2006 Equity Incentive Plan



 EXHIBIT 10.2 
  
  
 ACOLOGIX, INC. 
 2006 EQUITY INCENTIVE PLAN 
   1.    Purposes
of the Plan. The purposes of this Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility, 

  

	 	•	 	to provide additional incentive to Employees, Directors and Consultants, and 

  

	 	•	 	to promote the success of the Company’s business. 

 The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. 
   2.    Definitions. As used herein, the following definitions will apply: 
 (a)    “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance
with Section 4 of the Plan. 
 (b)    “Applicable Laws” means the requirements relating to the
administration of equity-based awards 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 Awards are, or will be, granted under the Plan. 
 (c)    “Award” means,
individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. 
 (d)    “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable
to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. 
 (e)    “Board” means the Board of Directors of the Company. 
 (f)    “Change in Control” means the occurrence of any of the following events: 
 (i)    Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or 







 (ii)    The consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; 
 (iii)    A change in the composition of the Board occurring within a
two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the Company); or 
 (iv)    The consummation
of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its
parent outstanding immediately after such merger or consolidation. 
 (g)    “Code” means the Internal
Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code. 
 (h)    “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof. 
 (i)    “Common Stock” means the common stock of the Company. 
 (j)    “Company” means Acologix, Inc., a Delaware corporation, or any successor thereto. 
 (k)    “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to
render services to such entity. 
 (l)    “Director” means a member of the Board. 
 (m)    “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided
that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator
from time to time. 
 (n)    “Employee” means any person, including Officers and Directors, employed by
the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company. 
 (o)    “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  

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 (p)    “Fair Market Value” means, as of any date, the value of
Common Stock determined as follows: 
 (i)    If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 
 (ii)    If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(iii)    For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the
public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or 
 (iv)    In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the
Administrator. 
 (q)    “Fiscal Year” means the fiscal year of the Company. 
 (r)    “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code and the regulations promulgated thereunder. 
 (s)    “Inside Director”
means a Director who is an Employee. 
 (t)    “Nonstatutory Stock Option” means an Option that by its
terms does not qualify or is not intended to qualify as an Incentive Stock Option. 
 (u)    “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (v)    “Option” means a stock option granted pursuant to the Plan. 
 (w)    “Optioned Stock” means the Common Stock subject to an Award. 
 (x)    “Outside Director” means a Director who is not an Employee. 
 (y)    “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
  

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 (z)    “Participant” means the holder of an outstanding Award.

 (aa)    “Performance Share” means an Award denominated in Shares which may be earned in whole or in
part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10. 
 (bb)    “Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be
settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10. 
 (cc)    “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of
forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator. 
 (dd)    “Plan” means this 2006 Equity Incentive Plan. 
 (ee)    “Registration Date” means the effective date of the first registration statement that is filed by the
Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities. 
 (ff)    “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option. 
 (gg)    “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of
one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 
 (hh)    “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 
 (ii)    “Section 16(b)” means Section 16(b) of the Exchange Act. 
 (jj)    “Service Provider” means an Employee, Director or Consultant. 
 (kk)    “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

 (ll)    “Stock Appreciation Right” means an Award, granted alone or in connection with an Option,
that pursuant to Section 9 is designated as a Stock Appreciation Right. 
 (mm)    “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 
  

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   3.    Stock Subject to the Plan. 

(a)    Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of
Shares that may be optioned and sold under the Plan is 10,000,000 Shares plus the number of Shares which have been reserved but not issued under the Company’s Amended and Restated 2000 Incentive Stock Plan (the “2000 Plan”) as
of the Registration Date, (ii) any Shares subject to stock options or similar awards granted under the 2000 Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the
2000 Plan that are forfeited to or repurchased by the Company, and (iii) an annual increase to be added on the first day of the Company’s fiscal year beginning with the Company’s 2008 fiscal year, equal to the least of
(A) 3,500,000 Shares, (B) three percent (3%) of the outstanding Shares on such date or (C) an amount determined by the Board. The Shares may be authorized, but unissued, or reacquired Common Stock. 
 (b)    Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to
Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock Appreciation Rights, the forfeited, repurchased or
unissued Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right
will cease to be available under the Plan; all remaining Shares subject to the Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the
Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares
or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award and/or used to satisfy tax withholding
obligations with respect to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares
available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share
number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b). 
 (c)    Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of
Shares as will be sufficient to satisfy the requirements of the Plan. 
   4.    Administration of the
Plan. 
 (a)    Procedure. 
 (i)    Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan. 
  

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 (ii)    Section 162(m). To the extent that the Administrator determines
it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two or more “outside directors”
within the meaning of Section 162(m) of the Code. 
 (iii)    Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 
 (iv)    Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy
Applicable Laws. 
 (b)    Powers of the Administrator. Subject to the provisions of the Plan, and in the case of
a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: 
 (i)    to determine the Fair Market Value; 
 (ii)    to select the
Service Providers to whom Awards may be granted hereunder; 
 (iii)    to determine the number of Shares to be covered
by each Award granted hereunder; 
 (iv)    to approve forms of agreement for use under the Plan; 
 (v)    to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; 
 (vi)    to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 
 (vii)    to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws; 
 (viii)    to modify or amend each Award (subject to Section 19(c) of the Plan), including the discretionary authority to extend
the post-termination exercisability period of Awards. Notwithstanding the previous sentence, the Administrator may not modify or amend an Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right
after it has been granted (except for adjustments made pursuant to Section 14) nor may the Administrator cancel any outstanding Option or Stock Appreciation Right and replace it with a new Option or Stock Appreciation Right with a lower
exercise price, unless, in either case, such action is approved by the Company’s stockholders; 
  

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 (ix)    to allow Participants to satisfy withholding tax obligations in such manner
as prescribed in Section 15; 
 (x)    to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the Administrator; 
 (xi)    to allow a Participant to
defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award 
 (xii)    to make all other determinations deemed necessary or advisable for administering the Plan. 
 (c)    Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

   5.    Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock
Appreciation Rights, Performance Units and Performance Shares may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 
   6.    Stock Options. 
 (a)    Limitations.

 (i)    Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in
which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. 
 (ii)    The following limitations will apply to grants of Options: 
 (1)    No Service
Provider will be granted, in any Fiscal Year, Options to purchase more than 500,000 Shares. 
 (2)    In connection with
his or her initial service, a Service Provider may be granted Options to purchase up to an additional 500,000 Shares, which will not count against the limit set forth in Section 6(a)(2)(ii)(1) above. 
 (3)    The foregoing limitations will be adjusted proportionately in connection with any change in the Company’s capitalization
as described in Section 14. 
  

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 (4)    If an Option is cancelled in the same Fiscal Year in which it was granted
(other than in connection with a transaction described in Section 14), the cancelled Option will be counted against the limits set forth in subsections (1) and (2) above. For this purpose, if the exercise price of an Option is
reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option. 
 (b)    Term
of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement.
Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock
of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. 
 (c)    Option Exercise Price and Consideration. 
 (i)    Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be
determined by the Administrator, subject to the following: 
 (1)    In the case of an Incentive Stock Option

 a)    granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant. 
 b)    granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price
will be no less than 100% of the Fair Market Value per Share on the date of grant. 
 c)    Notwithstanding the
foregoing, Incentive Stock Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a)
of the Code. 
 (2)    In the case of a Nonstatutory Stock Option, the per Share exercise price will not be less than
100% of the Fair Market Value per Share on the date of grant. In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise
price will be no less than 100% of the Fair Market Value per Share on the date of grant. 
 (ii)    Waiting Period
and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 
 (iii)    Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the 

  

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case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist
entirely of: (1) cash; (2) check; (3) promissory note; (4) other Shares, provided Shares acquired directly or indirectly from the Company, (A) have been owned by the Participant and not subject to substantial risk of
forfeiture for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option will be exercised; (5) consideration
received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; (6) a reduction in the amount of any Company liability to the Participant, including any liability attributable to the
Participant’s participation in any Company-sponsored deferred compensation program or arrangement; (7) any combination of the foregoing methods of payment; or (8) such other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Laws. 
 (d)    Exercise of Option. 
 (i)    Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the
terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. 
 An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator specify from time to time)
from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with an applicable withholding taxes). Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Award Agreement and the Plan (together with an applicable withholding taxes). Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the
Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan. 
 Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised. 
 (ii)    Termination of Relationship as a Service
Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the
extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain
exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by


  

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the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time
specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 
 (iii)    Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as
is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares
covered by such Option will revert to the Plan. 
 (iv)    Death of Participant. If a Participant dies while a
Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be
exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form
acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred
pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following
Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan.
If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 
 7.    Restricted Stock. 
 (a)    Grant of Restricted
Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

 (b)    Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that
will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will
hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. 
 (c)    Transferability.
Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 
  

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 (d)    Other Restrictions. The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. 
 (e)    Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as
practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 
 (f)    Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 
 (g)    Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect
to such Shares, unless the Administrator determines otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock
with respect to which they were paid. 
 (h)    Return of Restricted Stock to Company. On the date set forth in
the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. 
   8.    Restricted Stock Units. 
 (a)    Grant. Restricted Stock Units may be granted at any time and from time to time on such terms and conditions as the Administrator determines. 
 (b)    Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in its discretion, which, depending on
the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion. The Administrator will determine the other terms, conditions, and restrictions related to the grant,
including the number of Restricted Stock Units and the form of payout, which, subject to Section 8(d), may be left to the discretion of the Administrator 
 (c)    Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout at such time as the Administrator determines. At
any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. 
 (d)    Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made as soon as practicable after the
date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Restricted Stock Units that are fully paid in
cash will not reduce the number of Shares available for issuance under the Plan. 
  

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 (e)    Cancellation. On the date set forth in the Award Agreement, all
unearned Restricted Stock Units shall be forfeited to the Company. 
   9.    Stock Appreciation Rights.

 (a)    Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock
Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. 
 (b)    Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider. 
 (c)    Exercise Price and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion
to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. In the case of a freestanding Stock Appreciation Right, the exercise price will be not less than 100% of the Fair Market Value of a Share on the date of
grant. The exercise price of a tandem or affiliated Stock Appreciation Rights will equal the exercise price of the related Option. 
 (d)    Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions
of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 
 (e)    Expiration of Stock Appreciation Rights. An Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award
Agreement. Notwithstanding the foregoing, the rules of Section 6(d) also will apply to Stock Appreciation Rights. 
 (f)    Payment of Stock Appreciation Right Amount. Upon exercise of an Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

 (i)    The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

 (ii)    The number of Shares with respect to which the Stock Appreciation Right is exercised. 
 At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof. 
 10.    Performance Units and Performance Shares. 
 (a)    Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any
time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

  

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 (b)    Value of Performance Units/Shares. Each Performance Unit will have an
initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. 
 (c)    Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions
(including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service
Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will
specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual
goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 
 (d)    Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares
earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the
Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share. 
 (e)    Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The
Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable
Performance Period) or in a combination thereof. 
 (f)    Cancellation of Performance Units/Shares. On the date
set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 
 11.    Formula Option Grants to Outside Directors. 
 (a)    General. All grants of Options to Outside Directors pursuant to this Section will be automatic and nondiscretionary,
except as otherwise provided herein, and will be made in accordance with the following provisions: 
 (b)    Type of
Option. All Options granted pursuant to this Section will be Nonstatutory Stock Options and, except as otherwise provided herein, will be subject to the other terms and conditions of the Plan. 
  

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 (c)    No Discretion. No person will have any discretion to select which
Outside Directors will be granted Options under this Section or to determine the number of Shares to be covered by such Options (except as provided in Sections 11(g) and 14). 
 (d)    Initial Option. Each person who first becomes an Outside Director following the Registration Date will be automatically
granted an Option to purchase 50,000 Shares (the “Initial Option”) on or about the date on which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board
to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive a First Option. 
 (e)    Annual Option. Each Outside Director will be automatically granted an Option to purchase 25,000 Shares (an “Annual Option”) on each date of the annual meeting of the
stockholders of the Company beginning in 2007, if as of such date, he or she will have served on the Board for at least the preceding six (6) months. 
 (f)    Terms. The terms of each Option granted pursuant to this Section will be as follows: 
 (i)    The term of the Option will be ten (10) years. 
 (ii)    The exercise price per Share will be 100% of the Fair Market Value per Share on the date of grant of the Option. 
 (iii)    The Option will remain exercisable for three (3) years following the Participant’s termination. 
 (iv)    Subject to Section 14, the Initial Option will vest and become exercisable as to one-quarter (1/4th) of the Shares subject to such Option on the first anniversary of its date of grant and as to one forty-eighth (1/48th) of the Shares subject to such Option each full month thereafter, provided that the Participant continues to serve as a Director through each such date.

 (v)    Subject to Section 14, the Annual Option will vest and become exercisable as to one twelfth
(1/12th) of the Shares subject to such Option each full month following its date of grant, provided that the
Participant continues to serve as a Director through each such date. 
 (g)    Adjustments. The Administrator in
its discretion may change and otherwise revise the terms of Options granted under this Section 11, including, without limitation, the number of Shares and exercise prices thereof, for Options granted on or after the date the Administrator
determines to make any such change or revision. 
 (h)    Other Awards. Nothing in this Section 11 will limit
the ability of the Administrator to grant all types of Awards under the Plan to Outside Directors in addition to the Options that are granted to them under this Section 11. 
  

 14 








 12.    Leaves of Absence/Transfer Between Locations. Unless the Administrator
provides otherwise or as required by Applicable Law, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. An Employee will not cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the ninety-first (91st) day of such leave any Incentive
Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option. 
 13.    Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and
conditions as the Administrator deems appropriate. 
 14.    Adjustments; Dissolution or Liquidation; Merger or Change
in Control. 
 (a)    Adjustments. In the event that any dividend or other distribution (whether in the form
of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company,
or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its
sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, the numerical Share limits in Sections 3 and 6 of the Plan and the
number of Shares issuable pursuant to Options to be granted under Section 11. 
 (b)    Dissolution or
Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been
previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. 
 (c)    Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an
equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator shall not be required to treat all Awards similarly in the transaction. 
 In the event that the successor corporation does not assume or substitute for the Award, unless the Administrator provides otherwise, the Participant
will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and
Restricted Stock Units will lapse, and, with respect to Performance Shares and Performance Units, all Performance Goals or other vesting criteria will be deemed achieved at target 

  

 15 








 
levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change
in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or
Stock Appreciation Right will terminate upon the expiration of such period. 
 For the purposes of this subsection (c), an Award will be
considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities
or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to pay cash or a Performance Share or Performance Unit which the Administrator can determine to pay in cash, the fair market value of
the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Share or Performance Unit, for each Share subject to such Award
(or in the case of Restricted Stock Units and Performance Units, the number of implied shares determined by dividing the value of the Restricted Stock Units and Performance Units, as applicable, by the per share consideration received by holders of
Common Stock in the Change in Control), to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. 
 Notwithstanding anything in this Section 14(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor
corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. 
 (d)    Outside Director Awards and Change of Control. With respect to Awards granted to an Outside Director, in the event of a Change in Control, then such Participant will fully vest in and have the right to
exercise Options and/or Stock Appreciation Rights as to all of the Optioned Stock, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse,
and, with respect to Performance Shares and Performance Units, all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. 
 15.    Tax Withholding. 
 (a)    Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

  

 16 








 (b)    Withholding Arrangements. The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold
otherwise deliverable cash or Shares having a Fair Market Value equal to the amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld. The
amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the
date that the taxes are required to be withheld. 
 16.    No Effect on Employment or Service. Neither the Plan
nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s
right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 
 17.    Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the
Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. 
 18.    Term of Plan. Subject to Section 22 of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years unless terminated earlier
under Section 19 of the Plan. 
 19.    Amendment and Termination of the Plan. 
 (a)    Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 
 (b)    Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws. 
 (c)    Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company.
Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 
 20.    Conditions Upon Issuance of Shares. 
 (a)    Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with
Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. 
  

 17 








 (b)    Investment Representations. As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required. 
 21.    Inability to Obtain Authority.
The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained. 
 22.    Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval will be obtained in
the manner and to the degree required under Applicable Laws. 
  

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 ACOLOGIX, INC. 
 2006 EQUITY INCENTIVE PLAN 
 STOCK OPTION AWARD AGREEMENT 
 Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this
Stock Option Agreement (the “Award Agreement”). 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 Name:

 Address: 
 You have
been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Award Agreement, as follows: 
  

			
	 Grant Number
	  	_________________________
		
	 Date of Grant
	  	_________________________
		
	 Vesting Commencement Date
	  	_________________________
		
	 Exercise Price per Share
	  	$ _______________________
		
	 Total Number of Shares Granted
	  	_________________________
		
	 Total Exercise Price
	  	$ _______________________
		
	 Type of Option:
	  	 ̈ Incentive Stock Option
		
		  	 ̈ Nonstatutory Stock Option
		
	 Term/Expiration Date:
	  	_________________________

 Vesting Schedule: 
 Subject to accelerated vesting as set forth below or in the Plan, this Option may be exercised, in whole or in part, in accordance with the following
schedule: 
 25% of the Shares subject to the Option will vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares
subject to the Option will vest each month thereafter on the same day of the Vesting Commencement Date (or if there is no corresponding date, the last day of the month), subject to Participant continuing to be a Service Provider through each such
date. 







 Termination Period: 
 This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall
be exercisable for one (1) year after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination
as provided in Section 14(c) of the Plan. 
  

	II.	AGREEMENT 

  

	 	A.	Grant of Option. 

 The Administrator
hereby grants to individual named in the Notice of Grant attached as Part I of this Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is
intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”). 
  

	 	B.	Exercise of Option. 

 (a) Right
to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Award Agreement. 
 (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the
“Exercise Notice”) or in such other form and manner as determined by the Administrator, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be
accompanied by, and deemed exercised upon receipt by the Company of, payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable withholding taxes. 
 No Shares will be issued pursuant to the exercise of this Option unless such issuance and exercise comply with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares. 
  

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	 	C.	Method of Payment. 

 Payment of the
aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant: 
 1.
cash; 
 2. check; 
 3. consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 
 4. surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been
owned by the Participant and not subject to a substantial risk of forfeiture for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares. 
  

	 	D.	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 Participant only by Participant. 
  

	 	E.	Term of Option. 

 This Option may be
exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement. 
  

	 	F.	Tax Obligations. 

 1. Withholding
Taxes. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, and local income and employment tax withholding requirements
applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
 2. Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Grant Date, or (2) the date one year after the date of exercise, Participant will immediately notify
the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. 
  

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	 	G.	Entire Agreement; Governing Law. 

 The Plan is incorporated herein by reference. The Plan and this Award 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 Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed by the
internal substantive laws, but not the choice of law rules, of California. 
  

	 	H.	NO GUARANTEE OF CONTINUED SERVICE. 

 PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY OF THE COMPANY EMPLOYING OR
RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY OF THE COMPANY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 [Remainder of Page Intentionally Left Blank] 
  

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 By Participant’s signature and the signature of the Company’s representative below, Participant
and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

									
	PARTICIPANT:	 		 	ACOLOGIX, INC.
			
	  	 		 	  
	Signature	 		 	By
			
	  	 		 	  
	Print Name	 		 	Title
			
	  	 		 	
	 Residence Address
	 		 	
			
	  	 		 	

  

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 EXHIBIT A 
 ACOLOGIX, INC. 
 2006 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 Acologix, Inc. 
 3960 Point Eden Way 
 Hayward, CA 94545 
 Attention: Corporate Secretary 
 1. Exercise of Option. Effective as of today, ________________, _____, the undersigned
(“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Acologix, Inc. (the “Company”) under and pursuant to the 2006 Equity Incentive Plan (the “Plan”) and the
Stock Option Agreement dated ________ (the “Award Agreement”). The purchase price for the Shares will be $                    , as
required by the Award Agreement. 
 2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the
Shares and any required withholding taxes to be paid in connection with the exercise of the Option. 
 3. Representations of
Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. 
 4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired will be issued to
Participant as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 14 of the Plan. 
 5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax
advice. 
 6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Agreement, the
Plan and the Award 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 Purchaser with respect to the subject
matter 










 
hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement
is governed by the internal substantive laws, but not the choice of law rules, of California. 
  

									
	Submitted by:	 		 	Accepted by:
			
	PURCHASER:	 		 	ACOLOGIX, INC.
			
	  	 		 	  
	Signature	 		 	By
			
	  	 		 	  
	Print Name	 		 	Its
			
	Address:	 		 	Address:
			
	  	 		 	
			
	  	 		 	
			
		 		 	  
		 		 	Date Received

  

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