ZENTALIS PHARMACEUTICALS, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the Agreement) is entered into effective as of the effective date of the Conversion (as defined below) (the Effective Date), by and between Zentalis Pharmaceuticals, Inc. (the Company) and the holder (Holder) identified on the signature page hereto (the Signature Page).
WHEREAS, Holder was previously granted the Class B common units (the Units) of Zentalis Pharmaceuticals, LLC (Prior LLC) set forth on the Signature Page, which Units were issued pursuant to the terms of the Prior LLCs Profits Interest Plan (the Profits Interest Plan), subject to the terms of the Prior LLCs Second Amended and Restated LLC Agreement (the LLC Agreement), and the Profits Interest Award Agreement(s) between Prior LLC and Holder, as amended from time to time (the Profits Interest Agreement(s));
WHEREAS, in connection with the initial public offering of the Companys common stock (Common Stock), pursuant to that certain Plan of Conversion by Prior LLC dated as of [____], 2020 (the Plan of Conversion), Prior LLC filed with the Secretary of State of the State of Delaware a certificate of conversion converting Prior LLC into the Company pursuant to a statutory conversion and automatically converting the membership interests of Prior LLC, including the Units, into shares of Common Stock, effective as of the Effective Date (such actions, collectively, the Conversion); and
WHEREAS, as a result of the Conversion, the Units were converted into shares of Common Stock as provided on the Signature Page hereto (the Shares), with any unvested Units converted into the number of unvested, restricted shares of Common Stock as provided on the Signature Page (such shares, the Restricted Shares), all of which subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holder hereby desire to evidence the automatic issuance of the Shares to Holder pursuant to the Conversion and agree as follows:
For purposes of this Agreement, the following capitalized terms have the following meanings:
1.1 Board shall mean the Board of Directors of the Company.
1.2 Cause shall mean: (a) Holders unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates or any other breach of a written agreement between Holder and the Company or any of its affiliates, including without limitation a breach of any employment, confidentiality or restrictive covenant agreement; (b) Holders commission of a felony or commission of any other crime involving dishonesty or moral turpitude under the applicable law; (c) Holders gross negligence or willful misconduct or Holders willful or repeated failure or refusal to substantially perform his or her assigned duties; (d) any act of fraud, embezzlement, misappropriation or dishonesty committed by Holder against the Company or any of its affiliates; or (e) any acts, omissions or statements by Holder which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company or any of its affiliates. Notwithstanding the foregoing, if Holder is a party to a written employment or consulting agreement with the Company or any affiliate in which the term cause is defined, then Cause shall be as such term is defined in the applicable written employment or consulting agreement.