Vaxxinity (VAXX) 10-K 2023 FY Annual report

VAXXINITY,INC.

COMPENSATION RECOUPMENT POLICY

This Compensation Recoupment Policy (the“

Policy

”) has been adopted by theBoard of Directors

(the “

Board

”) of Vaxxinity,Inc. (the “

Company

”) on October 3, 2023. This Policy provides for the recoupment of

certain executive compensation in the event of an accounting restatement resulting from material noncompliance

with financial reporting requirements under U.S. federal securities laws in accordance with the termsand conditions

set forth herein. This Policy is intended to comply with the requirements of Section 10D of the ExchangeAct (as

defined below) and Section 5608 of the Nasdaq Listing Rules (the “

Listing Rule

”).

1.Definitions. For the purposes of thisPolicy, the following terms shall have the meanings setforth below.

Capitalized terms used but not defined in this Policy shall have the meanings set forth in the 2021 Omnibus

Incentive Compensation Plan (as may be amended from time to time).

(a)“

Committee

” means the compensation committee of the Board or any successor committee thereof. If

there is no compensation committeeof the Board, references herein tothe “Committee” shall refer to theCompany’s

committee of independent directors that is responsible for executive compensation decisions, or in the absence of

such a compensation committee, the independent members of the Board.

(b)“

Covered Compensation

” means any Incentive-basedCompensation “received” bya Covered

Executive during the applicable Recoupment Period;

provided

that:

(i)such Incentive-based Compensation was receivedby such Covered Executive (A) onor after the Effective

Date, (B) after he or she commenced service as an Executive Officer and (C) while the Company had a class of

securities publicly listed on a United States national securities exchange; and

(ii)such Covered Executive served asan Executive Officer at any time duringthe performance period

applicable to such Incentive-based Compensation.

For purposes of this Policy, Incentive-based Compensation is “

received

” by a Covered Executive duringthe fiscal

period in which the Financial Reporting Measure applicable to such Incentive-based Compensation (or portion

thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter.

(c)“

Covered Executive

” means anycurrent or formerExecutive Officer.

(d)“

Effective Date

” means October2, 2023.

(e)“

Exchange Act

” means the U.S.Securities Exchange Actof 1934, as amended.

(f)“

Executive Officer

” means, with respect to the Company, (i) its president, (ii) its principal financial

officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-

president in charge of a principal business unit, division or function (such as sales, administration or finance), (v)

any other officer who performs a policy-makingfunction for the Company (including anyofficer of the Company’s

parent(s) or subsidiaries if they perform policy-making functions for the Company) and (vi) any other person who

performs similar policy-making functions for the Company. Policy-making function is not intended to include

policy-making functions that are not significant. The determination as to an individual’s status as an Executive

Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such

individual and all other interested persons.

(g)“

Financial Reporting Measure

” means any (i) measure that is determined and presented in

accordance with the accounting principles used in preparing the Company’s financial statements, (ii) stock price

measure or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any

measure referenced in clause (i), (ii) or (iii)above). For the avoidance of doubt, any suchmeasure does not need to

be presented within the Company’s financial statements or included in a filing with the U.S. Securities and

Exchange Commission to constitute a Financial Reporting Measure.

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(h)“

Financial Restatement

” means a restatement of the Company’s financial statements due to the

Company’s material noncompliance with any financial reporting requirementunder U.S. federal securities lawsthat

is required in order to correct:

(i)an error in previously issued financialstatements that is material to thepreviously issued financial

statements; or

(ii)an error that wouldresult in a materialmisstatement if the errorwere (A) corrected inthe current period or

(B) left uncorrected inthe current period.

For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the

Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the

previously issued financial statements and the correction of the error is also immaterial to the current period) or a

retrospective (1) application of a changein accounting principles; (2) revisionto reportable segment information due

to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued

operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common

control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.

(i)“

Incentive-based Compensation”

means any compensation (including, for the avoidance of doubt,

any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested

based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy,

“Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or

were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any

amounts under any long-term disability, life insurance or supplementalretirement or severance plan or agreementor

any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).

(j)“

Nasdaq

” means theNASDAQ Global SelectMarket, or any successorthereof.

(k)“

Recoupment Period

” means the three fiscal years completed immediately preceding the date of any

applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes

any transition period (that results from a change in the Company’s fiscal year) within or immediately following

those three completed fiscal years, providedthat a transition period between thelast day of the Company’s previous

fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months

would be deemed a completed fiscal year.

(l)“

Recoupment Trigger Date

” means the earlier of (i) the date that the Board (or a committee thereof

or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or

reasonably should have concluded, that the Companyis required to prepare a Financial Restatement,and (ii) the date

on which a court, regulator or other legallyauthorized body directs the Company to preparea Financial Restatement.

2.Recoupment ofErroneously Awarded Compensation.

(a)In the event of a Financial Restatement, if the amount of any Covered Compensation received by a

Covered Executive (the “

Awarded Compensation

”) exceeds the amount of suchCovered Compensation that would

have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the

“

Adjusted Compensation

”), the Company shall reasonably promptly recover from such Covered Executive an

amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a

pre-tax basis (such excess amount, the “

Erroneously Awarded Compensation

”).

(b)If (i) the Financial ReportingMeasure applicable to the relevant CoveredCompensation is stock price

or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the

amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the

information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be

determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial

Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon

which such Covered Compensation was received.

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(c)For the avoidance of doubt,the Company’s obligation to recover ErroneouslyAwarded Compensation

is not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of any Covered

Executive for the accounting errors or other actions leading to a Financial Restatement.

(d)Notwithstanding anything to the contrary in Sections2(a) through (c) hereof, the Company shallnot be

required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in any of the

following clauses (i) or (ii) are satisfied and(y) the Committee (or a majority of theindependent directors serving on

the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:

(i)the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded

Compensation under this Policy would exceed the amount of such Erroneously Awarded Compensation to be

recovered;

provided

that, before concluding that it would be impracticable to recover any amount of Erroneously

Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a reasonable attempt to

recover such Erroneously Awarded Compensation, document such reasonable attempt(s)to make such recovery and

provide that documentation to the Nasdaq; or

(ii)recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified

retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the

requirements of Sections 401(a)(13) or411(a) of the U.S. Internal Revenue Codeof 1986, as amended (the “

Code

”).

(e)The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that

such Covered Executive may incur inconnection with the recovery of ErroneouslyAwarded Compensation pursuant

to this Policy, including through the payment of insurance premiums or gross-up payments.

(f)The Committee shall determine, in itssole discretion, the manner and timingin which any Erroneously

Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including,

without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii) seeking

recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or

equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation

otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested

or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by

applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept

an amount that is less than the amount of Erroneously Awarded Compensation;

provided

that, to the extent

necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code,

any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of

the Code) shall be made in compliance with Section 409A of the Code.

3.Administration.This Policy shall be administeredby the Committee.All decisions of the Committeeshall

be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, heirs,

executors, administrators and any other legal representative. The Committee shall have full power and authority to

(i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency

in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary

or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the

Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the

contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and the Listing Rule, the

Board may, in its sole discretion, at any time and from timeto time, administer this Policy in the samemanner as the

Committee.

4.Amendment/Termination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy

may be amended or terminated by the Committeeat any time.To the extent that any applicable law, or stock market

or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in

addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of

the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law,

stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no

longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a

United States national securities exchange.

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5.Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the

requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations,

administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith).

The provisions of this Policy shall be interpretedin a manner that satisfies such requirementsand this Policy shall be

operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the

provision shall be interpreted and deemed amended so as to avoid such conflict.

6.Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in

addition to, and not in lieu of, anyother remedies, rights or requirements with respectto the clawback or recoupment

of any compensation that may be available to the Company pursuant to the terms of any other recoupment or

clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in

any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any

other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing

standards or regulations;

provided

,

however

, that any amounts recouped or clawed back under any other policy that

would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy

and vice versa.

7.Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation

under this Policy to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned

based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes,

without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of

metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the

Committee or the Board,

provided

that such amounts are in no way contingenton, and were not in any way granted

on the basis of, the achievement of any Financial Reporting Measure performance goal.

8.Miscellaneous.

(a)Any applicable award agreement or other document setting forth the terms and conditions of any

compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this

Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of

doubt, this Policy applies to all compensationthat is received on or after the Effective Date,regardless of the date on

which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s

compensation became effective, including, without limitation, compensation received under the 2021 Omnibus

Incentive Compensation Plan and any successor plan thereto.

(b)This Policy shall be binding andenforceable against all Covered Executivesand their beneficiaries,

heirs, executors, administrators or other legal representatives.

(c)All issues concerning the construction, validity, enforcement and interpretation of this Policy and all

related documents, including, without limitation, any employment agreement, offer letter, equity award agreement

or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware,

without giving effect to any choice of lawor conflict of law rules or provisions(whether of the State of Delawareor

any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of

Delaware.

(d)The Covered Executives, their beneficiaries, executors, administrators and any other legal

representative and the Company shall initially attempt to resolve all claims, disputes or controversies arising under,

out of or in connection with this Policy by conducting good faith negotiations amongst themselves. To ensure the

timely and economical resolution of disputes that arise in connection with this Policy, the federal and state courts

sitting within the State of Delaware shall be the sole and exclusive forums for any and all disputes, claims, or causes

of action arising from or relating to the enforcement, performance or interpretation of this Policy. The Covered

Executives, their beneficiaries, executors, administrators and any other legal representative and the Company, shall

not commence any suit, action or other proceeding arising out of or based upon this Agreement except in the United

States District Court for the District of Delaware or any Delaware court, and hereby waive, and agree not to assert,

by way of motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that such party is not

subject to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or

execution, that the suit, action or proceedingis brought in an inconvenient forum,that the venue of the suit, action or

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proceeding is improper or that this Policyor the subject matter hereof may not beenforced in or by such courts. To

the fullest extent permitted by law, the Covered Executives, their beneficiaries, executors, administrators, and any

other legal representative, and the Company, shall waive (and shall hereby be deemed to have waived) the right to

resolve any such dispute through a trial by jury.

(e)If any provision of this Policyis determined to be unenforceable orinvalid under any applicable law,

such provision will be applied to the maximum extent permitted by applicable law and shall automaticallybe

deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations

required under applicable law.