Exhibit 10.3
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE CEREVEL THERAPEUTICS HOLDINGS, INC.
2020 EQUITY INCENTIVE PLAN
Name of Grantee: |
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Target No. of Restricted Stock Units: |
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Grant Date: |
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Performance Period: |
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Pursuant to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby grants an award (an “Award”) of the target number of Restricted Stock Units listed above (the “Target Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
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CEREVEL THERAPEUTICS HOLDINGS, INC.
By: Kenneth DiPietro, Chief Human Resources Officer
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.
Dated:
Grantee’s Signature
Grantee’s name and address:
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Schedule A
Annualized Absolute TSR = [1 + Total Shareholder Return]^(1/Performance Period) – 1
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i. In the event a bankruptcy proceeding is commenced during the Performance Period with respect to any Peer Group Member, or if at any time during the Performance Period a Peer Group Member is liquidated due to an insolvency, such Peer Group Member shall remain in the group with an ending price of $0;
ii. In the event that a merger, acquisition or business combination of a Peer Group Member by or with another Peer Group Member is consummated during the Performance Period, then the entity that survives as a result of such merger, acquisition, or business combination will be considered a Peer Group Member for purposes of TSR percentile ranking for the Performance Period;
iii. In the event that (a) a Peer Group Member ceases to be a publicly-traded company for any reason other than bankruptcy or a liquidation due to insolvency, or (b) a merger, acquisition or business combination of a Peer Group Member by or with an entity that is not a Peer Group Member is consummated during the Performance Period, and such Peer Group Member is not the entity that survives as a result of such merger, acquisition, or business combination, then such Peer
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Group Member shall be removed and treated as if it had never been in the peer group for purposes of TSR percentile ranking for the Performance Period.
a. Outside a Sale Event. If the last day of the Performance Period is not a Sale Event, the number of Restricted Stock Units, if any, that become earned and vested following the completion of the Performance Period based on the achievement of the Company’s Annualized Absolute TSR shall be equal to the Absolute TSR Target Award multiplied by the “Percentage of Absolute TSR RSUs Earned” set forth in the table opposite the applicable level of performance based on the Company’s Annualized Absolute TSR.
Annualized Absolute TSR | Percentage of Absolute TSR RSUs Earned |
Less than 8.0% | 0% |
8.0% | 50% |
12.5% | 100% |
15.0% | 150% |
20.0% | 200% |
25.0% or greater | 250% |
For purposes of this Section 3(a) of this Schedule A, if the Annualized Absolute TSR falls between two levels, the percentage of Absolute TSR RSUs earned shall be interpolated on a straight-line basis and rounded down to the nearest whole Restricted Stock Unit, and for purposes of clarity, (i) in no event shall the percentage of the Absolute TSR Target Award that vests exceed 250%; and (ii) in the event the Annualized Absolute TSR does not equal or exceed 8.0%, no portion of the Absolute TSR Target Award shall vest.
b. Sale Event. If the last day of the Performance Period is a Sale Event, the number of Restricted Stock Units, if any, that become earned and vested upon the Sale Event based on the achievement of the Company’s Annualized Absolute TSR shall be equal to the Absolute TSR Target Award multiplied by the “Percentage of Absolute TSR RSUs Earned” set forth in the table opposite the applicable level of performance based on the Company’s Annualized Absolute TSR.
Annualized Absolute TSR | Percentage of Absolute TSR RSUs Earned |
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Less than 12.5% | 50% |
At least 12.5% but less than 15% | 100% |
At least 15% but less than 20% | 150% |
At least 20% but less than 25% | 200% |
At least 25% but less than 30% | 250% |
30% or greater | 275% |
For purposes of this Section 3(b) of this Schedule A and for clarity, in no event shall the percentage of the Absolute TSR Target Award that vests exceed 275%.
The number of Restricted Stock Units, if any, that become earned and vested following the completion of the Performance Period (including upon a Sale Event) based on the achievement of the Company’s TSR relative to the Peer Group Members shall be equal to the Relative TSR Target Award multiplied by the “Percentage of Relative TSR RSUs Earned” set forth in the table below opposite the applicable level of performance based on the Company’s TSR Percentile Rank.
TSR Percentile Rank | Percentage of Relative TSR RSUs Earned |
Less than 30th Percentile Rank | 0% |
Equal to 30th Percentile Rank | 50% |
Equal to 55th Percentile Rank | 100% |
Equal to 70th Percentile Rank | 150% |
Equal to 80th Percentile Rank | 200% |
Equal to 90th Percentile Rank or greater | 250% |
If the TSR Percentile Rank falls between two levels, the percentage of Relative TSR RSUs earned shall be interpolated on a straight-line basis. For purposes of clarity, in no event
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shall the percentage of the Relative TSR Target Award that vests exceed 250%; and (ii) in the event the TSR Percentile Rank does not equal or exceed the 30th percentile, no portion of the Target Award shall vest.
In the event of any ambiguity or discrepancy, the determination of the Administrator shall be final and binding.