Syros Pharmaceuticals, Inc. Restricted Stock Unit Agreement under 2022 Equity Incentive Plan
Syros Pharmaceuticals, Inc. grants restricted stock units (RSUs) to a participant under its 2022 Equity Incentive Plan. The agreement outlines the number of RSUs awarded, the vesting schedule, and conditions for forfeiture if the participant is no longer eligible. The participant cannot transfer the RSUs and will only receive shares of common stock upon vesting, subject to tax withholding. The agreement also requires the participant to comply with company policies and acknowledges their responsibility for tax matters related to the award.
Exhibit 10.11
SYROS PHARMACEUTICALS, INC.
Restricted Stock Unit Agreement
Syros Pharmaceuticals, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2022 Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Notice of Grant
Name of recipient (the “Participant”): |
|
Grant Date: |
|
Number of restricted stock units (“RSUs”) granted: |
|
Number, if any, of RSUs that vest immediately on the grant date: |
|
RSUs that are subject to vesting schedule: |
|
Vesting Start Date: |
|
Vesting Schedule:
Vesting Date: | Number of RSUs that Vest: |
|
|
|
|
All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. |
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
| Syros Pharmaceuticals, Inc. |
|
|
| By: Name of Officer Title: |
|
1
Syros Pharmaceuticals, Inc.
Restricted Stock Unit Agreement
Incorporated Terms and Conditions
2
3
Schedule A
Durable Automatic Sale Instruction
This Durable Automatic Sale Instruction is being delivered to Syros Pharmaceuticals, Inc. (the “Company”) by the undersigned on the date set forth below.
I hereby acknowledge that the Company has granted, or may in the future from time to time grant, to me restricted stock units (“RSUs”) under the Company’s equity incentive plans as in effect from time to time.
I acknowledge that upon the vesting dates applicable to any such RSUs, I will have compensation income equal to the fair market value of the shares of the Company’s common stock subject to the RSU that vest on such date and that the Company is required to withhold income and employment taxes in respect of that compensation income on the applicable vesting date.
I desire to establish a process to satisfy such withholding obligation in respect of all RSUs that have been, or may in the future be, granted by the Company to me through an automatic sale of a portion of the shares of the Company’s common stock that would otherwise be issued to me on each applicable vesting date, such portion to be in an amount sufficient to satisfy such withholding obligation, with the proceeds of such sale delivered to the Company in satisfaction of such withholding obligation.
I understand that the Company has arranged for the administration and execution of its equity incentive plans and the sale of securities by plan participants thereunder pursuant to an Internet-based platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner.
Upon any vesting of my RSUs from and after the date of this Durable Automatic Sale Instruction, I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s common stock issuable with respect to my RSUs that vest as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by me upon the vesting of the RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive such net proceeds in satisfaction of such tax withholding obligation.
I hereby appoint the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and the Secretary of the Company, and any of them acting alone and with full power of substitution, to serve as my attorneys in fact to arrange for the sale of shares of common stock in accordance with this Durable Automatic Sale Instruction. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of common stock pursuant to this Durable Automatic Sale Instruction.
4
By signing below, I hereby represent to the Company that, as of the date hereof, I am not aware of any material nonpublic information about the Company or its common stock and that I am not prohibited from entering into this Durable Automatic Sale Instruction by the Company’s insider trading policy or otherwise. I have structured this Durable Automatic Sale Instruction to constitute a “binding contract” relating to the sale of common stock, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.
_______________________________
Participant Name: ________________
Date: __________________________
5