Form of Restricted Stock Grant Agreement under Amended and Restated 2014 Omnibus Incentive Compensation Plan
CONFIDENTIAL
Zynerba Pharmaceuticals, Inc.
ZYNERBA PHARMACEUTICALS, INC.
2014 OMNIBUS INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK GRANT
This RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”), dated as of ____________ (the “Date of Grant”), is delivered by Zynerba Pharmaceuticals, Inc. (the “Company”), to __________________ (the “Grantee”).
RECITALS
A.The Zynerba Pharmaceuticals, Inc. 2014 Omnibus Incentive Compensation Plan, as amended on July 22, 2015, (the “Plan”) provides for the grant of restricted stock in accordance with the terms and conditions of the Plan. The Board of Directors of the Company (the “Board”) has decided to make a restricted stock grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders.
B.The Board is authorized to appoint a committee to administer the Plan. If a committee is appointed, all references in this Agreement to the “Board” shall be deemed to refer to the committee.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
Vesting Date | Shares Vested on Vesting Date |
______________________ | _____________ |
______________________ | _____________ |
______________________ | _____________ |
______________________ | _____________ |
Confidential
Zynerba Pharmaceuticals, Inc.
The vesting of the Restricted Stock shall be cumulative, but shall not exceed 100% of the shares. If the foregoing schedule would produce fractional shares, the number of shares of Restricted Stock that vest shall be rounded down to the nearest whole share.
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Confidential
Zynerba Pharmaceuticals, Inc.
If, for any reason, such Mandatory Sell to Cover does not result in sufficient proceeds to satisfy the Withholding Taxes, the Company or an affiliate of the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your Restricted Stock by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); or (c) withholding shares of common stock from the shares of Restricted Stock that become vested with a fair market value up to an amount that does not exceed the amount necessary to satisfy the Company’s required tax obligations for Withholding Taxes. The Grantee acknowledges that the Mandatory Sell to Cover is imposed by the Company on the Grantee pursuant to the terms of this Agreement.
THE GRANTEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S, BUT RATHER THE GRANTEE’S SOLE RESPONSIBILITY TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY.
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Confidential
Zynerba Pharmaceuticals, Inc.
[SIGNATURE PAGE FOLLOWS]
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Confidential
Zynerba Pharmaceuticals, Inc.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant.
ZYNERBA PHARMACEUTICALS, INC.
By: ________________________________
Name: ______________________________
Title: _______________________________
I hereby accept the grant of Restricted Stock described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all of the decisions and determinations of the Board shall be final and binding.
Grantee:
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Confidential
Zynerba Pharmaceuticals, Inc.
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
The undersigned taxpayer hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Regulations”), and in connection with this election supplies the following information:
Address:
Social Security Number:
Tax Year for which election is being made:
Vesting Date | Shares Vested on Vesting Date |
______________________ | _____________ |
______________________ | _____________ |
______________________ | _____________ |
______________________ | _____________ |
Taxpayer
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Confidential
Zynerba Pharmaceuticals, Inc.
INSTRUCTIONS FOR FILING SECTION 83(B) ELECTION
Attached is a form of election under section 83(b) of the Internal Revenue Code. If you wish to make such an election, you should complete, sign and date the election and then proceed as follows:
1. Execute three counterparts of your completed election (plus one extra counterpart for each person other than you, if any who receives property that is the subject of your election), retaining at least one photocopy for your records.
2. Send one counterpart to the Internal Revenue Service Center with which you will file your Federal income tax return for the current year (e.g., Kansas City, Missouri for Pennsylvania residents) via certified mail, return receipt requested. THE ELECTION SHOULD BE SENT IMMEDIATELY, AS YOU ONLY HAVE 30 DAYS FROM THE ISSUANCE/PURCHASE/GRANT DATE WITHIN WHICH TO MAKE THE ELECTION – NO WAIVERS, LATE FILINGS OR EXTENSIONS ARE PERMITTED.
3. Deliver one counterpart of the completed election to the Company for its files.
4. If anyone other than you (e.g., one of your family members) will receive property that is the subject of your election, deliver one counterpart of the completed election to each such person.
5. Attach one counterpart of the completed election to your Federal income tax return for this year when you file that return next year.
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