Form of Restricted Share Unit Agreement under the 2020 Share Incentive Plan, as amended (Share Withholding)
Restricted Share Unit Agreement
Granted Under 2020 Share Incentive Plan
This Restricted Share Unit Agreement (this “Agreement”) is made between Nabriva Therapeutics plc, a public limited company organized under the laws of Ireland (the “Company”), and the Participant pursuant to the 2020 Share Incentive Plan (as amended from time to time, the “Plan”).
Notice of Grant
Number of Restricted Share Units:
Number of Restricted Share Units that Vest
This Agreement includes this Notice of Grant and the following Exhibits and Schedules, which are expressly incorporated by reference in their entirety herein:
Exhibit A – General Terms and Conditions
Exhibit B – Nabriva Therapeutics plc 2020 Share Incentive Plan
Schedule 1 – Vesting Schedule
Schedule 2 – Additional Terms and Conditions
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
NABRIVA THERAPEUTICS PLC
Restricted Share Unit Agreement
2020 Share Incentive Plan
General terms and Conditions
For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
|1.||Award of Restricted Share Units. This Agreement evidences the grant by the Company, on the grant date (the “Grant Date”) set forth in the Notice of Grant that forms part of this Agreement (the “Notice of Grant”), to the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s 2020 Share Incentive Plan (as amended from time to time, the “Plan”), of an award with respect to the number of restricted share units (the “RSUs”) set forth in the Notice of Grant. Each RSU represents the right to receive one ordinary share of the Company (an “Ordinary Share”) upon vesting of the RSU, subject to the terms and conditions set forth herein.|
In the event that the Participant ceases to perform services to the Company for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested RSUs or any Ordinary Shares that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to the Company shall instead be deemed to refer to service with such subsidiary.
immediate payment from the Participant of the amount to be withheld by the Company; or
withholding from wages or other cash compensation otherwise paid to the Participant by the Company on the applicable vesting date.
The Company shall not deliver any Ordinary Shares to the Participant until it is satisfied that all required withholdings have been made and the Participant has complied with the above obligations in connection with Tax-Related Items.
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Nabriva Therapeutics plc 2020 Share Incentive Plan
Additional terms to Restricted Share Unit Award Agreement
Terms and Conditions
This Schedule (the “Schedule”) includes additional terms and conditions that govern the RSUs granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Schedule have the meanings set forth in the Plan and/or the Agreement.
This Schedule also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 27, 2021. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein 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 that you vest in the RSUs and Ordinary Shares are issued to you or the shares issued upon vesting of the RSUs are sold.
In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfers employment after grant, the information contained in the Schedule may not be applicable.
Director Notification Obligation. If you are a director, shadow director or secretary of the Company or an Irish subsidiary or affiliate of the Company, and you acquire or dispose of an interest under this Agreement comprising more than 1% of the share capital in the Company, you must notify the entity in which you hold that office (whether the Company itself or an Irish subsidiary or affiliate of the Company) in writing within five business days of receiving or disposing of an interest in the Company, or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).