RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BRIDGEBIO PHARMA, INC. AMENDED AND RESTATED 2019 INDUCEMENT EQUITY PLAN
Exhibit 10.3
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE BRIDGEBIO PHARMA, INC.
AMENDED AND RESTATED 2019 INDUCEMENT EQUITY PLAN
Name of Grantee: |
|
No. of Restricted Stock Units: |
|
Grant Date: |
|
Pursuant to the BridgeBio Pharma, Inc. Amended and Restated 2019 Inducement Equity Plan as amended through the date hereof (the “Plan”), BridgeBio Pharma, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. This Award is granted as an “employment inducement award” pursuant to the exemption provided by Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.
1.
Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.
2.
Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the dates specified in the following schedule; provided, that the Grantee continues to have a Service Relationship with the Company or a Subsidiary on each applicable vesting date: [___________________].
The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.
3.
Termination of Service Relationship. If the Grantee’s Service Relationship with the Company or a Subsidiary terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.
4.
Issuance of Shares of Stock. As soon as practicable following each vesting date (but in no event later than two and one-half months after the end of the year in which the vesting date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.
5.
Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
6.
Tax Withholding. As applicable and in accordance with applicable tax laws, the Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes and/or social insurance contribution required by law to be withheld on account of such taxable event. In such event, (a) if the Grantee is then a member of the Board of Directors of the Company and/or an “officer” (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company, the Company shall, on a mandatory basis, cause the required tax withholding and/or social insurance contribution obligation to be satisfied in whole by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due and (b) if the Grantee is not then a member of the Board of Directors of the Company or an “officer” (as defined in the Exchange Act), the Company shall, on a mandatory basis, cause the required tax withholding and/or social insurance contribution obligation to be satisfied in whole by an irrevocable “sell-to-cover” arrangement whereby a brokerage firm designated by the Company that is a member of the Financial Industry Regulatory Authority (i) sells on behalf of the Grantee a number of shares of Stock to be delivered in connection with the settlement of this Award in an amount sufficient to satisfy the required tax withholding and/or social insurance contribution obligation and (ii) irrevocably commits to forward the proceeds from such sale directly to the Company. The mandatory “sell-to-cover” arrangement described in clause (b)
is imposed by the Company on Grantee in connection with the receipt of this Award and is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and to be interpreted to meet the requirements of Rule 10b5-1(c). In addition, the Grantee hereby certifies that Grantee is adopting this Agreement, including this Section 6, in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) and Rule 10b-5 of the Exchange Act.
7.
Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.
8.
No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee’s Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s Service Relationship with the Company or a Subsidiary at any time.
9.
Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.
10.
Data Privacy Consent. In order to administer the Plan and this Agreement, to implement, manage and administer the Grantee’s participation in the Plan, and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all equity awards or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) voluntarily consents to and authorizes the Company to hold, collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; (iv) understands that the Relevant Information may be transferred to one or more stock plan service provider(s) selected by the Company, which may assist the Company with the implementation, administration, and management of the Plan; (v) understands that the recipients of the Relevant Information may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different, including less stringent, data privacy laws and protections than the Grantee’s country of residence; and (vi) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
11.
Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
2
|
||
|
||
By: |
|
|
|
Name: |
|
|
Title: |
|
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.
Dated: |
|
|
|
|
|
|
|
|
▇▇▇▇▇▇▇’s Signature |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇▇’s name and address: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3