Form of Incentive Stock Option Agreement



 Exhibit 10.6 
 AVEO PHARMACEUTICALS, INC. 
 Incentive Stock Option Agreement
 
 Granted Under 2010 Stock Incentive Plan 
 1. Grant of Option. 
 This agreement evidences the grant by AVEO
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on , 20[  ] (the “Grant Date”) to
[                    ], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the
terms provided herein and in the Company’s 2010 Stock Incentive Plan (the “Plan”), a total of [                    ]
shares (the “Shares”) of common stock, $.001 par value per share, of the Company (“Common Stock”) at
$[                    ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[            ] (the “Final Exercise Date”). 
 It
is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as
otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. 
 2. Vesting Schedule. 
 This
option will become exercisable (“vest”) as to [                    ]. 
 The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible
it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 
 3. Exercise of Option. 
 (a)
Form of Exercise. Each election to exercise this option shall be in writing (which may be in electronic form), in substantially the form of Notice of Stock Option Exercise attached hereto as Exhibit A, signed by the Participant, and received
by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share. 
 (b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the
Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 







 (c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date),
provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate
immediately upon such violation. 
 (d) Exercise Period Upon Death or Disability. If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph
(e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this
option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

 (e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by
the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company
of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of
the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such
termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). “Cause” shall mean conduct involving one or more of
the following: (i) the conviction of the employee of, or, plea of guilty or nolo contendere to, any crime involving dishonesty or any felony; (ii) the willful misconduct by the employee resulting in material harm to the Company;
(iii) fraud, embezzlement, theft or dishonesty by the employee against the Company resulting in material harm to the Company; (iv) the repeated and continuing failure of the employee to follow the proper and lawful directions of the
Company’s Chief Executive Officer or the Board after a written demand is delivered to the employee that specifically identifies the manner in which the Chief Executive Officer or the Board believes that the Employee has failed to follow such
instructions; (v) the employee’s current alcohol or prescription drug abuse affecting work performance, or current illegal use of drugs regardless of the effect on work performance; (vi) material violation of the Company’s code
of conduct by the employee that causes harm to the Company; or (vii) violation of any applicable written proprietary information, confidentiality, non-competition and/or non-solicitation agreements with the Company. The Participant’s
employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 
  

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 4. Tax Matters. 
 (a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment
of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 
 (b)
Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall
notify the Company in writing of such disposition. 
 5. Nontransferability of Option. 
 This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation
of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 
 6. Provisions of the Plan. 
 This option is subject to the provisions of the
Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. 
 IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 
  

					
	AVEO PHARMACEUTICALS, INC.
		
	By:	 	 
		 	Name:	 	 
		 	Title:	 	 


  

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 PARTICIPANT’S ACCEPTANCE 
 The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges
receipt of a copy of the Company’s 2010 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	 
	Address:	 	 
		 	 


  

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 Exhibit A 
 NOTICE OF STOCK OPTION EXERCISE 
 Date: ____________ 
 AVEO Pharmaceuticals, Inc. 
 75 Sidney Street

 Cambridge, MA 02139 
 Attention:
Treasurer 
 Dear Sir or Madam: 
 I am the holder of an Incentive Stock Option granted to me under the AVEO Pharmaceuticals, Inc. (the “Company”) 2010 Stock Incentive Plan on __________ for the purchase of __________ shares of
Common Stock of the Company at a purchase price of $__________ per share. 
 I hereby exercise my option to purchase _________
shares of Common Stock (the “Shares”), for which I have enclosed __________ in the amount of ________. Please register my stock certificate as follows: 
  

					
		 	
			
		 	Name(s):	 	 
			
		 		 	 
			
		 	Address:	 	 
			
		 	Tax I.D. #:	 	 

  

	
	Very truly yours,
	
	  
	(Signature)

  

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