Document

Exhibit 10.3

Origin Materials, Inc.
Director RSU Award Grant Notice
(2021 Equity Incentive Plan)
Origin Materials, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”).  Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Origin Materials, Inc. 2021 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety.  Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement.
Participant:        
Date of Grant:        
Number of Restricted Stock Units:        


Vesting Schedule:     [__________________________________________________________________]
Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service.


Issuance Schedule:    One share of Common Stock will be issued at the time set forth in Section 5 of the Agreement for each restricted stock unit that vests.
Participant Acknowledgements:  By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:
•The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the provisions of the Plan and the Agreement, all of which are made a part of this document.  Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified, amended or revised except in writing signed by you and a duly authorized officer of the Company.
•You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus.  In the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.
•The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you; and (ii) any written agreement between the Company and you that specifies the terms that should govern this RSU Award.
Origin Materials, Inc.:    Participant:
By:             
    Signature    Signature
Title:         Date:     
Date:    















Attachment I


ORIGIN MATERIALS, INC. 
DIRECTOR RSU AWARD AGREEMENT
(2021 EQUITY INCENTIVE PLAN)


As reflected by your Director RSU Award Grant Notice (“Grant Notice”), Origin Materials, Inc. (the “Company”) has granted you an RSU Award under the Origin Materials, Inc. 2021 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”).  The terms of your RSU Award as specified in this Director RSU Award Agreement for your RSU Award (this “Agreement”) and the Grant Notice constitute your “RSU Award Agreement.”  Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.  
The general terms applicable to your RSU Award are as follows:
1.Governing Plan Document.  Your RSU Award is subject to all the provisions of the Plan, including but not limited to the provisions in: 
(a)Section 6 of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award; and
(b)Section 9(e) of the Plan regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the RSU Award.
Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.  
2.Grant of the RSU Award.  This RSU Award represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”).  Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your RSU Award.
3.Dividends.  You shall receive no benefit or adjustment to this RSU Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment (and, for the avoidance of doubt, any entitlements in connection with a Capitalization Adjustment shall be determined by the Committee in its sole discretion); provided, however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with your RSU Award after such shares have been delivered to you.
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4.Taxes.  You shall be responsible for the payment of any taxes with respect to the RSU Award.
5.Date of Issuance.  
(a)In the event one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions in the Grant Notice).  Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.” 
(b)If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day.  In addition, if:
(i)the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and 
(ii)the Company decides, prior to the Original Issuance Date, not to permit you to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement),
then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs).
(c)To the extent the RSU Award is a Non-Exempt Award, the provisions of Section 11 of the Plan shall apply.
6.Treatment Upon termination of Director Services.  
(a)    In the event that you resign, retire, or otherwise cease to be a director of the Company for any reason after the date hereof, all RSU Awards shall be settled, provided that, in the event that such event does not qualify as a “separation of service” from the Company within the meaning of Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder (a separation that does so qualify, a “Qualifying Separation”), such automatic settlement shall occur upon your Qualifying Separation from the Company, and, provided, further, that if you have become a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code) as of the date of settlement provided for by this sentence, the date of settlement shall instead be the first business day that is at least six months following your Qualifying Separation.
(b)    Notwithstanding the foregoing, in the event of a Change in Control, all RSU Awards shall automatically be settled, provided that, in the event that such Change in Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, such RSU Awards shall not be settled until the date upon which they would have been settled pursuant to Section (a) above.
7.Transferability.  Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution.  
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8.Corporate Transaction.  Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.
9.No Liability for Taxes.  As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.
10.Governing Law.  The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.  Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the Delaware or any other competent court of the State of Delaware, and you irrevocably accept for yourself and in respect of your property, generally and unconditionally, the exclusive jurisdiction of such courts.  
11.Severability.  If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.  Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner that will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
12.Other Documents.  You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus.  In addition, you acknowledge receipt of the Company’s Trading Policy.
13.Questions.  If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences, please see the Prospectus.
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