exhibit102






Exhibit 10.2  FORM OF   NON-QUALIFIED STOCK OPTION AGREEMENT   UNDER THE POINT BIOPHARMA GLOBAL INC.   2021 EQUITY INCENTIVE PLAN   (Non-Employee Directors)  Name of Optionee:    No. of Option Shares:     Option Exercise Price per Share:     Grant Date:     Expiration Date:     Pursuant to the POINT Biopharma Global Inc. 2021 Equity Incentive Plan as amended  through the date hereof (the “Plan”), POINT Biopharma Global Inc. (the “Company”) hereby  grants to the Optionee named above, who is a Non-Employee Director of the Company but is not  an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the  Expiration Date specified above all or part of the number of shares of Common Stock, par value  $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per  Share specified above subject to the terms and conditions set forth herein and in the Plan. This  Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal  Revenue Code of 1986, as amended.  1. Exercisability Schedule. No portion of this Stock Option may be exercised until  such portion shall have become exercisable. Except as set forth below, and subject to the discretion  of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule  hereunder, this Stock Option shall be exercisable in accordance with the following schedule so  long as the Optionee maintains a continuous Service Relationship with the Company or a  Subsidiary on such dates or event (in the case of a Sale Event):  • [__]% of the Option Shares shall become exercisable [  months after the Grant Date,  and  • [__]% of the Option Shares shall become exercisable each [year/quarter/month]  thereafter], and  • Notwithstanding the foregoing, 100% of the then-unvested Option Shares shall  become exercisable immediately prior to the consummation of a Sale Event (as  defined in the Plan)..  Once exercisable, this Stock Option shall continue to be exercisable at any time or times  prior to the close of business on the Expiration Date, subject to the provisions hereof and of the  Plan.  





 






2  2. Manner of Exercise.  (a) The Optionee may exercise this Stock Option only in the following manner:  from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give  written notice to the Administrator of his or her election to purchase some or all of the Option  Shares purchasable at the time of such notice. This notice shall specify the number of Option  Shares to be purchased.  Payment of the purchase price for the Option Shares may be made by one or more of the  following methods: (i) in cash, by certified or bank check or other instrument acceptable to the  Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that  have been purchased by the Optionee on the open market or that are beneficially owned by the  Optionee and are not then subject to any restrictions under any Company plan and that otherwise  satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee  delivering to the Company a properly executed exercise notice together with irrevocable  instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable  to the Company to pay the option purchase price, provided that in the event the Optionee chooses  to pay the option purchase price as so provided, the Optionee and the broker shall comply with  such procedures and enter into such agreements of indemnity and other agreements as the  Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise”  arrangement pursuant to which the Company will reduce the number of shares of Stock issuable  upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed  the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment  instruments will be received subject to collection.  The transfer to the Optionee on the records of the Company or of the transfer agent of the  Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full  purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other  requirements contained herein or in the Plan or in any other agreement or provision of laws, and  (iii) the receipt by the Company of any agreement, statement or other evidence that the Company  may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of  Stock Options under the Plan and any subsequent resale of the shares of Stock will be in  compliance with applicable laws and regulations. In the event the Optionee chooses to pay the  purchase price by previously-owned shares of Stock through the attestation method, the number  of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net  of the Shares attested to.  (b) The shares of Stock purchased upon exercise of this Stock Option shall be  transferred to the Optionee on the records of the Company or of the transfer agent upon compliance  to the satisfaction of the Administrator with all requirements under applicable laws or regulations  in connection with such transfer and with the requirements hereof and of the Plan. The  determination of the Administrator as to such compliance shall be final and binding on the  Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a  holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock  Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent  shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered  





 






3  as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full  voting, dividend and other ownership rights with respect to such shares of Stock.  (c) Notwithstanding any other provision hereof or of the Plan, no portion of this  Stock Option shall be exercisable after the Expiration Date hereof.   3. Termination of Service Relationship. If the Optionee’s Service Relationship  terminates, the period within which to exercise the Stock Option may be subject to earlier  termination as set forth below.  (a) Termination Due to Death. If the Optionee’s Service Relationship  terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such  date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s  legal representative or legatee for a period of 12 months from the date of death or until the  Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of  death shall terminate immediately and be of no further force or effect.  (b) Other Termination. If the Optionee’s Service Relationship terminates for  any reason other than the Optionee’s death, any portion of this Stock Option outstanding on such  date may be exercised, to the extent exercisable on the date of termination, for a period of three  (3) months from the date the Optionee’s Service Relationship terminates or until the Expiration  Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s  Service Relationship terminates shall terminate immediately and be of no further force or effect.  4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock  Option shall be subject to and governed by all the terms and conditions of the Plan, including the  powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this  Agreement shall have the meaning specified in the Plan, unless a different meaning is specified  herein.  5. Transferability. This Agreement is personal to the Optionee, is non-assignable and  is not transferable in any manner, by operation of law or otherwise, other than by will or the laws  of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only  by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.  [Please add for Canadian directors receiving options as they are considered employees  for Canadian tax purposes, so any Canadian directors that exercise/surrender non-qualified  stock options will be subject to Canadian withholdings 6. Tax Withholding. The Optionee shall,  not later than the date as of which the exercise of this Stock Option becomes a taxable event for  Federal income tax purposes, pay to the Company or make arrangements satisfactory to the  Administrator for payment of any Federal, state, provincial and local taxes required by law to be  withheld on account of such taxable event. The Company shall have the authority to cause the  required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from  shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair  Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to  sell from the number of shares of Stock to be issued to the Optionee, the number of shares of Stock  





 






4  necessary to satisfy the Federal, state, provincial and local taxes required by law to be withheld  from the Optionee on account of such transfer.  6. No Obligation to Continue Service. Neither the Plan nor this Stock Option confers  upon the Optionee any rights with respect to continuance as a Non-Employee Director or in any  other Service Relationship.  7. Integration. This Agreement constitutes the entire agreement between the parties  with respect to this Stock Option and supersedes all prior agreements and discussions between the  parties concerning such subject matter.  8. Data Privacy Consent. In order to administer the Plan and this Agreement and to  implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain  agents thereof (together, the “Relevant Companies”) may process any and all personal or  professional data, including but not limited to Social Security, social insurance or other  identification number, home address and telephone number, date of birth and other information  that is necessary or desirable for the administration of the Plan and/or this Agreement (the  “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the  Company to collect, process, register and transfer to the Relevant Companies all Relevant  Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant  Information; (iii) authorizes the Relevant Companies to store and transmit such information in  electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in  which the Relevant Companies consider appropriate. The Optionee shall have access to, and the  right to change, the Relevant Information. Relevant Information will only be used in accordance  with applicable law.  9. Notices. Notices hereunder shall be mailed or delivered to the Company at its  principal place of business and shall be mailed or delivered to the Optionee at the address on file  with the Company or, in either case, at such other address as one party may subsequently furnish  to the other party in writing.  POINT BIOPHARMA GLOBAL INC.  By:    Title:  The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed  to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s  instructions to the Optionee (including through an online acceptance process) is acceptable.  Dated:      Optionee’s Signature  Optionee’s name and address: