Exhibit 10.4


 





FOR
DIRECTORS (ANNUAL GRANT)


 



iBio,
inc.


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS UNDER the


iBio, Inc.
2020 omnibus incentive plan


 


	Name of Optionee:	 	 	 
	 	 
	No. of Option Shares:	 	 	 	 
	 	 
	Option Exercise Price per Share:	$	          	 	 	 
	 	[FMV on Grant Date]
	 	 
	Grant Date:	 	 	 	 
	 	 
	Expiration Date:	 	 	 	 
		[No more than 10 years]



 


Pursuant to the iBio, Inc.
2020 Omnibus Incentive Plan, as amended through the date hereof (the “Plan”), iBio, Inc. (the “Company”)
hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration
Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”),
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth
herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422
of the Internal Revenue Code of 1986, as amended.


 


1.            Vesting
and Exercisability. No portion of this Stock Option may be exercised until such portion shall have become vested, at which
time the vested portion of the Stock Option shall be exercisable.


 


(a)            Except
as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate
the exercisability schedule hereunder, 1/12 of the Stock Options shall vest and become exercisable upon completion of each month
of service following the Grant Date, for the first 12 months following the Grant Date (with fractions of a Stock Option rounded
to the nearest whole number), subject to the Optionee remaining in a Service Relationship on each vesting date.


 


(b)            Upon
termination for Cause (as defined below) of the Optionee’s Service Relationship, this Stock Option shall be forfeited in
its entirety, regardless of the Optionee’s period of employment following the Grant Date, and the Optionee shall have no
further rights under this Option. For purposes of this Agreement, “Cause” shall mean, unless otherwise provided in
an employment or other service agreement between the Company and the Optionee, a determination by the Administrator that the Optionee
has been dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company;
(ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude;
or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee
of the Optionee’s duties to the Company.


 






     


     


    

 


(c)            Upon
termination of the Optionee’s Service Relationship due to death or Disability, this Option shall immediately vest. For purposes
of this Agreement, “Disability” means the Optionee is unable to perform each of the essential duties of such the Optionee’s
position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which
can be expected to last for a continuous period of not less than 12 months, as determined by the Administrator.


 


(d)            Upon
a Sale Event occurring during Optionee’s Service Relationship, this Option shall immediately vest.


 


Once exercisable, this
Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject
to the provisions hereof, including Section 3, and the Plan.


 


2.            Manner
of Exercise.


 


(a)            The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. A sample
exercise notice is attached as Exhibit A.


 


Payment of the purchase
price for the Option Shares may be made by one or more of the following methods as permitted in the sole discretion of the Administrator:
(i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery
(or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially
owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding
periods as may be required by the Administrator; (iii)  by the Optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other
agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv)  by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole
number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i),
(ii), (iii) and (iv) above. Payment instruments will be received subject to collection.


 






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The transfer to the
Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s
receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any
other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by
the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock
to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will
be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of
the Stock Option shall be net of the Shares attested to.


 


(b)            The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company
or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator
as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.


 


(c)            The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under
this Stock Option at the time.


 


(d)            Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.            Term
and Termination of the Stock Option.


 


Optionee may not exercise
the Stock Option before commencement of its term or after its term expires. During the term of the Stock Option, Optionee may only
exercise the Stock Option to the extent vested. The term of the Stock Option commences on the Grant Date and expires upon the earliest
of the following:


 


(a)            With
respect to the unvested portion of the Stock Option, upon termination of Optionee’s Service Relationship;


 


(b)            With
respect to the vested portion of the Stock Option, immediately upon the involuntary termination of Optionee’s Service Relationship
for Cause;


 


(c)            With
respect to the vested portion of the Stock Option, thirty (30) days after Optionee’s voluntary termination of the Service
Relationship during Optionee’s term as a director;


 


(d)            With
respect to the vested portion of the Stock Option, ninety (90) days after Optionee’s termination of the Service Relationship
upon completion of Optionee’s term as a director;


 






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(e)            With
respect to the vested portion of the Stock Option, twelve (12) months after the termination of Optionee’s Service Relationship
due to Disability or death;


 


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


 


Notwithstanding the foregoing,
if the Stock Option would otherwise expire at a time when Optionee is precluded by the Company’s trading policy from exercising
the Stock Option, and the closing price per share of Stock on such date exceeds the Option Exercise Price per Share, the Expiration
Date shall be extended for thirty (30) days following the end of the period during which such trading policy exercise restriction
is in effect (but not later than the day before the tenth (10th) anniversary of the Grant Date.)


 


The Administrator’s
determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the
Optionee and his or her representatives or legatees.


 


4.            Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.            Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.            Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event
for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal,
state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to
cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock
to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding
amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Optionee, the
number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Optionee
on account of such transfer.


 


7.            No
Obligation to Continue Service Relationship. Neither the Company nor any Affiliate is obligated by or as a result of the Plan
or this Agreement to continue the Optionee’s Service Relationship, and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any Affiliate to terminate the Optionee’s Service Relationship at any time.


 






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8.            Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior
agreements and discussions between the parties concerning such subject matter.


 


9.            Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the
Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy
rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and
transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction
in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant
Information. Relevant Information will only be used in accordance with applicable law.


 


10.            Clawback.


 


(a)            In
General. Notwithstanding anything to the contrary in this Agreement, this Agreement is expressly made subject to the terms
of the clawback and forfeiture provisions set forth below and in the Plan. As a result, Optionee may be required to forfeit the
Option and/or return to the Company any Stock (or net proceeds thereof, if sold) resulting from exercise of the Stock Option in
the situations described below. Optionee agrees that the Company may enforce the forfeiture by all legal means available, including,
without limitation, by withholding the forfeited amount from other sums owed to Optionee by the Company.


 


(b)            Restatement
of Financial Statements. In the event of a restatement of the Company’s financial results within three years of original
reporting to correct a material error, then, if the Administrator determines that Optionee’s acts or omissions were a significant
contributing factor to the need to issue such restatement and that all or any portion of the Stock Option, if the award was made
prior to the restatement, would not have been awarded based upon the restated financial results, or that the Optionee derived more
economic benefit from the Stock Option than would have occurred absent the financial statement errors, then Optionee agrees to
forfeit and return to the Company the portion (which may be all) of the Stock Option that the Administrator, in its discretion,
determines to be appropriate.


 


(c)            Termination
for Cause. In the event that (i) Optionee’s Service Relationship is terminated by the Company for Cause, or (ii) following
the termination of Optionee’s Service, the Company is or becomes aware that Optionee committed an act that would have given
rise to a termination for Cause, then Optionee agrees to forfeit to the Company all or part of the Stock Option, and/or return
to the Company any Stock (or net proceeds thereof, if sold) resulting from exercise of the Stock Option, that the Administrator,
in its discretion, determines to be appropriate.


 






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(d)            Applicable
Law or Company Policy. The Stock Option shall also be subject to forfeiture to the extent required by applicable law or Company
policy.


 


11.            Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	iBio, Inc.
	 	 
	 	 
	 	By:	 
	 	 	Title:



 


The foregoing Agreement is hereby accepted
and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the
Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	Optionee’s Signature
	 	 	 
	 	 	Optionee’s name and address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 






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EXHIBIT A


 


iBio, Inc.


 


Non-Qualified
Stock option agreement under the


 


iBio, Inc.
2020 omnibus incentive plan


 


EXERCISE NOTICE


 


iBio, Inc.


8800 HSC Pkwy


Bryan, TX 77807


esop@ibioinc.com


 


Attention: Chief Financial Officer


 


1.            Exercise
of Option


 


Effective as of today,
____________, _____ the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to
purchase ______ shares of common stock (the “Stock”) of iBio, Inc. (the “Company”)
under and pursuant to the iBio, Inc. 2020 Omnibus Incentive Plan (the “Plan”) and the Non-Qualified
Stock Option Agreement dated _________________ (the “Option Agreement”).


 


2.            Delivery
of Payment


 


Optionee herewith delivers
to the Company the full purchase price of the Stock, as set forth in the Option Agreement.


 


3.            Representations
of Optionee


 


Optionee acknowledges
that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.


 


4.            Rights
as Stockholder


 


Until the issuance
of the Stock (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Stock, notwithstanding
the exercise of the Stock Option. The Stock shall be issued to the Optionee as soon as practicable after the Stock Option is exercised
in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is
prior to the date of issuance.


 


5.            Tax
Consultation


 


Optionee understands
that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Stock. Optionee
represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition
of the Stock and that Optionee is not relying on the Company for any tax advice.


 






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6.            Transfer
of Stock.


 


The Company shall not
be required (i) to transfer on its books any Stock that has been sold or otherwise transferred in violation of any of the
provisions of this Exercise Notice or (ii) to treat as owner of such Stock or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Stock shall have been so transferred.


 


7.            Successors
and Assigns


 


The Company may assign
any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall
be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.


 


8.            Interpretation


 


Any dispute regarding
the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which
shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and
binding on all parties.


 


9.            Governing
Law; Severability


 


This Exercise Notice
is governed by the internal substantive laws but not the choice of law rules, of Delaware. In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Option Agreement will continue
in full force and effect.


 


10.            Entire
Agreement


 


The Plan and Option
Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.


 


	Optionee	 	iBio, Inc.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title
	 	 	 
	 	 	 
	(Insert Social Security or Other Identifying Number of holder)	 	 
	 	 	 
	 	 	 
	 	 	 
	Residence Address	 	 



 


 



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