Exhibit 10.14
Fulcrum Therapeutics, Inc.
Restricted Stock Unit Agreement
Granted under 2022 Inducement Stock Incentive Plan
Fulcrum Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2022 Inducement Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Notice of Grant
Name of recipient (the “Participant”): |
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Grant Date: |
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Number of restricted stock units (“RSUs”) granted: |
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Number, if any, of RSUs that vest immediately on the grant date: |
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RSUs that are subject to vesting schedule: |
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Vesting Start Date: |
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Vesting Schedule:
Vesting Date: | Number of RSUs that Vest: |
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All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. |
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
| Fulcrum Therapeutics, Inc. |
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| By: Name of Officer Title: |
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Fulcrum Therapeutics, Inc.
Restricted Stock Unit Agreement
Granted under 2022 Inducement Stock Incentive Plan
Incorporated Terms and Conditions
The RSUs evidenced by this Agreement were granted to the Participant pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4), as an inducement that is material to the Participant’s employment with the Company.
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Schedule A
Automatic Sale Instructions
The undersigned hereby consents and agrees that any taxes due on a vesting date as a result of the vesting of RSUs on such date shall be paid through an automatic sale of shares as follows:
(a) Upon any vesting of RSUs pursuant to Section 2 hereof, the Company shall arrange for the sale of such number of shares of Common Stock issuable with respect to the RSUs that vest pursuant to Section 2 as is sufficient to generate net proceeds in the amount necessary to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon the vesting of the RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the net proceeds of such sale shall be delivered to the Company in satisfaction of such tax withholding obligations.
(b) The Participant hereby appoints the Chief Executive Officer, the Chief Financial Officer and the Chief Legal Officer (or a person holding a similar title), and any of them acting alone and with full power of substitution, to serve as his or her attorneys in fact to arrange for the sale of the Participant’s Common Stock in accordance with this Schedule A. The Participant agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares pursuant to this Schedule A.
(c) The Participant represents to the Company that, as of the date hereof, he or she is not aware of any material nonpublic information about the Company or the Common Stock and is not subject to any restriction on trading activities with respect to the Common Stock pursuant to any Company insider trading policy or other policy. The Participant and the Company have structured this Agreement, including this Schedule A, to constitute a “binding contract” relating to the sale of Common Stock, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.
The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.
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Participant Name: ________________
Date: __________________________
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