EXHIBIT 10.14


 


REPLIMUNE GROUP, INC.


RESTRICTED STOCK UNIT GRANT AGREEMENT


 


	Participant:	Sushil Patel
	Date of Grant:	May 3, 2021
	Restricted Units Granted:	88,333


 


RECITALS


 


Pursuant to the terms of the
Amended and Restated Employment Agreement dated May 3, 2021 between Replimune, Inc. (the “Company”) and the
Participant (as it may be amended from time to time, the “Employment Agreement”), the Company agreed to provide for
the grant of restricted stock units to the Participant on the terms and subject to the conditions set forth herein. The Committee has
decided to make this grant of restricted stock units as an inducement material for the Participant to enter into employment with the Company
and to align the Participant’s interests with those of the Company and its stockholders. The grant of the restricted stock units
provided for herein is intended to constitute an “employment inducement grant” as described in Rule 5635(c)(4), or any
successor provision, of the Nasdaq Listing Rules, and is not being issued under the Replimune Group, Inc. 2018 Omnibus Incentive
Compensation Plan, as amended from time to time (the “Plan”). Capitalized terms used herein and not otherwise defined
will have the meanings set forth in the Plan.


 


1.            Grant
of Stock Units.


 


(a)         Grant.
In accordance with the employment inducement grant exception to the shareholder-approval requirements of the Nasdaq Stock Market set forth
in Rule 5635(c)(4), or any successor provision, of the Nasdaq Listing Rules, the Company hereby grants to the Participant the number
of restricted stock units set forth above (the “Stock Units”), on the terms and subject to the conditions set forth
in this Restricted Stock Unit Grant Agreement (this “Agreement”) and, subject to Section 1(c) below, otherwise
on terms identical to the terms provided in the Plan. In the event of any conflict between this Agreement and the Plan, this Agreement
shall control. Each Stock Unit represents the right of the Participant to receive a share of common stock, $0.001 par value per share,
of the Company (“Company Stock”) on the applicable payment date set forth in Section 5 below. The Company shall
promptly file with the Securities and Exchange Commission a registration statement on Form S-8 registering the shares of Company
Stock represented by the Stock Units.


 


(b)         Inducement
Award. The Participant acknowledges that the grant of the Stock Units hereunder satisfies in full the Company’s obligation to
provide the Participant a restricted stock unit grant as described in the Employment Agreement. The Participant acknowledges that the
grant of the Stock Units hereunder is intended to be in consideration for, in part, the covenants set forth in Section 15 of the
Employment Agreement.


 






    


     


    

 


(c)         Incorporation
by Reference. It is understood that the Stock Units are not being granted pursuant to the Plan; provided, however,
that this Agreement shall be construed and administered in a manner consistent with the provisions of the Plan as if granted pursuant
thereto, the terms of which are incorporated herein by reference (including, without limitation, any interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the Plan, which shall be deemed to apply to the Stock Units granted
hereunder without any further action of the Committee, unless expressly provided otherwise by the Committee). The Committee shall have
final authority to interpret and construe the terms of this Agreement and the Plan’s terms as they are incorporated herein by reference
and deemed to apply to the Stock Units granted hereunder, and to make any and all determinations under them, and its decision shall be
binding and conclusive upon the Participant and the Participant’s beneficiaries in respect of any questions arising under the Plan
or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan, the official prospectus for the
Plan, which is available by accessing the Company’s intranet at www.replimune.com, and the official prospectus for this
Agreement. The Participant also acknowledges that the Participant had an opportunity to review the Plan and agrees to be bound by all
the terms and provisions of the Plan, as incorporated into this Agreement. Paper copies of the Plan, the official Plan prospectus, and
the official prospectus for this Agreement are available by contacting the Chief Financial Officer of the Company at (781) 222-9606,
or emailing jean.franchi@replimune.com. For the avoidance of doubt, neither the Stock Units granted hereunder nor any shares of
Company Stock issued upon settlement of such Stock Units shall reduce the number of shares of Company Stock available for issuance pursuant
to Grants granted under the Plan.


 


2.           Stock Unit Account. Stock Units represent hypothetical shares of Company Stock, and not
actual shares of stock. The Company shall establish and maintain a Stock Unit account, as a bookkeeping account on its records, for
the Participant and shall record in such account the number of Stock Units granted to the Participant. No shares of Company Stock
shall be issued to the Participant at the time the grant is made, and the Participant shall not be, and shall not have any of the
rights or privileges of, a stockholder of the Company with respect to any Stock Units recorded in the Stock Unit account. The
Participant shall not have any interest in any fund or specific assets of the Company by reason of this award or the Stock Unit
account established for the Participant.


 


3.         
    Vesting.


 


(a)          The
Stock Units are anticipated to become vested over a period of four years, with 25% of the Stock Units vesting on the Designated Vesting
Date (as defined in the following table), and 25% of the Stock Units subject to this Agreement vesting on the yearly anniversaries of
the Designated Vesting Date thereafter for the next three consecutive years (each, a “Vesting Date”); provided that
the Participant continues to be employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date.


 


	Date of Grant	Designated Vesting Date*
	January 1 – March 31	February 15th of the next calendar year
	April 1 – June 30	May 15th   of the next calendar year
	July 1 – September 30	August 15th of the next calendar year
	October 1 – December 30	November 15th of the next calendar year


 






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     *
If a Designated Vesting Date falls on a weekend, federal holiday or any other day the Nasdaq Global Market is closed for trading, such
Designated Vesting Date will become the next active trading day of the Company’s common stock.


 


(b)          The
vesting of the Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce
fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock
Units will be accumulated so that the resulting whole Stock Units will be included in the number of Stock Units that become vested on
the last Vesting Date.


 


(c)           If
the Participant’s employment or service terminates on account of the Participant’s death or Disability before the last Vesting
Date, any unvested Stock Units shall become fully vested upon such termination of employment or service.


 


(d)          In
the event of a Change of Control, the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, in the
event of a Change of Control, the Committee may take such actions as it deems appropriate as described in the Plan.


 


In addition, if the Company
is not the surviving corporation (or survives only as a subsidiary of another corporation) as a result of a Change of Control and the
Stock Units are assumed by, or replaced with an award with comparable terms by, the surviving corporation (or parent or subsidiary of
the surviving corporation) and the Participant’s employment or service is terminated by the Employer without Cause or by the Participant
for Good Reason (if applicable) upon or within 12 months following a Change of Control and before the Stock Units are fully vested in
accordance with the vesting schedule set forth in Section 3(a) above, any unvested Stock Units shall become fully vested upon
such termination of employment or service. In the event that the surviving corporation (or a parent or subsidiary of the surviving corporation)
does not assume or replace the Stock Units with an award with comparable terms, and the Participant is employed by, or providing services
to, the Employer on the date of the Change of Control, any unvested Stock Units shall become fully vested upon the date of the Change
of Control.


 


4.            Termination
of Stock Units. If the Participant ceases to be employed by, or provide service to, the Employer for any reason before all of the
Stock Units vest, any unvested Stock Units shall automatically terminate and shall be forfeited as of the date of the Participant’s
termination of employment or service. No payment shall be made with respect to any unvested Stock Units that terminate as described in
this Section 4.


 


5.            Payment
of Stock Units.


 


(a)           If
and when the Stock Units vest, the Company shall issue to the Participant one share of Company Stock for each vested Stock Unit, subject
to applicable Withholding Taxes (as defined below). Payment shall be made within 30 days after the applicable Vesting Date.


 






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(b)          All
obligations of the Company under this Agreement shall be subject to the rights of the Employer as described in the Plan to withhold amounts
required by law to be withheld for any federal (including FICA), state, local and other taxes with respect to the payment of the Stock
Units (“Withholding Taxes”). The Participant irrevocably (i) has elected, as of the Date of Grant, to sell shares
of Company Stock in an amount having an aggregate Fair Market Value equal to the Withholding Taxes, and to allow the Company’s designated
broker (the “Broker”) to remit the cash proceeds of such sale to the Employer (a “Sell to Cover”)
and (ii) directs the Employer to make a cash payment to satisfy the Withholding Taxes from the cash proceeds of such sale directly
to the appropriate taxing authorities. To the extent the Sell to Cover does not cover all Withholding Taxes due, the Participant shall
be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any Withholding
Taxes that the Employer is required to withhold with respect to the Stock Units.


 


(c)          The
obligation of the Company to deliver Company Stock following vesting of the Stock Units shall be subject to all applicable laws, rules,
and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company
counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.


 


6.            No
Stockholder Rights. Neither the Participant, nor any person entitled to receive payment in the event of the Participant’s death,
shall have any of the rights and privileges of a stockholder with respect to shares of Company Stock, including voting, dividend rights
or dividend equivalent rights, until certificates for shares have been issued upon payment of Stock Units. The Participant acknowledges
that no election under Section 83(b) of the Code is available with respect to Stock Units.


 


7.            No
Employment or Other Rights. The grant of the Stock Units shall not confer upon the Participant any right to be retained by or in the
employ or service of any Employer and shall not interfere in any way with the right of any Employer to terminate the Participant’s
employment or service at any time. The right of any Employer to terminate at will the Participant’s employment or service at any
time for any reason is specifically reserved.


 


8.            Assignment
and Transfers. Except as the Committee may otherwise permit, the rights and interests of the Participant under this Agreement may
not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws
of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose
of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution
or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant,
and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder
shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement
may be assigned by the Company without the Participant’s consent.


 


9.            Applicable
Law; Jurisdiction. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. Any action arising out of,
or relating to, any of the provisions of this Agreement shall be brought only in the United States District Court for the District of
Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Boston,
Massachusetts, and the jurisdiction of such court in any such proceeding shall be exclusive. Notwithstanding the foregoing sentence, on
and after the date a Participant receives shares of Company Stock hereunder, the Participant will be subject to the jurisdiction provision
set forth in the Company’s bylaws.


 






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10.           Notice.
Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Chief Financial Officer at
the corporate headquarters of the Company, and any notice to the Participant shall be addressed to such Participant at the current address
shown on the payroll of the Employer, or to such other address as the Participant may designate to the Employer in writing. Any notice
shall be delivered by hand, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid,
in a post office regularly maintained by the United States Postal Service or by the postal authority of the country in which the Participant
resides or to an internationally recognized expedited mail courier.


 


11.          Company
Policies. The Participant agrees that payment to the Participant shall be made in such manner and on such terms and conditions as
may be required by the Committee and the Employer shall be entitled to set off against the amount of any such payment any amounts otherwise
owed to the Participant by the Employer, to the extent permitted by applicable law. In addition, the Participant agrees that the Stock
Units shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented
by the Board or imposed under applicable rule or regulation from time to time.


 


12.          Application
of Section 409A of the Code. This Agreement is intended to be exempt from section 409A of the Code under the “short-term
deferral” exception and to the extent this Agreement is subject to section 409A of the Code, it will in all respects be administered
in accordance with section 409A of the Code.


 



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IN WITNESS WHEREOF, the Company
has caused an officer to execute this Agreement, and the Participant has executed this Agreement, effective as of the Date of Grant.


 


	 	REPLIMUNE GROUP, INC.
	 	 
	 	/s/
    Jean Franchi
	 	Name: 	Jean Franchi
	 	Title: 	Chief Financial Officer


 


I hereby accept the Stock Units described in this
Agreement, and I agree to be bound by the terms of the Plan and this Agreement, effective as of the Date of Grant. I hereby further agree
that all decisions and determinations of the Committee shall be final and binding.


 


	 	Participant:	/s/ Sushil Patel


 






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