Exhibit 10.17
PROKIDNEY CORP.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
(For Non-Employee Directors)
This Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the non-employee director whose name appears below (the “Director”) in order to set forth the terms and conditions of Non-Qualified Stock Options (the “Options”) granted to the Director under the ProKidney Corp. 2022 Incentive Equity Plan (as may be amended and restated from time to time, the “Plan”).
Director’s Name:
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Award Type | “Date of Grant” | Number of Shares Subject to Options | “Exercise Price” | “Vesting Schedule” |
Non-Qualified Stock Options |
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Subject to the attached Terms and Conditions and the terms of the Plan, which are incorporated herein by reference, the Company hereby grants to the Director, on the Date of Grant as set forth above, and the Director hereby accepts, the number of Options, with the Exercise Price and Vesting Schedule, each as set forth above. Capitalized terms used but not otherwise defined herein or in the attached Terms and Conditions shall have the meanings ascribed to such terms in the Plan.
IN WITNESS WHEREOF, the Company and the Director have duly executed and delivered this Agreement as of the Date of Grant.
PROKIDNEY CORP. |
| DIRECTOR | |
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By: |
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| Name: [●] |
| Name: |
| Title: [●] |
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PLEASE RETURN ONE SIGNED COPY OF THIS AGREEMENT TO:
ProKidney Corp.
2000 Frontis Plaza Boulevard, Suite 250
Winston-Salem, North Carolina 27103
Attn: [Todd Girolamo, Chief Legal Officer]
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ProKidney Corp.
2022 INCENTIVE EQUITY PLAN
Terms and Conditions of Option Grant
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Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate be liable to the Director on account of failure of the Options to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.
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