Exhibit 10.6


 


IN8BIO, Inc.

RSU Award Grant Notice

(2020 Equity Incentive Plan)


 


IN8bio, 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 Company’s 2020 Equity Incentive Plan (the “Plan”)
and the Award Agreement (the “Agreement”), which are 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:	 	 	 
	 	 	 	 
	Vesting Commencement Date:	 	 	 
	 	 	 	 
	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 for each restricted stock unit which vests at the time set forth in Section 5 of the
Agreement.



 


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 a 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 employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in
each case that specifies the terms that should govern this RSU Award.



 


	IN8bio, Inc.	 	Participant:
	 	 	 	 	 
	By:	       	 	 
	 	Signature	 	 	Signature
	 	 	 	 	 
	Title:	 	 	Date:	    
	 	 	 	 	 
	Date:	 	 	 	 



 






    


     


    

 


IN8BIO, Inc.





2020
Equity Incentive Plan


 


Award
Agreement (RSU Award)


 


As reflected by your
Restricted Stock Unit Grant Notice (“Grant Notice”), IN8bio, Inc. (the “Company”)
has granted you a RSU Award under its 2020 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 Award Agreement for your RSU Award (the “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. 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 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 your RSU Award with respect to any cash dividend, stock dividend or other distribution
that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall 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.


 


4.            Withholding
Obligations.


 


(a)            Regardless
of any action taken by the Company or, if different, the Affiliate to which you provide Continuous Service (the “Service
Recipient”) with respect to any income tax, social insurance, payroll tax, fringe benefits tax, payment on account
or other tax-related items associated with the grant or vesting of the RSU Award or sale of the underlying Common Stock or other
tax-related items related to your participation in the Plan and legally applicable to you (the “Tax Liability”),
you hereby acknowledge and agree that the Tax Liability is your ultimate responsibility and may exceed the amount, if any, actually
withheld by the Company or the Service Recipient. You further acknowledge that the Company and the Service Recipient (i) make
no representations or undertakings regarding any Tax Liability in connection with any aspect of this RSU Award, including, but
not limited to, the grant or vesting of the RSU Award, the issuance of Common Stock pursuant to such vesting, the subsequent sale
of shares of Common Stock, and the payment of any dividends on the Common Stock; and (ii) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the RSU Award to reduce or eliminate your Tax Liability or achieve
a particular tax result. Further, if you are subject to Tax Liability in more than one jurisdiction, you acknowledge that the Company
and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax Liability
in more than one jurisdiction.


 






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(b)            Prior
to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company
and/or the Service Recipient to satisfy all Tax Liability. As further provided in Section 8 of the Plan, you hereby authorize
the Company and any applicable Service Recipient to satisfy any applicable withholding obligations with regard to the Tax Liability
by any of the following means or by a combination of such means: (i) causing you to pay any portion of the Tax Liability in
cash or cash equivalent in a form acceptable to the Company; (ii) withholding from any compensation otherwise payable to you
by the Company or the Service Recipient; (iii) withholding shares of Common Stock from the shares of Common Stock issued or
otherwise issuable to you in connection with the Award; provided, however, that to the extent necessary to qualify for an
exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will
be subject to the express prior approval of the Board or the Company’s Compensation Committee; (iv) permitting or requiring
you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial
Industry Regulatory Authority (a “FINRA Dealer”), pursuant to this authorization and without further
consent, whereby you irrevocably elect to sell a portion of the shares of Common Stock to be delivered in connection with your
Restricted Stock Units to satisfy the Tax Liability and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary
to satisfy the Tax Liability directly to the Company or the Service Recipient; and/or (v) any other method determined by the
Company to be in compliance with Applicable Law. Furthermore, you agree to pay the Company or the Service Recipient any amount
the Company or the Service Recipient may be required to withhold, collect, or pay as a result of your participation in the Plan
or that cannot be satisfied by the means previously described. In the event it is determined that the amount of the Tax Liability
was greater than the amount withheld by the Company and/or the Service Recipient (as applicable), you agree to indemnify and hold
the Company and/or the Service Recipient (as applicable) harmless from any failure by the Company or the applicable Service Recipient
to withhold the proper amount.


 


(c)            The
Company may withhold or account for your Tax Liability by considering statutory withholding amounts or other withholding rates
applicable in your jurisdiction(s), including (i) maximum applicable rates in your jurisdiction(s), in which case you may
receive a refund of any over-withheld amount in cash (whether from applicable tax authorities or the Company) and you will have
no entitlement to the equivalent amount in Common Stock or (ii) minimum or such other applicable rates in your jurisdiction(s),
in which case you may be solely responsible for paying any additional Tax Liability to the applicable tax authorities or to the
Company and/or the Service Recipient. If the Tax Liability withholding obligation is satisfied by withholding shares of Common
Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested portion
of the RSU Award, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying such
Tax Liability.


 


(d)            You
acknowledge that you may not participate in the Plan and the Company shall have no obligation to deliver shares of Common Stock
until you have fully satisfied the Tax Liability, as determined by the Company. Unless any withholding obligation for the Tax Liability
is satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award.


 


5.            Date
of Issuance.


 


(a)            The
issuance of shares in respect of the Restricted Stock Units is intended to comply with U.S. Treasury Regulations
Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Tax
Liability withholding obligation, if any, in the event one or more Restricted Stock Units vests, the Company shall issue to
you one (1) share of Common Stock for each vested Restricted Stock Unit on the applicable vesting date. 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


 






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(ii)            either
(1) a Tax Liability withholding obligation does not apply, or (2) the Company decides, prior to the Original Issuance
Date, (A) not to satisfy the Tax Liability withholding obligation by withholding shares of Common Stock from the shares otherwise
due, on the Original Issuance Date, to you under this Award, and (B) 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) and (C) not to permit
you to pay your Tax Liability in cash, 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 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), or, if and only if permitted in a manner that complies with U.S. Treasury Regulations Section 1.409A-1(b)(4),
no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the
shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning
of U.S. Treasury Regulations Section 1.409A-1(d).


 


6.            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


 


7.            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.


 


8.            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.


 


9.            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 which will give effect to the terms of such Section or part of a Section to the fullest extent possible while
remaining lawful and valid.


 


10.          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.


 


11.          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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