EX-4.4



 Exhibit 4.4 
  

			
	Name:	  	  [•]
	Number of Shares of Stock subject to Option:	  	  [•]
	Exercise Price Per Share:	  	$[•]
	Date of Grant:	  	  [•]

 AKEBIA THERAPEUTICS, INC. 

OFFICER INDUCEMENT AWARD 

NON-STATUTORY STOCK OPTION
AGREEMENT 
 This agreement (the “Agreement”) evidences an inducement award granted by Akebia
Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) consisting of an option to purchase shares of Stock. 

1. Grant of Stock Option. The Company grants to the Optionee on the date set forth above (the “Date of Grant”) an
option (the “Stock Option”) to purchase the number of shares of Stock of the Company set forth above (the “Shares”) with an exercise price per Share as set forth above. This Stock Option is granted to the Optionee
in connection with the Optionee entering into employment with the Company as an inducement material to the Optionee’s entering into employment with the Company within the meaning of NASDAQ Listing Rule 5635(c)(4). 

The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that does
not qualify as an incentive stock option under Section 422 of the Code) and is granted to the Optionee in connection with the Optionee’s employment by or service to the Company and its qualifying subsidiaries. For purposes of the
immediately preceding sentence, “qualifying subsidiary” means a subsidiary of the Company as to which the Company has a “controlling interest” as described in Treas. Regs.
§1.409A-1(b)(5)(iii)(E)(1).  
 2. Relationship to and Incorporation of the 2014
Incentive Plan. The Stock Option shall be subject to and governed by, and shall be construed and administered in accordance with, the terms and conditions of the Akebia Therapeutics, Inc. 2014 Incentive Plan, as amended from time to time (the
“Plan”), which terms and conditions are incorporated herein by reference. A copy of the Plan has been made available to the Optionee. Notwithstanding the foregoing, the Stock Option is not awarded under the Plan and the grant of the
Stock Option and issuance of any Shares pursuant to the exercise of the Stock Option shall not reduce the number of shares of Stock available for issuance under awards issued pursuant to the Plan. By accepting the Stock Option, the Optionee agrees
to be bound by the terms and conditions set forth in this Agreement. 
 3. Meaning of Certain Terms. Except as otherwise defined
herein, all capitalized terms used herein have the same meaning as in the Plan. The following terms have the following meanings: 








	 	(a)	“Beneficiary” means, in the event of the Optionee’s death, the beneficiary named in the written designation (in form acceptable to the Administrator) most recently filed with the Administrator by
the Optionee prior to the Optionee’s death and not subsequently revoked, or, if there is no such designated beneficiary, the executor or administrator of the Optionee’s estate. An effective beneficiary designation will be treated as having
been revoked only upon receipt by the Administrator, prior to the Optionee’s death, of an instrument of revocation in form acceptable to the Administrator. 

  

	 	(b)	“Change in Control” means the occurrence of any of the following events other than in connection with the consummation of an initial public offering of the Company’s securities: (i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) who is not a shareholder of the Company as of the date of this Agreement or an affiliate thereof is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s
then outstanding voting securities; (ii) a change in the composition of the Board occurring within a two-year period, as a result of which less than a majority of the directors are Incumbent Directors;
(iii) the date of the consummation of a merger, scheme of arrangement or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than a merger, scheme of arrangement or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than
fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the date of the consummation of the sale or
disposition by the Company of all or substantially all the Company’s assets. Notwithstanding the foregoing, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the domicile of the Company’s
incorporation; or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In all respects, the
definition of Change in Control shall be interpreted to comply with Section 409A of the Code, and any successor statute, regulation and guidance thereto. 

  

	 	(c)	“Incumbent Directors” means directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes
of at least a majority of the remaining Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the
election of directors to the Company). 


  
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	 	(d)	“Option Holder” means the Optionee or, if as of the relevant time the Stock Option has passed to a Beneficiary, the Beneficiary. 


4. Vesting; Method of Exercise; Treatment of the Stock Option Upon Cessation of Employment and a Change in Control. 

 

	 	(a)	Vesting. As used herein with respect to the Stock Option or any portion thereof, the term “vest” means to become exercisable and the term “vested” as applied to any outstanding Stock Option
means that the Stock Option is then exercisable, subject in each case to the terms of the Plan. Unless earlier terminated, forfeited, relinquished or expired, and subject to the immediately following sentence and the terms of any Executive Severance
Agreement or other written agreement between the Optionee and the Company, the Stock Option will vest in accordance with the terms of Schedule A attached hereto. Notwithstanding the foregoing, the Stock Option, to the extent outstanding
immediately prior to a Change in Control but not then vested in full, shall automatically and immediately become fully vested and exercisable upon such Change in Control. 


 

	 	(b)	Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions
of the Plan and shall be in writing and signed by the Option Holder (or in such other form as is acceptable to the Administrator). Each such written exercise election must be received by the Company at its principal office or by such other party as
the Administrator may prescribe and be accompanied by payment in full as provided in the Plan. The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) at the election of the Optionee, by the
Administrator’s holding back of Shares from this Stock Option having a fair market value equal to the exercise price in payment of the exercise price of this Stock Option, (iii) to the extent permitted by the Administrator, through a
broker assisted cashless exercise program acceptable to the Administrator, (iv) by such other means, if any, as may be acceptable to the Administrator or (v) by any combination of the foregoing permissible forms of payment. In the event
that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise the Stock Option and
compliance with applicable securities laws. The latest date on which the Stock Option or any portion thereof may be exercised will be the 10th anniversary of the Date of Grant (the “Final Exercise Date”). If the Stock Option is not
exercised by the Final Exercise Date the Stock Option or any remaining portion thereof will thereupon immediately terminate. 


  
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	 	(c)	Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of
the Stock Option that is then outstanding will be treated as follows: 

 (i) Subject to clauses (ii) and (iii) below and
Section 5 of this Agreement, the Stock Option to the extent vested immediately prior to the cessation of the Optionee’s Employment will remain exercisable until the earlier of (A) the date that is three (3) months following the
date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 4(c)(i) will thereupon immediately terminate. 

(ii) Subject to clause (iii) below and Section 5 of this Agreement, the Stock Option, to the extent vested prior to the cessation of
the Optionee’s Employment due to death, will remain exercisable by the Beneficiary until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously
exercised as permitted by this Section 4(c)(ii) will thereupon immediately terminate. 
 (iii) If the Optionee’s Employment is
terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the
Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, this Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination. 

Notwithstanding the foregoing, to the extent the Optionee is a party to an Executive Severance Agreement or other written agreement with the
Company that provides for the Stock Option to remain outstanding and continue to vest during a specified period of time following the Optionee’s cessation of Employment (such period, the “Severance Period”), the Stock Option
shall remain outstanding and shall continue to vest in accordance with the terms of this Agreement during the Severance Period as if the Optionee had remained employed during such period, subject to any conditions on continued vesting as may be
contained in such Executive Severance Agreement or other written agreement. Any portion of this Stock Option that vests during such Severance Period will remain exercisable until the earlier of (A) the date that is three (3) months
following the date that is the last day of such Severance Period, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 4(c) will thereupon immediately terminate. For the avoidance of
doubt, any portion of the Stock Option that fails to vest during the Severance Period will immediately be forfeited on the last day of such period. 

  
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	 	(d)	Extension of Exercise Period. Notwithstanding anything in Section 4(b) or 4(c) to the contrary, if, as of the Final Exercise Date or the last date during the period specified in Section 4(c)(i), as
applicable, the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date or such period specified in Section 4(c)(i),
as applicable, will be automatically extended to that date that is thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. 


5. Forfeiture; Recovery of Compensation. 
  

	 	(a)	The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Stock Option at any time if the Optionee is not in compliance with all applicable provisions of this Agreement and the Plan, or if the
Optionee breaches any agreement with the Company or its subsidiaries with respect to non-competition, non-solicitation, invention assignment or confidentiality,
including, but not limited to, any employment agreement or offer letter with the Company or the Company’s standard Employee Agreement (Confidentiality, Non-Solicitation,
Non-Competition and Developments Agreement). 

  

	 	(b)	By accepting the Stock Option, the Optionee expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the Stock Option, under the Stock Option, including to any Stock acquired
under the Stock Option or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of
Section 2 of this Agreement. 

 6. Transfer of Stock Option. The Stock Option may not be transferred except as
expressly permitted under Section 6(a)(3) of the Plan. 
 7. Withholding. The exercise of the Stock Option will give rise to
“wages” subject to withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the Optionee promptly paying to the Company in
cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. No Shares will be transferred pursuant to the exercise of this Stock Option unless and until the person exercising this
Stock Option has remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or has made other arrangements satisfactory to the Company with respect to such taxes. The Optionee authorizes the
Company and its subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee, but nothing in this sentence shall be construed as relieving the Optionee of any liability for satisfying his or her obligation under the preceding
provisions of this Section. 

  
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 8. Effect on Employment. Neither the grant of the Stock Option, nor the issuance of Shares
upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at
any time, or affect any right of such Optionee to terminate his or her Employment at any time. 
 9. Provisions of Executive Severance
Agreement. To the extent the Optionee has entered into an Executive Severance Agreement with the Company, for so long as such Executive Severance Agreement remains in effect, the terms of such Executive Severance Agreement as they relate to the
Stock Option shall control in the event of any conflict with the terms of this Agreement. 
 10. Acknowledgements. The Optionee
acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and
exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the
Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee.  
 [Signature page
follows.] 

  
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized
officer. 
  

			
	AKEBIA THERAPEUTICS, INC.


 
			
		
	By: 	 	 


 
			
	Name: [•]
	Title: [•]


 Dated: 
 Acknowledged and
Agreed: 
  

			
		
	By	 	 
		 	[Optionee’s Name]

 [Signature Page to Non-Statutory Time-Based Option Agreement - Officers] 







 Schedule A 

Time Vesting Schedule 
 The Stock Option,
unless earlier terminated or forfeited, will vest, subject to Optionee’s continuous Employment though the applicable vesting date, (i) as to 25% of the total number of Shares subject to the Stock Option on the first anniversary of the Date
of Grant; and (ii) as to the remaining 75% of Shares subject to the Stock Option, ratably on the first day of each calendar quarter between the one-year anniversary of the date of grant and the fourth
anniversary of the Date of Grant.