Poseida Therapeutics, Inc.
RSU Award Grant Notice – Non-U.S.
(2020 Equity Incentive Plan)
Poseida Therapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (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 Award Agreement (the “Agreement”) (the definition of which shall include any special terms and conditions for your country set out in the attached appendix (the “Appendix”)), both of which are attached hereto and 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. In the event of any conflict between the terms in the RSU Award and the Plan, the terms of the Plan will control except as expressly overridden or amended in the Agreement.
Participant:
Date of Grant:
Vesting Commencement Date:
Number of Restricted Stock Units:
Vesting Schedule: Subject to the Participant’s Continuous Service through each applicable vesting date, the RSU Award will vest as follows:
[1/4th of the Restricted Stock Units will vest annually on each anniversary of the Vesting Commencement Date, so that the Restricted Stock Units are fully vested on the fourth anniversary of the Vesting Commencement Date.]
Issuance Schedule: One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 6 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:
Poseida Therapeutics, Inc. Participant:
By: _______________ _______________
Signature Signature
Title: _______________ Date: ___________
282103605 v1
Date: _______________
Attachments: RSU Award Agreement – Non-U.S. (including the Appendix), 2020 Equity Incentive Plan
282103605 v1
Poseida Therapeutics, Inc.
2020 Equity Incentive Plan
Award Agreement – Non-U.S. (RSU Award)
As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”) Poseida Therapeutics, 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 Award Agreement for your RSU Award (the “Agreement”) (the definition of which shall include any special terms and conditions for your country set out in the attached appendix (the “Appendix”)) 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. If there is any conflict between the terms in this RSU Award Agreement and the Plan, the terms of the Plan will control, except as expressly overridden or amended in this RSU Award Agreement.
The general terms applicable to your RSU Award are as follows:
Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.
1.
282103605 v1
2.
282103605 v1
then the shares that would otherwise be issued to you on the applicable vest date will not be delivered on such applicable vest date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market or on such other date determined by the Company, but in no event later than the Issuance Deadline.
The “Issuance Deadline” means (a) December 31 of the calendar year in which the applicable vest date occurs (that is, the last day of your taxable year in which the applicable vest date occurs), or (b) if and only if permitted in a manner that complies with 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 issuable as a result of the applicable vest date under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
282103605 v1
4.
282103605 v1
5.
282103605 v1
6.
282103605 v1
7.
282103605 v1
APPENDIX
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 any country 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.
8.
282103605 v1