EX-10.5



 Exhibit 10.5 

OCULAR THERAPEUTIX, INC. 

INCENTIVE STOCK OPTION AGREEMENT 

Ocular Therapeutix, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2014 Stock Incentive Plan.
The terms and conditions attached hereto are also a part hereof. 
 Notice of Grant 

 

			
	 Name of optionee (the “Participant”):
	  	
		
	 Date of this option grant:
	  	
		
	 Number of shares of the Company’s Common Stock subject to this option (“Shares”):
	  	
		
	 Option exercise price per Share:
	  	
		
	 Number, if any, of Shares that vest immediately on the grant date:
	  	
		
	 Shares that are subject to vesting schedule:
	  	
		
	 Vesting Start Date:
	  	
		
	 Final Exercise Date:
	  	

 Vesting Schedule: 
  

	
	 All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein.


 This option satisfies in full all commitments that the Company has to the Participant with respect to the
issuance of stock, stock options or other equity securities. 
  

							
	 	 	 	 	OCULAR THERAPEUTIX, INC.
				
	  
 Signature of Participant
	 		 		 	
	 	 		 	By:	 	 
	Street Address	 		 		 	 Name of Officer
 Title:

	City/State/Zip Code	 		 		 	








 OCULAR THERAPEUTIX, INC. 

Incentive Stock Option Agreement 

Incorporated Terms and Conditions 
 1.
Grant of Option. 
 This agreement evidences the grant by the Company, on the grant date (the “Grant Date”) set forth
in the Notice of Grant that forms part of this agreement (the “Notice of Grant”), to the Participant of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2014 Stock Incentive Plan
(the “Plan”), the number of Shares set forth in the Notice of Grant of common stock, $0.0001 par value per share, of the Company (“Common Stock”), at the exercise price per Share set forth in the Notice of Grant.
Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Final Exercise Date set forth in the Notice of Grant (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”) to the maximum extent permitted by law. 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. 

This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant. 

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. 

3. Exercise of Option. 
 (a) Form of
Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant, and received by the Company at its principal office, accompanied by this
agreement, or in such other form (which may be electronic) as is approved by the Company, together with 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. 
 (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, director or officer of, or consultant
or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). 

  
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 (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 180 days 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. “Cause” shall have the meaning set forth in any employment or other agreement between
the Participant and the Company or, in the absence of such an agreement, shall mean, in the good faith determination of the Company, the Participant has: (i) committed gross negligence or willful malfeasance in the performance of the
Participant’s work or duties; (ii) committed a breach of fiduciary duty or a breach of any non-competition, non-solicitation or confidentiality obligations to the Company; (iii) failed to follow the proper directions of the
Participant’s direct or indirect supervisor after written notice of such failure; (iv) been convicted of, or pleaded “guilty” or “no contest” to, any misdemeanor relating to the affairs of the Company or any felony;
(v) disregarded the material rules or material policies of the Company which has not been cured within 15 days after notice thereof from the Company; or (vi) engaged in intentional acts that have generated material adverse publicity toward
or about the Company. 
 4. 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. 

  
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 (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. 

5. Transfer Restrictions. 
 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. 
 6. 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. 

  
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 ANNEX A 

OCULAR THERAPEUTIX, INC. 
 Stock
Option Exercise Notice 
 Ocular Therapeutix, Inc. 
 36
Crosby Drive, Suite 101 
 Bedford, MA 01730 
 Dear Sir or
Madam: 
 I,
                                 (the “Participant”), hereby
irrevocably exercise the right to purchase                          shares of the Common Stock, $.0001 par value per share
(the “Shares”), of Ocular Therapeutix, Inc. (the “Company”) at $         per share pursuant to the Company’s 2014 Stock Incentive Plan and a stock option agreement
with the Company dated                              (the “Option Agreement”).
Enclosed herewith is a payment of $            , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or,
if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship. 
  

			
	Dated:	 	 
		
		 	
	 Signature

Print Name:


  

			
	Address:	 	
		
		 	
	 
	
	 

 Name and address of persons in whose name the Shares are to be jointly registered (if applicable): 

 

			
	 


  
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