Exhibit 10.12
RESTRICTED STOCK UNIT AGREEMENT
Progenity, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “RSU Agreement”) is attached a Restricted Stock Unit Award to acquire a certain number of shares of Common Stock upon the vesting and settlement of such award as set forth in the Grant Notice and this RSU Agreement (the “RSU Award”). The RSU Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Progenity, Inc. 2021 Inducement Plan (the “Plan”), the provisions of which are incorporated herein by reference. By accepting the grant, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this RSU Agreement and the Plan, (b) acknowledges and agrees to all of the terms and conditions of the RSU Award as set forth in the Grant Notice, this RSU Agreement and the Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, this RSU Agreement or the Plan.
Participant’s termination of Continuous Service:
The Participant shall not offer, sell, enter a contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of or transfer, or attempt to dispose of or transfer, the RSU Award (or any shares of Common Stock subject to the RSU Award) or any rights to acquire stock of the Company or any SpinCo under the RSU Award.