SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
Entire Document


(b)                                 Restrictions on Transferability. The Participant may not sell, assign, convey, pledge, exchange, hypothecate, alienate or otherwise dispose of or transfer the Restricted Stock in any manner to the extent it remains unvested. No assignment, pledge or transfer of the Restricted Stock, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall be effective; but immediately upon any such attempt to assign, pledge or otherwise transfer the Restricted Stock, the Restricted Stock shall be forfeited.


(c)                                  Rights as Shareholder. Notwithstanding the foregoing vesting and transfer restrictions that apply to the Restricted Stock, but subject to the terms of this Agreement and the Plan, the Participant generally shall otherwise have the beneficial ownership of the Restricted Stock and shall be entitled to exercise the rights and privileges of a shareholder with respect to the Restricted Stock, including the right to vote such shares and the right to receive dividends (if any) paid with respect to such shares; provided, however, that (a) any dividend payments will be made no later than the end of the calendar year in which the dividends are paid to shareholders of the Shares or, if later, the fifteenth day of the third month following the date the dividends are paid to shareholders of the Shares; and (b) with respect to any Shares that arise from any dividends with respect to the Restricted Stock or from adjustments under Section 6, the Participant shall have the same rights and privileges, and shall be subject to the same restrictions, that apply to the Restricted Stock under this Agreement and the Plan.


(d)                                 Book-Entry Form. The shares of Restricted Stock generally shall be evidenced in book-entry or similar form and maintained by or on behalf of the Company in such form. In such case, no stock certificates shall be issued and the applicable restrictions will be noted in the records of the Company and its transfer agent, if any. Notwithstanding the foregoing, in the discretion of the Company, a certificate or certificates representing the Restricted Stock may be registered in the name of the Participant and held in escrow or other custody by or on behalf of the Company. In either case, each certificate or book-entry record may bear such legends as the Company deems appropriate to reflect the applicable terms and conditions upon the Restricted Stock.


2.    Option Award. Subject to the terms and conditions set forth in this Agreement and the Plan, effective as of the Grant Date, the Company grants to the Participant an Option to purchase                 (    ) Shares, provided that such Option shall be subject to the terms below. The Option shall be [an Incentive Option][a Nonqualified Stock Option].


(a)                                 Exercise Price. The Exercise Price shall be $       per Share, which is at least the Fair Market Value of a Share on the Grant Date.(2)


(b)                                 Vesting. Subject to the Participant’s continued service with the Company or an Affiliate through the applicable vesting date, the Option shall vest in accordance with the following schedule: [(i)


(2)  For “Ten Percent Holders” as defined in the Section 2.1(a) of the Plan, the exercise price for incentive options must be 110% of fair market value.



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