RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the [ ] day of [ ], 20[ ] (the Grant Date), between Inhibrx, Inc. (the Company), a Delaware corporation, and [ ] (the Participant).
WHEREAS, the Company has adopted the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan (the Plan) to promote the interests of the Company by providing an incentive for Employees, directors and Consultants of the Company or its Affiliates;
WHEREAS, pursuant to the provisions of the Plan, the Company desires to offer to the Participant shares of the Companys common stock, $0.0001 par value per share (Common Stock), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth;
WHEREAS, the Participant wishes to accept said offer; and
WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Terms of Grant. The Participant hereby accepts the offer of the Company to issue to the Participant, in accordance with the terms of the Plan and this Agreement, [ ( )] shares of the Companys Common Stock (such shares, subject to adjustment pursuant to Paragraph 25 of the Plan and Subsection 2(h) hereof, the Granted Shares) at a per share purchase price of $[ ] (the Purchase Price), receipt of which is hereby acknowledged by the Company [by the Participants prior service to the Company and which amount will be reported as income on the Participants W-2 [or 1099] for this calendar year].
2. Restrictions on Granted Shares.
(a) Lapsing Repurchase Right. Except as set forth in Subsections 2(b) and 2(c) hereof, in the event that for any reason the Participant is no longer an Employee, director or Consultant of the Company or an Affiliate (the Termination) prior to [ ], the Company (or its designee) shall have the option, but not the obligation, to purchase from the Participant (or the Participants Survivor), and, in the event the Company exercises such option, the Participant (or the Participants Survivor) shall be obligated to sell to the Company (or its designee), at a price per Granted Share equal to the Purchase Price, all or any part of the Granted Shares which have not yet vested in accordance with the schedule set forth below (the Lapsing Repurchase Right). The Companys Lapsing Repurchase Right shall be valid for a period of one year commencing with the date of such Termination. Notwithstanding any other provision hereof, in the event the Company is prohibited during such one year period from exercising its Lapsing Repurchase Right by Section 160 of the Delaware General Corporation Law as amended from time to time (or any successor provision), then the time period during which such Lapsing Repurchase Right may be exercised shall be extended until 30 days after the Company is first not so prohibited.
The Companys Lapsing Repurchase Right is as follows:
[Insert Lapsing Repurchase Right (vesting schedule)]
(b) Effect of Termination for Disability or upon Death. The following rules apply to the Companys Lapsing Repurchase Right if the Participants Termination is by reason of Disability or death: to the extent the Companys Lapsing Repurchase Right has not lapsed as of the date of Termination due to Disability or death, as the case may be, the Company may exercise such Lapsing Repurchase Right; provided, however, that the Companys Lapsing Repurchase Right shall be deemed to have lapsed to the extent of a pro rata portion of the Granted Shares