EX-10.3



 Exhibit 10.3 

TREVI THERAPEUTICS, INC. 

Nonstatutory Stock Option Agreement 

Granted Under 2012 Stock Incentive Plan 
  

	1.	 Grant of Option. 



This agreement evidences the grant by Trevi Therapeutics, Inc., a Delaware corporation (the “Company”), on
                 , 201[    ] (the “Grant Date”) to
[                ], an [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 2012 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 [            ] (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, substantially in the form set forth as Exhibit A
hereto, 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 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 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 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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 (f) Voting Agreement. As a condition to the exercise of this option, in whole or in part,
the Participant, prior to such exercise of this option, shall execute and deliver or shall have executed and delivered to the Company the Adoption Agreement attached hereto as Exhibit B to the Voting Agreement dated as of December __, 2012, as
amended from time to time (the “Voting Agreement”), among the Company and the Stockholders (as defined therein) agreeing to become a party to the Voting Agreement and be bound by the terms thereof; provided that if the Participant has
previously executed and delivered the Voting Agreement, the Participant need only reaffirm his obligations thereunder; and provided further that the Participant shall not be obligated to execute and deliver the Voting Agreement in the event that it
has expired or been terminated. 
 (g) [Right of First Refusal and Co-Sale Agreement. As a
condition to the exercise of this option, in whole or in part, the Participant, prior to such exercise of this option, shall execute and deliver or shall have executed and delivered to the Company the counterpart signature page attached hereto as
Exhibit C to the Right of First Refusal and Co-Sale Agreement dated as of December __, 2012, as amended from time to time (the “ROFR Agreement”), among the Company and the Stockholders (as defined
therein) agreeing to become a party to the ROFR Agreement and be bound by the terms thereof; provided that if the Participant has previously executed and delivered the ROFR Agreement, the Participant need only reaffirm his obligations thereunder;
and provided further that the Participant shall not be obligated to execute and deliver the ROFR Agreement in the event that it has expired or been terminated.]1 

 

	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. 
  

	1 	 This provision (and Exhibit C) should be added to any grant covering shares issued to an employee or
consultant, which shares or options would collectively constitute with respect to such employee or consultant (taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%) or
more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted).




  
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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 outstanding 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. 
 (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 outstanding shares of 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 Company’s voting securities
immediately prior to such transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) 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 Initial Public Offering. 



The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement
under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the
date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the
managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), 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. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end
of the “lock-up” period. 
  

	6.	 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. 

  
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	7.	 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. 

(b) The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as
a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of Section 4 and Section 5; provided that such a written confirmation shall not be
required with respect to (1) Section 4 after such provision has terminated in accordance with Section 4(g) or (2) Section 5 after the completion of the lock-up period in connection
with the Company’s initial underwritten public offering. 
  

	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. 
  

			
	TREVI 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 2012 Stock Incentive Plan. 
  

			
	 PARTICIPANT:
	 	
	
	
By:                  
                                         
                      

	
	
Address:                 
                                         
               

	
	
                   
                                         
                           



  

  
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 Exhibit A 

NOTICE OF STOCK OPTION EXERCISE 

Date:                      

Trevi Therapeutics, Inc. 
 52 Charter Ridge Drive 

Sandy Hook, CT 06482 
 Attention: Treasurer 

Dear Sir or Madam: 
 I am the holder of an
Nonstatutory Stock Option granted to me under the Trevi Therapeutics, Inc. (the “Company”) 2012 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. 
  







 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 six months 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)
	  

	Print Name


  
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 Exhibit B 

ADOPTION AGREEMENT 
 This
Adoption Agreement (“Adoption Agreement”) is executed on                     , 201  , by the undersigned (the
“Holder”) pursuant to the terms of that certain Voting Agreement dated as of December         , 2012 (the “Agreement”), by and among the Company and certain of its
Stockholders, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this
Adoption Agreement, the Holder agrees as follows. 
 1.1 Acknowledgement. Holder acknowledges that Holder is acquiring options to
purchase certain shares of the capital stock of the Company (the “Options”) for one of the following reasons (Check the correct box): 

☐ as a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such
transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes of the Agreement. 
 ☐ as a
transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Stockholder” for all purposes of the
Agreement. 
 ☐ as a new Investor in accordance with Subsection 6.1(a) of the Agreement, in which case Holder will be an
“Investor” and a “Stockholder” for all purposes of the Agreement. 
 ☐ in accordance with Subsection 6.1(b)
of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Stockholder” for all purposes of the Agreement. 

1.2 Agreement. Holder hereby (a) agrees that the Options, and any other shares of capital stock or securities required by the
Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto. 

1.3 Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below
Holder’s signature hereto. 
  

			
	 HOLDER:

By:                         
                                         
               
 Name and Title of Signatory

Address:                        
                                         
        
  

                          
                                         
                    
 Facsimile
Number:                                        
                 
	  	 ACCEPTED AND AGREED:
  

TREVI THERAPEUTICS, INC.
  

By:                         
                                         
              

Title:                         
                                         
            









 [Exhibit C]2 

TREVI THERAPEUTICS, INC. 

Right of First Refusal and Co-Sale Agreement 

Counterpart Signature Page 

The undersigned has received and reviewed the Right of First Refusal and Co-Sale Agreement dated as of
December       , 2012 among Trevi Therapeutics, Inc. and certain stockholders of Trevi Therapeutics, Inc., as such agreement may be amended or amended and restated hereafter (the “ROFR Agreement”). 

The undersigned hereby agrees to be bound by the terms and conditions of the ROFR Agreement as a “Key Holder” thereunder. 

Executed, in counterparts, as of the date set forth below. 

 

	
	  

	Printed or Typed Name
	
	  

	Signature
	
	Date:                     , 201        
	
	If signing on behalf of an entity, please indicate title below:
	
	Title:                                     
                                         
           


  
  

	2 	 This Exhibit C (and Section 3(g) above) should be added to any grant covering shares issued to an employee
or consultant, which shares or options would collectively constitute with respect to such employee or consultant (taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%)
or more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted).