pirs_exhibit-78e






                                                                                                                                             Option No.________                                                                 PIERIS PHARMACEUTICALS, INC.                                                                      Stock Option Grant Notice                        Stock Option Grant under the Company’s               2019 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:                 ____________________________________    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]                                                    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 2019 Employee, Director and Consultant Equity Incentive Plan and the terms of  this Option Grant as set forth above.                                                    PIERIS PHARMACEUTICALS, INC.                                              By:                                                                                  Name:                                                                           Title:                                  





 






                                                             Participant   2  





 






                       PIERIS 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 by   and between Pieris Pharmaceuticals, Inc. (the “Company”), a Nevada 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 common stock, $0.001 par value per share (the “Shares”), under and for the purposes set  forth in the Company’s 2019 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 10   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 vested and 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 on the Option Expiration Date as specified in the Stock   Option Grant Notice and, 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, such date may not be more than 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 “Termination Date”), the Option to the extent then vested and   exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated   in accordance with this Agreement, may be exercised within three months after the Termination   Date, or on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice,   whichever is earlier, but may not be exercised thereafter except as set forth below.  In such event,  the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on  the Termination Date.                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 Date, the Participant or the Participant’s Survivors may  exercise the Option within one year after the Termination Date, but in no event after the Option  Expiration Date as specified in the Stock Option Grant Notice.                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 even if vested  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                                           2  





 






 service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified in the   Stock Option Grant Notice.  In such event, the Option shall be exercisable:                  (a)   to the extent that the Option has become exercisable but has not been                     exercised as of the date of the Participant’s termination of service due to                     Disability; and                  (b)   in the event rights to exercise the Option accrue periodically, to the extent                     of a pro rata portion through the date of the Participant’s termination of                     service due to Disability of any additional vesting rights that would have                     accrued on the next vesting date had the Participant not become Disabled.                      The proration shall be based upon the number of days accrued in the current                     vesting period prior to the date of the Participant’s termination of service                     due to 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, on or prior to the   Option Expiration Date as specified in the Stock Option Grant Notice.  In such event, the Option   shall be exercisable:                  (x)   to the extent that the Option has become exercisable but has not been                     exercised as of the date of death; and                  (y)   in the event rights to exercise the Option accrue periodically, to the extent                     of a pro rata portion through the date of death of any additional vesting                     rights that would have accrued on the next vesting date had the Participant                     not died.  The proration shall be based upon the number of days accrued in                     the current vesting period prior to the Participant’s 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 10 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                                           3  





 






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 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                                          4  





 






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 a Non-Qualified  Option or if the Option is an ISO and 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, 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, 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 Securities 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                                          5  





 






                   (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 Securities 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   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 FINRA rules 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   stockholders 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 Participant acknowledges that: (i) 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; (ii) the Plan is discretionary in nature and may be suspended or   terminated by the Company at any time; (iii) 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; (iv) 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                                           6  





 






 price, and the time or times when each option shall be exercisable, will be at the sole discretion of   the Company; (v) the Participant’s participation in the Plan is voluntary; (vi) 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 (vii) 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.            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 of Option Grant)   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.                                              7  





 






      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:                 Pieris Pharmaceuticals, Inc.              255 State Street, 9th Floor             Boston, MA 02109             United States    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 governed by and construed in accordance with the laws of  Nevada, 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 Nevada and agree that such litigation shall be conducted in the state courts of Nevada or the  federal courts of the United States for the District of Nevada.          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.                                          8  





 






      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; and (ii) authorizes the Company and each Affiliate to store and  transmit such information in electronic form for the purposes set forth in this Agreement.                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                          9  





 






                                                                        Exhibit A                                                                                                       NOTICE OF EXERCISE OF STOCK OPTION                                                             [Form for Shares registered in the United States]    To:   Pieris 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  common stock, $0.001 par value, of Pieris 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 _______________, 201_.          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):                   to me; or              to me and ____________________________, as joint tenants with right of                    survivorship,          at the following address:                                                                     Exhibit A-1  





 






      My mailing address for stockholder communications, if different from the address listed  above, is:                                                                       Very truly yours,                                          __________________________________________                                            Participant (signature)                                          __________________________________________                                            Print Name                                          __________________________________________                                            Date                                                                               Exhibit A-2  90269967v.2