Form of Restricted Stock Unit Agreement under the Amended and Restated 2019 Equity Incentive Plan
Ironwood Pharmaceuticals, Inc.
Amended and Restated 2019 Equity Incentive Plan
Restricted Stock Unit Award Agreement
Name of Participant: | |
Grant Number: | |
Date of Grant: | |
Plan: | Amended and Restated 2019 Equity Incentive Plan |
Total Number of Restricted Stock Units Subject to this Award (the “Restricted Stock Units”): | |
Vesting Commencement Date: | |
Vest Dates: | |
This agreement (this “Restricted Stock Unit Award Agreement”), including any additional terms and conditions for the Participant’s country set forth in the appendix attached hereto (the “Appendix” and together with the Restricted Stock Unit Award Agreement, the “Agreement”), evidences an award (the “Award”) of restricted stock units granted by Ironwood Pharmaceuticals, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Ironwood Pharmaceuticals, Inc. Amended and Restated 2019 Equity Incentive Plan (as amended from time to time, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Notwithstanding the foregoing, in the event that the Participant’s Employment is terminated due to the Participant’s death, any portion of the Restricted Stock Units, to the extent then outstanding, that is not vested as of such date will accelerate and vest in full as of such date.
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[Signature page follows.]
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The Company, by its duly authorized officer, and the Participant have executed this Agreement as of the date first set forth above.
IRONWOOD PHARMACEUTICALS, INC.
By: /s/ Thomas McCourt
Name: Thomas McCourt
Title: Chief Executive Officer
Agreed and Accepted:
By_______________________________
[Participant’s Name]
Signature Page to Restricted Stock Unit Award Agreement
Appendix A
Ironwood Pharmaceuticals, Inc.
Amended and Restated 2019 Equity Incentive Plan
Restricted Stock Unit Award Agreement
ADDITIONAL TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or in the Restricted Stock Unit Award Agreement.
TERMS AND CONDITIONS
This Appendix forms part of the Agreement and includes additional terms and conditions that govern the Award granted to you under the Plan if you reside and/or work in one of the jurisdictions listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or in the Restricted Stock Unit Award Agreement.
If you are a citizen or resident (or are considered as such for local law purposes) of a country other than the country in which you are currently residing and/or working, or if you relocate to another country after the grant of the Award, the Company shall, in its discretion, determine to what extent the additional terms and conditions contained herein shall be applicable to you.
NOTIFICATIONS
This Appendix may also include information regarding exchange controls and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of July 2023. Such laws are often complex and change frequently. As a result, you should not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in the Restricted Share Units, acquire Shares, or sell Shares acquired under the Plan.
In addition, the information contained below is general in nature and may not apply to your particular situation. You should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.
If you are a citizen or resident (or are considered as such for local law purposes) of a country other than the country in which you are currently residing and/or working, or if you relocate to another country after the grant of the Award, the notifications herein may not apply to you in the same manner.
DATA PRIVACY AND DATA PROTECTION
The Company is contracted with E*TRADE Securities LLC (including any of its affiliates and successors) (collectively, “E*TRADE”), an independent service provider based in the United States, who assists the Company with the implementation, administration and management of the Plan. The Company retains the right to select a different service provider and share the Participant’s Data with another company that serves in a similar manner.
E*TRADE will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree to separate data privacy and data protection terms for the data processing practices of E*TRADE which is a condition to the Participant’s ability to participate in the Plan.
Subject to applicable law, application of the above rights may vary depending on the type of Data involved, and the Company’s or its affiliates’ particular basis for Processing the Data.
To make a request to exercise one of the above rights, the Participant may contact Company’s Data Protection Officer at ***@***. The Company will consider and act upon any requests in accordance with the applicable law. The Company or its affiliates may request specific information from Participant to enable it to confirm Participant’s identity and right to access, as well as to search for and provide Participant with the Data held about Participant by Company or its affiliates.
SWITZERLAND
For the avoidance of doubt, the term “taxes” shall include all applicable social security contributions.
For the purposes of the Swiss Federal Act on Data Protection and its implementing ordinances as amended from time to time (“FADP”):
● | The data controller within the meaning of the FADP is Ironwood Pharmaceuticals, Inc., Attn: Head of Legal, 100 Summer Street, Suite 2300, Boston, MA 02110, +1 ###-###-####; ***@***; and |
● | Participant has the right to lodge a complaint with the Swiss Federal Data Protection and Information Commissioner (http://www.edoeb.admin.ch). |