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 Exhibit 10.5



INCENTIVE
STOCK OPTION GRANT AGREEMENT



ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.


 


This
Stock Option Grant Agreement (the “Grant Agreement”) is made
and entered into effective on the Date of Grant set forth in
Exhibit A (the
“Date of
Grant”) by and between Adgero Biopharmaceuticals
Holdings, Inc., a Delaware corporation (the “Company”), and the
individual named in Exhibit A hereto (the
“Optionee”).


 


WHEREAS, the
Company desires to provide the Optionee an incentive to participate
in the success and growth of the Company through the opportunity to
earn a proprietary interest in the Company; and


 


WHEREAS, to give
effect to the foregoing intention, the Company desires to grant the
Optionee an option pursuant to the Adgero Biopharmaceuticals
Holdings, Inc. 2016 Equity Incentive Plan (the “Plan”) to acquire the
Company’s common stock, par value $.0001 per share
(the “Common
Stock”);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for good and valuable consideration, the parties hereto
agree as follows:


 


1.           
Grant. The Company
hereby grants the Optionee an Incentive Stock Option (the
“Option”) to purchase up
to the number of shares of Common Stock (the “Shares”) set forth in
Exhibit A hereto at
the exercise price per Share (the “Exercise Price”) set
forth in Exhibit A,
and on the vesting schedule set forth in Exhibit A, subject to the terms
and conditions set forth herein and the provisions of the Plan, the
terms of which are incorporated herein by reference. Capitalized
terms used but not otherwise defined in this Grant Agreement shall
have the meanings as set forth in the Plan.


 


This
Option is intended to qualify as an Incentive Stock Option
(“ISO”)
under Section 422 of the Code. However, notwithstanding such
designation, if the Optionee becomes
eligible in any given year to exercise ISOs for Shares having a
Fair Market Value in excess of $100,000, those options representing
the excess shall be treated as Non-Qualified Stock Options. In the
previous sentence, “ISOs” include ISOs granted under
any plan of the Company or any parent or any Subsidiary of the
Company. For the purpose of
deciding which options apply to Shares that “exceed”
the $100,000 limit, ISOs shall be taken into account in the same
order as granted. The Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares
is granted. The Optionee hereby acknowledges that there is no
assurance that the Option will, in fact, be treated as an Incentive
Stock Option under Section 422 of the Code.


 


2.           Exercise
Period Following Termination of Service. This Option shall
terminate and be canceled to the extent not exercised within three
(3) months following termination of the Optionee’s employment
or other Service with the Company and all Subsidiaries; provided,
except that if such termination is due to the Optionee’s
death or permanent and total disability within the meaning of
Section 22(e)(3) of the Code, this Option shall terminate and be
cancelled one (1) year from the date of termination of Service with
the Company and all Subsidiaries. Notwithstanding the foregoing, in
the event that the Optionee’s employment or other Service
with the Company and its Subsidiaries is terminated for Cause, then
the Option shall immediately terminate on the date of such
termination of Service and shall not be exercisable for any period
following such date. In no event, however, shall this Option be
exercised later than the Expiration Date set forth in Exhibit A and in no event shall
this Option be exercised for more Shares than the Shares which
otherwise have become exercisable as of the date of
termination.



 

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3.           Method
of Exercise. This Option is exercisable by delivery to the
Company of an exercise notice (the “Exercise Notice”) in a
form satisfactory to the Committee or by such other form or means
as the Committee may permit or require. Any Exercise Notice shall
state or provide the number of Shares with respect to which the
Option is being exercised (the “Exercised Shares”), and
include such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan. The
Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price for the Exercised Shares in (i) cash; (ii) check; or
(iii) such other manner as is acceptable to the Committee, provided
that such form of consideration is permitted by the Plan and by
applicable law. Upon exercise of the Option by the Optionee and
prior to the delivery of such Exercised Shares, the Company shall
have the right to require the Optionee to satisfy applicable
Federal and state tax income tax withholding requirements and the
Optionee’s share of applicable employment withholding taxes
in a method satisfactory to the Company. Notwithstanding the
foregoing, no Exercised Shares shall be issued unless such exercise
and issuance complies with the requirements relating to the
administration of stock option plans and other applicable equity
plans under U.S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system
on which the Common Stock is listed or quoted, and the applicable
laws of any foreign country or jurisdiction where stock grants or
other applicable equity grants are made under the Plan; assuming
such compliance, for income tax purposes the Exercised Shares shall
be considered transferred to the Optionee on the date the Option is
exercised with respect to such Shares.


 


4.           Covenants
Agreement. This Option shall be subject to forfeiture at the
election of the Company in the event that the Optionee breaches any
agreement between the Optionee and the Company with respect to
noncompetition, nonsolicitation, assignment of inventions and
contributions and/or nondisclosure obligations of the
Optionee.


 


5.           Taxes.
By executing this Grant Agreement, Optionee acknowledges and agrees
that Optionee is solely responsible for the satisfaction of any
applicable taxes that may be imposed on Optionee that arise as a
result of the grant, vesting or exercise of the Option, including
without limitation any taxes arising under Section 409A of the Code
(regarding deferred compensation) or Section 4999 of the Code
(regarding golden parachute excise taxes), and that neither the
Company nor the Committee shall have any obligation whatsoever to
pay such taxes or otherwise indemnify or hold Optionee harmless
from any or all of such taxes.


 


6.           Non-Transferability
of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of the Optionee only by
the Optionee. The terms of the Plan and this Grant Agreement shall
be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.



 

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7.           Securities
Matters. All Shares and Exercised Shares shall be subject to
the restrictions on sale, encumbrance and other disposition
provided by Federal or state law. The Company shall not be
obligated to sell or issue any Shares or Exercised Shares pursuant
to this Grant Agreement unless, on the date of sale and issuance
thereof, such Shares are either registered under the Securities Act
of 1933, as amended (the “Securities Act”), and all
applicable state securities laws, or are exempt from registration
thereunder. Regardless of whether the offering and sale of Shares
under the Plan have been registered under the Securities Act, or
have been registered or qualified under the securities laws of any
state, the Company at its discretion may impose restrictions upon
the sale, pledge or other transfer of such Shares (including the
placement of appropriate legends on stock certificates or the
imposition of stop-transfer instructions) if, in the judgment of
the Company, such restrictions are necessary in order to achieve
compliance with the Securities Act or the securities laws of any
state or any other law.


 


8.           Investment
Purpose. The Optionee represents and warrants that unless
the Shares are registered under the Securities Act, any and all
Shares acquired by the Optionee under this Grant Agreement will be
acquired for investment for the Optionee’s own account and
not with a view to, for resale in connection with, or with an
intent of participating directly or indirectly in, any distribution
of such Shares within the meaning of the Securities Act. The
Optionee agrees not to sell, transfer or otherwise dispose of such
Shares unless they are either (1) registered under the Securties
Act and all applicable state securities laws, or (2) exempt from
such registration in the opinion of Company counsel.


 


9.           Lock-Up
Agreement. The Optionee hereby agrees that in the event that
the Optionee exercises this Option during a period in which any
directors or officers of the Company have agreed with one or more
underwriters not to sell securities of the Company, then, as a
condition to such exercise, the Optionee shall enter into an
agreement, in form and substance satisfactory to the Company,
pursuant to which the Optionee shall agree to restrictions on
transferability of the Shares comparable to the restrictions agreed
upon by such directors or officers of the Company.


 


10.           Other
Plans. No
amounts of income received by the Optionee pursuant to this Grant
Agreement shall be considered compensation for purposes of any
pension or retirement plan, insurance plan or any other employee
benefit plan of the Company or its subsidiaries, unless otherwise
expressly provided in such plan.


 


11.           No
Guarantee of Continued Service. The Optionee acknowledges
and agrees that the right to exercise the Option pursuant to the
exercise schedule hereof is earned only by continuing employment or
Service with the Company and/or its Subsidiaries (and not through
the act of being hired, being granted an option or purchasing
shares hereunder). The Optionee further acknowledges and agrees
that (i) this Grant Agreement, the transactions contemplated
hereunder and the exercise schedule set forth herein do not
constitute an express or implied promise of continued employment or
Service for the exercise period or for any other period, and shall
not interfere with the Optionee’s right or the right of the
Company or its Subsidiaries to terminate the employment or Service
relationship at any time, with or without cause, subject to the
terms of any written employment agreement that the Optionee may
have entered into with the Company or any of its Subsidiaries; and
(ii) the Company would not have granted this Option to the Optionee
but for these acknowledgements and agreements.



 

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12.
Entire Agreement;
Governing Law. The Plan is incorporated herein by reference.
The Plan and this Grant Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements
of the Company and the Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and the
Optionee. In the event of any conflict between this Grant Agreement
and the Plan, the Plan shall be controlling, except as otherwise
specifically provided in the Plan. This Grant Agreement shall be
construed under the laws of the State of Delaware, without regard
to conflict of laws principles.


 


13.
Opportunity for
Review. Optionee and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan
and this Grant Agreement. The Optionee has reviewed the Plan and
this Grant Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Grant
Agreement and fully understands all provisions of the Plan and this
Grant Agreement. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and this Grant
Agreement. The Optionee further agrees to notify the Company upon
any change in the residence address indicated herein.


 


14.
Section 409A. This
Option is intended to be excepted from coverage under Section 409A
and shall be administered, interpreted and construed accordingly.
The Company may, in its sole discretion and without the
Optionee’s consent, modify or amend the terms of this
Grant Agreement,
impose conditions on the timing and effectiveness of the exercise
of the Option by Optionee, or take any other action it deems
necessary or advisable, to cause the Option to be excepted from
Section 409A (or to comply therewith to the extent the Company
determines it is not excepted).


 


 











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IN
WITNESS WHEREOF, the parties hereto have executed this Grant
Agreement as of the date set forth in Exhibit A.


 


ADGERO
BIOPHARMACEUTICALS HOLDINGS, INC.


 


 


By:________________________________


      Name:


      Title:


 


 


 


OPTIONEE


 


 


___________________________________


Name:


 



 

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EXHIBIT A


 



INCENTIVE STOCK OPTION GRANT AGREEMENT


 



ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.


 


 


(a).           Optionee’s
Name:                                                                                                           


 


 


(b).           Date
of
Grant:                                                                           


 


 


(c).           Number
of Shares Subject to the Option: 


 


 


(d).           Exercise
Price: $______ per
Share


 


 


(e).           Expiration
Date:                                                                           


 


 


(f).           Vesting
Schedule:


 


 


_______
(Initials)


Optionee


 


 


_______
(Initials)


Company
Signatory


 


 




 

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