Exhibit 10.60


 


Coronado
Biosciences, Inc.

2013 Stock Incentive Plan



Award Agreement

(Incentive Stock Option or Non-Qualified Stock Option)


 


Pursuant to this Award
Agreement, which includes your Stock Option Grant Notice (“Grant Notice”), Coronado Biosciences, Inc.
(the “Company”) has granted you an option under its 2013 Stock Incentive Plan (the “Plan”)
to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated
in your Grant Notice. Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same
definitions as in the Plan.


 


The details of your
option are as follows.


 


1.            Vesting.
Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will
cease upon the termination of your Continuous Service.


 


2.            Number
of Shares and Exercise Price. The number of shares of Common Stock subject to your Option and your exercise price per
share referenced in your Grant Notice may be adjusted from time to time for changes in the Company’s capitalization as provided
in Section 10(a) of the Plan.


 


3.            Exercise
Restriction for Non-Exempt Employees. In the event that you are an Employee eligible for overtime compensation under
the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not
exercise your Option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified
in your Grant Notice, notwithstanding any other provision of your Option.


 


4.            Exercise
prior to Vesting (“Early Exercise”). If permitted in your Grant Notice (i.e., the “Exercise
Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your Option, you may elect at
any time that is both (i) during the period of your Continuous Service and (ii) during the term of your Option, to exercise all
or part of your option, including the unvested portion of your Option; provided, however, that:


 


(a)        a partial
exercise of your Option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment
of unvested shares of Common Stock;


 


(b)        any shares
of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to a repurchase
right in favor of the Company or a Related Entity as described in an early exercise stock purchase agreement;


 


(c)       you shall
enter into an early exercise stock purchase agreement with a vesting schedule that will result in the same vesting as if no early
exercise had occurred; and


 






    	 



    	 



    

 


(d)        if your
option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the time of grant)
of the shares of Common Stock with respect to which your Option plus all other Incentive Stock Options you hold are exercisable
for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand
dollars ($100,000), your Option(s) or portions thereof that exceed such limit (according to the order in which they were granted)
shall be treated as Non-Qualified Stock Options.


 


5.            Method
of Payment. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect
to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice,
which may include one or more of the following:


 


(a)         provided
that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the
Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;


 


(b)         provided
that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation)
of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued at Fair Market Value on the date of exercise; notwithstanding the foregoing, you may not exercise your Option
by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock;


 


(c)          if your
Option is a Non-Qualified Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Common Stock issued upon exercise of your Option by the largest whole number of shares with a Fair Market Value
that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment
from you to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of
whole shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under your
Option and will not be exercisable thereafter to the extent that (1) shares are used to pay the exercise price pursuant to the
“net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy
tax withholding obligations; or


 


(d)          pursuant
to the following promissory note alternative:


 


(i)          not
less than one hundred percent (100%) of the aggregate exercise price, plus accrued interest, shall be due four (4) years from
date of exercise or, at the Company’s election, upon termination of your Continuous Service;


 


(ii)        interest
shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid (1) the treatment
as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred
payment arrangement and (2) the classification of your option as a liability for financial accounting purposes; and


 






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(iii)       in
order to elect the promissory note alternative, you must, as a part of your written notice of exercise, give notice of the election
of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the
Company so requests, you must tender to the Company a promissory note and a pledge agreement covering the purchased shares of
Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company
may request.


 


6.            Whole
Shares. You may exercise your option only for whole shares of Common Stock.


 


7.            Securities
Law Compliance. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the
shares of Common Stock issuable upon such exercise are then registered under the Securities Act of 1933, as amended (the “Securities
Act”) or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your Option also must comply
with other applicable laws and regulations governing your option, and you may not exercise your Option if the Company determines
that such exercise would not be in material compliance with such laws and regulations.


 


8.            Term.
You may not exercise your Option before the commencement of its term or after its term expires. The term of your Option commences
on the Date of Grant and expires upon the earliest of the following:


 


(a)         immediately
upon the termination of your Continuous Service for Cause;


 


(b)         three (3)
months after the termination of your Continuous Service for any reason other than Cause, Disability or death; provided however,
that if during any part of such three (3) month period you may not exercise your Option solely because of the condition
set forth in the preceding section relating to “Securities Law Compliance,” your option shall not expire until the
earlier of the Expiration Date indicated in your Grant Notice or until it shall have been exercisable for an aggregate period of
three (3) months after the termination of your Continuous Service; provided, further, that in the event you die within three
(3) months after the termination of your Continuous Service for any reason other than Cause or Disability, your Option shall not
expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of twelve (12)
months after your death;


 


(c)         twelve
(12) months after the termination of your Continuous Service due to your Disability; provided, however, that in the event
you die within such twelve (12) month period after the termination of your Continuous Service due to your Disability, your option
shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of twelve
(12) months after your death;


 






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(d)         twelve
(12) months after the termination of your Continuous Service due to your death;


 


(e)         the Expiration
Date indicated in your Grant Notice; or


 


(f)         the day
before the tenth (10th) anniversary of the Date of Grant; provided, however, in the case of an Incentive Stock Option granted
to you, if at the time the Option is granted, you own stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary of the Company, the Option shall expire the day before the fifth (5th)
anniversary of the Date of Grant.


 


If your Option is an
Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the date of grant of your Option and ending on the day three (3) months before the date
of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your
permanent and total disability, as defined in Section 22(e)(3) of the Code. (The definition of disability in Section 22(e)(3) of
the Code may be different from the definition of the Disability under the Plan). The Company has provided for extended exercisability
of your Option under certain circumstances for your benefit but cannot guarantee that your Option will necessarily be treated as
an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after
your employment terminates or if you otherwise exercise your Option more than three (3) months after the date your employment with
the Company or an Affiliate terminates.


 


9.            Exercise.


 


(a)         You may
exercise the vested portion of your Option (and the unvested portion of your Option if your Grant Notice so permits) during its
term by delivering a Notice of Exercise (in a form designated by the Company), together with the exercise price, to the Secretary
of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional
documents as the Company may then require.


 


(b)         By exercising
your Option you agree that, as a condition to any exercise of your Option, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise
of your Option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time
of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)         If your
option is an Incentive Stock Option, by exercising your Option you agree that you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your Option that occurs
within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred
upon exercise of your Option.


 






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10.         Transferability.
Your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your Option. In addition,
if permitted by the Company you may transfer your Option to a trust if you are considered to be the sole beneficial owner (determined
under Section 671 of the Code and applicable state law) while the Option is held in the trust, provided that you and the trustee
enter into a transfer and other agreements required by the Company.


 


11.         Right
of Repurchase. To the extent provided in the Company’s bylaws in effect at such time the Company elects to exercise
its right, the Company shall have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to
the exercise of your Option.


 


12.         Option
not a Service Contract. Your Option is not an employment or service contract, and nothing in your option shall be deemed
to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the
Company or an Affiliate to continue your employment. In addition, nothing in your Option shall obligate the Company or an Affiliate,
their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.


 


13.         Withholding
Obligations.


 


(a)         At the
time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your Option.


 


(b)         Upon your
request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or
restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of
your Option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise,
not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification
of your Option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation
is deferred to a date later than the date of exercise of your Option, share withholding pursuant to the preceding sentence shall
not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of
shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate
the determination of such tax withholding obligation to the date of exercise of your Option. Notwithstanding the filing of such
election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of
exercise of your Option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility.


 






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(c)         You may
not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your Option when desired even though your Option is vested, and the Company shall have no obligation
to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein
unless such obligations are satisfied.


 


14.          Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation
programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates related to tax liabilities arising from your Option or your other compensation. In particular,
you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share specified in the
Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there
is no other impermissible deferral of compensation associated with the Option. If at any time the Common Stock is not traded on
an established securities market, the Fair Market Value will be determined by the Board, perhaps in consultation with an independent
valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree
with the valuation as determined by the Board, and you shall not make any claim against the Company, or any of its Officers, Directors,
Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less
than the “fair market value” as subsequently determined by the Internal Revenue Service.


 


15.         Notices.
Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt
or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the Company.


 


16.         Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any Awards granted under
the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You consent to receive
such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and
maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout
your term of employment or service with the Company and thereafter until withdrawn in writing by you.


 






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17.         Data
Privacy. You consent to the collection, use and transfer, in electronic or other form, of personal data as described
in this Option for the exclusive purpose of implementing, administering and managing your participation in the Plan. You acknowledge
that the Company holds certain personal information about you, including, but not limited to, name, home address and telephone
number, date of birth, social security number or other identification number, salary, nationality, job title, details of all Options
or any other entitlement to shares of stock awarded, cancelled, exercised, vested or unvested, for the purpose of implementing,
administering and managing the Plan (the “Data”). You acknowledge that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan and that these recipients may be located in jurisdictions
that may have different data privacy laws and protections, and you authorize the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan, including
any requisite transfer of such Data as may be required to a broker or other third party with whom you or the Company may elect
to deposit any shares of stock acquired upon exercise of the Option.


 


18.         Governing
Plan Document. Your Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Option and those of the
Plan, the provisions of the Plan shall control.


 






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