SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/01/2016
Entire Document
 

 

share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of Continuous Service as provided in the Plan),  and will remain outstanding following the Eligible Director’s termination of Continuous Service other than for Cause (each as defined in the Plan) for 12 months following such termination (subject to the ten-year option term), or such longer period of time specified in the Plan or option agreement thereunder.

 

1.                                      Initial Grant: On the date of the Eligible Director’s initial election to the Board, for each Eligible Director who is first elected to the Board following the Effective Date (or, if such date is not a market trading day, the first market trading day thereafter), or on the Effective Date, for each Eligible Director currently serving on the Board as of the Effective Date, the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted an option to purchase Common Stock with an aggregate Black-Scholes option value of $270,000, or, with respect to the Chairman of the Board, $405,000 (the “Initial Grant”).  The shares subject to each Initial Grant will vest with respect to one-third of the shares on the one year anniversary of the date of grant and in equal monthly installments thereafter for the remaining two years, such that the option is fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through each such vesting date and will vest in full upon a Change in Control (as defined in the Plan).

 

2.                                      Annual Grant: On the date of each AveXis annual stockholder meeting held after the Effective Date, for each Eligible Director who continues to serve as a non-employee member of the Board (or who is first elected to the Board at such annual stockholder meeting), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted an option to purchase Common Stock with an aggregate Black-Scholes option value of $125,000 (the “Annual Grant”). In addition, each Eligible Director who is first elected to the Board following the Effective Date and other than at an annual stockholder meeting will be automatically, and without further action by the Board or Compensation Committee of the Board, granted an Annual Grant, pro-rated for the number of months remaining until the next anticipated annual stockholder meeting (but in no event shall such pro-rated Annual Grant be greater than 100% of an Annual Grant). The shares subject to the Annual Grant will vest in equal monthly installments over the 12 months following the date of grant, provided that the Annual Grant will in any case be fully vested on the date of AveXis’ next annual stockholder meeting, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through such vesting date and will vest in full upon a Change in Control (as defined in the Plan).

 

Upon the Effective Date, each Eligible Director shall receive an Initial Grant and an Annual Grant at the price per share at which shares are first sold to the public in the IPO as specified in the final prospectus for the IPO (the “IPO Grant”).

 

2




© AveXis, Inc. All Rights Reserved.