EX-10.5



 Exhibit 10.5 

TRANSLATE BIO, INC. 

INCENTIVE STOCK OPTION AGREEMENT 

GRANTED UNDER 2016 STOCK INCENTIVE PLAN 

1. Grant of Option. 
 This Incentive Stock
Option Agreement (the “Agreement”) evidences the grant by Translate Bio, Inc., a Delaware corporation (the “Company”), on [            
    , 20    ] (the “Grant Date”) to [                    ], an employee 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 2016 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 $[                ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[                     , 20    ] [date is ten years minus one day from grant date] (the “Final Exercise
Date”). 
 It is intended that the option evidenced by this Agreement shall 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. 

[                       
                                         
                                         
   ]. 
 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. 
 Notwithstanding the foregoing, if, within twelve (12) months following a Change in Control (as defined below), the
Participant’s employment is terminated (i) by the Company without Cause (as defined below) or (ii) by the Participant for Good Reason (as defined below), then the vesting schedule of the Shares shall be accelerated in full such that
all then unvested Shares shall immediately vest in full on the date of such termination. 
 For purposes of this Agreement,
“Cause” shall mean any of the following: (i) dishonesty, embezzlement, misappropriation of assets or property of the Company; (ii) gross negligence, willful misconduct, theft, fraud or breach of fiduciary duty to the
Company; (iii) violation of federal or state securities laws; (iv) the Participant’s material breach of any written agreement between the Participant and the Company; (v) the conviction of a felony, or any crime involving moral
turpitude, including a plea of guilty or nolo contendre; or (vi) continued nonperformance of the Participant’s responsibilities, provided that the Company’s Board of Directors has provided the Participant with notice of
such nonperformance and the Participant has been provided with a reasonable opportunity to cure not to exceed thirty (30) days. 







 For purposes of this Agreement, “Change in Control” shall mean any:
(i) merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues equity securities pursuant to such merger or consolidation, except any such merger or
consolidation involving the Company or a subsidiary in which the equity ownership of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity securities that
represent, immediately following such merger or consolidation, at least a majority, by both voting power and equity ownership, of (a) the surviving or resulting entity, or (b) if the surviving or resulting entity is a wholly owned
subsidiary of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity (provided that all capital stock issuable upon exercise of options outstanding immediately prior to such
merger or consolidation or upon conversion of convertible securities outstanding prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in
such merger or consolidation on the same terms as the actual outstanding capital stock are converted or exchanged); (ii) sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the
Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if
substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the
Company; (iii) any transfer of the Company’s equity securities, or securities exchangeable for or convertible into the Company’s equity securities, if, immediately following the transfer, any one or more persons (other than the
Company’s equity holders as of immediately prior to the transfer) own a majority of the equity ownership or otherwise control a majority of the voting power of the Company; or (iv) any transfer of a subsidiary of the Company’s equity
securities, or securities exchangeable for or convertible into equity securities of such subsidiary, if, immediately following the transfer, any one or more persons (other than the Company’s equity holders as of immediately prior to the
transfer) own a majority of the equity ownership or otherwise control a majority of the voting power of such subsidiary. 
 For purposes of
this Agreement, “Good Reason” shall mean that the Participant has complied with the Good Reason Process (as defined below) following the occurrence of any of the following actions undertaken by the Company without the
Participant’s express prior written consent: (i) the material diminution in the Participant’s responsibilities, authority and function; (ii) a material reduction in the Participant’s base salary; provided,
however, that Good Reason shall not be deemed to have occurred in the event of a reduction in the Participant’s base salary that is pursuant to a salary reduction program affecting substantially all of the senior level employees of the
Company and that does not adversely affect the Participant to a greater extent than other similarly situated employees; (iii) a material breach of any written agreement between the Participant and the Company; or (iv) a change in the
geographic location at which the Participant must regularly report to work and perform services to a location that is more than fifty (50) miles from Cambridge, Massachusetts, except for required travel on the Company’s business.
“Good Reason Process” means that (i) the Participant has reasonably determined in good faith that a Good Reason condition has occurred; (ii) the Participant has notified the Company in writing of the first occurrence of
the Good Reason condition within sixty (60) days 

  
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of the first occurrence of such condition; (iii) the Participant has cooperated in good faith with the Company’s efforts, for a period not less than thirty (30) days following such
notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Participant terminates the Participant’s employment within sixty
(60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. 

3. Exercise of Option. 
 (a) Form of
Exercise. Each election to exercise this option shall be accompanied by a completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A, 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 or
for fewer than ten whole shares. 
 (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
parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (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 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 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. If, prior to the Final Exercise Date, the Participant is given notice by the Company
of the termination of his or her employment by the Company for Cause, and the effective date of 

  
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such employment termination is subsequent to the date of 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 shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment (in which
case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance agreement with the Company that
contains a definition of “cause” for termination of employment, “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 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. 

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. 
 (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 

  
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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 
 (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). 

  
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 (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 NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) 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. Tax Matters. 

(a) 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. 

(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the
Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 

  
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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. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written. The Participant hereby accepts the foregoing option and agrees to the terms and conditions thereof. The Participant hereby acknowledges receipt of a copy of the Company’s 2016 Stock Incentive Plan. 

 

			
	COMPANY:
	
	TRANSLATE BIO, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	PARTICIPANT:
		
	By:	 	  

		 	[Name]
	
	Address:
[                                         
                       ]
		 	        [                             
                                   ]
	
	SPOUSAL CONSENT:
		
	By:	 	  

		 	Name:
	
	Address:
[                                         
                       ]
		 	        [                             
                                   ]


 SIGNATURE PAGE TO INCENTIVE STOCK OPTION AGREEMENT 







 EXHIBIT A 

NOTICE OF STOCK OPTION EXERCISE 

[DATE] 
 Translate Bio, Inc. 

200 Sidney Street 
 Suite 310 

Cambridge, MA 02139 
 Attention: Treasurer 

Dear Sir or Madam: 
 I am the holder of an
Incentive Stock Option granted to me under the Translate Bio, Inc. (the “Company”) 2016 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:
                                         
            

                       
                                         
     
 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 one year 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,

	
	  

[Name]



  
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