Exhibit
10.4


 


INCENTIVE STOCK OPTION GRANT AGREEMENT


 


PAXMEDICA, INC.


 


This Stock Option Grant
Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit
A (the “Date of Grant”) by and between PaxMedica, Inc., a Delaware corporation (the “Company”),
and the individual named in Exhibit A hereto (the “Optionee”).


 


WHEREAS, the Company
desires to provide the Optionee an incentive to participate in the success and growth of the Company through the opportunity to
earn a proprietary interest in the Company; and


 


WHEREAS, to give effect
to the foregoing intention, the Company desires to grant the Optionee an option pursuant to the PaxMedica, Inc. 2020 Omnibus Equity
Incentive Plan (the “Plan”) to acquire the Company’s common stock, par value $0.0001 per share (the “Common
Stock”);


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as
follows:


 


1.       
Grant. The Company hereby grants the Optionee an Incentive Stock Option (the “Option”) to purchase up
to the number of shares of Common Stock (the “Shares”) set forth in Exhibit A hereto at the exercise
price per Share (the “Exercise Price”) set forth in Exhibit A, and on the vesting schedule set forth
in Exhibit A, subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are
incorporated herein by reference. Capitalized terms used but not otherwise defined in this Grant Agreement shall have the meanings
as set forth in the Plan.


 


This Option is intended to qualify as an
Incentive Stock Option (“ISO”) under Section 422 of the Code. However, notwithstanding such designation, if
the Optionee becomes eligible in any given year to exercise ISOs for Shares having a Fair Market Value in excess of $100,000, those
options representing the excess shall be treated as Non-Qualified Stock Options. In the previous sentence, “ISOs” include
ISOs granted under any plan of the Company or any parent or any Subsidiary of the Company. For the purpose of deciding which options
apply to Shares that “exceed” the $100,000 limit, ISOs shall be taken into account in the same order as granted. The
Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. The Optionee
hereby acknowledges that there is no assurance that the Option will, in fact, be treated as an Incentive Stock Option under Section
422 of the Code.


 


2.       Exercise
Period Following Termination of Continuous Service. This Option shall terminate and be canceled to the extent not
exercised within three (3) months following termination of the Optionee’s Continuous Service; provided that if such
termination is due to the Optionee’s death or permanent and total disability within the meaning of Section 22(e)(3) of
the Code, this Option shall terminate and be cancelled one (1) year from the date of termination of Continuous Service.
Notwithstanding the foregoing, in the event that the Optionee’s Continuous Service is terminated for Cause, then the
Option shall immediately terminate on the date of such termination of Continuous Service and shall not be exercisable for any
period following such date. In no event, however, shall this Option be exercised later than the Expiration Date set forth in Exhibit
A and in no event shall this Option be exercised for more Shares than the Shares which otherwise have become exercisable
as of the date of termination.


 






     


     


    

 


3.       Method
of Exercise. This Option is exercisable by delivery to the Company of an exercise notice (the “Exercise Notice”)
in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice
shall state or provide the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”),
and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares in (i) cash; (ii)
check; or (iii) such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the
Plan and by applicable law. Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the
Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements
and the Optionee’s share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding
the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to
the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable
laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming
such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option
is exercised with respect to such Shares.


 


4.       Covenants
Agreement. This Option shall be subject to forfeiture at the election of the Company in the event that the Optionee breaches
any agreement between the Optionee and the Company with respect to noncompetition, nonsolicitation, assignment of inventions and
contributions and/or nondisclosure obligations of the Optionee.


 


5.       Taxes.
By executing this Grant Agreement, Optionee acknowledges and agrees that Optionee is solely responsible for the satisfaction of
any applicable taxes that may be imposed on Optionee that arise as a result of the grant, vesting or exercise of the Option, including
without limitation any taxes arising under Section 409A of the Code (regarding deferred compensation) or Section 4999 of the Code
(regarding golden parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever
to pay such taxes or otherwise indemnify or hold Optionee harmless from any or all of such taxes.


 






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6.       Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Grant Agreement shall
be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.


 


7.       Securities
Matters. All Shares and Exercised Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided
by Federal or state law. The Company shall not be obligated to sell or issue any Shares or Exercised Shares pursuant to this Grant
Agreement unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act of 1933,
as amended (the “Securities Act”), and all applicable state securities laws, or are exempt from registration
thereunder. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act,
or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions
upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or
the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve
compliance with the Securities Act or the securities laws of any state or any other law.


 


8.       Investment
Purpose. The Optionee represents and warrants that unless the Shares are registered under the Securities Act, any and all Shares
acquired by the Optionee under this Grant Agreement will be acquired for investment for the Optionee’s own account and not
with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of
such Shares within the meaning of the Securities Act. The Optionee agrees not to sell, transfer or otherwise dispose of such Shares
unless they are either (1) registered under the Securties Act and all applicable state securities laws, or (2) exempt from such
registration in the opinion of Company counsel.


 


9.       Lock-Up
Agreement. The Optionee hereby agrees that in the event that the Optionee exercises this Option during a period in which any
directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then, as
a condition to such exercise, the Optionee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant
to which the Optionee shall agree to restrictions on transferability of the Shares comparable to the restrictions agreed upon by
such directors or officers of the Company.


 


10.     Other
Plans. No amounts of income received by the Optionee pursuant to this Grant Agreement shall be considered compensation for
purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or its subsidiaries,
unless otherwise expressly provided in such plan.


 


11.     No
Guarantee of Continued Service. The Optionee acknowledges and agrees that the right to exercise the Option pursuant to
the exercise schedule hereof is earned only through Continuous Service and such other requirements, if any, as are set forth
in Exhibit A (and not through the act of being hired, being granted an option or purchasing shares hereunder). The Optionee
further acknowledges and agrees that (i) this Grant Agreement, the transactions contemplated hereunder and the exercise
schedule set forth herein do not constitute an express or implied promise of continued employment or service for the exercise
period or for any other period, and shall not interfere with the Optionee’s right or the right of the Company or its
Subsidiaries to terminate the employment or service relationship at any time, with or without cause, subject to the terms of
any written employment agreement that the Optionee may have entered into with the Company or any of its Subsidiaries; and
(ii) the Company would not have granted this Option to the Optionee but for these
acknowledgements and agreements.


 






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12.     Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and the Optionee. In the event of any conflict between this Grant Agreement
and the Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This Grant Agreement shall
be construed under the laws of the State of Delaware, without regard to conflict of laws principles.


 


13.     Opportunity
for Review. Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the
Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this
Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon
any change in the residence address indicated herein.


 


14.     Section 409A.This
Option is intended to be excepted from coverage under Section 409A and shall be administered, interpreted and construed accordingly.
The Company may, in its sole discretion and without the Optionee’s consent, modify or amend the terms of this Grant Agreement,
impose conditions on the timing and effectiveness of the exercise of the Option by Optionee, or take any other action it deems
necessary or advisable, to cause the Option to be excepted from Section 409A (or to comply therewith to the extent the Company
determines it is not excepted).


 


15.     Recoupment.
In the event the Company restates its financial statements due to material noncompliance with any financial reporting
requirements under applicable securities laws, any shares issued pursuant to this Agreement for or in respect of the year
that is restated, or the prior three years, may be recovered to the extent the shares issued exceed the number that would
have been issued based on the restatement. In addition and without limitation of the foregoing, any amounts paid hereunder
shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any
implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law
or stock exchange listing conditions.


 






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[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Grant Agreement as of the date set forth in Exhibit A.


 


	 	PAXMEDICA, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	OPTIONEE
	 	 
	 	Name:




 









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EXHIBIT
A


 


INCENTIVE STOCK OPTION GRANT AGREEMENT


 


PAXMEDICA, INC.


 


 


(a).    Optionee’s
Name:                                                                                               


 


 


(b).    Date of Grant:
                                                                          


 


 


(c).     Number of Shares
Subject to the Option:                                                    


 


 


(d).       Exercise
Price: $______ per Share


 


 


(e).    Expiration
Date:                                                                                       



 


 


(f).     Vesting Schedule:


 


_______ (Initials)


 Optionee




 


_______ (Initials)


Company Signatory


 








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