EX-10.3



 Exhibit 10.3 

VIROBAY, INC. 

STOCK OPTION GRANT NOTICE 

(2006 EQUITY INCENTIVE PLAN) 

Virobay, Inc. (the “Company”), pursuant to its 2006 Equity Incentive Plan, as it may be amended from time to time (the
“Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the
Stock Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

					
	Optionholder:	  	  
	  	
	Date of Grant:	  	  
	  	
	Vesting Commencement Date:	  	  
	  	
	Number of Shares Subject to Option:	  	  
	  	
	Exercise Price (Per Share):	  	  
	  	
	Total Exercise Price:	  	  
	  	
	Expiration Date:	  	  
	  	

  

					
	Type of Grant:	  	 ̈ Incentive Stock Option1	  	 ̈ Nonstatutory Stock Option
			
	Exercise Schedule:	  	 ̈ Same as Vesting Schedule	  	 ̈ Early Exercise Permitted
		
	Vesting Schedule:	  	[1/4th of the Shares vest one year after the Vesting Commencement Date. 1/48th of the Shares vest monthly
thereafter over the next three years.]
		
	Payment:	  	By one or a combination of the following items (described in the Stock Option Agreement): By cash or check

 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to,
this Stock Option Grant Notice, the Stock Option Agreement and the Plan. The Exercise Price (Per Share) has been set at one hundred percent (100%) of the fair market value of the Common Stock on the Date of Grant based on what the Company
regards as good faith compliance with the applicable guidance issued by the Internal Revenue Service (“IRS”) under Section 409A of the Code (“Section 409A”) in order to avoid the Option being
treated as deferred compensation under Section 409A. However, the Company can give no assurance that the IRS will agree that the Exercise Price (Per Share) is at least one hundred percent (100%) of the fair market value of the common Stock
on the Date of Grant. Accordingly, by signing below, you agree and acknowledge that the Company and each of its officers, employees, directors and shareholders shall not be liable to you or any other person for any applicable taxes, interest,
penalties or other costs associated with the Option if the IRS were to determine that the Option constitutes deferred compensation under Section 409A. You should consult with your own tax advisor concerning the tax consequences of the Option as
deferred compensation under Section 409A. 
  

	1 	If this is an Incentive Stock Option, it (plus your other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any
excess over $100,000 is a Nonstatutory Stock Option. 








 Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Stock Option
Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) any
options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 
  

									
	OTHER AGREEMENTS:	 		 	  

		 		 		 	  

			
	VIROBAY, INC.	 		 	OPTIONHOLDER:
				
	By:	 	  
	 		 	  

		 	Signature	 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: Stock Option Agreement, Plan and Notice of Exercise 







 ATTACHMENT I 

STOCK OPTION AGREEMENT 







 ATTACHMENT II 

2006 EQUITY INCENTIVE PLAN 







 ATTACHMENT III 

NOTICE OF EXERCISE 







 VIROBAY, INC. 

2006 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement,
VIROBAY, INC. (the “Company”) has granted you an option under its 2006 EQUITY INCENTIVE PLAN (the “Plan”) to purchase the
number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same
definitions as in the Plan. 
 The details of your option are as follows: 

1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice,
provided that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF
SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to
time for Capitalization Adjustments. 
 3. EXERCISE PRIOR TO VESTING
(“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your
option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided,
however, that: 
 (a) a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the
earliest vesting installment of unvested shares of Common Stock; 
 (b) any shares of Common Stock so purchased from installments
that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; 

(c) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred; and 
 (d) if your option is an Incentive Stock Option, then, to the extent
that the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year
(under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock
Options. 







 4. METHOD OF PAYMENT. Payment of the exercise
price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the
following: 
 (a) In the Company’s sole discretion at the time your option is exercised and provided that at the time of
exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 

(b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal,
by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings (generally six (6) months) or that you did not acquire, directly or indirectly from
the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at
the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to
the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 

5. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock. 

6. SECURITIES LAW COMPLIANCE. 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 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. 
 7.
TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 

(a) three (3) months after the termination of your Continuous Service for any reason other than your Disability or death, provided
that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 6, 







 
your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your
Continuous Service; 
 (b) twelve (12) months after the termination of your Continuous Service due to your Disability; 

(c) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after
your Continuous Service terminates; 
 (d) the Expiration Date indicated in your Grant Notice; or 

(e) the day before the tenth (10th) anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option,
the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event
of your death or your permanent and total disability, as defined in Section 22(e) of the Code. (The definition of disability in Section 22(e) of the Code is different from the definition of the Disability under the Plan). The Company has
provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. 

8. EXERCISE. 

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require. 
 (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option,
(2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise. 

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of your option. 







 (d) By exercising your option you agree that you shall not sell, dispose of, transfer,
make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of time
specified by the managing underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Company filed under the Securities Act (the “Lock Up Period”); provided,
however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock Up Period. You further agree to execute and deliver such other agreements as may be reasonably
requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with
respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 8(d) and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. 
 9. TRANSFERABILITY. Your option is not transferable, except
by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your option. 
 10. RIGHT OF
FIRST REFUSAL. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company
elects to exercise its right; provided, however, that if your option is an Incentive Stock Option and the right of first refusal described in the Company’s bylaws in effect at the time the Company elects to exercise its right is more
beneficial to you than the right of first refusal described in the Company’s bylaws on the Date of Grant, then the right of first refusal described in the Company’s bylaws on the Date of Grant shall apply. The Company’s right of first
refusal shall expire on the Listing Date. For purposes of this Agreement, Listing Date shall mean the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or
on the National Market System of the Nasdaq Stock Market (or any successor to that entity). 
 11. RIGHT OF
REPURCHASE. To the extent provided in the Company’s bylaws in effect at such time the Company elects to exercise its right, the Company shall have the right to repurchase all or any part of the shares of Common Stock you
acquire pursuant to the exercise of your option. 
 12. OPTION NOT A SERVICE
CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of
the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you
might have as a Director or Consultant for the Company or an Affiliate. 







 13. WITHHOLDING OBLIGATIONS. 

(a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of
your option. 
 (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any
applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting). If the date of determination of any tax withholding
obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering
the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any
adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c) You
may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall
have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 

14. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 

15. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 







 NOTICE OF EXERCISE 

 

					
	Virobay, Inc.	 		 	
	1360 Willow Rd, Ste 100	 		 	
	Menlo Park, CA 94025	 	Notice of Exercise	 	  


 Ladies and Gentlemen: 

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. 

 

					
	 Type of option (check one):
	  	 ̈ Incentive	    	 ̈ Nonstatutory
			
	 Stock option dated:
	  	               	    	
			
	 Number of shares as to which option is exercised:
	  	               	    	
			
	 Certificates to be issued in name of:
	  	               	    	
			
	 Total exercise price:
	  	$            	    	
			
	 Cash payment delivered herewith:
	  	$            	    	
			
	Value of             shares of Virobay, Inc. Common Stock delivered herewith1:	  	$            	    	

 By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the
terms of the Virobay, Inc. 2006 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this
exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years
after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 

 

	1 	Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, must have been owned for the minimum period required in the
option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate. 


  
 1. 








 I am aware of the Company’s business affairs and financial condition and have
acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the shares of Common Stock of the Company listed above (the “Shares”). I hereby make the following certifications
and representations with respect to the Shares, which are being acquired by me for my own account upon exercise of the Option as set forth above: 

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling
said Shares, except as permitted under the Securities Act and any applicable state securities laws. I understand that (i) the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available and (ii) the Company has no obligation to register the Shares. 
 I further
acknowledge that I will not be able to resell the Shares for at least ninety days (90) after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144. 
 I
further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions
pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws. 
 I further agree that, if required by
the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell or otherwise transfer or dispose of any shares of
Common Stock or other securities of the Company during such period following the effective date of the registration statement of the Company filed under the Securities Act as may be requested by the Company or the representative of the underwriters.
I further agree that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. 

 

	
	Very truly yours,
	
	  




  
 2.