Exhibit 10.8





 


KINEMED, INC.

2014 OMNIBUS INCENTIVE PLAN


  


NON-QUALIFIED OPTION AGREEMENT


 


KineMed, Inc., a Delaware corporation (the
“Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”),
to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the
grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s
2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).


 


Grant Date: __________________, 20__


 


Name of Optionee: _________________________________________________


 


Number of Shares of Stock Covered by Option: ______________


 


Option Price per Share of Stock: $_____.___ (At least 100%
of Fair Market Value)


 


Vesting Commencement Date: ___________________


 


Vesting Schedule: [                                  ]


 


By your signature below, you agree
to all of the terms and conditions described herein, in the attached Agreement and in the Plan, a copy of which is also attached.
You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this
cover sheet or Agreement should appear to be inconsistent.


 


	Optionee:	 	  Date:	 	 
	 	(Signature)	 	 	 
	 	 	 	 	 
	Company:	 	  Date:	 	 
	 	(Signature)	 	 	 
	Title:  	 	 	 	 


 


Attachment


 


This is not a share
certificate or a negotiable instrument.


 




    	 



    	 



    

 


KINEMED, INC.


2014 OMNIBUS INCENTIVE PLAN


 


NON-QUALIFIED OPTION AGREEMENT


 


 


	Non-qualified Option	
        This Agreement evidences an award of an Option exercisable
        for that number of shares of Stock set forth on the cover sheet and subject to the vesting and other conditions set forth herein,
        in the Plan and on the cover sheet. This option is not intended to be an incentive option under Section 422 of the Internal Revenue
        Code and will be interpreted accordingly.

         

	Transfer of Option	
        During your lifetime, only you (or, in the event
        of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. The Option may not be
        sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the
        Option be made subject to execution, attachment or similar process.

         

        If you attempt to do any of these things, this Option
        will immediately become forfeited.

         

	Vesting	
        Your Option shall vest in accordance with the vesting
        schedule shown on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheet and is exercisable
        only as to its vested portion.

         

	 	
        No additional shares of Stock will
        vest after your Service has terminated for any reason.

         

	Change in Control	
        Notwithstanding the vesting schedule set forth above,
        upon the consummation of a Change in Control, this option will become 100% vested [(i)] if it is not assumed, or equivalent options
        are not substituted for the options, by the Company or its successor[, or (ii) if assumed or substituted for, upon your Involuntary
        Termination within the 12-month period following the consummation of the Change in Control. If assumed or substituted for, the
        option will expire one year after the date of your termination of Service, for any reason, within such 12-month period.]

         



 




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        [“Involuntary Termination”
        means termination of your Service by reason of (i) your involuntary dismissal by the Company or its successor for reasons
        other than Cause; or (ii) your voluntary resignation for Good Reason as defined in any applicable employment or severance
        agreement, plan, or arrangement between you and the Company, or if none, then following (x) a substantial adverse alteration
        in your title or responsibilities from those in effect immediately prior to the Change in Control; (y) a reduction in
        your annual base salary as of immediately prior to the Change in Control (or as the same may be increased from time to
        time) or a material reduction in your annual target bonus opportunity as of
        immediately prior to the Change in Control; or (z) the relocation of your principal place of employment to a location
        more than 35 miles from your principal place of employment as of the Change in Control or the Company's requiring you
        to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required
        travel on the Company's business to an extent substantially consistent with your business travel obligations as of immediately
        prior to the Change in Control. To qualify as an “Involuntary Termination”
        you must provide notice to the Company of any of the foregoing occurrences within 90 days of the initial occurrence
        and the Company shall have 30 days to remedy such occurrence. To the extent not remedied, you must terminate employment
        within 60 days following the expiration of the 30 day cure period for such occurrence to constitute an Involuntary Termination.]

         

	Forfeiture of Unvested Options / Term 	
        Unless the termination of your Service triggers accelerated
        vesting or other treatment of your Option pursuant to the terms of this Agreement, the Plan, or any other written agreement between
        the Company or Affiliate and you, you will automatically forfeit to the Company those portions of the Option that have not yet
        vested in the event your Service terminates for any reason.

         

        Notwithstanding anything in this Agreement to the
        contrary, your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary
        of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below.

         




 





	Expiration of Vested Options After Service Terminates	
        If your Service terminates for any reason, other
        than death, Disability or Cause, then the vested portion of your Option will expire at the close of business at Company headquarters
        on the 90th day after your termination date.

         

        If your Service terminates because of your
death or Disability, or if you die during the 90-day period after your termination for any reason (other than Cause), then
the vested portion of your Option will expire at the close of business at Company headquarters on the date twelve (12) months
after the date of your death or termination for Disability. During that twelve (12) month period, your estate or heirs may exercise
the vested portion of your Option.

         






 






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        If your Service is terminated for Cause, then you
        shall immediately forfeit all rights to your entire Option and the Option shall immediately expire.

         

	Forfeiture of Rights	
        If you should take actions in violation or breach
        of or in conflict with any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate or any confidentiality
        obligation with respect to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights
        to this Option and the Option shall immediately expire.

         

	Leaves of Absence	
        For purposes of this Agreement,
        your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing
        if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable
        law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

         

        The Company may determine, in its discretion, which
        leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions
        of the Plan.

         

	Notice of Exercise	
        The Option may be exercised, in whole or in part,
        to purchase a whole number of vested shares of Stock of not less than 100 shares, unless the number of vested shares of Stock purchased
        is the total number available for purchase under the option, by following the procedures set forth in the Plan and in this Agreement.

         

        When you wish to exercise this Option, you must exercise
        in a manner required or permitted by the Company.

         

        If someone else wants to exercise this Option after
        your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

	Form of Payment	
        When you exercise your Option, you must include payment
        of the option price indicated on the cover sheet for the shares of Stock you are purchasing. Payment may be made in one (or a combination)
        of the following forms:

         

        ·         Cash,
        your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.

         



 




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        ·         Shares
        of Stock which are owned by you and which are surrendered to the Company. The Fair Market Value of the shares of Stock
        as of the effective date of the option exercise will be applied to the option price.

         

        ·         By
        delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable
        to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the
        aggregate option price and any withholding taxes (if approved in advance by the Committee of the Board if you are either
        an executive officer or a director of the Company).

         

	Evidence of Issuance	
        The issuance of the shares of Stock upon exercise
        of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without
        limitation, book-entry, direct registration or issuance of one or more Stock certificates.

         

	Withholding Taxes	
        You agree as a condition of this grant that you will
        make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of
        shares of Stock acquired under this Option. In the event that the Company or any Affiliate determines that any federal, state,
        local or foreign tax or withholding payment is required relating to the exercise of this Option or sale of shares of Stock arising
        from this Option, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts
        from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested shares of Stock
        otherwise deliverable under this Agreement).

         

	Retention Rights	
        This Agreement and the grant evidenced hereby do
        not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment
        or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate
        your Service at any time and for any reason.

         

	Shareholder Rights	
        You, or your estate or heirs, have no rights as a
        shareholder of the Company until the shares of Stock has been issued upon exercise of your Option and either a certificate evidencing
        your shares of Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made
        for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate
        book entry is made), except as described in the Plan.

         



 




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	 	Your Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
	 	 
	Clawback	
        This Award is subject to mandatory repayment by you
        to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy
        that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply
        with, or violate, the terms or requirements of such policy.

         

        If the Company is required to prepare an accounting
        restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement
        under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly
        failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company
        the amount of any payment in settlement of this Award earned or accrued during the 12-month period following the first public issuance
        or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained
        such material noncompliance.

         

	Applicable Law	
        This Agreement will be interpreted and enforced under
        the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction
        or interpretation of this Agreement to the substantive law of another jurisdiction.

         

	The Plan	
        The text of the Plan is incorporated in this Agreement
        by reference.

         

        Certain capitalized terms used in this Agreement
        are defined in the Plan, and have the meaning set forth in the Plan.

         

        This Agreement and the Plan constitute the entire
        understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this
        grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation and/or severance agreement
        between you and the Company or any Affiliate shall supersede this Agreement with respect to its subject matter.

         

	Data Privacy	
        In order to administer the Plan,
        the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement
        and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information
        and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.

         

         



 




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        By accepting this grant, you give
        explicit consent to the Company to process any such personal data.

         

	Code Section 409A	It is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A.  To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax.  The nature of any such amendment shall be determined by the Company.  For purposes of this Award, a termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A.


 


By signing this Agreement, you agree
to all of the terms and conditions described above and in the Plan.


  








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