Exhibit 10.3
CYTOMX THERAPEUTICS, INC.
2015 EQUITY INCENTIVE PLAN
RESTRICTED SHARE UNIT AWARD GRANT NOTICE
CytomX Therapeutics, Inc., a Delaware corporation, (the “Company”), pursuant to its 2015 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted share units (“Restricted Share Units” or “RSUs”). Each vested Restricted Share Unit represents the right to receive, in accordance with the Restricted Share Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one Share. This award of Restricted Share Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Unit Award Grant Notice and the Agreement.
Participant: | [__________________________] |
Grant Date: | [__________________________] |
Total Number of RSUs: | [_____________] |
Vesting Commencement Date: | [_____________] |
Vesting Schedule: | Except as otherwise provided in the Plan, the RSUs shall vest [_____________], if, and only if, Participant is, and has been, continuously (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’ policies): (i) employed by the Company or any of its Subsidiaries, (ii) serving as a Non-Employee Director or (iii) providing services to the Company or any of its Subsidiaries as an advisor or consultant, in each case, from the Grant Date through and including such date. |
Termination: | In the event Participant ceases to continuously be (except for any absence for vacation, leave, etc. in accordance with the Company’s or its Subsidiaries’ policies): (i) employed by the Company or any of its Subsidiaries, (ii) serving as a Non-Employee Director or (iii) providing services to the Company or any of its Subsidiaries as an advisor or consultant, then all RSUs that have not become vested on or prior to the date of such termination will thereupon be automatically forfeited by Participant without payment of any consideration therefor. |
Participant understands that the terms of this award of RSUs explicitly include the following (a “Sell to Cover”):
Upon vesting of the RSUs and issuance of the resulting Shares, the Company, on Participant’s behalf, will instruct the Company’s transfer agent (together with any other party the Company determines necessary to execute the Sell to Cover, the “Agent”) to sell that number of Shares determined in accordance with Section 2.6 of the Agreement as may be necessary to satisfy any resulting withholding tax obligations on the Company, and the Agent will remit the cash proceeds of such sale to the Company. The Company shall then make a cash payment equal to the required tax withholding from the cash proceeds of such sale directly to the appropriate taxing authorities.
If the Company uses an electronic capitalization table system (such as Shareworks, Carta or Equity Edge) and the fields in this Grant Notice are blank or the information is otherwise provided in a different format
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electronically, the blank fields and other information will be deemed to come from the electronic capitalization system and is considered part of this Grant Notice.
By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Plan, the Agreement and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Agreement and this Grant Notice. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, the Agreement or this Grant Notice.
CYTOMX THERAPEUTICS, INC.: Participant: | PARTICIPANT: | ||
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EXHIBIT A
TO RESTRICTED SHARE UNIT AWARD GRANT NOTICE
RESTRICTED SHARE UNIT AWARD AGREEMENT
Pursuant to the Restricted Share Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Share Unit Award Agreement (this “Agreement”) is attached, CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), has granted to Participant the number of restricted share units (“Restricted Share Units” or “RSUs”) set forth in the Grant Notice under the Company’s 2015 Equity Incentive Plan, as may be amended from time to time (the “Plan”). Each Restricted Share Unit represents the right to receive one Share upon vesting.
GENERAL
GRANT OF RESTRICTED SHARE UNITS
1
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2
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This Section 2.6(b) shall terminate not later than the date on which all tax withholding and obligations arising in connection with the vesting and issuance of the RSUs have been satisfied.
OTHER PROVISIONS
3
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4
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5
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6
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