DICERNA PHARMACEUTICALS, INC.
AMENDED AND RESTATED 2014 PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS STOCK UNIT AWARD AGREEMENT (this Agreement) is dated as of [ , 2020] by and between Dicerna Pharmaceuticals, Inc., a Delaware corporation (the Corporation), and [ ] (the Participant).
W I T N E S S E T H
WHEREAS, pursuant to the Dicerna Pharmaceuticals, Inc. Amended and Restated 2014 Performance Incentive Plan (the Plan), the Corporation has granted to the Participant effective as of the date hereof (the Award Date), a credit of stock units under the Plan (the Award), upon the terms and conditions set forth herein and in the Plan.
NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.
2. Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant an Award with respect to an aggregate of [ ] restricted stock units (subject to adjustment as provided in Section 7.1 of the Plan) (the Stock Units). As used herein, the term stock unit shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporations Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to Section 3. The Stock Units shall not be treated as property or as a trust fund of any kind.
3. Vesting. Subject to Section 8 below, the Award shall vest and become nonforfeitable with respect to [twenty-five percent (25%) of the total number of Stock Units (subject to adjustment under Section 7.1 of the Plan) on each of the first, second, third and fourth anniversaries of the Award Date]. [Modify as needed for vesting terms of the particular grant.]
4. Continuance of Employment/Service. The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 8 below or under the Plan.
Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation, affects the Participants status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed