EX-10.14





 Exhibit 10.14 

NOTICE OF STOCK OPTION AWARD 

VAXXINITY, INC. 
 2021 OMNIBUS
INCENTIVE COMPENSATION PLAN 
 Unless otherwise defined herein or in the Stock Option Agreement (as defined below), capitalized terms used
in this Notice of Option Award (this “Notice of Grant”) shall have the same meanings ascribed to them in the Vaxxinity, Inc. 2021 Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”). 

SECTION 1. General. The Participant named below has been granted an Option (the “Option”), subject to the terms and
conditions set forth in the Plan, this Notice of Grant and the Stock Option Agreement attached hereto as Annex A (the “Stock Option Agreement”). The Option is not intended to qualify as an Incentive Stock Option. 

 

			
	 Participant Name:
	 	 [        ]

		
	Total Number of Shares
Subject to the Option:	 	[        ]
		
	 Exercise Price Per Share:
	 	 [        ]

		
	 Grant Date:
	 	 [        ]

		
	 Vesting Commencement Date:
	 	 [        ]

		
	 Expiration Date:
	 	 [        ]


 SECTION 2. Vesting. The Option shall vest [ ] (each such date, a “Vesting Date”);
provided that the Participant remains continuously in active service with the Company or one of its Affiliates from the Grant Date through the applicable Vesting Date. 

SECTION 3. Termination of Service. [Reserved] 

SECTION 4. Definitions. [Reserved] 

SECTION 5. Final Expiration Date. Unless terminated earlier in accordance with the foregoing, the Option shall automatically expire and
be canceled on the Expiration Date. 
 SECTION 6. Other. (a) The Participant understands that this Notice of Grant is subject to
the terms and conditions of both the Plan and the Stock Option Agreement, each of which are incorporated herein by reference. Participant has received and has had an opportunity to review the Plan, the Company’s most recent prospectus that
describes the Plan, and the Stock Option Agreement and agrees to be bound by all the terms and provisions of the Plan and the Stock Option Agreement. 












 (b) By the Participant’s acceptance hereof (whether written, electronic or otherwise),
the Participant agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper format, the Participant accepts the electronic delivery of any documents the Company, or any third party involved in administering the Plan
which the Company may designate, may deliver in connection with this grant (including the Plan, the Stock Option Agreement, this Notice of Grant, account statements, prospectuses, prospectus supplements, annual and quarterly reports, and all other
communications and information) whether through the Company’s intranet or the internet site of another such third party or via email, or such other means of electronic delivery specified by the Company. Furthermore, the Participant and the
Company agree that this Award is granted under and governed by the terms and conditions of the Plan, this Notice of Grant and the Stock Option Agreement. 

(c) The Participant confirms acceptance of this Award by completing, signing and returning the attached signature page to
[        ]. If the Participant wishes to reject this Award, the Participant must so notify the Company’s stock plan administrator in writing to [        ] no later
than sixty (60) days after the Grant Date. If within such sixty (60) day period the Participant neither affirmatively accepts nor affirmatively rejects this Award, the Participant will be deemed to have accepted this Award at the end of
such sixty (60) day period pursuant to the terms and conditions set forth in this Notice of Grant, the Stock Option Agreement and the Plan. 
  

							
	PARTICIPANT	 		 	VAXXINITY, INC.
				
	 	 		 	By:	 	 
	[Participant Name]	 		 		 	Name:
		 		 		 	Title:


  
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 ANNEX A 

STOCK OPTION AGREEMENT 
 VAXXINITY,
INC. 
 2021 OMNIBUS INCENTIVE COMPENSATION PLAN 

The Participant has been granted an Option (the “Options”), subject to the terms, restrictions and conditions of the
Vaxxinity, Inc. 2021 Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”), the Notice of Stock Option Award (the “Notice of Grant”) and this Stock Option Agreement (this
“Agreement”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meanings given to them in the Plan. 

SECTION 1. Method of Exercise. The Participant may exercise any vested and exercisable portion of the Option, in whole or in part, by
notifying the Company in writing of the whole number of Shares to be purchased thereunder and delivering with such notice an amount equal to the aggregate Exercise Price for such number of Shares in cash (certified check, wire transfer or bank
draft). Without limiting the foregoing, unless otherwise determined by the Committee, the Participant may instead elect to exercise such portion of the Option by means of a “net exercise” procedure effected by withholding Shares otherwise
issuable in respect of such exercise with a Fair Market Value equal to the aggregate Exercise Price for such Shares. 
 SECTION 2. Tax
Withholding. Exercise of the Option shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. In this
regard, the Participant authorizes the Company and its Affiliates to withhold all applicable taxes legally payable by the Participant from the Participant’s wages or other cash compensation paid to the Participant by the Company or its
Affiliates. Unless otherwise approved by the Company in accordance with Section 9(d) of the Plan, such tax withholding obligation shall be satisfied by the Participant (a) by making a payment in cash (certified check, wire transfer or bank
draft) or (b) from the proceeds of the sale of all or a portion of the Shares, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf and the Participant hereby authorizes such sales by
this authorization). 
 SECTION 3. Rights as a Stockholder. The Participant shall not be deemed for any purpose, nor have any of the
rights or privileges of, a stockholder of the Company in respect of any Share underlying the Option unless, until and to the extent that (a) the Option shall have been exercised pursuant to its terms, (b) the Company shall have issued and
delivered such Share to the Participant and (c) the Participant’s name shall have been entered as a stockholder of record with respect to such Share on the books of the Company. The Company shall cause the actions described in clauses
(b) and (c) of the preceding sentence to occur promptly following exercise as contemplated by this Agreement, subject to compliance with Applicable Laws. 

SECTION 4. Incorporation by Reference, Etc. The provisions of the Plan and the Notice of Grant are hereby incorporated herein by
reference. Except as otherwise expressly set forth herein or in the Notice of Grant, this Agreement and the Notice of Grant shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and


  
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regulations promulgated by the Committee from time to time pursuant to the Plan. The Committee shall have final authority to interpret and construe the Plan, the Notice of Grant and this
Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. Without
limiting the foregoing, the Participant acknowledges that the Option and any Shares acquired upon exercise of the Option are subject to provisions of the Plan under which, in certain circumstances, an adjustment may be made to the number of
Shares subject thereto. 
 SECTION 5. Compliance with Applicable Laws. The granting and exercise of the Option, and any other
obligations of the Company under this Agreement, shall be subject to all Applicable Laws as may be required. The Committee shall have the right to impose such restrictions on the Option as it deems reasonably necessary or advisable under applicable
Federal securities laws, the rules and regulations of any stock exchange or market upon which Shares are then listed or traded, and any blue sky or state securities laws applicable to such Shares. The Participant agrees to take all steps the
Committee or the Company determines are reasonably necessary to comply with all applicable provisions of Federal and state securities law (and any other Applicable Laws) in exercising his or her rights under this Agreement. 

SECTION 6. Miscellaneous. 

(a) Waiver. Any right of the Company or its Affiliates contained in this Agreement may be waived in writing by the Committee. No waiver
of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise or as a waiver of any right to damages. No waiver by any party of any breach
of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach. 
 (b)
Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person,
by telecopy, by nationally recognized overnight courier, or by first-class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the
addressee to the addresser: 
 (i) if to the Company, to: 

Vaxxinity, Inc. 
 1717 Main St,
Ste 3388 
 Dallas, TX 75201 

Attn: René Paula Molina 

(ii) if to the Participant, to the Participant’s home address on file with the Company. Notices may also be delivered to the Participant
through the Company’s inter-office or electronic mail system, at any time he or she is employed by or provided services to the Company or any of its Affiliates. 

  
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 All such notices, requests, consents and other communications shall be deemed to have been delivered in the
case of personal delivery or delivery by telecopy, on the date of such delivery, in the case of nationally recognized overnight courier, on the next business day, and in the case of mailing, on the third business day following such mailing if sent
by certified mail, return receipt requested. 
 (c) Beneficiary. The Participant may file with the Committee a written designation of
a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no beneficiary is designated, if the designation is ineffective, or if the beneficiary dies before the balance of the
Participant’s benefit is paid, the balance shall be paid to the Participant’s estate. Notwithstanding the foregoing, however, the Participant’s beneficiary shall be determined under applicable state law if such state law does not
recognize beneficiary designations under Awards of this type and is not preempted by laws which recognize the provisions of this Section 6(c). 

(d) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company or any of its Affiliates and
their successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant. 

(e) Governing Law, Venue and Waiver of a Jury Trial. The validity, construction and effect of the Plan and any rules and regulations
relating to the Plan and any Award Agreement shall be determined in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in
accordance with the internal laws of the State of Texas, without giving effect to the conflict of laws provisions thereof. For purpose of enforcing an award or decision in any proceeding pursuant to Section 6(f) of this Agreement or in the
event that Section 6(f) of this Agreement is found to be invalid or unenforceable, the Participant and the Company (on behalf of itself and its Affiliates) each consents to jurisdiction in the United States District Court for the Northern
District of Texas, or if that court is unable to exercise jurisdiction for any reason, the any United States District Court of competent jurisdiction, and each waives any other requirement (whether imposed by statute, rule of court or otherwise)
with respect to personal jurisdiction or service of process and waives any objection to jurisdiction based on improper venue or improper jurisdiction. Additionally, in the event that Section 6(f) of this Agreement is found to be invalid or
unenforceable, the Participant hereby waives, to the fullest extent permitted by applicable law, any right he or she may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this
Agreement or the Plan. 
 (f) Mediation and Arbitration. If a dispute arises out of or relates to the this Option, this Agreement or
the Plan, or the breach, termination or validity of this Option, this Agreement or the Plan, such dispute shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration
Rules and Procedures. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having
jurisdiction thereof. The place of arbitration shall be a mutually agreed upon location in Dallas, Texas. 

  
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 (g) Confidentiality. You hereby agree to keep confidential the existence of, and any
information concerning, any dispute arising out of or relating to this Agreement or the Plan, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided,
that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute). 
 (h)
Signature and Acceptance. This Agreement shall be deemed to have been accepted and signed by the Participant and the Company as of the Grant Date upon the Participant’s acceptance of the Notice of Grant. 

(i) Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Whenever the words “include”, “includes” or “including” are used
in the Plan, they shall be deemed to be followed by the words “but not limited to”, and the word “or” shall not be deemed to be exclusive. 

  
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