EX-10.5



 Exhibit 10.5 

VACCINEX, INC. 
 2011 EMPLOYEE
EQUITY PLAN 
 INCENTIVE STOCK OPTION AGREEMENT 

GRANT 
 This Option
Agreement evidences the grant by Vaccinex, Inc. (“Vaccinex”), in accordance with the Vaccinex, Inc. 2011 Employee Equity Plan (the “Plan”), of an Incentive Stock Option (“ISO”) to
                     (“Key Employee”) to purchase from Vaccinex
                 shares of $0.0001 par value common stock of Vaccinex (the “Stock”) at an Option Price per share equal to
$        . This ISO is granted effective as of                      (the “Grant Date”). Vaccinex
intends that this ISO constitute an incentive stock option under Section 422 of the Code. 
  

			
	VACCINEX, INC.
		
	By:	 	  



 TERMS AND CONDITIONS 

Section 1 Plan. This ISO is subject to all of the terms and conditions set forth in the Plan and this Option Agreement, and all
capitalized terms not otherwise defined in this Option Agreement shall have the respective meaning of such terms as defined in the Plan. If a determination is made that any term or condition set forth in this Option Agreement is inconsistent with
the Plan, the Plan shall control. A copy of the Plan has been made available to Key Employee. 
 Section 2 Exercise Rights. 

 

	 	(a)	General Rule. Key Employee automatically shall have the right under this Option Agreement to exercise this ISO with respect to: 


 

	 	(1)	                shares of Stock underlying the grant of this ISO if Key Employee remains a full time employee from the Grant Date through
                    , 

  

	 	(2)	an additional                 of the shares of Stock underlying the grant of this ISO if Key Employee remains a full time employee from the
Grant Date through                     , 

  

	 	(3)	an additional                 of the shares of Stock underlying the grant of this ISO if Key Employee remains a full time employee from the
Grant Date through                     , 









	 	(4)	an additional                 of the shares of Stock underlying the grant of this ISO if Key Employee remains a full time employee from the
Grant Date through                     , and 

  

	 	(5)	the balance of                 shares of Stock underlying the grant of this ISO if Key Employee remains a full time employee from the Grant
Date through                     . 

  

	 	(b)	Special Rules. 

  

	 	(1)	Termination. If Key Employee’s employment with Vaccinex terminates for any reason other than death, “Disability” (as defined in Section 2(c)) or “Cause” (as defined in
Section 2(c)), Key Employee’s right under Section 2(a) to exercise this ISO shall expire 3 months after the date employment so terminates or on the date described in Section 3, whichever comes first. 


 

	 	(2)	Termination for Cause. If Vaccinex terminates Key Employee’s employment as a result of “Cause” (as defined in Section 2(c)), Key Employee shall forfeit Key Employee’s right under
Section 2(a) to exercise this ISO (whether or not vested) at the time Key Employee’s employment terminates. 

  

	 	(3)	Death or Disability. If Key Employee’s employment with Vaccinex terminates by reason of Key Employee’s death or “Disability” (as defined in Section 2(c)), Key Employee or Key
Employee’s estate (whichever is applicable) shall have the right to exercise this ISO until the earlier of (A) the first anniversary of the date Key Employee’s employment so terminates or (B) the date described in Section 3,
after which time this ISO shall expire immediately and automatically. 

  

	 	(c)	Definitions. 

  

	 	(1)	Cause. For purposes of this Option Agreement, “Cause” shall exist if Key Employee (A) commits any act of malfeasance or wrongdoing affecting Vaccinex or any Subsidiary, monetarily or otherwise,
(B) breaches any employment agreement, covenant not to compete, or nonsolicitation and nondisclosure agreement, or (C) engages in conduct amounting to fraud, dishonesty, willful misconduct, negligence, repeated instances of
insubordination, or conviction of a felony or a crime involving moral turpitude, all as determined in the exercise of good faith by the Committee. 

  

	 	(2)	Disability. For purposes of this Option Agreement, the term “Disability” means “permanent and total disability” as defined in Section 22(e)(3) of the Code. 


 

	 	(d)	Employment Status. A transfer between Vaccinex and a Subsidiary or between Subsidiaries shall not be treated as a termination of employment with Vaccinex under the Plan or this Option Agreement.



  
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 Section 3 Life of ISO. This ISO shall expire and shall not be exercisable for any
reason on or after the tenth anniversary of the Grant Date. 
 Section 4 Method of Exercise of ISO. Key Employee may exercise
this ISO in whole or in part (to the extent this ISO is otherwise exercisable under Section 2) on any normal business day of Vaccinex by (a) delivering this Option Agreement to Vaccinex, together with written notice of the exercise of the
ISO, and (b) simultaneously paying to Vaccinex the Option Price. The payment of such Option Price shall be made either in cash, by check acceptable to Vaccinex, by delivery to Vaccinex of certificates (properly endorsed) for shares of Vaccinex
Stock registered in Key Employee’s name, by withholding shares of Vaccinex Stock otherwise issuable in connection with the exercise of this ISO, or in any combination of such cash, check, and Stock that results in payment in full of the Option
Price. Stock that is so tendered as payment (in whole or in part) of the Option Price shall be valued at its Fair Market Value on the date the ISO is exercised. 

Section 5 Delivery. Vaccinex shall deliver a properly issued certificate for any Stock purchased pursuant to the exercise of this
ISO as soon as practicable after such exercise, and such delivery shall discharge Vaccinex of all of its duties and responsibilities with respect to this ISO. Such certificate shall bear such legends as the Committee deems necessary or advisable.

 Section 6 Nontransferable. No rights granted under this ISO shall be transferable by Key Employee other than by will or by
the laws of descent and distribution, and the rights granted under this ISO shall be exercisable during Key Employee’s lifetime only by Key Employee. The person or persons, if any, to whom this ISO is transferred by will or by the laws of
descent and distribution shall be treated after Key Employee’s death the same as Key Employee under this Option Agreement. 

Section 7 No Right to Continue Service. Neither the Plan, this ISO, nor any related material shall give Key Employee the right to
continue in employment by Vaccinex or any Subsidiary or shall adversely affect the right of Vaccinex or any Subsidiary to terminate Key Employee’s employment with or without cause at any time. 

Section 8 Stockholder Status. Key Employee shall have no rights as a stockholder with respect to any shares of Stock under this
ISO until such shares have been duly issued and delivered to Key Employee and, except as expressly set forth in the Plan, no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of other rights of any
kind or description whatsoever respecting such Stock. 
 Section 9 Securities Registration. As a condition to the delivery of
the certificate for any shares of Stock purchased pursuant to the exercise of this ISO, Key Employee shall, if so requested by Vaccinex, hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so
requested by Vaccinex, shall deliver to Vaccinex a written statement satisfactory to Vaccinex to that effect. 

  
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 Section 10 Other Laws. If any change in circumstances after the grant of this ISO
would create a substantial risk for Vaccinex that the issuance or transfer of any Stock under this ISO to Key Employee at the time Key Employee tenders any payment to exercise this ISO would violate any applicable law or regulation, Vaccinex at that
time shall (a) take such action as the Committee deems fair and reasonable and permissible under such law or regulation either (1) to continue to maintain the status of this ISO as outstanding until Key Employee can exercise this ISO
without any substantial risk of such a violation or (2) to fully and fairly compensate Key Employee for the cancellation of this ISO and thereafter to cancel this ISO and (b) refund any payment made by Key Employee to exercise this ISO.

 Section 11 Other Agreement. If so requested by the Committee, Key Employee shall (as a condition to the exercise of this ISO)
enter into such additional shareholder, buy-sell or other agreement or agreements prepared by Vaccinex as Vaccinex deems appropriate, which may restrict the transfer of shares of Stock acquired pursuant to this ISO and provide for the repurchase of
such Stock by Vaccinex under certain circumstances. The certificate(s) evidencing the Stock may include one or more legends that reference or describe the conditions upon exercise referenced in this Section 11. 

Section 12 Notice of Disqualifying Disposition. Key Employee shall notify Vaccinex in the event that prior to the later of two
years after the Grant Date of this ISO or one year after the transfer of shares of Stock to Key Employee pursuant to the exercise of this ISO, Key Employee disposes of such shares. Such notice shall state the date of disposition, the nature of the
disposition and the price, if any, received for the shares upon disposition. 
 Section 13 Governing Law. The Plan and this ISO
shall be governed by the laws of the State of Delaware. 
 Section 14 Binding Effect. This ISO shall be binding upon Vaccinex
and Key Employee and their respective heirs, executors, administrators and successors. 
 Section 15 Headings and Sections. The
headings contained in this Option Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this ISO. Any references to sections (Section) in this Option Agreement shall be to sections (Section) of
this Option Agreement unless otherwise expressly stated as part of such reference. 
 Section 16 Effect of Change in Control. In
the event of a Change in Control, except to the extent that the Committee determines to cash out this ISO in accordance with Section 16.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case
may be (the “Acquiror”), may, without the consent of the Key Employee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of this ISO or substitute for all or any portion of this
ISO a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, this ISO or any portion thereof shall be deemed assumed if, following the Change in Control, this ISO confers the right to receive, subject to the
terms and conditions of the Plan and this Option Agreement, for each share of Vaccinex Stock 

  
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subject to such portion of this ISO immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of
a share of Vaccinex Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the
consideration to be received upon the exercise of this ISO, for each share of Vaccinex Stock subject to this ISO, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of
Vaccinex Stock pursuant to the Change in Control. This ISO shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in
connection with the Change in Control nor exercised as of the date of the Change in Control. 
 Section 17 Amendment, Suspension and
Termination. To the extent permitted by the Plan, this Option Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided, however, that,
except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Option Agreement shall adversely affect this ISO in any material way without the prior written consent of the Key Employee. 

  
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