Form of Nonstatutory Stock Option Agreement



 Exhibit 10.10 
 ARGOS THERAPEUTICS, INC. 
 Nonstatutory Stock Option Agreement  

Granted Under 2011 Stock Incentive Plan 
  

	1.	Grant of Option. 

 This
agreement evidences the grant by Argos Therapeutics, Inc., a Delaware corporation (the “Company”), on [                    ],
20[    ] (the “Grant Date”) to [                    ], [an][a] [employee], [consultant], [director] 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 2011 Stock Incentive Plan (the “Plan”), a total of
[                    ] shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”)
at an exercise price of $[            ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[                    ], 20[    ] (the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall not 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 [25]% of the original number of Shares on the [first] anniversary of the Grant Date and as to an additional [2.0833]% of the original number of Shares at the end of each
successive [one-month] period following the first anniversary of the Grant Date until the [fourth] anniversary of the Grant Date. 
 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, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to
receive option grants under the Plan (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 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 or other
relationship with the Company 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 or other relationship. If, prior to the
Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment or other relationship by the Company for Cause, and the effective date of such employment or other termination is subsequent to the date
of the 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
or other relationship shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment or other relationship (in which case the right to exercise this option shall, pursuant to the
preceding sentence, terminate immediately upon the effective date of such termination of employment or other relationship). If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition
of “cause” for termination of employment or other relationship, “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’s employment or other relationship shall be considered to have been terminated for “Cause” if
the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 

  
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	4.	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. 
  

	5.	Transfer Restrictions. 


(a) 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. 

 

	6.	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. 

  
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 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. 
  

							
	ARGOS THERAPEUTICS, 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 2011 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	  

		
	Address:	 	  

		
		 	  




  
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 Exhibit A 

NOTICE OF STOCK OPTION EXERCISE 
 Date:                      

 

	
	  

	  
	  


  

							
	Attention:	 	 	  		  	

 Dear Sir or Madam: 
 I am the holder of a Nonstatutory Stock Option granted to me under the Argos Therapeutics, Inc. (the “Company”) 2011 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
             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. 

  
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 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)


  
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