SEC Filings

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

 

one-fourth of the Option shall vest on the first anniversary of the Grant Date, (ii) an additional one-fourth of the Option shall vest on the second anniversary of the Grant Date, (iii) an additional one-fourth of the Option shall vest on the third anniversary of the Grant Date, and (iv) the remaining one-fourth of the Option shall vest on the fourth anniversary of the Grant Date.] If the application of this vesting schedule would result in the Participant vesting in a fraction of a share, such fractional share shall be rounded down to the next whole share, with such fraction carried forward to the next applicable period of this vesting schedule, if any.

 

(c)                                  Option Period. Except as otherwise provided in the Plan and this Agreement, the Option will expire on the tenth anniversary(3) of the Grant Date. Any Option or portion thereof not exercised before the expiration of the Option Period shall terminate.

 

(d)                                 Exercise of Option. To the extent exercisable, the Option, or any portion thereof, may be exercised by giving written notice to the Company at such place as the Committee or its designee shall direct. Such notice shall specify the number of shares to be purchased pursuant to the Option and the aggregate Exercise Price to be paid therefor. To the extent that the Option is exercisable but is not exercised, the vested portions of the Option shall accumulate and be exercisable by the Participant in whole or in part at any time prior to expiration of the Option Period, subject to the terms of the Plan and this Agreement. Upon the exercise of an Option in whole or in part, payment of the Option Price in accordance with the provisions of the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Committee, the Company shall as soon thereafter as practicable deliver to the Participant a certificate or certificates for the shares purchased. Notwithstanding the foregoing, the Company may choose to evidence and maintain the shares in book-entry or similar form. In such case, no certificates shall be issued and the applicable restrictions will be noted in the records of the Company.

 

(e)                                  Payment of Option Price. Payment of the Option Price may be made: (i) by the delivery of cash in the amount of the aggregate Option Price payable by reason of such exercise, (ii)  by delivery (either actual delivery or by attestation procedures established by the Company) of previously acquired shares of Common Stock that have an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate Option Price payable by reason of such exercise, (iii) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate Option Price payable by reason of such exercise, (iv) by the delivery of cash in the amount of the aggregate Option Price payable by reason of such exercise by a broker-dealer acceptable to the Company to whom the Participant has submitted an irrevocable notice of exercise, or (v) a combination of (i), (ii), (iii) and (iv), in each case to the extent set forth in the Agreement relating to the Option.

 

(f)                                   Restrictions on Transferability. The Option shall not be transferable other than by will or the laws of intestate succession. The Option shall be exercisable during the Participant’s lifetime only by

 


(3)  For Ten Percent Holders, incentive options must expire no later than the fifth anniversary of the date of grant.

 

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