EX-10.13





 Exhibit 10.13 

 
 



 
 VALNEVA SE 

Terms and Conditions of the Employee Stock Option Plan 2015 

 

 1. Preamble 
  

	1.1	 The goal of the 2015 Employee Stock Option Plan, governed by these Terms and Conditions (hereinafter
“ESOP 2015”), is to promote the interests of VALNEVA SE (hereinafter “VALNEVA” or “Company”) by offering an incentive to the Beneficiary Employees (as defined below) to acquire shares in VALNEVA.
Consequently, this should motivate the employees and at the same time let them participate in the increase in value of VALNEVA. “Beneficiary Employees” shall mean all employees of VALNEVA and its subsidiaries “Valneva Austria
GmbH” and “Valneva Scotland Ltd” (hereinafter collectively referred as to the “Group”), excepting the Executive Committee members. 



 

	1.2	 The stock options are being granted by way of a voluntary and single plan and do not give rise to a legal right
for a subsequent or similar plan. For the avoidance of doubt, this ESOP 2015 shall not replace any employee stock option plan that is still current and effective for Beneficiary Employees. 



2. Description of the options 
  

	2.1	 All Beneficiary Employees who have been granted stock options by the Management Board shall be entitled to
convert each single option into a single ordinary share of VALNEVA stock, subject to the payment of the strike price and the Terms and Conditions set forth herein. The right to exercise the options is limited by the terms below and may only be
exercised during the designated Time Frames (as defined hereinafter). 


  

	2.2	 To convert the options, new ordinary shares may be issued by the Company from an increase of the nominal share
capital pursuant to French law. 


 3. Granting of options and strike price 

 

	3.1	 The options shall be granted solely by the Management Board by way of a grant letter issued individually to
each Beneficiary Employee. 


  

	3.2	 Each individual option shall give its beneficiary the right of conversion into one common VALNEVA share. The
number of options granted to an individual Beneficiary Employee is determined by the Management Board. 


  

	3.3	 The strike price is specified by the Management Board in the grant letter at the time of granting the options.
The strike price shall be the amount that the Beneficiary Employee is required to pay to exercise the options pursuant to Section 5.1. 


  

	3.4	 The granting of the options to the Beneficiary Employees shall be free of charge, subject to all applicable
taxes and duties, if any. 


  

	3.5	 The strike price of options under Valneva ESOP 2015 shall be equal to 100% of the average closing share price
of VALNEVA shares on the twenty stock exchange trading days on Euronext Paris preceding the date the options are granted. In exceptional cases, French law may require the Management Board to adjust the strike price. 



4. Time for the exercise of options 
  

	4.1	 The exercise of the options may be declared within a time period specified for this purpose. The time for the
exercise of options (hereinafter the “Time Frame”) shall be a period of up to two weeks announced by the Management Board of







	 	
VALNEVA. There will be up to two exercise Time Frames per calendar year, one of which will begin on the day after the annual ordinary shareholders’ meeting, unless a Lock-Up Period, as defined in Section 7.1 below, necessitates a later start of such Time Frame. 

  

	4.2	 50 percent of the options granted to the Beneficiary Employees may be first exercised 24 months from the
date the options were granted by the Management Board of VALNEVA (the “Grant Date”). The remaining 50 percent may be first exercised 48 months from the Grant Date. The exercise of options may only be declared within a Time
Frame pursuant to Section 4.1. 


  

	4.3	 The Company reserves the right to break or to suspend a Time Frame in accordance with applicable laws and
regulations. 


  

	4.4	 Subject to Section 8 below, options which have become exercisable in a Time Frame but are not exercised
during the Time Frame can be exercised during the subsequent Time Frame. The exercise may not be declared after the tenth anniversary of the Grant Date. 


  

	4.5	 In the event that the exercise of options is declared at a time when there is no right to exercise the option,
the exercise of the option must be declared again during the subsequent Time Frame if the exercise is desired at this point in time. 


  

	4.6	 In case of a change of control by way of taking over more than 50 percent of the outstanding voting rights
of the Company (be it through an acquisition, merger or transfer of essentially all of the assets of the Company) by a single party or two or more parties acting in concert, all outstanding options become exercisable with the effectiveness of the
take over and an exercise Time Frame shall begin immediately thereafter. However, the Company shall have the right to a cash settlement, provided that the same value per share paid in the take over transaction is applied for calculating the cash
compensation amount. 


 5. Declaration of exercise of the options 

 

	5.1	 The exercise of the options shall be declared with an exercise letter addressed to the Company. The exercise of
the options shall be considered to be in time if the exercise letter is received by the Company or its designated agent, in electronic form (pdf.) or as an original, at the earliest on the first day of the Time Frame and at the latest at 6 p.m.
Paris time on the last day of the Time Frame. The exercise letter must be completed and signed by the Beneficiary Employee. 


  

	5.2	 The options may only be exercised by Beneficiary Employees whose employment with a VALNEVA Group company has
not terminated at the first day of the Time Frame. This does not apply with respect to options which were not exercised but were exercisable during a previous Time Frame as long as the options are exercised during the first Time Frame following the
termination of employment. 


 6. Payment and receipt of the shares 

 

	6.1	 The strike price must be paid in full by the Beneficiary Employee by the last day of the respective Time Frame
to the Company into an account designated by the Company. 


  

	6.2	 By paying the full strike price, the Beneficiary Employee shall become the beneficial owner of the shares at
the last day of the respective Time Frame, notwithstanding that the shares may be held for the Beneficiary Employee by a custodian as described in Section 6.3.




 


	


			
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	6.3	 Provided that all applicable taxes and duties have been paid, the Beneficiary Employee shall receive the shares
in the Company within twenty stock exchange trading days following the end of the respective Time Frame. 


  

	6.4	 Notwithstanding Sections 6.1 and 6.2 above, and subject to Section 7.1, the Company may, in its sole
discretion and on condition that the management of the ESOP 2015 plan has been contracted out with a provider (the “Plan Manager”), allow the Beneficiary Employee to exercise the options and sell the resulting shares immediately,
without making an initial payment for the strike price, provided that (i) the Plan Manager shall deduct the strike price and any applicable costs, fees and withholding taxes from the selling price, and (ii) if the selling price falls short
of the strike price and such costs, fees and taxes, the Beneficiary Employee shall pay for the difference. 


 7.
Disposal of shares, income tax 
  

	7.1	 The Beneficiary Employee may freely dispose of the shares received upon exercise of the options. This shall not
apply during a period of trading restriction announced by the Company (hereinafter “Lock-up Period”), which may be announced unilaterally by the Company as a result of the rules of the then
current Company policy for handling of insider information and stock trading by employees and directors (hereinafter the “Compliance Code”). During the Lock-up Period, neither shall the shares
be sellable nor may the Beneficiary Employee dispose of the shares in any other way, and in particular not by means of collateralization or derivative transactions (e.g. options, futures). 



 

	7.2	 All taxes and fees relating to the exercise of the options or the sale of the shares, in particular (but not
only) income tax and social security contribution, shall be borne by the Beneficiary Employee. In the event that the Company is required to withhold and submit the taxes and duties owed by the Beneficiary Employee to the tax authorities, the
Beneficiary Employee must transfer the money pursuant to Section 6.3 to the Company prior to the transfer of the shares to a safe-deposit facility with a credit institution designated by the Beneficiary Employee. 



8. Period of option; lapse 
  

	8.1	 The options may be exercised until the tenth anniversary of the Grant Date. Options not exercised by this time
will lapse without compensation. 


  

	8.2	 In the event that insolvency proceedings are initiated with respect to the Company or the Company becomes
insolvent, the options shall lapse without compensation. 


  

	8.3	 Upon termination of employment with the Group the options of the leaving Beneficiary Employee shall lapse
without compensation. This does not apply with respect to options which were not exercised but were exercisable during a previous Time Frame provided that the options are exercised during the first Time Frame following the termination of employment.



 In case of a Beneficiary Employee’s death, all granted options not exercisable prior to the date of death shall
lapse without compensation. Exercisable options may be exercised pursuant to Section 9.2. 
  

	8.4	 In the event of lapse or expiration of options, it shall not be necessary for the Company to inform the
Beneficiary Employee or to take any other action. The Beneficiary Employee shall have no right to any sort of compensation in the event of lapse or expiration of options.





 9. Unassignability of options 

 

	9.1	 The options granted under the ESOP 2015 to Beneficiary Employees shall not be transferable, negotiable, or
eligible as collateral except through transfer by death (i.e. disposition by will or law). 


  

	9.2	 Options may only be exercised personally by the Beneficiary Employee during his or her lifetime or by his or
her legal representative. During the six months immediately following the date of death of a Beneficiary Employee, only his or her heir or the legal representative of the heir, in each case as identified by corresponding documentation submitted to
the Company, may declare the exercise of all options not yet exercised, and the options shall be exercised during the Time Frame concurrent with the declaration or, if there is no Time Frame at the time the exercise is declared, during the Time
Frame directly subsequent to the declaration. Only after exercising the option, the shares so received may be assigned, subject to the Terms and Conditions of the ESOP 2015 and to potentially additionally applicable legal provisions.



 10. Shareholder’s rights 
  

	10.1	 Until the day on which the Company awards the shares, the Beneficiary Employee shall not have any
shareholder’s rights, in particular no rights to receive dividends. Following the award of the shares pursuant to the Terms and Conditions, the shareholder’s rights and the rights to receive dividends shall be subject to the applicable
laws. 


  

	10.2	 If the Company proceeds with any of the financial transactions listed in article
L.228-99 of the French commercial code, the rights of the Beneficiary Employees shall be protected in accordance with that article. 



 

	10.3	 The Company shall not have the right to cancel an option, other than through (i) acceleration, according
to Section 4.6. or (ii) substitution of economically equivalent options, or (iii) implementation of Section 8 above. This also applies if the Company changes its legal form, if the Company is acquired by or merges with another
company or if essentially all of the Company’s assets are transferred to another company. For the avoidance of doubt, any exercisable options whose strike price is higher than the share price (under water) at the time of any such transaction
will lapse without compensation. For further avoidance of doubt, any acquisition, merger or transfer of essentially all of the assets of the Company which does not lead to a holding of more than 50 percent of the outstanding voting rights of
the Company or its successor by a single party or two or more parties acting in concert, does not trigger an acceleration according to Section 4.6, but may give rise to the substitution of the options by options in a successor company.



 11. Expenses 
  

	11.1	 All expenses resulting from the implementation of the ESOP 2015, and in particular the expenses of the increase
of the nominal share capital and the expenses of the administration of the ESOP 2015, shall be borne by the Company. By way of exception, the fees and costs specifically charged by the Plan Manager in connection with the cash settlement option set
out in Section 6.4 shall be borne by the relevant Beneficiary Employee. 


  

	11.2	 All expenses resulting from the exercise of the options, such as potential costs of a broker account and
potential taxes and fees triggered by the exercise of the options, shall be borne by the Beneficial Employees pursuant to Section 6.3. The expenses for proper consultation, particularly with regard to legal or tax advice, will be borne by each
Beneficial Employee. 



 


  

			
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 12. Final Terms 
  


	12.1	 In the event that a clause of these Terms and Conditions and/or a requirement arising out of these Terms and
Conditions is ineffective or infeasible, the effectiveness of the other terms shall not be affected. The ineffective or infeasible term shall be substituted by a term that reflects the underlying intentions of the ineffective or infeasible term.
This rule analogously applies in case of omissions. 


  

	12.2	 These terms and conditions are drawn up in French, and in English. In the event of a conflict between the
French and the English version, the English version shall prevail. 


  

	12.3	 All rights and obligations based on the ESOP 2015 and all fees resulting from, or based on the ESOP 2015 shall
be governed by French law without regard to its choice of law principles. 


  

	12.4	 The legal venue shall be the commercial court of Paris with subject matter jurisdiction. 



 

	12.5	 The Company shall have the right to terminate or amend the ESOP 2015 at any time, subject to applicable law and
regulations. 


 VALNEVA SE



     


 


  

			
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