VIKING THERAPEUTICS, INC. 2014 EQUITY INCENTIVE PLAN RestrictedStock Award Agreement

EX-10.23 12 d770501dex1023.htm EX-10.23 EX-10.23

Exhibit 10.23

VIKING THERAPEUTICS, INC.

2014 EQUITY INCENTIVE PLAN

 

 

Restricted Stock Award Agreement

 

 

Unless otherwise defined herein, the terms defined in the Viking Therapeutics, Inc. 2014 Equity Incentive Plan (as amended or restated from time to time, the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (this “Award Agreement”), which includes the Notice of Restricted Stock Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Grant attached hereto as EXHIBIT A.

NOTICE OF RESTRICTED STOCK GRANT

Participant has been granted the right to receive an award of Restricted Stock (the “Restricted Shares”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

Name of Participant     
Grant Number     
Grant Date                    , 20    
Vesting Commencement Date                    , 20    
Number of Restricted Shares Being Awarded  
Vesting   [The Restricted Shares will vest with respect to 1/4 (25%) of the total number of Restricted Shares designated above on the date that is one (1) year after the Vesting Commencement Date, and the balance of the Restricted Shares will vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date on each one (1)-month date thereafter, subject to Participant’s Continuous Service through each such date, inclusive.]
Expiration Date  

                 , 20    .

 

Subject to the terms of any employment agreement, offer letter, consulting agreement or similar agreement between Participant, on the one hand, and the Company or any of its Affiliates, on the other hand, that is in effect when Participant’s Continuous Service terminates, the Restricted Shares shall expire, be canceled and automatically become null and void (and Participant will forfeit all rights to any unvested Restricted Shares without any payment whatsoever to Participant) immediately upon the termination of Participant’s Continuous

 

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  Service for any reason, but only to the extent Participant’s rights under the Restricted Shares have not become vested on or before the date Participant’s Continuous Service ends.
§ 83(b) Elections   Permitted at the election of Participant
Recapture   ¨    Section 14(a) of the Plan shall apply regarding Termination, Rescission and Recapture of the Restricted Shares.

By Participant’s signature and the signature of the representative of Viking Therapeutics, Inc. (the “Company”) below, Participant and the Company agree that this award of Restricted Shares is granted under, and governed by the terms and conditions of, the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Grant (including any country-specific addendum thereto) attached hereto as EXHIBIT A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel, accountants and advisors prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

Participant acknowledges that the Plan and the prospectus describing the Plan (the “Prospectus”) are available on the Company’s intranet under “                    ” at “                    ”; provided that a paper copy of the Plan and the Prospectus are available upon request by contacting the [Human Resources Department] at      (    )      -      . By signing below, Participant acknowledges receipt of the Plan and the Prospectus.

 

PARTICIPANT:     VIKING THERAPEUTICS, INC.

 

    

 

Signature     By   

 

    

 

Print Name     Name   
Residence Address:    

 

 

     Title   

 

       

 

       

 

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EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT

 

1. Grant. The Company hereby grants to Participant under the Plan an award of Restricted Shares, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail in all respects.

 

2. Settlement through Issuance of Unrestricted Shares. No unrestricted Shares will be issued before Participant completes the requirements that are necessary for Participant to vest in any Restricted Shares. The Company will, subject to Participant satisfying any applicable tax withholding or other obligations as set forth in Section 7, provide written instructions to its transfer agent to release such vested Restricted Shares from restricted book entry form and issue to Participant (or in the event of Participant’s death, to his or her estate), free from vesting restrictions (but subject to such legends as the Company determines to be appropriate) one unrestricted Share for each vested Restricted Share, as soon as practicable after vesting, but in each such case within the period ending no later than the date that is two and one-half (2 1⁄2) months from the end of the Company’s tax year that includes the vesting date. Any fractional Restricted Shares that would otherwise vest on a particular vesting date will vest on the final date of vesting of this award of Restricted Shares. In the event there is a fractional share on the final date of vesting of this award of Restricted Shares, the number of Restricted Shares that vest on such final vesting date will be rounded up to the nearest whole number.

 

3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Shares awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Shares scheduled to vest on a certain date, or upon the occurrence of a certain condition, will not vest in Participant in accordance with any of the provisions of this Award Agreement unless Participant will have been in Continuous Service from the Grant Date until the date such vesting occurs. Notwithstanding the foregoing, the Committee shall have the sole and absolute discretion to determine when Participant is no longer providing Continuous Service for purposes of participation in the Plan and this award of Restricted Shares if other than a last day of employment or services. The termination of vesting will apply regardless of whether Participant is entitled to a period of notice of termination which would otherwise permit a greater portion of the Restricted Shares to vest. For greater certainty, the date on which Participant ceases to have been in Continuous Service shall be based upon the last day of actual Continuous Service to the Company or its Affiliate (and specifically does not include any period of notice that the Company or its Affiliate may be required to provide to Participant).

 

4. Committee Discretion. The Committee, in its sole and absolute discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Shares at any time, subject to the terms of the Plan. If so accelerated, such Restricted Shares will be considered as having vested as of the date specified by the Committee.

 

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Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Shares is accelerated in connection with Participant’s termination of Continuous Service (provided that such termination is a “separation from service” within the meaning of Code Section 409A, as determined by the Company or the Committee), other than due to death, and if (x) Participant is a “specified employee,” within the meaning of Code Section 409A, at the time of such termination of Continuous Service, and (y) the payment of such accelerated Restricted Shares will result in the imposition of additional tax under Code Section 409A, if paid to Participant on or within the six (6)-month period following Participant’s termination of Continuous Service, then the payment of such accelerated Restricted Shares will not be made until the date six (6) months and one (1) day following the date of termination of Participant’s Continuous Service, unless Participant dies following Participant’s termination of Continuous Service, in which case, unrestricted Shares will be issued to Participant’s estate as soon as practicable following Participant’s death. It is the intent of this Award Agreement to comply with the requirements of Code Section 409A, so that none of the Restricted Shares provided under this Award Agreement or unrestricted Shares issuable hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply.

 

5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provisions of this Award Agreement, subject to the terms of any employment agreement, offer letter, consulting agreement or similar agreement between Participant, on the one hand, and the Company or any of its Affiliates, on the other hand, that is in effect when Participant’s Continuous Service terminates, immediately upon the termination of Participant’s Continuous Service for any or no reason, the balance of the Restricted Shares (including any corresponding Dividend Equivalent Rights) that has not vested as of such time, and Participant’s right to acquire any unrestricted Shares hereunder, will be canceled and become automatically null and void in their entirety.

 

6. Death of Participant. Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, Participant may expressly designate a death beneficiary (the “Beneficiary”) to Participant’s interest, if any, in the Restricted Shares. Participant may designate the Beneficiary by completing a designation of death beneficiary agreement substantially in the form attached hereto as EXHIBIT B (the “Designation of Death Beneficiary”) and delivering an executed and notarized copy of the Designation of Death Beneficiary to the Company. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to the Beneficiary, or if no Beneficiary has been designated or survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of such transferee’s status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

 

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7. Withholding of Taxes. Regardless of any action the Company or Participant’s employer (if other than the Company) (the “Employer”) takes with respect to any or all Withholding Taxes, if any, that arise upon the grant or vesting of the Restricted Shares (including any corresponding Dividend Equivalent Rights) or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that each of the Company and the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares (including any corresponding Dividend Equivalent Rights) including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Shares or any aspect of the Restricted Shares (including any corresponding Dividend Equivalent Rights) to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provisions of this Award Agreement, no Restricted Shares or unrestricted Shares will be issued to Participant (or Participant’s estate or Beneficiary) unless and until satisfactory arrangements (as determined by the Company) have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Committee, in its sole and absolute discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation), by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (iii) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld; provided that such Shares have been held for at least the minimum period of time that would allow the Company to avoid adverse accounting consequences, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole and absolute discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company, in its sole and absolute discretion, the Company will have the right (but not the obligation) to satisfy any Tax-Related Items by (Y) reducing the number of Shares otherwise deliverable to Participant, or (Z) withholding from Participant’s wages or other cash compensation payable to Participant by the Company or the Employer. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Shares, and the Restricted Shares will be returned to the Company at no cost to the Company.

 

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8. Rights as Stockholder; Voting Rights. Subject to the provisions of this Award Agreement, Participant shall have all rights and privileges of a stockholder of the Company with respect to the unvested Shares subject to this award of Restricted Shares. Participant shall be deemed to be the holder of such Shares for purposes of receiving any dividends that may be paid with respect to such Shares and for purposes of exercising any voting rights relating to such Shares, even if some or all of the Shares are unvested.

 

9. No Guarantee of Continued Service or Grants. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY REMAINING IN CONTINUOUS SERVICE AT THE WILL OF THE COMPANY (OR THE AFFILIATE OF THE COMPANY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED OR RETAINED, BEING GRANTED THE RESTRICTED SHARES OR ACQUIRING UNRESTRICTED SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE THAT PARTICIPANT WILL REMAIN, OR HAVE THE OPPORTUNITY TO REMAIN, IN CONTINUOUS SERVICE, FOR ALL OR ANY PORTION OF THE VESTING PERIOD, FOR ANY OTHER PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE AFFILIATE OF THE COMPANY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

Participant also acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, the Plan is discretionary in nature and the Plan may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Shares, or benefits in lieu of Restricted Shares even if Restricted Shares have been granted repeatedly in the past; (c) all decisions with respect to future awards of Restricted Shares, if any, will be at the sole and absolute discretion of the Company; (d) Participant’s participation in the Plan is voluntary; (e) the Restricted Shares are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and are outside the scope of Participant’s employment agreement, offer letter, consulting agreement or similar agreement, if any; (f) the Restricted Shares are not intended to replace any pension rights or compensation; (g) the Restricted Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; and (h) in consideration of the award of the Restricted Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Shares resulting from termination of employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws),

 

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and Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue such claim.

 

10. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at 11119 North Torrey Pines Road, Suite 50, San Diego, CA 92037, or at such other address as the Company may hereafter designate in writing. Any notice to be given to Participant under the terms of this Award Agreement will be addressed to Participant at the address that he or she most recently provided to the Company.

 

11. Award is Not Transferable; Shares Subject to Limitations on Transfer. Except to the limited extent provided in Section 6, the Restricted Shares and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Restricted Shares, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, the Restricted Shares and the rights and privileges conferred hereby immediately will become null and void.

Any Shares issued pursuant to this Award Agreement shall also be subject to any limitations on transferability imposed under the Company’s Certificate of Incorporation or Bylaws, each as may be amended or restated from time to time, and pursuant to any insider trading, “trading window” or similar policy adopted by the Company from time to time.

 

12. Binding Agreement. Subject to the limitation on the transferability of the Restricted Shares, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 

13.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its sole and absolute discretion, that the listing, registration or qualification of the Shares upon any national securities exchange, national market system or automated quotation system or under any state, federal or foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or Participant’s estate or Beneficiary), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or national securities exchange, national market system or automated quotation system and to obtain any such consent or approval of any such governmental authority. The Company shall

 

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  not be obligated to issue any Shares at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States, any state or of any other country.

Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Shares and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which Participant is resident at the time of grant or vesting of the Restricted Shares or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements that Participant is solely responsible for and will have to independently fulfill in relation to the Restricted Shares or any unrestricted Shares acquired pursuant hereto. Notwithstanding any provision herein, the Restricted Shares and any unrestricted Shares acquired pursuant hereto shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (which forms a part of this Award Agreement).

Notwithstanding any other provision of the Plan or of this Award Agreement, for periods during which the Shares are not traded or listed on a national securities exchange: (i) the Committee may condition Participant’s receipt of Shares on Participant’s execution of any other stockholders’ or similar agreement imposing terms generally applicable to other similarly-situated employee-stockholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the ninth (9th) month following the termination of Participant’s Continuous Service.

 

14. Dividend Equivalent Rights Distributions. Participant shall have Dividend Equivalent Rights with respect to the Restricted Shares as follows: as of any date that the Company pays an ordinary cash dividend on the Company Stock, the Company shall credit Participant with a dollar amount equal to (a) the per share cash dividend paid by the Company on the Company Stock on such date, multiplied by (b) the total number of Restricted Shares (with such total number adjusted pursuant to Section 13(a) of the Plan) subject to this award of Restricted Shares that are outstanding immediately prior to the record date for that dividend. Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 14 shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Restricted Shares to which they relate; provided, however, that the amount of any vested Dividend Equivalent Rights shall be paid in cash. No crediting of Dividend Equivalent Rights shall be made pursuant to this Section 14 with respect to any Restricted Shares which, immediately prior to the record date for that dividend, have either been paid or terminated pursuant to the Plan or this Award Agreement.

 

15.

Committee Authority. The Committee will have the power to interpret the Plan and this Award Agreement, and to adopt such rules for the administration, interpretation and

 

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  application of the Plan as are consistent therewith, and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Shares have vested). All actions taken, and all interpretations and determinations made by the Committee in good faith, will be final, binding and conclusive upon Participant, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

 

16. Electronic Delivery and Language. The Company may, in its sole and absolute discretion, decide to deliver any documents related to Restricted Shares awarded under the Plan, or future Restricted Shares that may be awarded under the Plan by electronic means, or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. Participant shall not raise the use of electronic delivery as a defense to the formation of a contract. If Participant has received this Award Agreement, including appendices, or any other document related to the Plan translated into a language other than English, and the meaning of the translated version is different than the English version, the English version will control.

 

17. Independent Tax Advice. Participant acknowledges that determining the actual tax consequences to Participant of receiving or disposing of the Restricted Shares or any unrestricted Shares acquired pursuant hereto may be complicated. These tax consequences will depend, in part, on Participant’s specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. Participant is aware that Participant should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to Participant of receiving the Restricted Shares or unrestricted Shares acquired pursuant hereto and disposing of the Restricted Shares or any unrestricted Shares acquired pursuant hereto. Prior to executing this Award Agreement, Participant either has consulted with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt of the Restricted Shares and any unrestricted Shares acquired pursuant hereto, and the disposition of the Shares or unrestricted Shares acquired pursuant hereto in light of Participant’s specific situation, or Participant has had the opportunity to consult with a tax advisor but chose not to do so.

 

18. Investment Purposes. By executing this Award Agreement, Participant represents and warrants to the Company that any Shares issued to Participant pursuant to this Award Agreement will be held for investment purposes only for Participant’s own account, and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act.

 

19.

Securities Law Restrictions. Regardless of whether the offering and sale of the Restricted Shares issuable under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company, in its sole and absolute discretion, may impose restrictions upon the sale, pledge or other

 

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  transfer of such Shares (including, without limitation, the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law or to enforce the intent of the Restricted Shares.

 

20. Recoupment. Notwithstanding any other provision herein, the Restricted Shares or other amount or property that may be issued, delivered or paid in respect of the Restricted Shares, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, shall be subject to recoupment under the Plan, in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange, national market system or automated quotation system on which the Company’s securities are listed, quoted or traded or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including but not limited to Section 10D of the Exchange Act, or any other Applicable Law, as well as any recoupment or “clawback” policies of the Company that may be in effect from time to time.

 

21. Participant Acknowledgement of Certain Rights and Restrictions. Participant hereby expressly represents and warrants that Participant has reviewed and understands the provisions of the Plan, including, without limitation, Sections 14 (Termination, Rescission and Recapture of Awards), 15 (Recoupment of Awards), 23(f) (Data Privacy), 23(g) (Participants Outside of the United States), 26 (Repurchase Rights) and 27 (Market Stand-Off) of the Plan. Participant acknowledges and agrees that the Restricted Shares are subject to the Plan, including without limitation, the foregoing provisions. Participant further acknowledges receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.

 

22. Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Award Agreement, if Participant is a Reporting Person, then the Plan, this award of Restricted Shares and this Award Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Award Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

 

23. Titles; Headings; Sections. The titles and headings of the sections in this Award Agreement are for convenience of reference only and, in the event of any conflict, the text of this Award Agreement, rather than such titles or headings, shall control. A reference to a “Section” in this Award Agreement shall mean a Section of this Award Agreement.

 

24.

Severability. Whenever possible, each provision of this Award Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any one or more of the provisions of this Award Agreement shall be or become

 

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  invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. If, in the opinion of any court of competent jurisdiction, such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants that are, in the court’s opinion, not reasonable, and to enforce the remainder of these covenants as so amended. Regardless of whether a court replaces any such provisions, the balance of this Award Agreement shall be enforceable in accordance with its terms and this entire Award Agreement shall remain enforceable in any other jurisdiction.

 

25. Modifications to the Award Agreement. This Award Agreement, together with the Plan and the exhibits attached to this Award Agreement, constitutes the entire understanding of the parties on the subjects covered hereby and thereby. Participant expressly warrants that Participant is not accepting this Award Agreement in reliance on any promises, representations or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company (other than Participant). Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole and absolute discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection with this award of Restricted Shares.

 

26. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Shares and on any unrestricted Shares acquired pursuant hereto, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary or advisable to accomplish the foregoing.

 

27.

Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that the Company and its Affiliates may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance or security number or other identification number, salary, nationality, job title(s), any shares of stock or directorships held in the Company or any Affiliate, details of all Restricted Shares or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Personal Data”). Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, Participant’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country.

 

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  For Participants located in the European Union, the following paragraph applies: Participant understands that Participant may request a list with the names and addresses of any potential recipients of Personal Data by contacting Participant’s local human resources representative. Participant authorizes the recipients to receive, possess, use, retain and transfer Personal Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom Participant may elect to deposit any Shares received. Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, without cost, by contacting in writing Participant’s local human resources representative. Participant understands that refusal or withdrawal of consent may affect Participant’s ability to participate in the Plan or to realize benefits from the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant may contact Participant’s local human resources representative.

 

28. Foreign Exchange Fluctuations and Restrictions. Participant understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may increase or decrease in value. Participant also understands that neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any Affiliate, in its sole and absolute discretion, of an applicable foreign currency exchange rate that may affect the value of the Restricted Shares received (or the calculation of income or Tax-Related Items thereunder). Participant understands and agrees that any cross-border remittance made to transfer proceeds received upon the sale of any Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require Participant to provide such entity with certain information regarding the transaction.

 

29. The Plan. By accepting the Restricted Shares, Participant expressly warrants that Participant has received an award of Restricted Shares under the Plan, and has received, read, acknowledged and understood the Plan.

 

30. Governing Law; Venue. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law. For purposes of litigating any dispute that arises under this award of Restricted Shares or this Award Agreement, Participant hereby submits to and consents to the exclusive jurisdiction of the State of California, and agrees that such dispute will be handled in the courts of the County of San Diego, State of California, or the federal courts for the United States for the Southern District of California, and no other courts.

 

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31. Power of Attorney; Stock Certificates. In order to secure Participant’s obligations in respect of any exercise of any repurchase rights under the Plan and this Award Agreement, Participant hereby constitutes and appoints the Board (and any member or designee of the Board), with full power of substitution, as Participant’s true and lawful agent and attorney-in-fact, with full power and authority in such holder’s name, place and stead, to execute, swear to, acknowledge, deliver, file and record all instruments and other documents and do such other acts which the Board deems appropriate or necessary to effect or evidence any repurchase of Shares pursuant to this Award Agreement and the Plan, and such power of attorney may be exercised at any time and from time to time. The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive Participant’s death, disability, incapacity, dissolution, bankruptcy, insolvency or termination and the transfer of all or any portion of the Shares and shall extend to Participant’s heirs, successors, assigns, transferees and personal representatives. In addition, until release upon consummation of an Initial Public Offering, all certificates evidencing the Shares shall be held by the Company for Participant’s benefit and the benefit of the Company’s other stockholders. The purpose of the Company’s retention of such certificates is solely to facilitate any repurchase of Shares pursuant to this Award Agreement and the Plan and does not constitute a pledge of, or the granting of a security interest in, the underlying Shares.

[Remainder of Page Intentionally Left Blank]

 

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EXHIBIT B

DESIGNATION OF DEATH BENEFICIARY

In connection with the Award(s) designated below that I have received pursuant to the Viking Therapeutics, Inc. 2014 Equity Incentive Plan (as amended or restated from time to time, the “Plan”), I hereby designate the person specified below as the beneficiary upon my death of my interest in such Awards. This designation shall remain in effect until revoked in writing by me.

 

Name of Beneficiary:  

 

  
Address:  

 

  
 

 

  
 

 

  
Social Security No.:  

 

  

This beneficiary designation relates to any and all of my rights under the following Award or Awards:

 

  ¨ any Award that I have received or ever receive under the Plan.

 

  ¨ the                      Award that I received pursuant to an award agreement with a Grant Date of             ,          between myself and Viking Therapeutics, Inc.

I understand that this designation operates to entitle the above named beneficiary, in the event of my death, to any and all of my rights under the Award(s) designated above from the date this executed and notarized form is delivered to the Company until such date as this designation is revoked in writing by me, including by delivery to the Company of a written, executed and notarized designation of beneficiary executed by me on a later date.

 

Date:  

 

By:  

 

  Name of Participant

 

Sworn to before me this

     day of             , 20    

 

Notary Public

  

County of

  

 

State of

  

 

 

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