CARDIFF ONCOLOGY, INC.
STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Cardiff Oncology, Inc., a Delaware corporation (the “Company”) does hereby grant to Guobao Zhang (the “Optionee”), an option (the “Option”) that is NOT intended to qualify as an incentive stock option pursuant to Section 422(b) of the Internal Revenue Code, to purchase shares of the Company’s common stock (“Stock”) in the number and subject to terms and conditions of this Stock Option Grant Agreement (the “Grant Agreement”). The following are the general terms of the Option for shares of Stock (“Option Shares”) granted to Optionee by this Grant Agreement.
The grant date of the Option (“Grant Date”) is April 14, 2025
The number of Option Shares granted to Optionee is 35,040 shares of Stock.
The exercise price (“Exercise Price”) at which Optionee can purchase Option Shares is $2.79 per share.
This Option is not immediately exercisable.
The first day that Option Shares commence to vest is April 14, 2025 (“Vesting Commencement Date”).
Option Shares shall vest in accordance with the following schedule (“Vesting Schedule”):
8,760 of the Options vest on April 14, 2026 and 730 vest monthly for 36 months beginning on May 14, 2026, provided the Optionee on the vesting date continues to provide services to the Company or an Affiliate.
The Option shall expire, and be of no further force or effect, on the tenth anniversary of the Grant Date; provided, however, the Option shall expire within (i) ninety (90) days of termination of service in the event Optionee’s service with the Company or its Affiliates is terminated for any reason other than for Cause or because of Disability or death or (ii) six (6) months following the date of Optionee’s termination of employment with the Company or its Affiliates due to the Optionee’s death or Disability.
The entire Option (vested or unvested) held by the Optionee immediately prior to the termination of Optionee’s employment shall immediately terminate upon such termination of employment if such termination of employment was for Cause.
This option may be exercised by delivering to the Secretary of the Company (i) a written Notice of Intention to Exercise in the form attached hereto as Exhibit A signed by the Optionee and specifying the number of Optioned Shares he desires to purchase,