Exhibit 10.1
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS A PRIVATE OR CONFIDENTIAL.
Name: [●]
Target Number of Performance Stock Units subject to Award: [●]
Date of Grant: [●]
ULTRAGENYX PHARMACEUTICAL INC.
2014 INCENTIVE PLAN
PERFORMANCE STOCK UNIT AGREEMENT (2023)
This agreement (this “Agreement”) evidences an award (the “Award”) of performance stock units (the “Performance Stock Units”) granted by Ultragenyx Pharmaceutical Inc. (the “Company”) to the undersigned (the “Grantee”) pursuant to and subject to the terms of the Ultragenyx Pharmaceutical Inc. 2014 Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
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Notwithstanding anything to the contrary in this Section 3(b), in the event that the Company fails to achieve the threshold level of performance under the Revenue Vesting Metric during the Revenue and Strategic Performance Period, the vesting of the Revenue PSUs shall immediately cease and all of the Revenue PSUs shall be immediately forfeited as of the last day of the Revenue and Strategic Performance Period.
Notwithstanding anything to the contrary in this Section 3(d), in the event that the Company fails to achieve the threshold level of performance under the Strategic Vesting Metric during the Revenue and Strategic Performance Period, the vesting of the Strategic PSUs shall immediately cease and all of the Strategic PSUs shall be immediately forfeited as of the last day of the Revenue and Strategic Performance Period.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.
ULTRAGENYX PHARMACEUTICAL INC.
By:
Name:
Title:
Dated:
Acknowledged and Agreed:
By:
[Grantee’s Name]
[Signature Page to Performance Stock Unit Agreement]
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Appendix A
The performance metric applicable to the Revenue PSUs shall be GAAP revenue for the Company over the Revenue and Strategic Performance Period, with the number of Earned Revenue PSUs equal to the number of Revenue PSUs subject to the Award multipled by the applicable percentage set forth in the following table:
Level of Performance | Aggregate GAAP Revenue(1) for FY 2023 and FY 2024 | Earned Revenue PSUs(2) |
Threshold | $[***] | 50% |
Target | $[***] | 100% |
Maximum | $[***] | 200% |
(1) Target revenue assumes [***].
(2) For performance between threshold and target and between target and maximum, the percentage of the Revenue PSUs that become Earned Revenue PSUs will be determined on a straight-line interpolated basis.
Appendix A to Performance Stock Unit Agreement
Appendix B
The performance metric applicable to the TSR PSUs shall be the Company’s Total Stockholder Return (as defined below) relative to the Total Stockholder Return of the companies in the NASDAQ Biotechnology Index (NBI) (the “Peer Group”), with the number of Earned TSR PSUs equal to the number of TSR PSUs subject to the Award multiplied by the applicable percentage set forth in the following table:
Level of Performance | TSR Percentile(1) | Earned TSR PSUs(2) |
Threshold | 25th | 25% |
Target | 50th | 100% |
Stretch | 75th | 150% |
Maximum | 90th | 200% |
(1) TSR Percentile is calculated based on the Company’s ranking within the Peer Group based on its Total Stockholder Return as compared to the Total Stockholder Return of each member of the Peer Group.
(2) For performance between threshold and target, between target and stretch and between stretch and maximum, the percentage of the TSR PSUs that become Earned TSR PSUs will be determined on a straight-line interpolated basis.
“Total Stockholder Return” of the Company and of each member of the Peer Group shall be determined pursuant to the following formula:
Total Stockholder Return = (Final Stock Price - Initial Stock Price) + Reinvested Dividends
Initial Stock Price
For purposes of this formula, (a) “Final Stock Price” shall be the relevant company’s average closing stock price for the two-month period preceding the last trading day of the TSR Performance Period, (b) “Initial Stock Price” shall be the relevant company’s average closing stock price for the two-month period preceding the first trading day of the Performance Period, and (c) “Reinvested Dividends” shall be the aggregate number of shares (including fractional shares) that could have been purchased during the TSR Performance Period had each cash dividend paid on a single share during that period been immediately reinvested in additional shares (or fractional shares) at the closing stock price on the applicable dividend payment date. Each of the foregoing amounts shall be equitably adjusted for stock splits, stock dividends, recapitalizations and other similar events affecting the shares in question without the issuer’s receipt of consideration.
Appendix B to Performance Stock Unit Agreement
Appendix C
The performance metric applicable to the Strategic PSUs shall be based on the number of strategic goals (as listed below) achieved over the Revenue and Strategic Performance Period, with the number of Earned Strategic PSUs equal to the number of Strategic PSUs subject to the Award multipled by the applicable percentage set forth in the following table:
Strategic Goals
Level of Performance | Number of Strategic Goals Achieved | Earned Revenue PSUs |
Threshold | 2 out of 5 | 50% |
Target | 3 out of 5 | 100% |
Stretch | 4 out of 5 | 150% |
Maximum | 5 out of 5 | 200% |
Appendix C to Performance Stock Unit Agreement