EX-10.2





 Exhibit 10.2 

FORTE BIOSCIENCES, INC. 

STOCK OPTION GRANT NOTICE 

(2020 INDUCEMENT EQUITY INCENTIVE PLAN) 

Forte Biosciences, Inc. (the “Company”), pursuant to its 2020 Inducement Equity Incentive Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice, in the Option
Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same
definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this Stock Option Grant Notice and the Plan, the terms of the Plan will control. 

 

			
	 Optionholder:
	 	 
	 Date of Grant:
	 	 
	 Vesting Commencement Date:
	 	 
	 Number of Shares Subject to Option:
	 	 
	 Exercise Price (Per Share):
	 	 
	 Total Exercise Price:
	 	 
	 Expiration Date:
	 	 

  

					
	Type of Grant:	  	 Nonstatutory Stock Option
	  	
			
	Exercise Schedule:	  	 ☒  Same as Vesting Schedule
	  	 ☐  Early Exercise Permitted

		
	Vesting Schedule:	  	[One-fourth (1/4th) of the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in a series of
thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such
date]
		
	Payment:	  	By one or a combination of the following items (described in the Option Agreement):
		
		  	☐  By cash, check, bank draft or money order payable to the Company
		
		  	☐  Pursuant to a Regulation T Program
		
		  	☐  By delivery of already-owned shares
		
		  	☐  Subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement













 Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees
to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan.
Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all
prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or
is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein. By accepting this option, Optionholder
consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by
the Company. 
  

									
	FORTE BIOSCIENCES, INC.	 		 	OPTIONHOLDER
				
	By:	 	 	 		 	 
					
		 	Signature	 		 		 	Signature
					
	Title:	 	 	 		 	Date:	 	 
					
	Date:	 	 	 		 		 	 

 ATTACHMENTS: Option Agreement, 2020 Inducement Equity Incentive Plan and Notice of Exercise 












 ATTACHMENT I 

FORTE BIOSCIENCES, INC. 

2020 INDUCEMENT EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 
 Pursuant
to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Forte Biosciences, Inc. (the “Company”) has granted you an option under its 2020 Inducement Equity Incentive Plan (the
“Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant
set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this
Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. 
 The details of your
option, in addition to those set forth in the Grant Notice and the Plan, are as follows: 
 1. VESTING. Subject to the
provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. 

2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per
share in your Grant Notice will be adjusted for Capitalization Adjustments. 
 3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt
Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant, even if you have already been an
employee for more than six (6) months. Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six (6) month anniversary in the case of (i) your death
or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the
Company’s benefit plans). 
 4. EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice
(i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and
(ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that: 

(a) a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting
installment of unvested shares of Common Stock; 
 (b) any shares of Common Stock so purchased from installments that have not
vested as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; and 

(c) you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred. 
 5. METHOD OF PAYMENT. You must pay the full amount of the exercise
price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by your Grant Notice, which may include one or more of the
following: 












 (a) Provided that at the time of exercise the Common Stock is publicly traded,
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”. 

(b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery
or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these
purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your
option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 

(c) Subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the
aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter if those shares
(i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations. 

6. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 

7. SECURITIES LAW COMPLIANCE. In no event may you exercise your option unless the shares of Common Stock issuable upon exercise
are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option
also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including
any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). 

8. TERM. You may not exercise your option before the Date of Grant or after the expiration of the option’s term. The term
of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following: 
 (a)
immediately upon the termination of your Continuous Service for Cause; 
 (b) three (3) months after the termination of your
Continuous Service for any reason other than Cause, your Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three (3) month period your option is not
exercisable solely because of the condition set forth in Section 7 above, your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the
termination of your Continuous Service; provided further, if during any part of such three (3) month period, the sale of any Common Stock received upon exercise of your option would violate the Company’s insider trading policy, then
your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Stock
received upon exercise of your option would not be in violation of the Company’s insider trading policy. Notwithstanding the foregoing, if (i) you are a Non-Exempt Employee, (ii) your Continuous
Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the
later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; 












 (c) twelve (12) months after the termination of your Continuous Service due to
your Disability (except as otherwise provided in Section 8(d)) below; 
 (d) eighteen (18) months after your death if you
die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; 

(e) the Expiration Date indicated in your Grant Notice; or 

(f) the day before the tenth (10th) anniversary of the Date of Grant. 

9. EXERCISE. 
 (a) You
may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other
documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may
designate, together with such additional documents as the Company may then require. 
 (b) By exercising your option you agree that,
as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of
your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

(c) By accepting your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the
effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or
similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this Section 9(c) will prevent the exercise of a repurchase option, if any,
in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the
foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree
that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(c). The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9(c)
and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 10.
TRANSFERABILITY. Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. 

(a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your
option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements
required by the Company. 
 (b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly
authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement
agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to
discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations 












 
order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. 

(c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by
delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and
receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the
Common Stock or other consideration resulting from such exercise. 
 11. OPTION NOT A SERVICE CONTRACT. Your option is not an
employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the
Company or an Affiliate. 
 12. WITHHOLDING OBLIGATIONS. 

(a) At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your
option. 
 (b) Upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or
restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date
of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination
of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b)
of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of
exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you
upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

(c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.
Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any
escrow provided for herein, if applicable, unless such obligations are satisfied. 
 13. TAX CONSEQUENCES. You hereby agree
that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees
or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant
Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. 












 14. NOTICES. Any notices provided for in your option or the Plan will be given
in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you
at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan
by electronic means. By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company. 
 15. GOVERNING PLAN DOCUMENT. Your option is subject to all
the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan.
If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control. In addition, your option (and any compensation paid or shares issued under your option) is subject to recoupment in
accordance with The Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. 

16. OTHER DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the information required by
Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods
and the Company’s insider trading policy, in effect from time to time. 
 17. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.
The value of this option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan
otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

18. VOTING RIGHTS. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be
issued pursuant to this option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this option, and no action taken pursuant to its provisions,
will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

18. SEVERABILITT. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to
be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be
unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

19. MISCELLANEOUS. 

(a) The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. 

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of your option. 












 (c) You acknowledge and agree that you have reviewed your option in its entirety,
have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option. 

(d) This Option Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required. 
 (e) All obligations of the Company under the Plan and this Option
Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company. 
 * * * 
 This Option
Agreement will be deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached. 












 ATTACHMENT II 

2020 INDUCEMENT EQUITY INCENTIVE PLAN 












 ATTACHMENT III 

NOTICE OF EXERCISE 
  

			
	 Forte Biosciences, Inc.
 1124 W Carson
Street
	  	
	MRL Building 3-320	  	 Date of Exercise:

	Torrance, California	  	

 This constitutes notice to Forte Biosciences, Inc. (the “Company”) under my stock
option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below. 
  

			
	 Type of option:
	  	 Nonstatutory

		
	 Stock option dated:
	  	                                
		
	 Number of Shares as to which option is exercised:
	  	                                
		
	 Certificates to be issued in name of:
	  	                                
		
	 Total exercise price:
	  	                                
		
	 Cash payment delivered herewith:
	  	                                
		
	 [Value of                 
Shares delivered herewith1:
	  	                                ]
		
	 [Value of                 
Shares pursuant to net exercise2:
	  	                                ]
		
	 [Regulation T Program (cashless exercise3):
	  	                                ]

  
  

	1 	 Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance
with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.




	2 	 The Company must have established net exercise procedures at the time of exercise, in order to utilize this
payment method. 



	3 	 Shares must meet the public trading requirements set forth in the option. 














 By this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Forte Biosciences, Inc. 2020 Inducement Equity Incentive Plan and (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of
this option. 
  

	
	 Very truly yours,