Exhibit 10.17
SAVARA INC.
RESTRICTED STOCK UNIT AGREEMENT (INDUCEMENT AWARD)
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
The Awardee has been granted an award of Restricted Stock Units (the “Award”) pursuant to this Agreement and the Savara Inc. 2021 Inducement Equity Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) Share of common stock of Savara Inc. (the “Company”), as follows:
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Number of Restricted Stock Units:_______, subject to adjustment as provided by the Restricted Stock Units Agreement.
Settlement Date: For each Restricted Stock Unit, except as otherwise provided by this Award Agreement, the first date that is administratively practicable following the date on which such unit becomes a Vested Unit (if any) in accordance with the vesting schedule set forth below; but no later than March 15th of the calendar year following the calendar year in which the Restricted Stock Units become Vested Units.
Vested Units: Except as provided by the Restricted Stock Units Agreement and provided that the Awardee’s relationship as a Service Provider has not terminated, the Number of Restricted Stock Units shall become Vested Units as follows:
[Vesting Schedule]
Notwithstanding the foregoing, in the event Awardee ceases to be a Service Provider due to the Company due to the Company’s, or a successor of the Company’s termination of Awardee’s service other than for Cause or Awardee’s death or disability or due to Awardee’s resignation for Good Reason, in either case within 24 months following a Change in Control, the Restricted Stock Units shall become fully vested and free from restrictions.
For the purposes of this Award, “Cause” shall mean the commission of any act of fraud, embezzlement or dishonesty by Awardee, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company or an Affiliate or a successor company (or a subsidiary or parent thereof), or any other intentional misconduct by such person adversely
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affecting the business affairs of the Company or any Parent or Subsidiary or a successor company (or a subsidiary or parent thereof) in a material manner.
For purposes of this Award, “Good Reason” shall mean, in each case without Awardee’s explicit written consent, which Awardee may withhold or provide in Awardee’s sole and absolute discretion, (i) a reduction by the Company or a Parent or Subsidiary or a successor company (or a subsidiary or parent thereof) of more than 10% in Awardee’s rate of annual base salary as in effect immediately prior to such Change in Control; (ii) a reduction by the Company or a Parent or Subsidiary (or a subsidiary or parent thereof) of more than 10% of Awardee’s individual annual target or bonus opportunity, except under circumstances where the Company or the Affiliate or the successor company (or a subsidiary or parent thereof) implement changes to the bonus structure of similarly situated employees, including but not limited to changes to the bonus structure designed to integrate the Company’s or Parent’s or Subsidiary’s personnel with other personnel of the successor company (or a subsidiary or parent thereof); (iii) a change in position that materially reduces Awardee’s level of responsibility, including the level of person to whom Awardee reports; or (iv) a relocation following the Change in Control of Grantee’s primary office location (A) by more than 50 miles or (B) that would reasonably be expected to increase Awardee’s commute such that Awardee’s total (i.e., round-trip) commute would reasonably be expected to increase by more than one hour per day; provided, however, that no such occurrence shall constitute Good Reason unless (x) the Awardee gives the Company a written notice of termination for Good Reason not more than 30 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice, and (z) the Awardee’s termination of employment occurs within 90 days following the Company’s receipt of such notice.
By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Awardee agree that the Award is governed by this Grant Notice as well as the attached Restricted Stock Units Agreement and by the provisions of the Plan, both of which are made a part of this document. The Awardee shall not be entitled to this Award, which shall not be treated as having been granted, until this Agreement is executed. The Awardee represents that the Awardee has read and is familiar with the provisions of the Plan and this Award Agreement, and hereby accepts the Award subject to all of their terms and conditions.
SAVARA INC. | |
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AWARDEE | |
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SAVARA INC.
RESTRICTED STOCK UNITS AGREEMET
Savara Inc. (“Savara” or the “Company”) has granted to the Awardee named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. This Award was granted under the Company’s 2021 Inducement Equity Incentive Plan (the “Plan”) as an “inducement grant” within the meaning of NASDAQ Listing Rule 5635(c)(4).
By signing the Grant Notice, the Awardee: (a) acknowledges receipt of and represents that the Awardee has read and is familiar with the Grant Notice, this Agreement, the Plan and the prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Company’s Board of Directors or its delegate (collectively, the “Board”) upon any questions arising under the Grant Notice or this Agreement.
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