EX-10.16




 Exhibit 10.16 

 

OMNIAB, INC. 

2022 INCENTIVE AWARD PLAN 


RESTRICTED STOCK UNIT GRANT NOTICE 

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the
meanings given to them in the 2022 Incentive Award Plan (as amended from time to time, the “Plan”) of OmniAb, Inc. (the “Company”). 

The Company hereby grants to the participant listed below (“Participant”) the Restricted Stock Units described in this
Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated
into this Grant Notice by reference. 
  

			
	Participant:	  	[Insert Participant Name]
		
	Grant Date:	  	[Insert Grant Date]
		
	Target Number of RSUs Subject to Award (“Target RSUs”):	  	[Insert Number of Target RSUs]
		
	Maximum Number of RSUs Subject to Award (“Maximum RSUs”):	  	[____]% of Target RSUs
		
	Vesting Schedule:	  	The RSUs shall vest as set forth in Exhibit B attached hereto.

 If the Company uses an electronic capitalization table system (such as E*Trade, Shareworks or Carta) and the
fields in this Grant Notice are blank or the information is otherwise provided in a different format electronically, the blank fields and other information will be deemed to come from the electronic capitalization system and is considered part of
this Grant Notice. 
 By accepting (whether in writing, electronically or otherwise, including an acceptance through an electronic
capitalization table system used by the Company) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has
received a copy of the prospectus for the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. 

Internet Availability of Plan Materials. The Company will furnish Plan materials (including the Plan, prospectus, annual report on Form
10-K and proxy statement and other information provided to the Company’s stockholders) relating to the Plan to Participant electronically, instead of mailing printed copies of these materials to each
person eligible to participate in the plans. This process is designed to expedite Participant’s receipt of the plan materials, reduce the costs of printing and distributing these materials, and help conserve natural resources. These materials
are available through the Company’s electronic capitalization table system (such as E*Trade, Shareworks or Carta) and the annual report on Form 10-K and proxy statement and other information provided to
our stockholders is also available on the Company’s website at [insert location]. However, if Participant would prefer to receive printed copies of the Plan materials or information provided to the Company’s stockholders without
charge, please contact: OmniAb, Inc., Attn: Secretary, [Address], Telephone: [Phone], Email: [Email]. 












									
	OMNIAB, INC.	 		 	PARTICIPANT
					
	By:	 	  
	 		 	By:	 	  

	Print Name:	 	  
	 		 	Print Name:	 	  

	Title:	 	  
	 		 		 	


  
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 EXHIBIT A 

RESTRICTED STOCK UNIT AGREEMENT 

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant
Notice, in the Plan. 
 ARTICLE I. 

GENERAL 

1.1    Award of RSUs. The Company has granted the RSUs to Participant effective as of the grant date set forth in
the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have
vested. 
 1.2    Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in
this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control. 

1.3    Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation
payable only from the Company’s general assets. 
 ARTICLE II. 

VESTING; FORFEITURE AND SETTLEMENT 

2.1    Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice (the
“Vesting Schedule”), except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Except as provided in the Grant Notice, in the event of
Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between
Participant and the Company. Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such RSUs. 

2.2    Settlement. 

(a)    RSUs will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in
no event more than sixty (60) days after the applicable vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest
date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably
believes the delay will not result in the imposition of excise taxes under Section 409A. 
 (b)    All
distributions shall be made by the Company in the form of whole shares of Common Stock. 
 (c)    Neither the time nor
form of distribution of Shares with respect to the RSUs may be changed, except as may be permitted by the Administrator in accordance with the Plan and Section 409A of the Code and the Treasury Regulations thereunder. 

  
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 ARTICLE III. 

TAXATION AND TAX WITHHOLDING 

3.1    Tax Withholding. 

(a)    The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs
to Participant or his or her legal representative unless and until Participant or his or her legal representative will have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes required by Applicable Law to
be withheld in connection with the vesting, exercise or settlement of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs (the “Tax Withholding Obligation”).
Subject to Section 9.5 of the Plan, the Company will have the authority and the right to deduct or withhold, or require Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding Obligation, including, without
limitation, the authority to deduct such amounts from other compensation payable to Participant by the Company. 

(b)    Unless Participant elects to satisfy the Tax Withholding Obligation by some other means in accordance with
Section 9.5 of the Plan, the Company will have the right, but not the obligation, with respect to the Tax Withholding Obligation arising as a result of the vesting, exercise or settlement of the RSUs, to treat Participant’s failure to
provide timely payment in accordance with Section 9.5 of the Plan as Participant’s election to satisfy the Tax Withholding Obligation by requesting the Company to withhold a net number of vested Shares otherwise issuable pursuant to the
RSUs having a then-current fair market value not exceeding the amount necessary to satisfy the Tax Withholding Obligation (provided that if Participant is subject to Section 16 of the Exchange Act, any such action by the Company will require
the approval of the Administrator) in accordance with Section 9.5 of the Plan. 
 3.2    Participant
Responsibility; No Company Liability. Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any
Tax Withholding Obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the tax treatment to Participant in connection with the awarding, vesting or settlement of
the RSUs or the subsequent sale of Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability. 

3.3    Representation. Participant represents to the Company that Participant has reviewed with Participant’s
own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its
agents. 
 ARTICLE IV. 

OTHER PROVISIONS 

4.1    Award Not Transferable; Other Restrictions. Without limiting the generality of any other provision hereof,
the Award will be subject to the restrictions on transferability set forth in Section 9.1 of the Plan. Without limiting the generality of any other provision hereof, Participant hereby expressly acknowledges that Section 10.8 (“Lock-Up Period”) and Section 10.13 (“Clawback Provisions”) of the Plan are expressly incorporated into this Agreement and are applicable to the Shares issued pursuant to this
Agreement. 
 4.2    Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs are
subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. 

  
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 4.3    Notices. Any notice to be given under the terms of this
Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given
under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to
this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited
with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation. 

4.4    Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation
or construction of this Agreement. 
 4.5    Conformity to Securities Laws. Notwithstanding any other provision
of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. Participant acknowledges that the Plan, the Grant Notice and
this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended to the extent necessary to conform to such Applicable Laws or any such exemptive rule described
in the preceding sentence. 
 4.6    Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the
benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
 4.7    Entire
Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
hereof. This Agreement may be amended by the Company in accordance with Section 9.6 of the Plan. 

4.8    Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal
or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement. 

4.9    Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than
as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets.
Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Shares as a general
unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement. 

4.10    Rights as a Stockholder. Neither Participant nor any person claiming under or through Participant will have
any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records
of the Company or its transfer agents or registrars, 

  
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and delivered to Participant (including through electronic delivery to a brokerage account). Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will
have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares.  

4.11    Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon
Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or
terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 

4.12    Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any
electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument. 

4.12    Governing Law. The provisions of the Plan and all Awards made thereunder, including the RSUs, shall be
governed by and interpreted in accordance with the laws of the State of Delaware, disregarding choice-of-law principles of the law of any state that would require the
application of the laws of a jurisdiction other than such state. 
 4.13    Section 409A. 

(a)    Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and
the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the Grant Date, “Section 409A”). The Administrator may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant
Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to comply with the requirements of
Section 409A. 
 (b)    This Agreement is not intended to provide for any deferral of compensation subject to
Section 409A of the Code, and, accordingly, the Shares issuable pursuant to the RSUs hereunder shall be distributed to Participant no later than the later of: (A) the fifteenth (15th) day of the third month following Participant’s
first taxable year in which such RSUs are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such RSUs are no longer subject to
substantial risk of forfeiture, as determined in accordance with Section 409A and any Treasury Regulations and other guidance issued thereunder. 

* * * * * 

  
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 EXHIBIT B 

PERFORMANCE-BASED VESTING 

Capitalized terms used in this Exhibit B and not defined in Section 3 below shall have the meanings given them in the Agreement to
which this Exhibit B is attached. 
 [Vesting to be specified in individual award agreement: Insert vesting.] 

  
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