EX-10.3



 Exhibit 10.3 

Restricted Stock Unit No.             

Synageva BioPharma Corp. 

Restricted Stock Unit Award Grant Notice 

Restricted Stock Unit Award Grant under the Company’s 

2014 Equity Incentive Plan 
  

					
	 1.
		 Name and Address of Participant:
		  

			
	 2.
		 Date of Grant of
		  

			 Restricted Stock Unit Award:
		  

			
	 3.
		 Maximum Number of Shares underlying
		  

			 Restricted Stock Unit Award:
		  

		
	 4.
		Vesting of Award: This Restricted Stock Unit Award shall vest as follows provided the Participant is an Employee, director or Consultant of the Company or of an Affiliate on the applicable vesting:

  

					
	 Number of Restricted Stock Units
		 	Vesting Date	  
					
					

 Notwithstanding the foregoing, in the event of a Change of Control in which the Restricted Stock Unit Award is
not being assumed or substituted as provided in Paragraph 23(d) of the Plan, the vesting of the Restricted Stock Unit Award shall accelerate such that the Restricted Stock Unit Award shall become fully vested and exercisable, effective as of
immediately prior to the consummation of the Corporate Transaction that constitutes a Change of Control. 
 In the event (i) of a
Change of Control, and (ii) the Restricted Stock Unit Award remains outstanding after such event, if the Participant is involuntarily terminated by the Company, an Affiliate or any successor corporation without Cause (not including death or
disability) at the time of, or within one (1) year following the Change of Control, then the Restricted Stock Unit Award shall fully accelerate at the effective date of termination of the Participant. 

Change of Control means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation
or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding
immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the
shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting
as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. Notwithstanding the foregoing, a Change of Control
shall not be deemed to occur (A) on account of the acquisition of shares of voting capital stock by any institutional investor or any affiliate thereof or any other person, or persons acting as a group, that acquires the Company’s shares
of voting capital stock in a transaction or series of related transactions that are primarily a private 







 
financing transaction for the Company or (B) solely because the level of ownership held by any institutional investor or any affiliate thereof or any other person, or persons acting as a
group (the “Subject Person”), exceeds the designated percentage threshold of the outstanding shares of voting capital stock as a result of a repurchase or other acquisition of shares of voting capital stock by the Company reducing
the number of shares outstanding, provided that if a Change of Control would occur (but for the operating of this sentence) as a result of the acquisition of shares of voting capital stock by the Company, and after such share acquisition, the
Subject Person becomes the owner of any additional shares of voting capital stock that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding shares of voting capital stock owned by such
Subject Person over the designated percentage threshold, then a Change of Control shall be deemed to occur. 
 The Company and the Participant acknowledge
receipt of this Restricted Stock Unit Award Grant Notice and agree to the terms of the Restricted Stock Unit Agreement attached hereto and incorporated by reference herein, the Company’s 2014 Equity Incentive Plan and the terms of this
Restricted Stock Unit Award as set forth above. 
  

			
	SYNAGEVA BIOPHARMA CORP.
		
	By:		  

	Name:		  

	Title:		  

	
	  

	Participant



  
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 SYNAGEVA BIOPHARMA CORP. 

RESTRICTED STOCK UNIT AGREEMENT - 

INCORPORATED TERMS AND CONDITIONS 

AGREEMENT made as of the date of grant set forth in the Restricted Stock Unit Award Grant Notice between Synageva BioPharma Corp. (the
“Company”), a Delaware corporation, and the individual whose name appears on the Restricted Stock Unit Award Grant Notice (the “Participant”). 

WHEREAS, the Company has adopted the 2014 Equity Incentive Plan (the “Plan”), to promote the interests of the Company by providing
an incentive for employees, directors and Consultants of the Company and its Affiliates; 
 WHEREAS, pursuant to the provisions of the Plan,
the Company desires to grant to the Participant restricted stock units (“RSUs”) related to the Company’s common stock, $0.001 par value per share (“Common Stock”), in accordance with the provisions of the Plan, all on the
terms and conditions hereinafter set forth; and 
 WHEREAS, the Company and the Participant understand and agree that any terms used and not
defined herein have the meanings ascribed to such terms in the Plan. 
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

1. Grant of Award. The Company hereby grants to the Participant the number of RSUs set forth in the Restricted Stock Unit Award Grant
Notice (the “Award”) which represents a contingent entitlement of the Participant to receive shares of Common Stock, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated
herein by reference. The Participant acknowledges receipt of a copy of the Plan. 
 2. Vesting of Award. 

(a) Subject to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the
Restricted Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. On each vesting date set forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive
such number of shares of Common Stock equivalent to the number of RSUs set forth opposite such vesting date provided that the Participant is employed or providing service to the Company or an Affiliate on such vesting date. Such shares of Common
Stock shall thereafter be delivered by the Company to the Participant within five days of the applicable vesting date and in accordance with this Agreement and the Plan. The purchase price is $0.001 per share payable if and when shares of Common
Stock are issued by the Company, which payment will be made by the Company on behalf of the Participant as compensation for the Participant’s prior service to the Company and which amount will be reported as income on the Participant’s W-2
(or other applicable form) in the year of payment. 
 (b) Except as otherwise set forth in this Agreement, if the Participant ceases to be
employed or providing services for any reason by the Company or by an Affiliate (the “Termination”) prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice, then as of the date on which the Participant’s
employment or service terminates, all unvested RSUs shall immediately be forfeited to the Company and this Agreement shall terminate and be of no further force or effect. 







 3. Prohibitions on Transfer and Sale. This Award (including any additional RSUs received
by the Participant as a result of stock dividends, stock splits or any other similar transaction affecting the Company’s securities without receipt of consideration) shall not be transferable by the Participant otherwise than (i) by will
or by the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. Except as provided
in the previous sentence, the shares of Common Stock to be issued pursuant to this Agreement shall be issued, during the Participant’s lifetime, only to the Participant (or, in the event of legal incapacity or incompetence, to the
Participant’s guardian or representative). This Award shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted
transfer, assignment, pledge, hypothecation or other disposition of this Award or of any rights granted hereunder contrary to the provisions of this Section 3, or the levy of any attachment or similar process upon this Award shall be null and
void. 
 4. Forfeiture. 

This Award is subject to forfeiture, termination and rescission, and the Participant is obligated to return to the Company the value received
with respect to the Shares delivered under upon vesting of the RSUs, and any gain realized on a subsequent sale or disposition of Shares), (a) upon or in connection with (i) a breach by the Participant of a non-competition,
non-solicitation, confidentiality or similar covenant or agreement with the Company or an Affiliate; or (ii) an overpayment to the Participant of incentive compensation due to inaccurate financial data; (b) in accordance with Company
policy relating to the recovery of erroneously-paid incentive compensation, as such policy may be amended and in effect from time to time; or (c) as otherwise required by law or applicable stock exchange listing standards, including, without
limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act. By accepting this Award, the Participant hereby agrees to return the full amount required under this Section 4 at such time and in such manner as the Administrator shall
determine in its sole discretion and consistent with applicable law. Neither the Administrator nor the Company will be responsible for any adverse tax or other consequences to the Participant that may arise in connection with this Section 4.

 5. Adjustments. The Plan contains provisions covering the treatment of RSUs and shares of Common Stock in a number of
contingencies such as stock splits. Provisions in the Plan for adjustment with respect to this Award and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated
herein by reference. 
 6. Securities Law Compliance. The Participant specifically acknowledges and agrees that any sales of shares
of Common Stock shall be made in accordance with the requirements of the Securities Act of 1933, as amended. The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the Common
Stock to be granted hereunder. The Company intends to maintain this registration statement but has no obligation to do so. If the registration statement ceases to be effective for any reason or there is a restriction under foreign law, you will not
be able to transfer or sell any of the shares of Common Stock issued to you pursuant to this Agreement unless exemptions from registration or filings under applicable securities laws are available. The Company shall not be obligated to either issue
the Common Stock or permit the resale of any shares of Common Stock if such issuance or resale would violate any applicable securities law, rule or regulation. 

  
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 7. Rights as a Stockholder. The Participant shall have no right as a stockholder,
including voting and dividend rights, with respect to the RSUs subject to this Agreement. 
 8. Incorporation of the Plan. The
Participant specifically understands and agrees that the RSUs and the shares of Common Stock to be issued under the Plan will be issued to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has read and
understands and by which Plan he or she agrees to be bound. The provisions of the Plan are incorporated herein by reference. 
 9. Tax
Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the shares of Common Stock to be issued pursuant to this Agreement
or otherwise sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that if under applicable law the Participant will owe taxes at each vesting date on the portion of the Award then vested the
Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. Any taxes or other amounts required to be withheld by the Company by applicable law or regulation shall be paid, at
the option of the Company as follows: 
 (a) through reducing the number of shares of Common Stock entitled to be issued to the Participant
on the applicable vesting date in an amount equal to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. Fractional shares will not be retained to satisfy any portion of the
Company’s withholding obligation. Accordingly, the Participant agrees that in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount
from the Participant’s paycheck; 
 (b) requiring the Participant to deposit with the Company an amount of cash equal to the amount
determined by the Company to be required to be withheld with respect to the statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the
Participant’s paycheck an amount equal to such amounts due and payable by the Company; or 
 (c) if the Company believes that the sale
of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the sale by the Participant on the applicable vesting date of such number of
shares of Common Stock as the Company instructs a registered broker to sell to satisfy the Company’s withholding obligation, after deduction of the broker’s commission, and the broker shall be required to remit to the Company the cash
necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable.
In addition, if such sale is not sufficient to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding
obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company
and the broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of shares of Common Stock, the Participant shall execute any such documents requested by the broker in order to


  
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effectuate the sale of shares of Common Stock and payment of the withholding obligation to the Company. The Participant acknowledges that this paragraph is intended to comply with
Section 10b5-1(c)(1(i)(B) under the Exchange Act. 
 The Company shall not deliver any shares of Common Stock to the Participant until
it is satisfied that all required withholdings have been made. 
 10. Participant Acknowledgements and Authorizations. 

The Participant acknowledges the following: 

(a) The Company is not by the Plan or this Award obligated to continue the Participant as an employee, director or Consultant of the Company
or an Affiliate. 
 (b) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. 

(c) The grant of this Award is considered a one-time benefit and does not create a contractual or other right to receive any other award under
the Plan, benefits in lieu of awards or any other benefits in the future. 
 (d) The Plan is a voluntary program of the Company and future
awards, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the amount of any award, vesting provisions and the purchase price, if any. 

(e) The value of this Award is an extraordinary item of compensation outside of the scope of the Participant’s employment or consulting
contract, if any. As such the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments. The future value of the shares of Common Stock is unknown and cannot be predicted with certainty. 
 (f) The Participant
(i) authorizes the Company and each Affiliate and any agent of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the
Company or any such Affiliate shall request in order to facilitate the grant of the Award and the administration of the Plan; and (ii) authorizes the Company and its Affiliates to store and transmit such information in electronic form for the
purposes set forth in this Agreement. 
 11. Notices. Any notices required or permitted by the terms of this Agreement or the Plan
shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: 
 If to the Company:

 Synageva BioPharma Corp. 
 33 Hayden Avenue 

Lexington, MA 02421 

Attn:                     

  
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 If to the Participant at the address set forth on the Restricted Stock Unit Award Grant Notice

 or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given on
the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail. 

12. Assignment and Successors. 

(a) This Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the
Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives. 

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 

13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving
effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in the Commonwealth of Massachusetts and agree that such litigation
shall be conducted in the state courts of the Commonwealth of Massachusetts or the federal courts of the United States for the District of Massachusetts. 

14. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then
such provision or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent that this is impossible, then such provision shall be deemed to be excised from this Agreement, and the validity,
legality and enforceability of the rest of this Agreement shall not be affected thereby. 
 15. Entire Agreement. This Agreement,
together with the Plan, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter
hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement provided, however, in any
event, this Agreement shall be subject to and governed by the Plan. 
 16. Modifications and Amendments; Waivers and Consents. The
terms and provisions of this Agreement may be modified or amended as provided in the Plan. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or
not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 

17. Section 409A. The Award of RSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred
compensation rules of Section 409A of the Code as a 

  
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“short term deferral” (as that term is used in the final regulations and other guidance issued under Section 409A of the Code, including Treasury Regulation
Section 1.409A-1(b)(4)(i)), and shall be construed accordingly. 
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