EX-10.3




 EXHIBIT 10.3 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

FOR NON-EMPLOYEE DIRECTORS 

UNDER THE ROCKET LAB USA, INC. 

2021 STOCK OPTION AND INCENTIVE PLAN 
  

			
	 Name of Grantee:
	 	 
		
	 No. of Restricted Stock Units:
	 	
                   
                         

		
	 Grant Date:
	 	
                   
                         


 Pursuant to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof
(the “Plan”), Rocket Lab USA, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one
share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company. 
 1. Restrictions on Transfer of Award.
This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement. 

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting
Date or Dates specified in the following schedule so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in
Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. 
  

			
	 Incremental Number of
Restricted Stock Units
Vested
	  	 Vesting Date

	 _____________ (___%)
	  	 
	 _____________ (___%)
	  	 
	 _____________ (___%)
	  	 
	 _____________ (___%)
	  	 

 Notwithstanding the foregoing, in the event of a Sale Event, 100% of the then-outstanding and unvested
Restricted Stock Units shall immediately be deemed vested on the date of such Sale Event; provided, that the Grantee continues to have a Service Relationship with the Company or a Subsidiary until the date of such Sale Event. The Administrator may
at any time accelerate the vesting schedule specified in this Paragraph 2. 











 3. Termination of Service. If the Grantee’s Service Relationship with the
Company or a Subsidiary terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically
and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. 

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have
vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. 

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the
terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

 6. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement
of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. 

7. No Obligation to Continue as a Service Provider. Neither the Plan nor this Award confers upon the Grantee any rights with respect to
continuance as a Non-Employee Director or other service provider to the Company or a Subsidiary. 

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior
agreements and discussions between the parties concerning such subject matter. 
 9. Data Privacy Consent. In order to administer the
Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data,
including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the
“Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the
Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction
in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

  
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 10. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	 Rocket Lab USA, Inc.

		
	 By:
	 	 
	 Title:
	 	


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	
Dated:                  
                      
	 		 		 	 
		 		 		 	 Grantee’s Signature

 

		 		 		 	 Grantee’s name and address:

		 		 		 	 
				
		 		 		 	 
				
		 		 		 	 


  
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