Exhibit 10.2


 


ASSEMBLY BIOSCIENCES, INC.


2017 Inducement Award Plan


NOTICE OF STOCK OPTION GRANT


 


Grant Number 2017-


	 	 
	 	 
	 	 


 


You have been granted an option to purchase
Common Stock of Assembly Biosciences, Inc. (the "Company"), as follows:


 


	Date of Grant	[________]
	 	 
	Vesting Commencement Date	[_______]
	 	 
	Exercise Price per Share	$____
	 	 
	Total Number of Shares Granted	________
	 	 
	Total Exercise Price	$_______
	 	 
	Type of Option:	__________ Nonstatutory Stock Option
	 	 
	Term/Expiration Date:	10 years
	 	 
	Vesting Schedule:	[1/4 to vest on the first anniversary of the vesting commencement date; and thereafter 1/36 of remaining option shares (approximately _____ shares) to vest each month thereafter for 36 months; in each case subject to your Continuous Services through each vesting date and otherwise in accordance with the terms and conditions of the Plan (as defined below) and the Stock Option Agreement attached hereto. Shares to vest on any vesting date shall be rounded down to nearest whole number. Monthly installments shall take into effect prior rounding so that each monthly installment including the last installment is approximately the same. On the fourth anniversary of the vesting commencement date, the options shall be fully vested. Upon the occurrence of a Corporate Transaction and the termination of your employment by the Company other than for Cause within 6 months of such Corporate Transaction, all unvested options shall vest.]
	 	 
	Termination Period:	Option may be exercised for up to 90 days after termination of Continuous Service.  By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Assembly Biosciences, Inc. 2017 Inducement Award Plan (the “Plan”) and the Stock Option Agreement, all of which are attached and made a part of this document. Capitalized terms used in this Notice of Stock Option Grant and not otherwise defined herein shall have the meaning assigned to such term in the Plan.


 


	Dated:	 	 


 


	OPTIONEE:	 	ASSEMBLY BIOSCIENCES, INC.
	 	 	 
	 	 	By:	 
	[Name]	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




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ASSEMBLY BIOSCIENCES, INC.


 


STOCK OPTION AGREEMENT


 


1.             Grant
of Option. Assembly Biosciences, Inc. (the "Company"), hereby grants to the Optionee named in the Notice of Grant
(the "Optionee") an option (the "Option") to purchase a total number of shares of Common Stock (the "Shares")
set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price")
subject to the terms, definitions and provisions of the Assembly Biosciences, Inc. 2017 Inducement Award Plan (the "Plan")
adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Option.


 


2.             Exercise
of Option. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of
Grant and with the provisions of Sections 10 and 11 of the Plan as follows:


 


(a)           Right
to Exercise.


 


(i)          This
Option may not be exercised for a fraction of a share.


 


(ii)         In
no event may this Option be exercised after the date of expiration of the term of this Option as set forth in the Notice of Grant.


 


(b)          Method
of Exercise. This Option shall be exercisable by written notice (in the form attached hereto as Exhibit A) which
shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such
other representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be
delivered in person, by certified mail or by electronic mail (with confirmation of receipt) to the Secretary of the Company. The
written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt
by the Company of such written notice accompanied by the Exercise Price.


 


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.
No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance,
for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares.


 




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3.            Method
of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the
Optionee:


(i)           cash;
or


 


(ii)          check;
or


 


(iii)         surrender
of other shares of Common Stock of the Company, or attestation of ownership of such shares, as described in Section 7(b)(iv) of
the Plan; or


 


(iv)        “net
exercise” as described in Section 7(b)(vi) of the Plan; or


 


(v)          a
broker-assisted exercise as described in Section 7(b)(v) of the Plan; or


 


(vi)         promissory
note as described in Section 7(b)(iii) of the Plan to the extent not prohibited by applicable law; or


 


(vii)        any
combination of the foregoing methods of payment.


 


4.            Nontransferability
of Option. This Option may not be transferred in any manner other than as set forth in the Plan. The terms of this Option shall
be binding upon the executors, administrators, heirs, successors transferees and assigns of the Optionee as if such persons were
the Optionee.


 


5.            Termination
of Relationship. In the event of termination of Optionee's employment or consulting relationship with the Company, Optionee
may, to the extent otherwise so entitled at the date of such termination (the "Termination Date"), exercise this Option
during the Termination Period set out in the Notice of Grant. To the extent that Optionee was not entitled to exercise this Option
at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall
terminate.


 


6.            Term
of Option. This Option may be exercised only within the term set out in the Notice of Grant and the Plan, and may be exercised
during such term only in accordance with the Plan and the terms of this Option.


 


7.            Disability
of Optionee. Notwithstanding the provisions of Section 5 above, in the event of termination of Optionee's consulting or employment
relationship as a result of his total and permanent disability (as defined in Section 22(e)(3) of the Code or any successor provision),
Optionee may, but only within twelve (12) months from the date of termination of employment or consulting relationship (but in
no event later than the date of expiration of the term of this Option as set forth in the Notice of Grant), exercise this Option
to the extent Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled
to exercise the Option at the date of termination, or if Optionee does not exercise such Option (which Optionee was entitled to
exercise) within the time specified herein, the Option shall terminate.


 




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8.            Death
of Optionee. In the event of the death of Optionee during the term of this Option and, with respect to a consultant, during
such consultant’s continuing consulting relationship with the Company or within 90 days of termination of consultant's relationship
with the Company and, with respect to an employee, during such employee’s employment relationship with the Company or within
90 days of termination of such employee's relationship with the Company, the Option may be exercised at any time within twelve
(12) months following the date of termination (but in no event later than the date of expiration of the term of this Option as
set forth in the Notice of Grant), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that Optionee was entitled to at the date of death.


 


9.            Taxation
Upon Exercise of Option. Pursuant to Section 9 of the Plan, the Company may require the Optionee to pay to the Company amounts
necessary to satisfy any applicable Company withholding obligations. The Optionee shall satisfy his or her tax withholding obligation
arising upon the exercise of this Option by one or some combination of the following methods: (i) by cash payment, or (ii) out
of Optionee's current compensation, or (iii) if permitted by the Board or Committee, in its discretion, by surrendering to the
Company already-owned Shares or by directing the Company to withhold shares otherwise to be transferred to the Optionee, in each
case in accordance with Section 9(b) of the Plan. For this purpose, the fair market value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date").


 


If the Optionee is subject to Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (an "Insider"), any surrender of previously
owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions
of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect
to Plan transactions.


 


All elections by an Optionee to have Shares
withheld to satisfy tax-withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject
to the following restrictions:


 


(1)         the
election must be made on or prior to the applicable Tax Date;


 


(2)         once
made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made;


 


(3)         all
elections shall be subject to the consent or disapproval of the Board or Committee;


 


(4)         if
the Optionee is an Insider, the election must comply with the applicable provisions of Rule 16b-3 and shall be subject to such
additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.


 




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10.           Tax
Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise
of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(a)            Exercise
of Nonstatutory Stock Option. There may be a regular federal income tax liability and a state income tax liability upon the
exercise of the Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price and the Company
will qualify for a deduction in the same amount, subject to the requirement that the compensation be reasonable. If Optionee is
an employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.


 


(b)          Disposition
of Shares. If Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes.


 


11.           Successors
and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors, transferees and assigns.


 


12.           Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's
Board of Directors or the Committee that administers the Plan, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.


 


13.           Governing
Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding
that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal
or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.


 


14.           Notices.
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon receipt or three
(3) days after deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to in the case of
the Company at its corporate headquarters and in the case of Optionee at the last address Optionee provided to the Company. Notwithstanding
the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and
this option by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to
receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party designated by the Company.


 




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15.           Option
Not a Service Contract.


 


(a)            Your
Continuous Service with the Company or a Related Entity is not for any specified term and may be terminated by you or by the Company
or a Related Entity at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including,
but not limited to, the vesting of your Option pursuant to the schedule set forth in the Notice of Stock Option Grant or the issuance
of the shares upon exercise of your option), the Plan or any covenant of good faith and fair dealing that may be found implicit
in this Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company
or a Related Entity; (ii) constitute any promise or commitment by the Company or a Related Entity regarding the fact or nature
of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation;
(iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under
the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any
future vesting opportunity that you may have.


 


(b)           By accepting this Option, you acknowledge
and agree that the right to continue vesting in the Option pursuant to the schedule set forth in Notice of Stock Option Grant is
earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired,
being granted this option or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise
restructure one or more of its businesses or Related Entity at any time or from time to time, as it deems appropriate (a “reorganization”).
You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the
termination of Related Entity status of your employer and the loss of benefits available to you under this Agreement, including
but not limited to, the termination of the right to continue vesting in the option. You further acknowledge and agree that this
Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good
faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement
as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with
your right or the Company’s right to terminate your Continuous Service at any time, with or without Cause and with or without
notice.


 


16.           Further
Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary
to carry out the purposes and intent of this Agreement.


 


17.           2017
Inducement Award Plan. This Option shall be subject to and governed by the terms and conditions of the Plan in all respects,
and to the extent of any inconsistency between this Option and the terms of the Plan, the terms of the Plan will control. Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in
their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Board or Committee upon any questions arising under the Plan or this Option.


 


18.           Other
Documents. You acknowledge receipt of the Company’s insider trading policy and agree to comply with its terms.


 


 




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EXHIBIT A


 


ASSEMBLY BIOSCIENCES, INC.


 


EXERCISE NOTICE


	 	 
	Assembly Biosciences, Inc.	 
	 	 
	 	 
	Attention:  Secretary	 


 


1.          Exercise
of Option. Effective as of today, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_____________ shares of the Common Stock (the "Shares") of Assembly Biosciences, Inc. (the "Company") under
and pursuant to the Company's 2017 Inducement Award Plan (as amended from time to time, the "Plan") and the Notice of
Stock Option Grant dated __________, 20___ with its attached Stock Option Agreement (the "Option Agreement"). The purchase
price for the Shares shall be $__________ as required by the Option Agreement. Optionee herewith delivers to the Company the full
Exercise Price for the Shares.


 


2.          Representations
of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions. Optionee represents that Optionee is purchasing the Shares for Optionee's
own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Shares.


 


3.          Rights
as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the optioned Shares, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised.


 


4.          Tax
Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in
connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.


 


5.          Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option
Agreement and any Investment Representation statement executed and delivered to Company by Optionee shall constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and is governed by Delaware law except for that body of law pertaining to conflict of laws.


 




     

     


    

 


 


	Submitted by:	 	 Accepted by:
	 	 	 
	OPTIONEE:	 	Assembly Biosciences, Inc.
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	Address:	 	 	 Address: