a612020ex102






                                     Exhibit 10.2                                                                                         ARBUTUS BIOPHARMA CORPORATION  2020 EMPLOYEE STOCK PURCHASE PLAN                                              





 






                         ARBUTUS BIOPHARMA CORPORATION                       2020 EMPLOYEE STOCK PURCHASE PLAN          1.    PURPOSE AND INTERPRETATION                (a)   The purpose of the Plan is to encourage and to enable Eligible Employees of the   Company and its Participating Affiliates, through after-tax payroll deductions, to acquire proprietary  interests in the Company through the purchase and ownership of shares of Stock.  The Plan is intended to  benefit the Company and its shareholders by (a) incentivizing Participants to contribute to the success of  the Company and to operate and manage the Company’s business in a manner that will provide for the  Company’s long-term growth and profitability and that will benefit its shareholders and other important  stakeholders and (b) encouraging Participants to remain in the employ of the Company or its Participating  Affiliates.                (b)   The Plan and the ESPP Options granted under the Plan are intended to satisfy the  requirements for an “employee stock purchase plan” under Code Section 423.  Notwithstanding the   foregoing, the Company makes no undertaking to, nor representation that it will, maintain the qualified   status of the Plan or any ESPP Options granted under the Plan.  In addition, ESPP Options that do not  satisfy the requirements for an “employee stock purchase plan” under Code Section 423 may be granted  under the Plan pursuant to the rules, procedures, or sub-plans adopted by the Administrator, in its sole  discretion, for certain Eligible Employees.            2.    DEFINITIONS               (a)   “Account” shall mean a bookkeeping account established and maintained to  record the amount of funds accumulated pursuant to the Plan with respect to a Participant for the purpose  of purchasing shares of Stock under the Plan.               (b)   “Administrator” shall mean the Board, the Executive Compensation and Human  Resources Committee of the Board, or any other committee of the Board designated by the Board to  administer the Plan.               (c)   “Board” shall mean the Board of Directors of the Company.               (d)   “Change in Control” shall have the meaning set forth in the Company’s 2016   Omnibus Share and Incentive Plan, as amended, or any successor omnibus incentive plan.                (e)   “Code” shall mean the Internal Revenue Code of 1986, as amended, as now in   effect or as hereafter amended, and any successor thereto.  References in the Plan to any Code Section   shall be deemed to include, as applicable, regulations and guidance promulgated under such Code   Section.                (f)   “Company”  shall mean Arbutus Biopharma Corporation, a company   incorporated under the laws of British Columbia, and any successor thereto.                 (g)   “Custodian” shall mean the third-party administrator designated by the   Administrator from time to time.                (h)   “Effective Date” shall mean May 28, 2020, the date of the Company’s 2020   annual meeting of shareholders, subject to approval of the Plan by the Company’s shareholders on such   date.                 (i)   “Eligible Compensation” shall mean, unless otherwise established by the   Administrator prior to the start of an Offering Period, base salary, wages, annual bonuses and 





 






    commissions paid to a Participant by the Company or a Participating Affiliate as compensation for   services to the Company or Participating Affiliate, before deduction for any salary deferral contributions   made by the Participant to any qualified deferred compensation plan described in Section 401(k) of the   Code or a cafeteria plan described in Section 125 of the Code maintained by the Company or a   Participating Affiliate, including overtime, vacation pay, holiday pay, jury duty pay and funeral leave pay,   but excluding education or tuition reimbursements, imputed income arising under any group insurance or   benefit program, travel expenses, business and relocation expenses, and income received in connection   with stock options or other equity-based awards.                (j)   “Eligible Employee” shall mean a natural person who is a full-time or part-time  employee (including an officer) of the Company or a Participating Affiliate for at least thirty (30) days as  of an Offering Date, except the following, who shall not be eligible to participate under the Plan: (i) an  employee whose customary employment is twenty (20) hours or less per week, (ii) an employee whose  customary employment is for not more than five (5) months in an calendar year, (iii) an employee who,  after exercising his or her rights to purchase shares of Stock under the Plan, would own (directly or by  attribution pursuant to Code Section 424(d)) shares of Stock (including shares that may be acquired under  any outstanding ESPP Options) representing five percent (5%) or more of the total combined voting  power of all classes of stock of the Company, (iv) an employee who is a citizen or resident of a foreign  jurisdiction (without regard to whether such employee is also a U.S. citizen or resident alien), if the grant  of an ESPP Option under the Plan or an Offering Period to such employee is prohibited under the laws of  such foreign jurisdiction or compliance with the laws of such foreign jurisdiction would cause the Plan or  an Offering Period to violate the requirements of Code Section 423 and (v) any other natural person  whom the Administrator determines to exclude from an offering designed to satisfy the requirements of  Code Section 423 provided such exclusion is permitted by Code Section 423 and the guidance issued  thereunder.  The Administrator may, at any time in its sole discretion, if it deems it advisable to do so,  exclude the participation of the employees of a particular Participating Affiliate from eligibility to  participate in a future Offering Period.  Notwithstanding the foregoing, for purposes of a Non-423(b)  Offering under the Plan, if any, the Administrator shall have the authority, in its sole discretion, to  establish a different definition of Eligible Employee as it may deem advisable or necessary.               (k)   “Enrollment Form” shall mean the agreement(s) between the Company and an  Eligible Employee, in such written, electronic, or other format and/or pursuant to such written, electronic,  or other process as may be established by the Administrator from time to time, pursuant to which an  Eligible Employee elects to participate in the Plan or to which a Participant elects to make changes with  respect to the Participant’s participation as permitted by the Plan.               (l)   “Enrollment Period” shall mean that period of time prescribed by the  Administrator, which period shall conclude prior to the Offering Date, during which Eligible Employees  may elect to participate in an Offering Period.  The duration and timing of Enrollment Periods may be  changed or modified by the Administrator from time to time.               (m)   “ESPP Option” shall mean the right granted to Participants to purchase shares of  Stock pursuant to an offering under the Plan.               (n)   “Fair Market Value” shall mean the value of each share of Stock subject to the  Plan on a given date determined as follows: (i) if on such date the shares of Stock are listed on an   established national or regional stock exchange or are publicly traded on an established securities market,   the Fair Market Value of the shares of Stock shall be the closing price of the shares of Stock on such   exchange or in such market (the exchange or market selected by the Administrator if there is more than   one such exchange or market) on such date or, if such date is not a Trading Day, on the Trading Day   immediately preceding such date, or, if no sale of the shares of Stock is reported for such Trading Day, on   the next preceding day on which any sale shall have been reported; or (ii) if the shares of Stock are not 





 






    listed on such an exchange or traded on such a market, the Fair Market Value of the shares of Stock shall   be determined by the Administrator in good faith.                (o)   “Holding Period” shall have the meaning set forth in Section 10(c)(i).                (p)   “Non-423(b) Offering” shall mean the rules, procedures, or sub-plans, if any,   adopted by the Administrator, in its sole discretion, as a part of the Plan, pursuant to which ESPP Options   that do not satisfy the requirements for “employee stock purchase plans” that are set forth under Code   Section 423 may be granted to Eligible Employees as a separate offering under the Plan.                (q)   “Offering Date” shall mean the first day of any Offering Period under the Plan.                (r)   “Offering Period” shall mean the period determined by the Administrator   pursuant to Section 7, which period shall not exceed twenty-seven (27) months, during which payroll   deductions are accumulated for the purpose of purchasing Stock under the Plan.                (s)   “Outstanding Election” shall mean a Participant’s then-current election to  purchase shares of Stock in an Offering Period, or that part of such an election which has not been  cancelled (including any voluntary cancellation under Section 6(c) and deemed cancellation under Section   11) prior to the close of business on the last Trading Day of the Offering Period (or if an Offering Period   has multiple Purchase Periods, the last Trading Day of the Purchase Period) or such other date as  determined by the Administrator.                (t)   “Participant” shall mean an Eligible Employee who has elected to participate in   the Plan pursuant to Section 5.                 (u)   “Participating Affiliate” shall mean any Subsidiary designated by the  Administrator from time to time, in its sole discretion, whose employees may participate in the Plan or in  a specific Offering Period under the Plan, if such employees otherwise qualify as Eligible Employees.                  (v)    “Plan” shall mean this Arbutus Biopharma Corporation 2020 Employee Stock   Purchase Plan, as it may be amended from time to time.                (w)   “Purchase Period” shall mean the period during an Offering Period designated   by the Administrator on the last Trading Day of which purchases of Stock are made under the Plan.  An   Offering Period may have one or more Purchase Periods.                 (x)   “Purchase Price” shall mean the purchase price at which shares of Stock may be   purchased under the Plan, which shall be set by the Administrator from time to time.                 (y)   “Stock” shall mean common shares without par value in the capital of the   Company, or any security into which shares of Stock may be changed or for which shares of Stock may   be exchanged as provided in Section 12.                (z)   “Subsidiary” shall mean any corporation (other than the Company) in an   unbroken chain of corporations beginning with the Company if each of the corporations other than the last   corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total   combined voting power of all classes of stock in one of the other corporations in such chain.  A   corporation that attains the status of a Subsidiary on a date after the Effective Date shall be considered a   Subsidiary commencing as of such date.                (aa) “Termination of Employment” shall mean, with respect to a Participant, a  cessation of the employee-employer relationship between the Participant and the Company or a  Participating Affiliate for any reason,  





 






                      (i)   including, without limitation, (A) a termination by resignation, discharge,   death, disability, retirement, or the disaffiliation of a Subsidiary, (B) unless otherwise determined or   provided by the Administrator, a transfer of employment to a Subsidiary that is not a Participating   Affiliate as of the first day immediately following the three (3)-month period following such transfer, and   (C) a termination of employment where the individual continues to provide certain services to the   Company or a Subsidiary in a non-employee role, but                       (ii)  excluding (A) such termination of employment where there is a   simultaneous reemployment of the Participant by the Company or a Participating Affiliate and (B) any   bona fide and Company-approved or Participating Affiliate-approved leave of absence, such as family   leave, parental leave, medical leave, personal leave, and military leave, or such other leave that meets the   requirements of Treasury Regulations section 1.421-1(h)(2); provided, however, where the period of leave   exceeds three (3) months and the employee’s right to reemployment is not guaranteed either by statute or   by contract, the employee-employer relationship will be deemed to have terminated on the first day   immediately following such three (3)-month period.                 (bb)  “Trading Day” shall mean a day on which The Nasdaq Stock Market LLC is   open for trading.          3.    SHARES SUBJECT TO THE PLAN                (a)   Share Reserve.  Subject to adjustment as provided in Section 12, the maximum   number of shares of Stock that may be issued pursuant to ESPP Options granted under the Plan (including   any Non-423(b) Offering established hereunder) is one million five hundred thousand (1,500,000) shares.    The shares of Stock reserved for issuance under the Plan may be authorized but unissued shares, treasury   shares, or shares purchased on the open market.                (b)   Participation Adjustment as a Result of the Share Reserve.  If the Administrator   determines that the total number of shares of Stock remaining available under the Plan is insufficient to   permit the number of shares of Stock to be purchased by all Participants on the last Trading Day of an   Offering Period (or if an Offering Period has multiple Purchase Periods, on the last Trading Day of the   Purchase Period) pursuant to Section 9, the Administrator shall make a participation adjustment, where   the number of shares of Stock purchasable by all Participants shall be reduced proportionately in as   uniform and equitable a manner as is reasonably practicable, as determined in the Administrator’s sole   discretion.  After such adjustment, the Administrator shall refund in cash all affected Participants’   Account balances for such Offering Period as soon as practicable thereafter.                (c)   Applicable Law Limitations on the Share Reserve.  If the Administrator   determines that some or all of the shares of Stock to be purchased by Participants on the last Trading Day   of an Offering Period (or if an Offering Period has multiple Purchase Periods, the last Trading Day of the   Purchase Period) would not be issued in accordance with applicable laws or any approval by any   regulatory body as may be required or the shares of Stock would not be issued pursuant to an effective   Form S-8 registration statement or that the issuance of some or all of such shares of Stock pursuant to a   Form S-8 registration statement is not advisable due to the risk that such issuance will violate applicable   laws, the Administrator may, without Participants’ consent, terminate any outstanding Offering Period  and the ESPP Options granted thereunder and refund in cash all affected Participants’ Account balances  for such Offering Period as soon as practicable thereafter.          4.    ADMINISTRATION                (a)   Generally.  The Plan shall be administered under the direction of the   Administrator.  Subject to the express provisions of the Plan, the Administrator shall have full authority,   in its sole discretion, to take any actions it deems necessary or advisable for the administration of the   Plan, including, without limitation: 





 






                      (i)   Interpreting and construing the Plan and ESPP Options granted under the   Plan; prescribing, adopting, amending, suspending, waiving, and rescinding rules and regulations it deems  appropriate to administer and implement the Plan, including amending any outstanding ESPP Option, as  it may deem advisable or necessary to comply with applicable laws; correcting any defect or supplying  any omission or reconciling any inconsistency in the Plan or ESPP Options granted under the Plan; and  making all other decisions relating to the operation of the Plan;                      (ii) Making determinations about eligibility;                     (iii) Determining the Purchase Price;                     (iv)  Establishing the timing and length of Offering Periods and Purchase  Periods;                      (v)   Establishing minimum and maximum contribution rates;                      (vi)  Establishing new or changing existing limits on the number of shares of   Stock a Participant may elect to purchase with respect to any Offering Period, if such limits are   announced prior to the first Offering Period to be affected;                      (vii) Delegating to one or more individuals such duties and functions related  to the operation and administration of the Plan as the Administrator so determines, except to the extent  prohibited by applicable law;                     (viii) Adopting such rules, procedures, or sub-plans as may be deemed  advisable or necessary to comply with the laws of countries other than the United States, to allow for tax-  preferred treatment of the ESPP Options or otherwise to provide for the participation by Eligible   Employees who reside outside of the United States, including determining which Eligible Employees are   eligible to participate in the Non-423(b) Offering or other sub-plans established by the Administrator;                       (ix)  Establishing the exchange ratio applicable to amounts withheld in a   currency other than U.S. dollars and permitting payroll withholding in excess of the amount designated by   a Participant in order to adjust for delays or mistakes in the processing of properly completed Enrollment   Forms; and                      (x)   Furnishing to the Custodian such information as the Custodian may   require.    The Administrator’s determinations under the Plan shall be final, binding, and conclusive upon all   persons.                  (b)   Custodian.  If the Administrator designates a Custodian for the Plan, the   Custodian shall act as custodian under the Plan and shall perform such duties as requested by the   Administrator in accordance with any agreement between the Company and the Custodian.  The   Custodian shall establish and maintain, as agent for each Participant, an Account and any subaccounts as   may be necessary or desirable for the administration of the Plan.                (c)   No Liability.  Neither the Board, the Executive Compensation and Human   Resources Committee of the Board, any other committee of the Board, or the Custodian, nor any of their  respective agents or designees, shall be liable to any person (i) for any act, failure to act, or determination  made in good faith with respect to the Plan or ESPP Options granted under the Plan or (ii) for any tax  (including any interest and penalties) by reason of the failure of the Plan, an ESPP Option, or an Offering  Period to satisfy the requirements of Code Section 423, the failure of the Participant to satisfy the 





 






    requirements of Code Section 423, or otherwise asserted with respect to the Plan, ESPP Options granted   under the Plan, or shares of Stock purchased or deemed purchased under the Plan.            5.    PARTICIPATION IN THE PLAN AND IN AN OFFERING PERIOD                (a)   Generally.  An Eligible Employee may become a Participant for an Offering   Period under the Plan by completing the prescribed Enrollment Form and submitting such Enrollment   Form to the Company (or the Company’s designee), in the format and pursuant to the process as  prescribed by the Administrator, during the Enrollment Period prior to the commencement of the Offering  Period to which it relates.  If properly completed and timely submitted, the Enrollment Form will become  effective for the first Offering Period following submission of the Enrollment Form and all subsequent  Offering Periods as provided by Section 5(b) until (i) it is terminated in accordance with Section 11, (ii) it   is modified by filing another Enrollment Form in accordance with this Section 5(a) (including an election   is made to cease payroll deductions in accordance with Section 6(c)), or (iii) the Participant is otherwise   ineligible to participate in the Plan or in a subsequent Offering Period.                  (b)   Automatic Re-Enrollment.  Following the end of each Offering Period, each   Participant shall automatically be re-enrolled in the next Offering Period at the applicable rate of payroll   deductions in effect on the last Trading Day of the prior Offering Period or otherwise as provided under   Section 6, unless (i) the Participant has experienced a Termination of Employment, or (ii) the Participant   is otherwise ineligible to participate in the Plan or in the next Offering Period.  Notwithstanding the   foregoing, the Administrator may require current Participants to complete and submit a new Enrollment   Form at any time it deems necessary or desirable to facilitate Plan administration or for any other reason.          6.    PAYROLL DEDUCTIONS                (a)   Generally.  Each Participant’s Enrollment Form shall contain a payroll deduction   authorization pursuant to which he or she shall elect, unless otherwise established by the Administrator   prior to the start of an Offering Period, to have a designated whole percentage of Eligible Compensation   between one percent (1%) and fifteen percent (15%) deducted, on an after-tax basis, on each payday   during the Offering Period and credited to the Participant’s Account for the purchase of shares of Stock   pursuant to the offering.  Notwithstanding the foregoing, if local law prohibits payroll deductions, a   Participant may elect to participate in an Offering Period through contributions to his or her Account in a   format and pursuant to a process acceptable to the Administrator.  In such event, any such Participant   shall be deemed to participate in a separate offering under the Plan, unless the Administrator otherwise   expressly provides.                        (b)   Insufficiency of Contributions.  Subject to Section 6(e), if in any payroll period a   Participant has no pay or his or her pay is insufficient (after other authorized deductions) to permit   deduction of the full amount of his or her payroll deduction election, then (i) the payroll deduction   election for such payroll period shall be reduced to the amount of pay remaining, if any, after all other   authorized deductions, and (ii) the percentage or dollar amount of Eligible Compensation shall be deemed   to have been reduced by the amount of the reduction in the payroll deduction election for such payroll   period.  Deductions of the full amount originally elected by the Participant will recommence as soon as   his or her pay is sufficient to permit such payroll deductions; provided, however, no additional amounts   shall be deducted to satisfy the Outstanding Election.                  (c)   Cessation after Offering Date.  A Participant may cease his or her payroll   deductions during an Offering Period by properly completing and timely submitting a new Enrollment   Form to the Company (or the Company’s designee), in the format and pursuant to the process as   prescribed by the Administrator, at any time prior to the last day of such Offering Period (or if an   Offering Period has multiple Purchase Periods, the last day of such Purchase Period).  Any such cessation   in payroll deductions shall be effective as soon as administratively practicable thereafter and shall remain 





 






    in effect for successive Offering Periods as provided in Section 5(b) unless the Participant submits a new   Enrollment Form for a later Offering Period in accordance with Section 5(a).  A Participant may only   increase or decrease his or her rate of payroll deductions in accordance with Section 6(d).                  (d)   Modification Prior to Offering Date.  A Participant may increase or decrease his   or her rate of payroll deductions, to take effect on the Offering Date of the Offering Period following   submission of the Enrollment Form, by properly completing and timely submitting a new Enrollment   Form in accordance with Section 5(a).                (e)   Authorized Leave or Disability after Offering Date.  Subject to Section 11, if a   Participant is absent from work due to an authorized leave of absence or disability (and has not   experienced a Termination of Employment), such Participant shall have the right to elect (i) to remain a  Participant in the Plan for the then-current Offering Period (or if an Offering Period has multiple Purchase  Periods, the then-current Purchase Period) but to cease his or her payroll deductions in accordance with  Section 6(c), or (ii) to remain a Participant in the Plan for the then-current Offering Period (or if an   Offering Period has multiple Purchase Periods, the then-current Purchase Period) but to authorize payroll   deductions to be made from payments made by the Company or a Participating Affiliate to the Participant   during such leave of absence or disability, and to undertake to make additional cash payments to the Plan  at the end of each payroll period during the Offering Period to the extent that the payroll deductions from  payments made by the Company or a Participating Affiliate to such Participant are insufficient to meet  such Participant’s Outstanding Election.  Neither the Company nor a Participating Affiliate shall advance  funds to a Participant if the Participant’s payroll deductions during the Participant’s leave of absence or  disability are insufficient to fund the Participant’s Account at his or her Outstanding Election.                  (f)   Withdrawal.  At any time during an Offering Period, a Participant may terminate   his or her payroll deductions under the Plan and withdraw from the Offering Period by submitting to the   Company, or a third party designated by the Administrator, a notice of withdrawal in such form as the   Company requires. Such withdrawal may be elected at any time, but must be received prior to the end of   the Offering Period in accordance with the withdrawal deadline and other procedures established by the   Administrator. Upon withdrawal from the Offering Period by a Participant, the Company shall distribute   to such Participant all of his or her remaining accumulated payroll deductions under the Offering Period,   without interest, and such Participant’s interest in the Offering Period shall be automatically terminated.   A Participant’s withdrawal from an Offering Period will have no effect on his or her eligibility to   participate in subsequent Offering Periods that commence after the termination of the Offering Period   from which the Participant withdraws, but the Participant will be required to complete and submit a new  Enrollment Form in order to participate in subsequent Offering Periods under the Plan.  A Participant’s  withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in  any similar plan, which may hereafter be adopted by the Company.          7.    OFFERING PERIODS AND PURCHASE PERIODS; PURCHASE PRICE                (a)   The Administrator shall determine from time to time, in its sole discretion, the   Offering Periods and Purchase Periods under the Plan.  Each Offering Period shall consist of one or more   Purchase Periods, as determined by the Administrator.  Unless otherwise established by the Administrator   prior to the start of an Offering Period, the Plan shall have one Offering Period that commences each  calendar year and is of approximately twelve (12) months’ duration, with each such Offering Period  commencing on the first Trading Day of September and ending on the last Trading Day of the  immediately following August.  Unless otherwise established by the Administrator prior to the start of an  Offering Period, each Offering Period shall have two Purchase Periods, with the first such Purchase  Period beginning on the first Trading Day of September and ending on the last Trading Day of the  immediately following February, and the second such Purchase Period beginning on the first Trading Day   of March and ending on the last Trading Day of the immediately following August.  For the avoidance of   doubt, the first Offering Period under the Plan shall commence on September 1, 2020 and shall end on 





 






    August 31, 2021, and such Offering Period shall have two Purchase Periods, with the first such Purchase   Period beginning on September 1, 2020 and ending on February 26, 2021, and the second such Purchase   Period beginning on March 1, 2021 and ending on August 31, 2021.                (b)   The Administrator shall determine from time to time, in its sole discretion, the   Purchase Price of each share of Stock for an Offering Period; provided, however, that the Purchase Price  shall not be less than the lesser of (i) eighty-five percent (85%) of the Fair Market Value of a share of   Stock on the first Trading Day of the Offering Period and (ii) eighty-five percent (85%) of the Fair   Market Value of a share of Stock on the last Trading Day of the Offering Period (or if an Offering Period   has multiple Purchase Periods, on the last Trading Day of the Purchase Period).            8.    GRANT OF ESPP OPTION                (a)   Grant of ESPP Option.  On each Offering Date, each Participant in such Offering   Period shall automatically be granted an ESPP Option to purchase as many whole shares of Stock as the  Participant will be able to purchase with the payroll deductions credited to the Participant’s Account   during the applicable Offering Period.                (b)   5% Owner Limit.  Notwithstanding any provisions of the Plan to the contrary, no   Participant shall be granted an ESPP Option to purchase shares of Stock under the Plan if such Participant  (or any other person whose Stock would be attributed to such Participant pursuant to Code Section  424(d)), immediately after such ESPP Option is granted, would own or hold ESPP Options to purchase  shares of Stock possessing five percent (5%) or more of the total combined voting power or value of all  classes of stock of the Company or any of its Subsidiaries.                  (c)   Other Limitation.  The Administrator may determine, as to any Offering Period,   that the offering shall not be extended to “highly compensated employees” within the meaning of Code   Section 414(q).                9.    PURCHASE OF SHARES OF STOCK; PURCHASE LIMITATIONS                 (a)   Purchase.  Unless the Participant’s participation in the Plan has otherwise been   terminated as provided in Section 11, such Participant will be deemed to have automatically exercised his   or her ESPP Option to purchase Stock on the last Trading Day of the Offering Period (or if an Offering  Period has multiple Purchase Periods, the last Trading Day of the Purchase Period) for the maximum  number of shares of Stock that may be purchased at the Purchase Price with the Participant’s Account   balance at that time; provided, however, the number of shares of Stock purchased is subject to adjustment  by Section 3, this Section 9, and Section 12.  The Administrator shall cause the amount credited to each   Participant’s Account to be applied to such purchase, and the amount applied to purchase shares of Stock   pursuant to an ESPP Option shall be deducted from the applicable Participant’s Account.                 (b)   Limit on Number of Shares Purchased.  Notwithstanding Section 8(a) or Section   9(a), in no event may a Participant purchase more than twenty-five thousand (25,000) shares of Stock in   any one Offering Period; provided, however, that the Administrator may, in its sole discretion, prior to the   start of an Offering Period, set a different limit on the number of shares of Stock a Participant may   purchase during such Offering Period.                (c)   Limit on Value of Shares Purchased.  Notwithstanding any provisions of the Plan   to the contrary, excluding ESPP Options granted pursuant to any Non-423(b) Offering, no Participant   shall be granted an ESPP Option to purchase shares of Stock under the Plan which permits the  Participant’s rights to purchase shares under all “employee stock purchase plans” (described in Code  Section 423) of the Company and its Subsidiaries to accrue at a rate which exceeds twenty-five thousand  dollars ($25,000) of the aggregate Fair Market Value of such shares of Stock (determined at the time such 





 






    ESPP Options are granted) for each calendar year in which such ESPP Options are outstanding at any  time.                (d)   No Fractional Shares.  Notwithstanding any provisions of the Plan to the   contrary, no Participant may exercise an ESPP Option to purchase less than one whole share of Stock,  certificates representing fractional shares will not be delivered to Participants under any circumstances,  and any ESPP Option to purchase less than one whole share of Stock shall be automatically terminated on  the last Trading Day of the Offering Period (or if an Offering Period has multiple Purchase Periods, the  last Trading Day of the Purchase Period).  Unless the Participant’s participation in the Plan has otherwise  been terminated as provided in Section 11 or the Participant withdraws from the Plan as provided in   Section 6(f), the portion of a Participant’s Account balance remaining as a result of a Participant’s   inability to exercise an ESPP Option to purchase less than one whole share of Stock shall be accumulated   and retained in the Participant’s Account for the subsequent Purchase Period.           10.   STOCK ISSUANCE; SHAREHOLDER        RIGHTS; AND SALES OF PLAN   SHARES                (a)   Stock Issuance and Account Statements.  Shares of Stock purchased under the   Plan will be held by the Custodian.  The Custodian may hold the shares of Stock purchased under the   Plan by book entry or in the form of stock certificates in nominee names and may commingle shares held   in its custody in a single account without identification as to individual Participants.  The Company shall   cause the Custodian to deliver to each Participant a statement for each Offering Period during which the   Participant purchases Stock under the Plan, which statement shall reflect, for each such Participant, (i) the   amount of payroll deductions withheld  during the Offering Period, (ii) the number of shares of Stock   purchased, (iii) the aggregate Purchase Price of the shares of Stock purchased, (iv) the Purchase Price per   share; and (v) the total number of shares of Stock held by the Custodian for the Participant as of the end  of the Offering Period.                 (b)   Shareholder Rights.  A Participant shall not be a shareholder or have any rights   as a shareholder with respect to shares of Stock subject to the Participant’s ESPP Options under the Plan  until the shares of Stock are purchased pursuant to the ESPP Options and such shares of Stock are  transferred into the Participant’s name on the Company’s books and records.  No adjustment will be made  for dividends or other rights for which the record date is prior to such time.  Following purchase of shares  of Stock under the Plan and transfer of such shares of Stock into the Participant’s name on the Company’s  books and records, a Participant shall become a shareholder with respect to the shares of Stock purchased  during such Offering Period (or, if applicable, Purchase Period) and, except as otherwise provided in  Section 10(c), shall thereupon have all dividend, voting, and other ownership rights incident thereto.                  (c)   Sales of Plan Shares.  The Administrator shall have the right to require any or all   of the following with respect to shares of Stock purchased under the Plan:                      (i)   that a Participant may not request that all or part of the shares of Stock be   reissued in the Participant’s own name and shares be delivered to the Participant until two (2) years (or   such shorter period of time as the Administrator may designate) have elapsed since the Offering Date of   the Offering Period in which the shares were purchased and one (1) year has elapsed since the day the   shares were purchased (the “Holding Period”);                      (ii) that all sales of shares of Stock during the Holding Period applicable to  such purchased shares be performed through a licensed broker acceptable to the Company; and                     (iii) that Participants abstain from selling or otherwise transferring shares of  Stock purchased pursuant to the Plan for a period lasting up to two (2) years from the date the shares of  Stock were purchased pursuant to the Plan. 





 






    Any Participant who sells or otherwise transfers shares of Stock purchased under the Plan within two (2)   years after the beginning of the Offering Period in which the shares were purchased or within one (1) year   from the date the shares of Stock were purchased must, within ten (10) days of such transfer, notify the   Company in writing of such transfer.          11.   DEEMED CANCELLATION OR TERMINATION OF PARTICIPATION                (a)   Termination of Employment Other than Death.  In the event a Participant who   holds outstanding ESPP Options to purchase shares of Stock under the Plan experiences a Termination of   Employment for any reason other than death prior to the last Trading Day of the Offering Period, the   Participant’s outstanding ESPP Options to purchase shares of Stock under the Plan shall automatically   terminate, and the Administrator shall refund in cash the Participant’s Account balance as soon as   practicable thereafter.                  (b)   Death.  In the event of the death of a Participant while the Participant holds   outstanding ESPP Options to purchase shares of Stock under the Plan, the legal representatives of such  Participant’s estate (or, if the Administrator permits a beneficiary designation, the beneficiary or  beneficiaries most recently designated by the Participant prior to his or her death) may, within three (3)  months after the Participant’s death (but no later than the last Trading Day of the Offering Period (or if an  Offering Period has multiple Purchase Periods, the last Trading Day of the then-current Purchase Period))  by written notice to the Company (or the Company’s designee), elect one of the following alternatives.  In  the event the Participant’s legal representatives (or, if applicable, beneficiary or beneficiaries) fail to  deliver such written notice to the Company (or the Company’s designee) within the prescribed period, the  alternative in Section 11(b)(ii) shall apply.                        (i)   The Participant’s outstanding ESPP Options shall be reduced to the  number of shares of Stock that may be purchased, as of the last day of the Offering Period (or if an  Offering Period has multiple Purchase Periods, the last Trading Day of the then-current Purchase Period),  with the amount then credited to the Participant’s Account; or                     (ii)  The Participant’s ESPP Options to purchase shares of Stock under the  Plan shall automatically terminate, and the Administrator shall refund in cash, to the Participant’s legal  representatives, the Participant’s Account balance as soon as practicable thereafter.                (c)   Other Termination of Participation.  If a Participant ceases to be eligible to   participate in the Plan for any reason, the Administrator shall refund in cash the affected Participant’s   Account balance as soon as practicable thereafter.  Once terminated, participation may not be reinstated   for the then-current Offering Period, but, if otherwise eligible, the Eligible Employee may elect to   participate in a subsequent Offering Period in accordance with Section 5.          12.   CHANGES IN CAPITALIZATION                (a)   Changes in Stock.  If the number of outstanding shares of Stock is increased or   decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or   other securities of the Company by reason of any recapitalization, reclassification, stock split, reverse   stock split, spin-off, combination of shares, exchange of shares, stock dividend, or other distribution   payable in capital stock, or other increase or decrease in such shares effected without receipt of   consideration by the Company occurring after the Effective Date, the number and kinds of shares that   may be purchased under the Plan (including, for the avoidance of doubt, the numerical limits of Sections   3(a) and 9(b)) shall be adjusted proportionately and accordingly by the Administrator.  In addition, the   number and kind of shares for which ESPP Options are outstanding shall be similarly adjusted so that the   proportionate interest of a Participant immediately following such event shall, to the extent practicable, be   the same as immediately prior to such event.  Any such adjustment in outstanding ESPP Options shall not   change the aggregate Purchase Price payable by a Participant with respect to shares subject to such ESPP 





 






    Options but shall include a corresponding proportionate adjustment in the Purchase Price per share.    Notwithstanding the foregoing, in the event of a spin-off that results in no change in the number of  outstanding shares of Stock, the Company may, in such manner as the Company deems appropriate,  adjust (i) the number and kind of shares for which ESPP Options are outstanding under the Plan and (ii)  the Purchase Price per share.                (b)   Reorganization in Which the Company Is the Surviving Corporation.  Subject to   Section 12(c), if the Company shall be the surviving corporation in any reorganization, merger, or   consolidation of the Company with one or more other corporations, all outstanding ESPP Options under   the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Stock   subject to such ESPP Options would have been entitled immediately following such reorganization,  merger, or consolidation, with a corresponding proportionate adjustment of the Purchase Price per share  so that the aggregate Purchase Price thereafter shall be the same as the aggregate Purchase Price of the  shares subject to such ESPP Options immediately prior to such reorganization, merger, or consolidation.                (c)   Reorganization in Which the Company Is Not the Surviving Corporation; Change   in Control.  Upon any dissolution or liquidation of the Company, or upon a merger, consolidation, or   reorganization of the Company with one or more other corporations in which the Company is not the   surviving corporation, or upon a Change in Control, the Plan and all ESPP Options outstanding hereunder  shall terminate, except to the extent provision is made in writing in connection with such transaction for  the continuation of the Plan and/or the assumption of the ESPP Options theretofore granted, or for the  substitution for such ESPP Option of new rights covering the stock of a successor corporation, or a parent  or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and purchase  prices, in which event the Plan and rights theretofore granted shall continue in the manner and under the  terms so provided.  In the event of any such termination of the Plan, the Offering Period and the Purchase  Period shall be deemed to have ended on the last Trading Day prior to such termination, and in   accordance with Section 9, the ESPP Options of each Participant then outstanding shall be deemed to be   automatically exercised on such last Trading Day.  The Administrator shall send written notice of an   event that will result in such a termination to all Participants at least five (5) days prior to the date upon  which the Plan will be terminated.                (d)   Adjustments.  Adjustments under this Section 12 related to stock or securities of   the Company shall be made by the Administrator, whose determination in that respect shall be final,   binding, and conclusive.                 (e)   No Limitations on Company.  The grant of an ESPP Option pursuant to the Plan   shall not affect or limit in any way the right or power of the Company to make adjustments,   reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate,   dissolve or liquidate, or to sell or transfer all or any part of its business or assets.          13.   TERM; AMENDMENT, SUSPENSION, AND TERMINATION OF THE PLAN                (a)   Term.  The Plan shall be effective as of the Effective Date.  The Plan shall   terminate on the first to occur of (i) the day before the tenth (10th) anniversary of the Effective Date, (ii)   the date on which all shares of Stock reserved for issuance under the Plan pursuant to Section 3 have been   issued, (iii) the date determined in accordance with Section 12, and (iv) the date determined in accordance   with Section 13(b).                   (b)   Amendment, Suspension, and Termination of the Plan.  The Administrator may,   at any time and from time to time, amend, suspend, or terminate the Plan or an Offering Period under the   Plan; provided, however, that no amendment, suspension, or termination shall, without the consent of the   Participant, materially impair any rights of a Participant that have vested at the time of such amendment,   suspension, or termination.  Without approval of the shareholders of the Company, no amendment shall 





 






    be made (i) increasing the number of shares reserved for issuance under the Plan pursuant to Section 3   (except as provided in Section 12) or (ii) changing the eligibility requirements for participating in the   Plan.            14.   GENERAL PROVISIONS                (a)   Withholding of Taxes.  To the extent that a Participant recognizes ordinary   income in connection with a sale or other transfer of any shares of Stock purchased under the Plan, the  Company may withhold amounts needed to cover such taxes from any payments otherwise due and owing  to the Participant or from shares that would otherwise be issued to the Participant under the Plan.                 (b)   ESPP Options Not Transferable or Assignable.  A Participant’s ESPP Options   under the Plan may not be sold, pledged, assigned, or transferred in any manner, whether voluntarily, by  operation of law, or otherwise.  If a Participant sells, pledges, assigns, or transfers his or her ESPP  Options in violation of this Section 14(b), such ESPP Options shall immediately terminate, and the   Participant shall immediately receive a refund of the amount then credited to the Participant’s Account.    Any payment of cash or issuance of shares of Stock under the Plan may be made only to the Participant   (or, in the event of the Participant’s death, to the Participant’s estate or, if the Administrator permits a   beneficiary designation, the beneficiary or beneficiaries most recently designated by the Participant prior   to his or her death).  During a Participant’s lifetime, only such Participant may exercise his or her ESPP   Options under the Plan.                  (c)   No Right to Continued Employment.  Neither the Plan nor any ESPP Option to   purchase Stock under the Plan confers upon any Eligible Employee or Participant any right to continued  employment with the Company or any of its Subsidiaries, nor will a Participant’s participation in the Plan  restrict or interfere in any way with the right of the Company or any of its Subsidiaries to terminate the  Participant’s employment at any time.                (d)   No Interest on Payments.  No interest shall be paid on sums withheld from a   Participant’s pay or otherwise contributed for the purchase of shares of Stock under the Plan unless   otherwise determined necessary by the Administrator.                (e)   Governmental Regulation.  The Company’s obligation to issue, sell, and deliver   shares of Stock pursuant to the Plan is subject to such approval of any governmental authority and any   national securities exchange or other market quotation system as may be required in connection with the  authorization, issuance, or sale of such shares.                (f)   Rule 16b-3.  Transactions under this Plan are intended to comply with all   applicable conditions of Rule 16b-3 or any successor provision under the Securities Exchange Act of   1934, as amended.  If any provision of the Plan or action by the Administrator fails to so comply, it shall   be deemed null and void to the extent permitted by applicable law and deemed advisable by the Board.    Moreover, in the event the Plan does not include a provision required by Rule 16b-3 to be stated in the   Plan, such provision (other than one relating to eligibility requirements or the price and amount of   awards) shall be deemed automatically to be incorporated by reference into the Plan.                (g)   Payment of Plan Expenses.  The Company shall bear all costs of administering   and carrying out the Plan.                (h)   Application of Funds.  All funds received or held by the Company under the Plan   may be used for any corporate purpose until applied to the purchase of Stock and/or refunded to   Participants.  Participants’ Accounts need not be segregated.                  (i)   Governing Law.  The validity and construction of the Plan and the ESPP Options   granted hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the 





 






  Commonwealth of Pennsylvania (other than any conflicts or choice of law rule or principle that might  otherwise refer construction or interpretation of the Plan and the ESPP Options granted under the Plan to  the substantive laws of any other jurisdiction), except to the extent superseded by applicable U.S. federal  laws.                                      *     *     *   





 






      To record adoption of the Plan by the Board as of April 22, 2020 and approval of the Plan by the  Company’s shareholders as of May 28, 2020, the Company has caused its authorized officer to execute  the Plan.                                                                          ARBUTUS BIOPHARMA CORPORATION                                                                         By: /s/ William H. Collier                               Name:      William H. Collier                               Title:     President and Chief Executive Officer                                                 Signature Page to the                 Arbutus Biopharma Corporation 2020 Employee Stock Purchase Plan   \\NY - 755385/000001 - 10042127 v6