Exhibit 10.19
PROKIDNEY CORP.
INCENTIVE STOCK OPTION AWARD AGREEMENT
This Incentive Stock Option Award Agreement (“Agreement”) is entered into by and between ProKidney Corp. (the “Company”) and the employee whose name appears below (the “Participant”) in order to set forth the terms and conditions of Incentive Stock Options (the “Options”) granted to the Participant under the ProKidney Corp. 2022 Incentive Equity Plan (as may be amended and restated from time to time, the “Plan”).
Participant’s Name: Timothy Bertram
Award Type | “Date of Grant” | Number of Shares Subject to Options | “Exercise Price” | “Vesting Schedule” |
Incentive Stock Options | October 20, 2022 | 3,639,607 Class A ordinary shares | US$10.33 | See Agreement and Appendix A
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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 Participant, on the Date of Grant as set forth above, and the Participant 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 Participant have duly executed and delivered this Agreement as of the Date of Grant.
PROKIDNEY CORP. |
| PARTICIPANT | |
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By: | /s/ Todd Girolamo |
| /s/ Timothy Bertram |
| Name: Todd Girolamo |
| Name: Timothy Bertram |
| Title: Chief Legal Officer |
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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
ProKidney Corp.
2022 INCENTIVE EQUITY PLAN
Terms and Conditions of Option Grant
Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant 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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Appendix A
Vesting Conditions
(ii) the service-based vesting condition applicable to such Tranche described in Section 3 of this Appendix A (the “Service Condition”).
Tranche | Price Hurdle (per Share) |
1 | $15 |
2 | $20 |
3 | $25 |
(30) consecutive Trading Day period during the Performance Period exceeds
(B) the Price Hurdle applicable to such Tranche.
A-2