Exhibit 10.3
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE BIOATLA, INC.
2020 EQUITY INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between BioAtla, Inc., a Delaware corporation (the “Company”), and [______] (the “Grantee”) and is made as of ________________, 2020 (the “Grant Date”).
RECITALS
WHEREAS, the Company maintains the BioAtla, Inc. 2020 Equity Incentive Plan (as it may be amended and/or restated from time to time, the “Plan”);
WHEREAS, the Plan permits the Company to award Restricted Stock Units with respect to shares of the Company’s common stock, $0.0001 par value per share (“Shares”), subject to the terms of the Plan; and
WHEREAS, the Company desires to grant Restricted Stock Units to the Grantee in accordance with the terms of this award agreement (this “Agreement”).
NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:
Vesting Date | Vesting Percentage on Vesting Date |
First anniversary of the Grant Date | 50% |
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The last day of each of the 24 months following the month in which the first anniversary of the Grant Date occurs | 2.08333% |
If the percentages above would result in a fraction of an RSU vesting on a vesting date, then the number of RSUs vesting on such vesting date shall be rounded up to the next whole number; provided, however, that in no event shall more than 100% of the RSUs become vested and settled.
Notwithstanding the foregoing, if neither a Change in Control nor the IPO has occurred prior to a vesting date set forth above, then no vesting shall occur on such date, and instead, the RSUs that would have vested on the vesting date set forth above but for this sentence (the “Liquidity Vesting RSUs”) shall remain unvested and shall become vested upon the occurrence of the earlier of a Change in Control and the IPO, and all remaining RSUs shall continue to vest in accordance with the vesting schedule set forth above.
Vesting of any RSUs in all cases is subject to the Grantee’s continued Service (as defined below) with the Company or one of its Subsidiaries from the Grant Date through and including the applicable vesting date, which in the case of Liquidity Vesting RSUs, shall be the date on which the earlier of a Change in Control and the IPO occurs. Except as otherwise specifically provided in Section 7.2 of the Plan, if the Grantee’s Service with the Company or any of its Subsidiaries terminates for any reason prior to the date on which all of the RSUs have become vested, regardless of whether such termination is initiated by the Grantee, by the Company or by any of the Company’s Subsidiaries, then all RSUs which are unvested as of the date of such termination shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. In addition, if the Grantee’s Service with the Company or any of its Subsidiaries is terminated for Cause, then any RSUs which have not been settled as of such termination of Service (even if such RSUs are vested) shall be forfeited immediately upon such termination with no compensation or other payment due to the Grantee or any other Person. For purposes of this Agreement, “Service” shall mean continuous service as an employee, non-employee member of the Company’s Board of Directors or independent contractor.
Notwithstanding anything to the contrary contained in any offer letter, severance agreement, employment agreement, consulting agreement or similar agreement between the Grantee and the Company or any of its Affiliates, (i) the RSUs shall not vest upon or following Grantee’s termination of Service except as provided in Section 7.2 of the Plan and (ii) the RSUs shall not vest upon a Change in Control, a change in control, a change of control or any similar event except as provided in this Agreement or in the Plan.
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[signature page follows]
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and the Grantee has placed his or her signature hereon evidencing his or her agreement to the terms hereof, effective as of the Grant Date.
BIOATLA, INC.
By:
Name:
Title:
grantee
Name:
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