DEFERRED STOCK UNIT AGREEMENT
UNDER THE GALECTIN THERAPEUTICS INC.
2019 OMNIBUS EQUITY COMPENSATION PLAN
August 31, 2020
Pursuant to the terms of the Galectin Therapeutics Inc. 2019 Omnibus Equity Compensation Plan (the Plan), Galectin Therapeutics Inc., a Nevada corporation (the Company) will issue the number of shares of the Companys common stock equal to the number of Deferred Stock Units (DSUs) granted in accordance with the terms set forth in this agreement (the Agreement).
Notwithstanding anything in this Agreement to the contrary, the grant of the DSUs pursuant to this Agreement and the issuance of shares of the Companys common stock in settlement of such DSUs shall be subject to, and governed by, all the terms and conditions of the Plan. To the extent there is any inconsistency between the terms of the Plan and of this Agreement, the terms of the Plan shall control.
All capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given such terms in the Plan.
1. General. Each DSU represents a right to receive one share of the Companys common stock (a Share) in accordance with and subject to the terms and conditions of this Agreement and the Plan. By execution of this Award Agreement, the Grantee agrees to be bound by all of the terms and provisions of the Plan, the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Board made from time to time.
2. Number of DSU. Pursuant to the terms of the Grantees employment agreement with the Company dated September 2, 2020 (the Employment Agreement), 80% of the Grantees base salary and annual performance bonus earned during the period beginning on September 2, 2020 and ending on December 31, 2022 shall be paid in the form of DSUs which will settle in accordance with the terms of this Agreement.
(a) Base Salary DSUs. The number of whole and fractional DSUs credited to the Grantees Account (as defined in Section 3 below) with respect to his base salary each payroll period shall equal the quotient obtained by dividing (i) 80% of the gross amount of the Grantees base salary earned during such payroll period by (ii) the closing price of the Companys Common Stock on the date he receives the cash portion of his base salary.
(b) Annual Performance Bonus DSUs. The number of whole and fractional DSUs credited to the Grantees Account with respect to any annual performance bonus earned during any fiscal year ending on or after the date of this Agreement and on or before December 31, 2022 shall equal the quotient obtained by dividing (i) 80% of the gross amount of the annual performance bonus earned by the Grantee for such fiscal year by (ii) the closing price of the Companys Common Stock on the date he receives the cash portion of his annual performance bonus for such fiscal year.