EXHIBIT 10.3
Impel Pharmaceuticals Inc.
Management Incentive Plan
(adopted __, 2023)
(a) The Corporate Transaction is consummated.
(b) The Participant must be actively employed by the Company as of immediately prior to the Closing in order to be eligible to receive the Bonus Amount.
(c) The Participant shall have signed and returned a Corporate Transaction Bonus Agreement on or prior to the Closing Date.
(d) The Participant shall not receive a Bonus Amount if the Administrator determines that such Participant has breached his or her obligations under this Plan or any confidential information and invention assignment agreement between the Participant and the Company or has materially breached any other contract between the Participant and the Company.
(e) The Participant shall, upon request of the Company, have executed and delivered such other agreements or documents determined necessary by the Company to bind Participant to any indemnification obligations set forth in the definitive agreement evidencing the Corporate Transaction;
(f) Notwithstanding any provisions in this Section 5 to the contrary, a Participant shall not be entitled to receive a Bonus Amount unless such Participant has signed a general release (in a form prescribed by the Company) of all known and unknown claims that the Participant may then have against the Company or persons affiliated with the Company, and its subsidiaries, parents, predecessors and successor corporations and assigns (a “Release”), and not revoked such Release, on or before the sixtieth (60th) day following the Closing Date.
(g) Notwithstanding any provisions in this Section 5 to the contrary, a Participant shall not be entitled to receive a Bonus Amount unless such Participant has voted any voting-eligible shares that the Participant owns, or with respect to which such Participant has discretionary voting power, in favor of the Corporate Transaction, and executed (and not revoked) all agreements and documents requested by the Company that are required to effect such vote by the applicable due dates.
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“Administrator” means the Board or the Company’s Compensation Committee.
“Board” means the Board of Directors of the Company, provided that if the Board of Directors has delegated authority under the Plan to any committee thereof, the Board shall mean that committee.
“Bonus Pool” means the maximum amount available for distribution to all Participants under Section 4 of the Plan upon the consummation of a Corporate Transaction.
“Closing” means the consummation of the Corporate Transaction.
“Closing Date” means the date on which the Closing occurs.
“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific Section of the Code or regulation thereunder shall include such Section or regulations, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.
“Compensation Committee” means a subset of the members of the Board who comprise of the Compensation Committee that was established by the Board.
“Corporate Transaction” means the occurrence of any of the following events: (a) the consummation of a transaction, including a merger or consolidation of the Company with any other entity, pursuant to which all or substantially all of the outstanding equity of the Company are acquired by another person or entity; or (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets, provided that each such transaction also constitutes a change in control event under U.S. Treasury Regulation 1.409A-3(i)(5)(v) or (vii).
“Corporate Transaction Bonus Agreement” means the written agreement between a Participant and the Company evidencing such Participant’s participation under, and agreement to be bound by the terms of, this Plan.
“Effective Date” means __, 2023.
“Net Consideration” means the total amount of the cash proceeds received by the Company and/or its security holders in connection with a Corporate Transaction after payment of taxes for the Company (if any) and all transaction expenses associated with such Corporate Transaction (with determination of any such "transaction expenses" made pursuant to the terms and conditions of the definitive agreement governing such Corporate Transaction or, if such terms are not defined in such agreement, then otherwise by the Plan Administrator in good faith), but calculated prior to any payments made or to be made to any holders of any Company debt (including, without limitation, any convertible debt). Net Consideration shall include amounts estimated to be distributable and/or issuable after the Closing pursuant to any escrow, holdback, indemnity, earn-out or similar arrangement, as determined by the Administrator in its sole discretion (each, a “Contingent Amount”). Net Consideration shall be calculated assuming that no amount is paid or payable under this Plan.
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“Participant” means each of the employees of the Company set forth in the attached Exhibit A and who has executed a Corporate Transaction Bonus Agreement.
“Plan” means this Management Incentive Plan, as may be amended, modified, or supplemented from time to time.
“Qualifying Advance” means the amount set forth in the New Retention Program for each Participant that is entered into between each Participant and the Company on or about the adoption date of this Plan.
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Corporate Transaction Bonus Agreement
This Corporate Transaction Bonus Agreement (the “Bonus Agreement”) provides for participation in the Company’s Management Incentive Plan (the “Plan”) as of __, 2023 by and between the Company and _______________ (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan.
WHEREAS, the Administrator has selected the Participant to participate in the Plan on the terms and conditions set forth herein, subject to Participant’s agreement to the terms and conditions of the Plan.
NOW, THEREFORE, in consideration of the mutual promises made herein, the parties hereby agree as follows.
1. Interest. The Participant’s bonus percentage is [__]% of the Net Consideration.
2. Bonus Amount. The Bonus Amount will be payable only if all conditions set forth in the Plan are satisfied, including the execution of a Release pursuant to Section 5(f) of the Plan.
3. Other Provisions.
(a) Entire Agreement. This Bonus Agreement and the Plan constitute the entire agreement between Participant and the Company with respect to the subject matter hereof and supersede all prior agreements, written or oral. This Agreement may be modified, amended or terminated as set forth in Section 9(a)(ii) of the Plan.
(b) No Assurances. Please understand that there can be no assurance that a Corporate Transaction will occur or that Participant will receive any amounts under the Plan. The Plan may be revoked or otherwise changed at any time prior to a Corporate Transaction pursuant to Section 9(a)(ii) of the Plan. If questions arise under the Plan, they will be resolved by the Administrator pursuant to the Plan. Also, neither the Plan nor this Agreement has any effect on the nature of Participant’s at-will employment.
Impel Pharmaceuticals Inc.
By:
Title:
Participant
Signature
Printed Name
Exhibit A
Plan Participants and Allocation of Interest
Participant Name | Interest (as percentage of Net Consideration) |
Adrian Adams | 0.30% |
Reserved | 0.15% |
Leonard Paolillo | 0.40% |
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