Exhibit 10.1
SANGAMO BIOSCIENCES, INC.
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT
RECITALS
A. The Board has adopted the
Plan for the purpose of retaining the services of selected
Employees, non-employee members of the Board (or the board of
directors of any Parent or Subsidiary) and consultants and other
independent advisors who provide services to the Corporation (or
any Parent or Subsidiary).
B. Participant is to render
valuable services to the Corporation (or a Subsidiary), and this
Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation’s
issuance of shares of Common Stock to the Participant under the
Stock Issuance Program.
C. All capitalized terms in this
Agreement shall have the meaning assigned to them in the attached
Appendix A.
NOW,
THEREFORE , it is hereby agreed as follows:
1. Grant of Restricted
Stock Units . The Corporation hereby awards to the
Participant, as of the Award Date, Restricted Stock Units under the
Plan. Each Restricted Stock Unit represents the right to receive
one share of Common Stock on the specified issuance date following
the vesting of that unit. The number of shares of Common Stock
subject to the awarded Restricted Stock Units, the applicable
vesting schedule for those shares, the date on which those vested
shares shall become issuable to Participant and the remaining terms
and conditions governing the award (the “Award”) shall
be as set forth in this Agreement.
AWARD SUMMARY
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Award
Date:
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, 200 |
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Number of
Shares
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shares of Common Stock (the “Shares”) |
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Subject to
Award:
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Vesting
Schedule:
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The Shares shall vest in a series of
installments over the Participant’s continued Service as
follows: |
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(i) twenty-five percent (25%) of the
Shares shall vest upon the Participant’s completion of one
(1) year of Service measured from the Award Date and (ii) the
balance of the Shares shall vest in a series of thirty-six
(36) successive equal monthly installments upon the
Participant’s completion of each additional month of Service
over the thirty-six (36)-month period measured from the first
anniversary of the Award Date. However, one or more Shares may be
subject to accelerated vesting in accordance with the provisions of
Paragraph 5 of this Agreement. |
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Issuance
Schedule:
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Each Share in which the Participant
vests in accordance with the foregoing Vesting Schedule shall be
issued on the last business day of the calendar quarter in which
that Share vests or as soon as practicable thereafter, but in no
event later than the later of (i) the close of the calendar
year in which that Share vests or (ii) the fifteenth (15th)
day of the third (3rd) calendar month following such vesting date
(the “Issue Date”). The issuance of the Shares shall be
subject to the Corporation’s collection of all applicable
Withholding Taxes. The procedures pursuant to which the applicable
Withholding Taxes are to be collected are set forth in
Paragraph 7 of this Agreement. |
2. Limited
Transferability . Prior to the actual issuance of the
Shares which vest hereunder, the Participant may not transfer any
interest in the Award or the underlying Shares; provided,
however, any Shares which vest hereunder but which
otherwise remain unissued at the time of the Participant’s
death may be transferred pursuant to the provisions of the
Participant’s will or the laws of inheritance or to the
Participant’s designated beneficiary or beneficiaries of this
Award. The Participant may also direct the Corporation to issue
stock certificates for any Shares which in fact vest and become
issuable hereunder to one or more designated Family Members or a
trust established for the Participant and/or his or her Family
Members. The Participant may make a beneficiary designation or
certificate directive for this Award at any time by filing the
appropriate form with the Plan Administrator or its designee.
3. Cessation of
Service . Except as otherwise provided in Paragraph 5
below, should the Participant cease Service for any reason prior to
vesting in one or more Shares subject to this Award, then the Award
will be immediately cancelled with respect to those unvested
Shares, and the number of Restricted Stock Units will be reduced
accordingly. The Participant shall thereupon cease to have any
right or entitlement to receive any Shares under those cancelled
units.
4. Stockholder
Rights . The holder of this Award shall not have any
stockholder rights, including voting or dividend rights, with
respect to the Shares subject to the Award until the Participant
becomes the record holder of those Shares following their actual
issuance upon the Corporation’s collection of the applicable
Withholding Taxes.
5. Change in
Control .
(a) Any
Restricted Stock Units subject to this Award at the time of a
Change in Control may be assumed by the successor entity or
otherwise continued in full force and effect. In the event of such
assumption or continuation of the Award, no accelerated vesting of
the Restricted Stock Units shall occur at the time of the Change in
Control.
(b) In
the event the Award is assumed or otherwise continued in effect,
the Restricted Stock Units subject to the Award shall be adjusted
immediately after the consummation of the Change in Control so as
to apply to the number and class of securities into which the
Shares subject to those units immediately prior to the Change in
Control would have been converted in consummation of that Change in
Control had those Shares actually been issued and outstanding at
that time.
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(c) If
the Restricted Stock Units subject to this Award at the time of the
Change in Control are not assumed or otherwise continued in effect
in accordance with Paragraph 5(a), then those units will vest
immediately upon the closing of the Change in Control. The Shares
subject to those vested units will be issued immediately at that
time or as soon as administratively practicable thereafter, but in
no event more than fifteen (15) business days after such
closing, or will otherwise be converted into the right to receive
the same consideration per share of Common Stock payable to the
other shareholders of the Corporation in consummation of the Change
in Control and distributed at the same time as such stockholder
payments, but the distribution to the Participant shall in no event
be made later than the later of (i) the close of the
calendar year in which the Change in Control is effected or
(ii) the fifteenth (15th) day of the third (3rd) calendar
month following the effective date of such Change in Control.
(d) This
Agreement shall not in any way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or
assets.
6. Adjustment in
Shares . Should any change be made to the outstanding
Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, then
appropriate adjustments shall be made to the total number and/or
class of securities issuable pursuant to this Award in such manner
as the Plan Administrator deems appropriate in order to reflect
such change and thereby prevent the dilution or enlargement of
benefits hereunder.
7. Collection of
Withholding Taxes .
(a) Upon
the applicable Issue Date, the Corporation shall issue to or on
behalf of the Participant a certificate (which may be in electronic
form) for the applicable number of underlying shares of Common
Stock, subject, however, to the Corporation’s collection of
the applicable Withholding Taxes.
(b) Until
such time as the Corporation provides the Participant with written
or electronic notice to the contrary, the Corporation shall collect
the Withholding Taxes required to be withheld with respect to the
issuance of the vested Shares hereunder through an automatic
share
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