| || |
|Name: || ||[_________]|
|Number of Restricted Stock Units: || ||[_________]|
|Date of Grant: || ||[_________]|
|[Vesting Commencement Date:] || ||[_________]|
2021 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(Non-Employee Directors and Consultants)
This agreement (this Agreement) evidences a grant (the Award) of Restricted Stock Units (RSUs) by Rallybio Corporation, a Delaware corporation (the Company), to the individual named above (the Participant), pursuant to and subject to the terms of the Rallybio Corporation 2021 Equity Incentive Plan (as from time to time amended and in effect, the Plan). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
1. Grant of RSUs. On the date of grant set forth above (the Date of Grant), the Company granted to the Participant the number of Restricted Stock Units (RSUs) set forth above, giving the Participant the conditional right to receive, without payment and pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan, one share of Stock (a Share) with respect to each RSU subject to this Award, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.
The RSUs are granted to the Participant in connection with the Participants Employment with the Company.
2. Vesting. Unless earlier terminated, forfeited, relinquished or expired, the RSUs will vest [_________], subject to the Participant remaining in continuous Employment from the Date of Grant through the applicable vesting date.
3. Cessation of Service. If the Participants Employment ceases for any reason, except as expressly provided for in a written agreement between the Participant and the Company or one of its affiliates that is in effect at the time of such cessation of Employment, the RSUs, to the extent not then vested, will be immediately forfeited for no consideration.
4. Delivery of Shares. The Company shall, as soon as practicable upon the vesting of any RSUs (but in no event later than thirty (30) days following the date on which such RSUs vest), effect delivery of the Shares with respect to such vested RSUs to the Participant (or, in the event of the RSUs have passed to the estate or beneficiary of the Participant or a permitted transferee, to such estate or beneficiary or permitted transferee).
5. Nontransferability. The RSUs may not be transferred except as expressly permitted under Section 6(a)(3) of the Plan.