to the grant of options or other stock awards under the 2014 Plan.

          Stock Awards.    The 2014 Plan provides for the grant of incentive stock options, or ISOs, non-qualified stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. ISOs may be granted only to employees. All other awards may be granted to directors, officers and employees of the company.

          Share Reserve.    In connection with our Class D preferred stock financing, the board of directors and stockholders approved an amendment to the 2014 Plan to increase the total share reserve to 1,555,400 shares. The maximum number of shares of common stock that may be granted to any individual in any given year under the 2014 Plan is 67% of the shares authorized under the 2014 Plan. These amounts are subject to adjustment for stock splits, stock dividends and other changes in our capital structure. We may use authorized and unissued shares or treasury shares in connection with grants under the 2014 Plan. Shares underlying the unexercised or undistributed portion of any terminated, expired or forfeited award are available for further awards under the 2014 Plan. Shares withheld or delivered for tax withholding or as the exercise price of a stock option are not available for future awards. In addition, certain awards may be payable in cash.


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