Exhibit 10.27
Vaxcyte, Inc.
RSU Award Grant Notice – Non-U.S.
(2020 Equity Incentive Plan)
Vaxcyte, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2020 Equity Incentive Plan (the “Plan”) and the RSU Award Agreement, including any special terms and conditions for your country of residence and/or work set forth in the appendix attached hereto (the “Appendix” and together, the “Agreement”), both of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement, as applicable.
Participant:
Date of Grant:
Vesting Commencement Date:
Number of Restricted Stock Units:
Vesting Schedule: [__________________________________________________________________]. Notwithstanding the foregoing, except as set forth below, vesting shall terminate upon the Participant’s termination of Continuous Service.
Issuance Schedule: One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.
Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:
Vaxcyte, Inc. By:_____________________________________ Signature Title:____________________________________ Date:____________________________________ | Participant: ________________________________________ Signature Date:____________________________________ |
Vaxcyte, Inc.
2020 Equity Incentive Plan
RSU Award Agreement – Non-U.S.
As reflected by your RSU Award Grant Notice (“Grant Notice”), Vaxcyte, Inc. (the “Company”) has granted you a RSU Award under its 2020 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this RSU Award Agreement (the definition of which shall include any special terms and conditions for your country of residence and/or work set forth in the appendix attached hereto (the “Appendix”)) for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.
The general terms applicable to your RSU Award are as follows:
1.
2.
then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Common Stock in the open public market or acquiring shares of Common Stock, but, if you are subject to United States taxation in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with U.S. Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulations Section 1.409A-1(d).
3.
4.
5.
6.
* * * *
7.
APPENDIX TO RSU AWARD AGREEMENT
This Appendix includes special terms and conditions that govern the RSU Award granted to you under the Plan if you reside and/or work in one of the countries listed below.
The information contained herein is general in nature and may not apply to your particular situation, and you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer employment and/or residency to another country after the Date of Grant, are a consultant, change employment status to a consultant position, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you. References to your employer shall include any entity that engages your services.
Switzerland
Data Privacy. The Company is part of an international group of companies. For purposes of properly administrating the Plan within the Company, it may be necessary for the Company to transmit your personal data to Affiliates of the Company or third-party service providers within or outside Switzerland. By accepting the grant of your RSU Award and participating in the Plan you explicitly consent to the transfer of your personal data to the aforementioned countries and acknowledge and agree that there is a risk, in particular, that the rights provided for by Swiss and EU data protection laws may not or only be guaranteed to a limited extent and that foreign authorities (particularly U.S. intelligence services) may gain access to your personal data with or without your knowledge and/or any means of legal redress against such access. Such access may also result in further observations and processing of your personal data by such foreign authorities
1.