EX-10.2



 Exhibit 10.2 

CERULEAN PHARMA INC. 

Incentive Stock Option Agreement 

Granted Under 2007 Stock Incentive Plan 
  

	1.	Grant of Option. 

 This agreement evidences the grant by Cerulean Pharma Inc., a Delaware
corporation (the “Company”), on             , 201   (the “Grant Date”) to
                    , an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided
herein and in the Company’s 2007 Stock Incentive Plan, as amended (the “Plan”), a total of             shares (the “Shares”) of common stock, $0.0001 par value per
share, of the Company (“Common Stock”) at $            per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the date ten years after the
date immediately prior to the Grant Date (the “Final Exercise Date”). 
 It is intended that the option evidenced by this
agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. 
  

	2.	Vesting Schedule. 

 This option will become exercisable (“vest”) as to
[                                         
       ]. 
 The right of exercise shall be cumulative so that to the extent the option is not exercised
in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under
Section 3 hereof or the Plan. 
  

	3.	Exercise of Option. 

 (a) Form of Exercise. Each election to exercise this option
shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares
covered hereby, provided that no partial exercise of this option may be for any fractional share. 
 (b) Continuous Relationship with the
Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or








 
officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

 (c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then,
except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be
exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or
confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon written notice to the
Participant from the Company describing such violation. 
 (d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in
paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided
that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final
Exercise Date. 
 (e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by
the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company
of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of
the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such
termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance
agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by
the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company
determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

  
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 (f) Voting Agreement and Right of First Refusal and Co-Sale Agreement. If any exercise of
this option by the Participant would result in the Participant holding more than one percent (1%) of the outstanding shares of capital stock of the Company after giving effect to such exercise, the Participant, prior to and as a condition to
such exercise, shall execute and deliver or shall have executed and delivered to the Company a Joinder Agreement, substantially in the forms attached hereto as Exhibit A-1 and Exhibit A-2, respectively, to each of (i) the Fourth
Amended and Restated Voting Agreement dated as of November 12, 2010 by and between the Company and the stockholders of the Company named therein, as it may be amended and/or restated from time to time, and (ii) the Fourth Amended and
Restated Right of First Refusal and Co-Sale Agreement dated as of November 12, 2010, by and between the Company and the stockholders of the Company named therein, as it may be amended and/or restated from time to time, whereby the Participant
agrees to become a party to such agreement and be bound by the terms thereof in the capacity of an “Additional Stockholder” thereunder. The Participant shall not be obligated to execute and deliver a Joinder Agreement if (x) the
agreement to which it relates has expired or been terminated or (y) the Participant is already a party to the relevant agreement. Upon request, the Company shall provide the Participant a copy of the agreements referenced in this
Section 3(f). 
  

	4.	Company Right of First Refusal. 

 (a) Notice of Proposed Transfer. If the
Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first
give written notice of the proposed transfer (the “Transfer Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered
Shares”), the price per share and all other material terms and conditions of the transfer. 
 (b) Company Right to Purchase. For
30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all
or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices
the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares
to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of
payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay
in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares. 

  
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 (c) Shares Not Purchased By Company. If the Company does not elect to acquire all of the
Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed
transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to
this Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be
bound by all of the terms and conditions of this Section 4. 
 (d) Consequences of Non-Delivery. After the time at which the
Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to
exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares. 

(e) Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4: 

(1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; 

(2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the
“Securities Act”); and 
 (3) the sale of all or substantially all of the shares of capital stock of the Company (including
pursuant to a merger or consolidation); 
 provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares
shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the
terms and conditions of this Section 4. 
 (f) Assignment of Company Right. The Company may assign its rights to purchase
Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. 
 (g) Termination. The
provisions of this Section 4 shall terminate upon the earlier of the following events: 
 (1) the closing of the sale of shares of
Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or 

  
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 (2) the sale of all or substantially all of the capital stock, assets or business of the Company,
by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction
beneficially own, directly or indirectly, more than 75% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). 

(h) No Obligation to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its books any of the Shares
which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or
transferred. 
 (i) Legends. The certificate representing Shares shall bear a legend substantially in the following form (in addition
to, or in combination with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities): 

“The shares represented by this certificate are subject to a right of first refusal in favor of the Company, as provided in a certain
stock option agreement with the Company.” 
  

	5.	Agreement in Connection with Public Offering. 

 The Participant agrees, in connection
with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose
of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s
securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such
offering. 
  

	6.	Tax Matters. 

 (a) Withholding. No Shares will be issued pursuant to the exercise
of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 

(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the
Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 

  
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	7.	Nontransferability of Option. 

 This option may not be sold, assigned, transferred,
pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the
Participant. 
  

	8.	Provisions of the Plan. 

 This option is subject to the provisions of the Plan (including
the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. 
 IN WITNESS WHEREOF,
the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 

 

			
	CERULEAN PHARMA INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
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 PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges
receipt of a copy of the Company’s 2007 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	  

		
	Address:	 	  

		
		 	  










 EXHIBIT A 

NOTICE OF STOCK OPTION EXERCISE 

Date:
                     
 Cerulean Pharma Inc. 

840 Memorial Drive 
 Cambridge, MA 02139 

Attention: Treasurer 
 Dear Sir or Madam: 

I am the holder of an Incentive Stock Option granted to me under the Cerulean Pharma Inc. (the “Company”) 2007 Stock Incentive Plan
on             for the purchase of             shares of Common Stock of the Company at a purchase price of
$            per share. 
 I hereby exercise my option to purchase
            shares of Common Stock (the “Shares”), for which I have enclosed [cash] [a personal check] in the amount of
            . Please register my stock certificate as follows: 
  

			
		
	 Name(s):
	 	  

		
		 	  

		
	 Address:
	 	  

		
	 Tax I.D. #:
	 	  


 I represent, warrant and covenant as follows: 

 

	1.	I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933 (the “Securities
Act”), or any rule or regulation under the Securities Act. 









	2.	I have had such opportunity as I have deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company.


  

	3.	I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such
purchase. 

  

	4.	I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period. 


 

	5.	I understand that (i) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be
sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not be
available for at least one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are
complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the
Securities Act. 

  

	
	Very truly yours,
	    
	  

	(Signature)








 EXHIBIT A-1 

FORM OF JOINDER AGREEMENT – VOTING AGREEMENT 

JOINDER AGREEMENT TO FOURTH AMENDED AND RESTATED 

VOTING AGREEMENT 
 The
undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Fourth Amended and Restated Voting Agreement dated as of November 12, 2010, by and among Cerulean Pharma Inc. (the “Company”) and the
parties named therein, as amended from time to time (the “Agreement”). The undersigned shall be an “Additional Stockholder” (as defined in the Agreement) for all purposes of the Agreement, and agrees by signing below to be bound
by all of the obligations of an Additional Stockholder thereunder. 
 Date:
                     
  

	
	  
 [SIGNATURE OF
UNDERSIGNED]

	     

	  

	[NAME OF UNDERSIGNED]









 EXHIBIT A-2 

FORM OF JOINDER AGREEMENT – RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 

JOINDER AGREEMENT TO FOURTH AMENDED AND RESTATED 

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 

The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Fourth Amended and Restated Right of First
Refusal and Co-Sale Agreement dated as of November 12, 2010, by and among Cerulean Pharma Inc. (the “Company”) and the parties named therein, as amended from time to time (the “Agreement”). The undersigned shall be an
“Additional Stockholder” (as defined in the Agreement) for all purposes of the Agreement, and agrees by signing below to be bound by all of the obligations of an Additional Stockholder thereunder. 

Date:                      

 

	
	  
 [SIGNATURE OF
UNDERSIGNED]

	     

    

	[NAME OF UNDERSIGNED]