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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/19 Sangamo Therapeutics, Inc 10-K 12/31/18 103:14M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.36M
4: EX-10.14 Material Contract HTML 37K
5: EX-10.15 Material Contract HTML 40K
6: EX-10.19 Material Contract HTML 47K
7: EX-10.20 Material Contract HTML 81K
8: EX-10.26 Material Contract HTML 60K
9: EX-10.27 Material Contract HTML 61K
10: EX-10.28 Material Contract HTML 62K
2: EX-10.3 Material Contract HTML 53K
11: EX-10.33 Material Contract HTML 117K
12: EX-10.34 Material Contract HTML 101K
13: EX-10.37 Material Contract HTML 81K
3: EX-10.4 Material Contract HTML 57K
14: EX-21.1 Subsidiaries List HTML 29K
15: EX-23.1 Consent of Experts or Counsel HTML 32K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
25: R1 Document and Entity Information HTML 66K
26: R2 Consolidated Balance Sheets HTML 128K
27: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
28: R4 Consolidated Statements of Operations HTML 78K
29: R5 Consolidated Statements of Comprehensive Loss HTML 57K
30: R6 Consolidated Statements of Stockholders' Equity HTML 107K
31: R7 Consolidated Statements of Cash Flows HTML 126K
32: R8 Organization and Summary of Significant Accounting HTML 190K
Policies
33: R9 Fair Value Measurement HTML 223K
34: R10 Marketable Securities HTML 185K
35: R11 Stock-Based Compensation HTML 106K
36: R12 Major Customers, Partnerships and Strategic HTML 117K
Alliances
37: R13 Acquisition of Txcell S.A. HTML 121K
38: R14 Property and Equipment, Net HTML 66K
39: R15 Commitments and Contingencies HTML 52K
40: R16 Stockholders' Equity HTML 272K
41: R17 Income Taxes HTML 271K
42: R18 Accounts Payable and Accrued Liabilities HTML 57K
43: R19 Employee Benefit Plan HTML 34K
44: R20 Quarterly Financial Data (Unaudited) HTML 118K
45: R21 Build-to-Suit Leases HTML 38K
46: R22 Organization and Summary of Significant Accounting HTML 240K
Policies (Policies)
47: R23 Organization and Summary of Significant Accounting HTML 143K
Policies (Tables)
48: R24 Fair Value Measurement (Tables) HTML 220K
49: R25 Marketable Securities (Tables) HTML 182K
50: R26 Stock-Based Compensation (Tables) HTML 108K
51: R27 Major Customers, Partnerships and Strategic HTML 65K
Alliances (Tables)
52: R28 Acquisition of Txcell S.A. (Tables) HTML 105K
53: R29 Property and Equipment, Net (Tables) HTML 65K
54: R30 Commitments and Contingencies (Tables) HTML 50K
55: R31 Stockholders' Equity (Tables) HTML 255K
56: R32 Income Taxes (Tables) HTML 271K
57: R33 Accounts Payable and Accrued Liabilities (Tables) HTML 57K
58: R34 Quarterly Financial Data (Unaudited) (Tables) HTML 117K
59: R35 Organization and Summary of Significant Accounting HTML 92K
Policies - Additional Information (Detail)
60: R36 Organization and Summary of Significant Accounting HTML 38K
Policies - Schedule of Goodwill (Detail)
61: R37 Organization and Summary of Significant Accounting HTML 51K
Policies - Consolidated Balance Sheet (Detail)
62: R38 Organization and Summary of Significant Accounting HTML 63K
Policies - Consolidated Statement of Operations
and Comprehensive Loss (Detail)
63: R39 Organization and Summary of Significant Accounting HTML 50K
Policies - Consolidated Statement of Cash Flows
(Detail)
64: R40 Organization and Summary of Significant Accounting HTML 43K
Policies - Summary of Reconciliation of Cash, Cash
Equivalents and Restricted Cash (Detail)
65: R41 Fair Value Measurement - Summary of Fair Value HTML 74K
Measurements of Cash Equivalents,
Available-for-Sale Securities and Free Share
Liability (Detail)
66: R42 Fair Value Measurement - Additional Information HTML 44K
(Detail)
67: R43 Fair Value Measurement - Summary of Estimated Fair HTML 51K
Value of Free Share Liability Assumptions (Detail)
68: R44 Marketable Securities - Summary of Cash HTML 64K
Equivalents and Available-for-Sale Securities
(Detail)
69: R45 Marketable Securities - Additional Information HTML 36K
(Detail)
70: R46 Stock-Based Compensation - Stock-Based HTML 40K
Compensation Expense (Detail)
71: R47 Stock-Based Compensation - Additional Information HTML 53K
(Detail)
72: R48 Stock-Based Compensation - Assumptions Used for HTML 49K
Estimating Fair Value of Employee Stock Options
(Detail)
73: R49 Stock-Based Compensation - Weighted-Average HTML 49K
Assumptions Used for Estimating Fair Value of ESPP
Purchased Rights (Detail)
74: R50 Major Customers, Partnerships and Strategic HTML 227K
Alliances - Additional Information (Detail)
75: R51 Major Customers, Partnerships and Strategic HTML 48K
Alliances - Revenues Recognized under Agreement
(Detail)
76: R52 Major Customers, Partnerships and Strategic HTML 70K
Alliances - Agreement with Sigma-Aldrich
Corporation - Additional Information (Detail)
77: R53 Major Customers, Partnerships and Strategic HTML 69K
Alliances - Agreement with Dow AgroSciences in
Plant Agriculture - Additional Information
(Detail)
78: R54 Acquisition of Txcell S.A. - Additional HTML 126K
Information (Detail)
79: R55 Acquisition of Txcell S.A. - Summary of Estimated HTML 70K
Fair Value of Net Assets Acquired (Detail)
80: R56 Acquisition of Txcell S.A. - Summary of HTML 47K
Non-controlling Interest (Detail)
81: R57 Acquisition of Txcell S.A. - Summary of Unaudited HTML 43K
Supplemental Pro Forma Information (Detail)
82: R58 Property and Equipment, Net - Summary of Property HTML 51K
and Equipment, Net (Detail)
83: R59 Property and Equipment, Net - Additional HTML 43K
Information (Detail)
84: R60 Commitments and Contingencies - Additional HTML 61K
Information (Detail)
85: R61 Commitments and Contingencies - Summary of Future HTML 51K
Minimum Payments under Contractual Obligations
(Detail)
86: R62 Stockholders' Equity - Additional Information HTML 169K
(Detail)
87: R63 Stockholders' Equity - Summary of Stock Option HTML 79K
Activity (Detail)
88: R64 Stockholders' Equity - Summary of Stock Options HTML 90K
Outstanding (Detail)
89: R65 Stockholders' Equity - Summary of Restricted Stock HTML 52K
Unit Activity (Detail)
90: R66 Income Taxes - Summary of Domestic and Foreign HTML 40K
Components of Loss Before Income Taxes (Detail)
91: R67 Income Taxes - Summary of Benefit for Income Taxes HTML 42K
(Detail)
92: R68 Income Taxes - Additional Information (Detail) HTML 65K
93: R69 Income Taxes - Schedule of Difference Between HTML 58K
Benefit for Income Taxes and Federal Statutory
Income Tax Rate (Detail)
94: R70 Income Taxes - Schedule of Difference Between HTML 34K
Benefit for Income Taxes and Federal Statutory
Income Tax Rate (Parenthetical) (Detail)
95: R71 Income Taxes - Schedule of Company's Deferred Tax HTML 70K
Assets (Detail)
96: R72 Income Taxes - Summary of Activity Related to HTML 41K
Company's Unrecognized Tax Benefits (Detail)
97: R73 Accounts Payable and Accrued Liabilities - Summary HTML 46K
of Accounts Payable and Accrued Liabilities
(Detail)
98: R74 Employee Benefit Plan - Additional Information HTML 43K
(Detail)
99: R75 Quarterly Financial Data (Unaudited) - Summary of HTML 57K
Quarterly Financial Data (Detail)
100: R76 Build-to-Suit Leases - Additional Information HTML 59K
(Detail)
102: XML IDEA XML File -- Filing Summary XML 174K
101: EXCEL IDEA Workbook of Financial Reports XLSX 112K
19: EX-101.INS XBRL Instance -- sgmo-20181231 XML 4.04M
21: EX-101.CAL XBRL Calculations -- sgmo-20181231_cal XML 221K
22: EX-101.DEF XBRL Definitions -- sgmo-20181231_def XML 837K
23: EX-101.LAB XBRL Labels -- sgmo-20181231_lab XML 1.52M
24: EX-101.PRE XBRL Presentations -- sgmo-20181231_pre XML 1.26M
20: EX-101.SCH XBRL Schema -- sgmo-20181231 XSD 233K
103: ZIP XBRL Zipped Folder -- 0001564590-19-005808-xbrl Zip 235K
EXHIBIT 10.19
Sangamo Therapeutics, Inc.
Restricted Stock Unit Grant Notice
(2018 Equity Incentive Plan)
Sangamo Therapeutics, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the "Plan") and its French Restricted Stock Unit Sub-Plan dated 24 September 2018 (the "Sub-Plan") has awarded to Participant the number of restricted stock units specified and on the terms set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Plan, the Sub-Plan and the Restricted Stock Unit Terms and Conditions, the three of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan, the Sub-Plan or the Restricted Stock Unit Terms and Conditions shall have the meanings set forth in the Plan, the Sub-Plan or the Restricted Stock Unit Terms and Conditions.
Participant:
Date of Grant:
Vesting Period
Vesting Date
Holding Period:
Number of Restricted Stock Units:
Condition:Participant’s Services
|
|
Vesting Schedule: |
Subject to the Participant’s Continuous Service through each applicable vesting date, the Award will vest as follows: |
[●]
|
Issuance Schedule: |
One share of Common Stock will be issued for each restricted stock unit which vests at the Vesting Date. |
[Drafting Note: If an E*TRADE form of grant notice is used in lieu of this form of grant notice, the following “Participant Acknowledgements” language needs to be incorporated into the E*TRADE Award grant notification and affirmatively consented to and/or accepted by the Participant. If there are any other outstanding agreements promising future grants of Company equity such agreements should be specifically listed as an exception to the last acknowledgement.]
Participant Acknowledgements: By Participant’s acceptance, Participant understands and agrees that the Award is governed by this Restricted Stock Unit Grant Notice, and the provisions of the Plan, the Sub-Plan and the Restricted Stock Unit Terms and Conditions, all of which are made a part of this document. The Participant acknowledges that copies of the Plan, the Sub-Plan, the Restricted Stock Unit Terms and Conditions and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant. Participant represents that he or she has read and is familiar with the provisions of the Plan, the Sub-Plan, the Restricted Stock Unit Terms and Conditions and the prospectus for the Plan. Participant acknowledges and agrees that this Grant Notice and the Restricted Stock Unit Terms and Conditions may not be modified, amended or revised except in a writing signed by Participant and a duly authorized officer of the Company. Participant further acknowledges that in the event of any conflict between the provisions in this Grant Notice, the Restricted Stock Unit Terms and Conditions, or the Prospectus and the terms of the Plan and/or the Sub-Plan, the terms of the Plan and/or the Sub-Plan shall control. Participant further acknowledges that the Award Agreement sets forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously granted to Participant and Common Stock previously issued to Participant.
177358886 v2
By:
Alexander D. Macrae, President and Chief Executive Officer
Date:
177358886 v2
2018 Equity Incentive Plan
Restricted Stock Unit Terms and Conditions
As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”) Sangamo Therapeutics, Inc. (the “Company”) has granted you a Restricted Stock Unit Award under its 2018 Equity Incentive Plan (the “Plan”) and the French Restricted Stock Unit Sub-Plan dated 24 September 2018 (the "Sub-Plan") for the number of restricted stock units as indicated in your Grant Notice (the “Award”). Capitalized terms not explicitly defined herein but defined in the Grant Notice or the Plan or the Sub-Plan shall have the same definitions as in the Grant Notice or Plan or the Sub-Plan, as applicable.
The general terms and conditions applicable to your Award are as follows:
1.Governing Plan Document. Your Award is subject to all the provisions of the Plan and the Sub-Plan, including but not limited to the provisions in Section 6 of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Change in Control on your Award, Section 10(f) of the Plan regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the Award, Section 11(b) of the Plan regarding the tax consequences of your Award and Article 4 of the Sub-Plan regarding the breach of the conditions provided under the Sub-Plan. Your Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between these Terms and Conditions and the provisions of the Plan and/or the Sub-Plan, the provisions of the Plan and/or the Sub-Plan shall control.
2.Grant of the Award. This Award represents your right to be issued on a future date the number of shares of Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice subject to your satisfaction of the vesting conditions set forth therein (the “Stock Units”). Any additional Stock Units that become subject to the Award pursuant to Capitalization Adjustments as set forth in the Plan, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Stock Units covered by your Award.
3.Dividends. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you.
4.Withholding Obligations. As further provided in Section 9 of the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the tax withholding obligations, if any, which arise in connection with your Award (the “Withholding Taxes”). Unless the
1.
177358886 v2
Withholding Taxes are satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the Award.
5.Transferability.Your Award will only be definitively attributed at the end of the Vesting Period computed as from the Date of Grant. During the whole Vesting Period, you will only benefit from a conditional and temporary allocation of Common Stock pursuant to the terms and conditions of the Plan and the Sub-Plan (i.e., no consideration, dividend or voting right will be attached to the Award). Common Stock will only be issued at the end of the Vesting Period, on the Vesting Date. Moreover, you will not be allowed to sell, rent or otherwise dispose of Common Stock issued to you until the end of the Holding Period, if any, as provided in your Grant Notice and computed as from the Vesting Date. For more details regarding the Vesting Period and the Holding Period, please refer to Article 2 of the Sub-Plan in particular.
Moreover, if your Award was granted to you in respect of your functions as a corporate executive officer (i.e., Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant d'une société par actions) of TXCell SA, you will be under a specific obligation to hold 1% of Common Stock received in application of your Award in a nominative form until the termination of your functions as corporate executive officer (i.e., Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant d'une société par actions) of TXCell SA, pursuant to Article 2 of the Sub-Plan.
Finally, even after the termination of the Holding Period, if any, your right to sell Common Stock issued in application of your Award may still be limited pursuant to Article 2 of the Sub-Plan.
6.Tax consequences. The sale of Common Stock may give rise to adverse tax consequences for the Beneficiaries. You are responsible for seeking advices, opinions and consultations from professionals of your choice, in particular prior to the sale of Common Stock, with respect to any applicable tax consequences.
The company does not warrant in any way the tax treatment which will be applied to operations that will be realized by the Beneficiary on the Award or the continuation of the current tax regime.
7.Questions. If you have questions regarding these or any other terms and conditions applicable to your Award, including the applicable income tax consequences please see the prospectus for the Plan which is available on the Company’s intranet site. You can request a paper copy of the prospectus for the Plan from the Plan Administrator.
2.
177358886 v2
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Sangamo Therapeutics, Inc. 10-K 12/31/23 96:41M Workiva Inc Wde… FA01/FA 2/23/23 Sangamo Therapeutics, Inc. 10-K 12/31/22 87:116M Workiva Inc Wde… FA01/FA 2/24/22 Sangamo Therapeutics, Inc. 10-K 12/31/21 94:51M Workiva Inc Wde… FA01/FA 2/24/21 Sangamo Therapeutics, Inc. 10-K 12/31/20 89:14M Workiva Inc Wde… FA01/FA |