Exhibit 10.4.1


 


Option No.                


 


IRONWOOD PHARMACEUTICALS, INC.


 


Stock Option Grant Notice


Stock Option Grant under the Company’s


2010 Employee, Director and Consultant Equity Incentive Plan


 


	
  1.

  	
  Name
  and Address of Participant:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Date
  of Option Grant:

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Type
  of Grant:

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Maximum
  Number of Shares for which this Option is exercisable:

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Exercise
  (purchase) price per share:

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Option
  Expiration Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Vesting
  Start Date(1):

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Vesting
  Schedule: This Option shall become exercisable (and the Shares issued upon
  exercise shall be vested) as follows provided the Participant is an employee, director or Consultant of
  the Company or of an Affiliate on the applicable vesting date:

  



 


Insert Vesting Schedule - sample below


 




	
  On the first anniversary of the
  Vesting Start Date

  	
   

  	
  up to
                          
  Shares

  
	
   

  	
   

  	
   

  
	
  On the
  second anniversary of the Vesting Start Date

  	
   

  	
  an additional
                      
  Shares

  
	
   

  	
   

  	
   

  
	
  On the third anniversary of the
  Vesting Start Date

  	
   

  	
  an additional
                      
  Shares

  






 


The foregoing rights are
cumulative and are subject to the other terms and conditions of this Agreement
and the Plan.


 

















 


The
Company and the Participant acknowledge receipt of this Stock Option Grant Notice
and agree to the terms of the Stock Option Agreement attached hereto and
incorporated by reference herein, the Company’s 2010 Employee, Director and
Consultant Equity Incentive Plan and the terms of this Option Grant as set
forth above.


 


	
   

  	
  IRONWOOD
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  



 


 


2

















 


IRONWOOD PHARMACEUTICALS, INC.


 


STOCK
OPTION AGREEMENT - INCORPORATED TERMS AND CONDITIONS


 


AGREEMENT made as of the
date of grant set forth in the Stock Option Grant Notice between Ironwood
Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and the
individual whose name appears on the Stock Option Grant Notice (the “Participant”).


 


WHEREAS, the Company
desires to grant to the Participant an Option to purchase shares of its Series A
Common Stock, $0.001 par value per share (the “Shares”), under and for the
purposes set forth in the Company’s 2010 Employee, Director and Consultant
Equity Incentive Plan (the “Plan”);


 


WHEREAS, the Company and
the Participant understand and agree that any terms used and not defined herein
have the same meanings as in the Plan; and


 


WHEREAS, the Company and
the Participant each intend that the Option granted herein shall be of the type
set forth in the Stock Option Grant Notice.


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties hereto agree as follows:


 


1.            GRANT OF OPTION.


 


The Company hereby grants to the Participant the right
and option to purchase all or any part of an aggregate of the number of Shares
set forth in the Stock Option Grant Notice, on the terms and conditions and
subject to all the limitations set forth herein, under United States securities
and tax laws, and in the Plan, which is incorporated herein by reference. The
Participant acknowledges receipt of a copy of the Plan.


 


2.            EXERCISE PRICE.


 


The exercise price of the
Shares covered by the Option shall be the amount per Share set forth in the Stock
Option Grant Notice, subject to adjustment, as provided in the Plan, in the
event of a stock split, reverse stock split or other events affecting the
holders of Shares after the date hereof (the “Exercise Price”). Payment shall
be made in accordance with Paragraph 9  of the Plan.


 


3.            EXERCISABILITY OF OPTION.


 


Subject to the terms and
conditions set forth in this Agreement and the Plan, the Option granted hereby
shall become exercisable as set forth in the Stock Option Grant Notice and is
subject to the other terms and conditions of this Agreement and the Plan.


 

















 


4.                                       TERM OF OPTION.


 


This Option shall
terminate ten years from the date of this Agreement or, if this Option is
designated in the Stock Option Grant Notice as an ISO and the Participant owns as
of the date hereof more than 10% of the total combined voting power of all
classes of capital stock of the Company or an Affiliate, five years from the
date of this Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.


 


If the Participant ceases
to be an employee, director or Consultant of the Company or of an Affiliate for
any reason other than the death or Disability of the Participant, or
termination of the Participant for Cause, the Option
may be exercised, if it has not previously terminated, within three months
after the date the Participant ceases to provide service to the Company or an
Affiliate, or within the originally prescribed term of the Option, whichever is
earlier, but may not be exercised thereafter except as set forth below. In such
event, the Option shall be exercisable only to the extent that the Option has
become exercisable and is in effect at the date of such cessation of service.


 


If
this Option is
designated in the Stock Option Grant Notice as an ISO and the
Participant ceases to be an employee of the Company or of an Affiliate but
continues after termination of employment to provide service to the Company or
an Affiliate as a director or Consultant, this Option shall continue to vest in
accordance with Section 3 above as if this Option had not terminated until
the Participant is no longer providing services to the Company. In such case,
this Option shall automatically convert and be deemed a Non-Qualified Option as
of the date that is three months from termination of the Participant’s
employment and this Option shall continue on the same terms and conditions set
forth herein until such Participant is no longer providing service to the
Company or an Affiliate.


 


Notwithstanding the
foregoing, in the event of the Participant’s Disability or death within three
months after the termination of service, the Participant or the Participant’s
Survivors may exercise the Option within one year after the date of the
Participant’s termination of service, but in no event after the date of
expiration of the term of the Option.


 


In the event the
Participant’s service is terminated by the Company or an Affiliate for Cause,
the Participant’s right to exercise any unexercised portion of this Option
shall cease immediately as of the time the Participant is notified his or her
service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding
anything herein to the contrary, if subsequent to the Participant’s
termination, but prior to the exercise of the Option, the Administrator
determines that, either prior or subsequent to the Participant’s termination,
the Participant engaged in conduct which would constitute Cause, then the
Participant shall immediately cease to have any right to exercise the Option
and this Option shall thereupon terminate.


 


In the event of the
Disability of the Participant, as determined in accordance with the Plan, the
Option shall be exercisable within one year after the Participant’s termination
of service or, if earlier, within the term originally prescribed by the Option.
In such event, the


 


2

















 


Option shall be
exercisable to the extent that the Option has become exercisable but has not
been exercised as of the date of Disability.


 


In the event of the death
of the Participant while an employee, director or Consultant of the Company or
of an Affiliate, the Option shall be exercisable by the Participant’s Survivors
within one year after the date of death of the Participant or, if earlier,
within the originally prescribed term of the Option. In such event, the Option
shall be exercisable to the extent that the Option has become exercisable but
has not been exercised as of the date of death.


 


5.            METHOD OF EXERCISING OPTION.


 


Subject to the terms and
conditions of this Agreement, the Option may be exercised by written notice to
the Company or its designee, in substantially the form of Exhibit A
attached hereto (or in such other form acceptable to the Company, which may
include electronic notice). Such notice shall state the number of Shares with
respect to which the Option is being exercised and shall be signed by the
person exercising the Option (which signature may be provided electronically in
a form acceptable to the Company). Payment of the Exercise Price for such
Shares shall be made in accordance with Paragraph 9 of the Plan. The Company
shall deliver such Shares as soon as practicable after the notice shall be
received, provided, however, that the Company may delay issuance of such Shares
until completion of any action or obtaining of any consent, which the Company
deems necessary under any applicable law (including, without limitation, state
securities or “blue sky” laws). The Shares as to which the Option shall have
been so exercised shall be registered in the Company’s share register in the
name of the person so exercising the Option (or, if the Option shall be
exercised by the Participant and if the Participant shall so request in the
notice exercising the Option, shall be registered in the Company’s share
register in the name of the Participant and another person jointly, with right
of survivorship) and shall be delivered as provided above to or upon the
written order of the person exercising the Option. In the event the Option
shall be exercised, pursuant to Section 4 hereof, by any person other than
the Participant, such notice shall be accompanied by appropriate proof of the
right of such person to exercise the Option. All Shares that shall be purchased
upon the exercise of the Option as provided herein shall be fully paid and
nonassessable.


 


6.                                       PARTIAL EXERCISE.


 


Exercise of this Option
to the extent above stated may be made in part at any time and from time to
time within the above limits, except that no fractional share shall be issued
pursuant to this Option.


 


7.                                       NON-ASSIGNABILITY.


 


The Option shall not be
transferable by the Participant otherwise than by will or by the laws of
descent and distribution. If this Option is a Non-Qualified Option then it may
also be transferred pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder.
Except as provided above in this paragraph, the Option shall be exercisable,
during the Participant’s lifetime, only by the Participant (or, in the event of
legal incapacity or incompetency, by the Participant’s guardian


 


3

















 


or representative) and
shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or
similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Option or of any rights granted hereunder contrary to the
provisions of this Section 7, or the levy of any attachment or similar
process upon the Option shall be null and void.


 


8.                                       NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.


 


The Participant shall
have no rights as a stockholder with respect to Shares subject to this
Agreement until registration of the Shares in the Company’s share register in
the name of the Participant. Except as is expressly provided in the Plan with
respect to certain changes in the capitalization of the Company, no adjustment
shall be made for dividends or similar rights for which the record date is
prior to the date of such registration.


 


9.                                       ADJUSTMENTS.


 


The Plan contains
provisions covering the treatment of Options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to Options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.


 


10.                                 TAXES.


 


The Participant
acknowledges that any income or other taxes due from him or her with respect to
this Option or the Shares issuable pursuant to this Option shall be the
Participant’s responsibility. The Participant acknowledges and agrees that (i) the
Participant was free to use professional advisors of his or her choice in
connection with this Agreement, has received advice from his or her
professional advisors in connection with this Agreement, understands its
meaning and import, and is entering into this Agreement freely and without
coercion or duress; (ii) the Participant has not received and is not
relying upon any advice, representations or assurances made by or on behalf of
the Company or any Affiliate or any employee of or counsel to the Company or
any Affiliate regarding any tax or other effects or implications of the Option,
the Shares or other matters contemplated by this Agreement and (iii) neither
the Administrator, the Company, its Affiliates, nor any of its officers or
directors, shall be held liable for any applicable costs, taxes, or penalties
associated with the Option if, in fact, the Internal Revenue Service were to
determine that the Option constitutes deferred compensation under Section 409A
of the Code.


 


If this Option is
designated in the Stock Option Grant Notice as an ISO and there is a
Disqualifying Disposition (as defined in Section 15 below) or if the
Option is converted into a Non-Qualified Option and such Non-Qualified Option
is exercised, the Participant agrees that the Company may withhold from the
Participant’s remuneration, if any, the minimum statutory amount of federal,
state and local withholding taxes attributable to such amount that is
considered compensation includable in such person’s gross income. At the
Company’s discretion, the amount required to be withheld may be withheld in
cash from such remuneration,


 


4

















 


or in kind from the
Shares otherwise deliverable to the Participant on exercise of the Option. The
Participant further agrees that, if the Company does not withhold an amount
from the Participant’s remuneration sufficient to satisfy the Company’s income
tax withholding obligation, the Participant will reimburse the Company on
demand, in cash, for the amount under-withheld.


 


11.                                 PURCHASE FOR INVESTMENT.


 


Unless the offering and
sale of the Shares to be issued upon the particular exercise of the Option
shall have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended (the “1933 Act”), the Company shall be under no
obligation to issue the Shares covered by such exercise unless the Company has
determined that such exercise and issuance would be exempt from the
registration requirements of the 1933 Act and until the following conditions
have been fulfilled:


 


(a)                                  The person(s) who exercise the
Option shall warrant to the Company, at the time of such exercise, that such
person(s) are acquiring such Shares for their own respective accounts, for
investment, and not with a view to, or for sale in connection with, the
distribution of any such Shares, in which event the person(s) acquiring
such Shares shall be bound by the provisions of the following legend which
shall be endorsed upon any certificate(s) evidencing the Shares issued
pursuant to such exercise:


 


“The shares represented
by this certificate have been taken for investment and they may not be sold or
otherwise transferred by any person, including a pledgee, unless (1) either
(a) a Registration Statement with respect to such shares shall be effective
under the Securities Act of 1933, as amended, or (b) the Company shall
have received an opinion of counsel satisfactory to it that an exemption from
registration under such Act is then available, and (2) there shall have
been compliance with all applicable state securities laws;” and


 


(b)           If the Company so requires, the
Company shall have received an opinion of its counsel that the Shares may be
issued upon such particular exercise in compliance with the 1933 Act without
registration thereunder. Without limiting the generality of the foregoing, the
Company may delay issuance of the Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or “blue sky”
laws).


 


12.                                 RESTRICTIONS ON TRANSFER OF SHARES.


 


12.1         The Participant agrees that
in the event the Company proposes to offer for sale to the public any of its
equity securities and such Participant is requested by the Company and any
underwriter engaged by the Company in connection with such offering to sign an
agreement restricting the sale or other transfer of Shares, then it will
promptly sign such agreement and will


 


5

















 


not
transfer, whether in privately negotiated transactions or to the public in open
market transactions or otherwise, any Shares or other securities of the Company
held by him or her during such period as is determined by the Company and the
underwriters, not to exceed 180 days following the closing of the offering,
plus such additional period of time as may be required to comply with
Marketplace Rule 2711 of the National Association of Securities Dealers, Inc.
or similar rules thereto (such period, the “Lock-Up Period”). Such agreement
shall be in writing and in form and substance reasonably satisfactory to the
Company and such underwriter and pursuant to customary and prevailing terms and
conditions. Notwithstanding whether the Participant has signed such an
agreement, the Company may impose stop-transfer instructions with respect to
the Shares or other securities of the Company subject to the foregoing
restrictions until the end of the Lock-Up Period.


 


12.2         The Participant acknowledges and agrees
that neither the Company, its shareholders nor its directors and officers, has
any duty or obligation to disclose to the Participant any material information
regarding the business of the Company or affecting the value of the Shares
before, at the time of, or following a termination of the service of the
Participant by the Company, including, without limitation, any information
concerning plans for the Company to make a public offering of its securities or
to be acquired by or merged with or into another firm or entity.


 


13.                                 NO OBLIGATION TO MAINTAIN RELATIONSHIP.


 


The Company is not by the
Plan or this Option obligated to continue the Participant as an employee,
director or Consultant of the Company or an Affiliate. The Participant
acknowledges: (i) that the Plan is discretionary in nature and may be
suspended or terminated by the Company at any time; (ii) that the grant of
the Option is a one-time benefit which does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options; (iii) that
all determinations with respect to any such future grants, including, but not
limited to, the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times when each
option shall be exercisable, will be at the sole discretion of the Company; (iv) that
the Participant’s participation in the Plan is voluntary; (v) that the
value of the Option is an extraordinary item of compensation which is outside
the scope of the Participant’s employment or consulting contract, if any; and (vi) that
the Option is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.


 


6

















 


14.                                 IF OPTION IS INTENDED TO BE AN ISO.


 


If this Option is
designated in the Stock Option Grant Notice as an ISO so that the Participant
(or the Participant’s Survivors) may qualify for the favorable tax treatment
provided to holders of Options that meet the standards of Section 422 of
the Code then any provision of this Agreement or the Plan which conflicts with
the Code so that this Option would not be deemed an ISO is null and void and
any ambiguities shall be resolved so that the Option qualifies as an ISO. The
Participant should consult with the Participant’s own tax advisors regarding
the tax effects of the Option and the requirements necessary to obtain
favorable tax treatment under Section 422 of the Code, including, but not
limited to, holding period requirements.


 


Notwithstanding
the foregoing, to the extent that the Option is designated in the Stock Option Grant Notice as an
ISO and is not deemed to be an ISO pursuant to Section 422(d) of
the Code because the aggregate fair market value (determined as of the date
hereof) of any of the Shares with respect to which this ISO is granted becomes
exercisable for the first time during any calendar year in excess of $100,000,
the portion of the Option representing such excess value shall be treated as a
Non-Qualified Option and the Participant shall be deemed to have taxable income
measured by the difference between the then fair market value of the Shares
received upon exercise and the price paid for such Shares pursuant to this
Agreement.


 


Neither
the Company nor any Affiliate shall have any liability to the Participant, or
any other party, if the Option (or any part thereof) that is intended to be an
ISO is not an ISO or for any action taken by the Administrator, including
without limitation the conversion of an ISO to a Non-Qualified Option.


 


15.                                 NOTICE TO COMPANY OF DISQUALIFYING
DISPOSITION OF AN ISO.


 


If this Option is
designated in the Stock Option Grant Notice as an ISO then the Participant
agrees to notify the Company in writing immediately after the Participant makes
a Disqualifying Disposition of any of the Shares acquired pursuant to the
exercise of the ISO. A Disqualifying Disposition is defined in Section 424(c) of
the Code and includes any disposition (including any sale) of such Shares
before the later of (a) two years after the date the Participant was
granted the ISO or (b) one year after the date the Participant acquired
Shares by exercising the ISO, except as otherwise provided in Section 424(c) of
the Code. If the Participant has died before the Shares are sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.


 


16.                                 NOTICES.


 


Any notices required or
permitted by the terms of this Agreement or the Plan shall be given by
recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:


 


If
to the Company:


 


Ironwood
Pharmaceuticals, Inc.


 


7

















 


320 Bent Street


Cambridge,
MA 02141


Attention:
General Counsel


 


If to the Participant at
the address set forth on the Stock Option Grant Notice


 


or to such other address
or addresses of which notice in the same manner has previously been given. Any
such notice shall be deemed to have been given upon the earlier of receipt, one
business day following delivery to a recognized courier service or three
business days following mailing by registered or certified mail.


 


17.                                 GOVERNING LAW.


 


This Agreement shall be
construed and enforced in accordance with the law of the State of Delaware,
without giving effect to the conflict of law principles thereof. For the
purpose of litigating any dispute that arises under this Agreement, the parties
hereby consent to exclusive jurisdiction in Massachusetts and agree that such
litigation shall be conducted in the state courts of Middlesex County,
Massachusetts or the federal courts of the United States for the District of
Massachusetts.


 


18.                                 BENEFIT OF AGREEMENT.


 


Subject to the provisions
of the Plan and the other provisions hereof, this Agreement shall be for the
benefit of and shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.


 


19.                                 ENTIRE AGREEMENT.


 


This Agreement, together
with the Plan, embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement
not expressly set forth in this Agreement shall affect or be used to interpret,
change or restrict, the express terms and provisions of this Agreement,
provided, however, in any event, this Agreement shall be subject to and
governed by the Plan.


 


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20.                                 MODIFICATIONS AND AMENDMENTS.


 


The terms and provisions
of this Agreement may be modified or amended as provided in the Plan.


 


21.                                 WAIVERS AND CONSENTS.


 


Except as provided in the
Plan, the terms and provisions of this Agreement may be waived, or consent for
the departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect to
any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and for
the purpose for which it was given, and shall not constitute a continuing
waiver or consent.


 


22.           DATA PRIVACY.


 


By entering into this
Agreement, the Participant: (i) authorizes the Company and each Affiliate,
and any agent of the Company or any Affiliate administering the Plan or
providing Plan recordkeeping services, to disclose to the Company or any of its
Affiliates such information and data as the Company or any such Affiliate shall
request in order to facilitate the grant of options and the administration of
the Plan; (ii) waives any data privacy rights he or she may have with
respect to such information; and (iii) authorizes the Company and each
Affiliate to store and transmit such information in electronic form.


 


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INTENTIONALLY LEFT BLANK]


 


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Exhibit A


 


NOTICE OF EXERCISE
OF STOCK OPTION


 


[Form for Shares registered
in the United States]


 


To:          Ironwood Pharmaceuticals, Inc.


 


IMPORTANT NOTICE: This
form of Notice of Exercise may only be used at such time as the Company has
filed a Registration Statement with the Securities and Exchange Commission
under which the issuance of the Shares for which this exercise is being made is
registered and such Registration Statement remains effective.


 


Ladies and Gentlemen:


 


I hereby exercise my
Stock Option to purchase
                  
shares (the “Shares”) of the Series A Common Stock, $0.001 par value, of
Ironwood Pharmaceuticals, Inc. (the “Company”), at the exercise price of
$                
per share, pursuant to and subject to the terms of that Stock Option Grant
Notice dated
                              ,
20    .


 


I understand the nature
of the investment I am making and the financial risks thereof. I am aware that
it is my responsibility to have consulted with competent tax and legal advisors
about the relevant national, state and local income tax and securities laws
affecting the exercise of the Option and the purchase and subsequent sale of
the Shares.


 


I am paying the option
exercise price for the Shares as follows:


 


 


	
   

  	
   

  	
   

  



 


Please issue the Shares
(check one):


 


o
to me; or


 


o
to me and
                                                        ,
as joint tenants with right of survivorship,


 


at the following address:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


A-1

















 


My mailing address for
shareholder communications, if different from the address listed above, is:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant (signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  

  



 


A-2