Exhibit 10.14





CENTURY THERAPEUTICS, INC. 2021 EQUITY INCENTIVE
PLAN


 


RESTRICTED STOCK UNIT GRANT NOTICE AND


AWARD AGREEMENT


 


Century
Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”),
hereby grants to the individual listed below (“Participant”) the number of restricted stock units set forth below (the
 “Restricted Stock Units”). The Restricted Stock Units described in this Restricted Stock Unit Grant Notice (the “Grant
Notice”) are subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the
 “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized
terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.


 


	Participant:	[_________]
	 	 
	Grant Date:	[_________]
	 	 
	Total Number of Restricted Stock Units:	[_________]
	 	 
	Vesting Schedule:	[_________]


  


By signing
below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. This document may
be executed, including by electronic means, in multiple counterparts, each of which will be deemed an original, and all of which together
will be deemed a single instrument.


 





	CENTURY
    THERAPEUTICS, INC.	 	participant	 
	 	 	 	 
	 	 	 	 
	Name:	 	Name:	 
	Title:	 	 	 


 






    


     


    




 








EXHIBIT A


TO RESTRICTED STOCK
Unit GRANT NOTICE


 


AWARD AGREEMENT


 


1.            
Award of Restricted Stock Units. Effective as of the Grant Date set forth in the Grant Notice, the Company has granted to
Participant the number of Restricted Stock Units set forth in the Grant Notice, subject to the restrictions and on the terms and conditions
set forth in the Grant Notice, the Plan and this Agreement. Each Restricted Stock Unit represents the right to receive one Share at the
times and subject to the conditions set forth herein.


 


2.            
Vesting of Restricted Stock Units.


 


a.                 
Subject to the continued service of Participant with the Company through the relevant vesting dates, the Restricted Stock Units
will become vested in such amounts and at such times as set forth in the Grant Notice.


 


b.                
Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company
(for only so long as such entity remains an Affiliate of the Company).


 


c.                 
Upon Participant’s death during his or her continuous service with the Company, any Restricted Stock Units that are outstanding
and unvested immediately prior to Participant’s death will remain outstanding for ninety (90) days, during which time the Committee
may, in its sole discretion, vest all or a portion of such Restricted Stock Units. If the Committee decides to vest any Restricted Stock
Units under this Section 2.c it may condition such vesting on the execution by the Participant’s estate and/or beneficiaries of
a general release of claims against the Company and its affiliates, in such form as the Company may prescribe (a “Release”).
Upon the ninetieth (90th) day following Participant’s death, any portion of the unvested Restricted Stock Units that the Committee
has not determined to vest in accordance with this Section 2.c will be forfeited.


 


d.                
Unless otherwise provided in the Grant Notice or in Participant’s employment agreement, upon the cessation of Participant’s
service with the Company for any reason other than as described in Section 2.c above, any unvested Restricted Stock Units will be forfeited
automatically.


 


3.            
Settlement.


 


a.                Shares
will be issued in respect of vested Restricted Stock Units within sixty (60) days following the applicable vesting date or event. For
avoidance of doubt, this settlement timing is intended to comply with the “short-term deferral” exemption from Section 409A
of the Code.


 


b.               The
Restricted Stock Units will not confer on Participant any rights as a stockholder of the Company until Shares are actually issued in
settlement of such Restricted Stock Units.


 


c.               Notwithstanding
the foregoing, to the extent provided in Prop. Treas. Reg. § 1.409A-1(b)(4)(ii) or any successor provision, the Company may delay
settlement of Restricted Stock Units if it reasonably determines that such settlement would violate federal securities laws or any other
applicable law.


 


4.           
 Non-Transferability of Restricted Stock Units. Restricted Stock Units may not be sold, pledged, assigned, hypothecated,
gifted, transferred or disposed of in any manner, either voluntarily or involuntarily, other than by will or by the laws of descent and
distribution.


 






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5.           
Section 409A. The grant of Restricted Stock Units is intended to be exempt from Section 409A of the Code and should be interpreted
accordingly. Nonetheless, the Company does not guarantee the tax treatment of the Restricted Stock Units.


 


6.            
No Continuation of Service. Neither the Plan nor this Agreement will confer upon Participant any right to continue in the
employment or service of the Company or any of its Affiliates, or limit in any respect the right of the Company or its Affiliates to discharge
Participant at any time, for any reason.


 


7.            
The Plan. Participant has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts
the Award subject to the terms and provisions of the Plan. Pursuant to the Plan, the Committee is authorized to interpret the Plan and
to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee with respect to questions arising under the Plan, the Grant Notice
or this Agreement.


 


8.            
Company Policies. Participant agrees, in consideration for the grant of the Restricted Stock Units, to be subject to any
policies of the Company and its Affiliates regarding clawbacks, securities trading, and hedging or pledging of securities that may be
in effect from time to time, or as may otherwise be required by applicable law, regulation or exchange listing standard.


 


9.            
Entire Agreement. The Grant Notice and this Agreement, together with the Plan, represent the entire agreement between the
parties with respect to the subject matter hereof and supersede any prior agreement, written or otherwise, relating to the subject matter
hereof.


 


10.           Amendment.
This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement
without Participant’s consent, if the amendment does not materially impair Participant’s rights hereunder.


 


11.          
Governing Law. This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to
the application of the principles of conflicts of laws.


 


12.          
Headings. The headings in this Agreement are for convenience only. They form no part of the Agreement and will not affect
its interpretation.


 


13.         
Tax Withholding. Participant acknowledges that the issuance of Shares hereunder will give rise to taxable income subject
to required withholding. In accordance with Section 15 of the Plan, the obligations of the Company hereunder are conditioned on the Participant
timely paying, or otherwise making arrangements satisfactory to the Company regarding the timely satisfaction of, such required withholding.


 


If the Company has not elected
to settle such required withholding through the withholding of Shares and other arrangements acceptable to the Company have not been
made, the Company may require that Participant sell Shares issuable hereunder to satisfy the required withholding. Accordingly, Participant
hereby irrevocably authorizes the Company to (a) sell on Participant’s behalf such number of Shares issuable hereunder as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy the required withholding, and (b) to remit proceeds equal
to the required withholding to the applicable tax authorities (or to retain proceeds equal to the required withholding, to the extent
the Company has already deposited such amount with the applicable tax authorities). To the extent the proceeds of such sale exceed the
required withholding, the excess proceeds will be paid to Participant. Participant acknowledges that he or she will be responsible for
all broker’s fees and other costs of such sale and that the Company is under no obligation to arrange for such sale at any particular
price.


 






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Participant further agrees to execute such
additional documents as may be reasonably necessary to facilitate such transactions.


 


14.         
Electronic Delivery of Documents. Participant authorizes the Company to deliver electronically any prospectuses or other
documentation related to the Option and any other compensation or benefit plan or arrangement in effect from time to time (including,
without limitation, reports, proxy statements or other documents that are required to be delivered to participants in such arrangements
pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation, delivery
by means of e-mail or e-mail notification that such documentation is available on the Company’s Intranet site. Upon written request,
the Company will provide to Participant a paper copy of any document also delivered to Participant electronically. The authorization described
in this paragraph may be revoked by Participant at any time by written notice to the Company.



 






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