Exhibit 10.23
CYCLERION THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Name: | Regina Graul |
Number of Shares of Restricted Stock: | 50,000 |
Date of Grant: | December 1, 2023 |
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This agreement (this “Agreement”) evidences the grant of shares of restricted Stock by Cyclerion Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Cyclerion Therapeutics, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
In the event of a Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of outstanding and then unvested shares of Restricted Stock be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan. References in this Agreement to the shares of Restricted Stock refer, mutatis mutandis, to any such restricted amounts.
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE CYCLERION THERAPEUTICS, INC 2019 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND CYCLERION THERAPEUTICS, INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF CYCLERION THERAPEUTICS, INC.
As soon as practicable following the vesting of any such shares of Restricted Stock the Company shall cause a certificate or certificates covering such shares, without the aforesaid legend, to be issued and delivered to the Participant. If any shares of Restricted Stock are held in book-entry form, the Company may take such steps as it deems necessary or appropriate to record and manifest the restrictions applicable to such shares.
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[Signature page follows.]
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The Company, by its duly authorized officer, and the Participant have executed this Agreement as of the date first set forth above.
CYCLERION THERAPEUTICS, INC.
By: | /s/ Errol De Souza, Ph.D. |
Name: | Errol De Souza, Ph.D. |
Title: | Chairman of the Board |
Agreed and Accepted:
By /s/ Regina Graul, Ph.D.
Regina Graul, Ph.D.
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EXHIBIT A
ACKNOWLEDGMENT AND STATEMENT OF DECISION
REGARDING ELECTION PURSUANT TO SECTION 83(b)
OF THE INTERNAL REVENUE CODE
The undersigned, a grantee of restricted shares of common stock (the “Restricted Stock”) of Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), pursuant to a Restricted Stock Agreement, dated as of December 1, 2023, between the undersigned and the Company (the “Restricted Stock Agreement”), hereby states, as of the date of grant of the Restricted Stock, as follows:
1. The undersigned acknowledges receipt of a copy of the Restricted Stock Agreement. The undersigned has carefully reviewed the Restricted Stock Agreement.
2. The undersigned either [check as applicable]:
(a) has consulted, and has been fully advised by, the undersigned’s own tax advisor, , whose business address is , regarding the federal, state and local tax consequences of purchasing the Restricted Stock under the Restricted Stock Agreement, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and pursuant to the corresponding provisions, if any, of applicable state laws; or
(b) has knowingly chosen not to consult such tax advisor.
3. The undersigned hereby states that the undersigned has decided to make an election pursuant to Section 83(b) of the Code and is submitting to the Company together with the undersigned’s executed Restricted Stock Agreement, a copy of an executed election form which is attached as Exhibit B to the Restricted Stock Agreement.
4. Neither the Company nor a representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of his or her purchasing the Restricted Stock pursuant to the Restricted Stock Agreement or of the making or failure to make an election pursuant to Section 83(b) of the Code or corresponding provisions, if any, of applicable state law.
5. The undersigned is also submitting to the Company, together with the undersigned’s executed Restricted Stock Agreement, a copy of an executed election form, if an election is made, by the undersigned pursuant to provisions of state law corresponding to Section 83(b) of the Code, if any, that apply to the purchase of the Restricted Stock by the undersigned.
Date:
Participant
Exh. A-1
EXHIBIT B
ELECTION PURSUANT TO SECTION 83(b)
OF THE INTERNAL REVENUE CODE
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the property described below over the amount paid for such property.
The following information is submitted in accordance with Treas. Regs. § 1.83-2(e):
1. Name of Taxpayer: [insert name of person making the election].
Address: [insert street address, city or town, state and ZIP code of person making the election].
Taxpayer Identification No.: [insert Social Security Number]
2. Property for which election is made: [] shares (the “Shares”) of Common Stock of Cyclerion Therapeutics, Inc. (the “Company”).
3. Date of Transfer: [].
Taxable year for which election is made: calendar year [].
4. Restrictions to which property is subject: The Shares are subject to forfeiture in the event the Taxpayer’s employment terminates prior to the vesting of the Shares.
5. The fair market value of the Shares at the time of their transfer (without regard to restrictions) was $[] ($[] per share).
6. Amount paid for the property: $[].
7. A copy of this election has been furnished to the Company and to each other person, if any, required to receive the election pursuant to Treas. Regs. § 1.83-2(d)
The undersigned taxpayer will file this election with the Internal Revenue Service office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. The undersigned taxpayer is the person performing the services in connection with which the property was transferred.
Please acknowledge receipt of this election by signing or stamping the enclosed copy of this election and return it in the enclosed, self-addressed, stamped envelope.
Date:
Taxpayer
Exh. B-1