Exhibit 10.1

 

KALOBIOS PHARMACEUTICALS, INC. 
 2012 EQUITY INCENTIVE PLAN
 NOTICE OF STOCK UNIT AWARD

 

You have been granted Stock Units representing shares of common stock of KaloBios Pharmaceuticals, Inc. (the “Company”) on the following terms:

 

	
Name   of Recipient:
    	
«Name»
    
	
 
    	
 
    
	
Total   Number of Stock Units Granted:
    	
«TotalUnits»
    
	
 
    	
 
    
	
Date   of Grant:
    	
«DateGrant»
    
	
 
    	
 
    
	
Vesting   Commencement Date:
    	
«VestDay»
    
	
 
    	
 
    
	
Vesting   Schedule:
    	
The   first «CliffPercent»% of the Stock   Units subject to this award will vest when you complete «CliffPeriod» months of continuous Service   (as defined in the Plan) after the Vesting Commencement Date. [Thereafter, an   additional «IncrementPercent»% of the   Stock Units subject to this award will vest when you complete each additional   «IncrementPeriod»-month period of   continuous Service.] [If the Company is subject to a “Change in Control” (as   defined in the Plan) before your Service terminates, then, to the extent the   Stock Units have not yet become vested, they will vest with respect to 100%   of the unvested shares immediately prior to consummation of the Change in   Control.](1)
    


 

You and the Company agree that these Stock Units are granted under and governed by the terms and conditions of the Company’s 2012 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement, both of which are attached to, and made a part of, this document.

 

You further agree to accept by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you by email.

 

You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s common stock.

 




(1)  For outside directors only.

 











 

	
RECIPIENT
    	
 
    	
KALOBIOS   PHARMACEUTICALS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 

2











 

KALOBIOS PHARMACEUTICALS, INC. 
 2012 EQUITY INCENTIVE PLAN

 

STOCK UNIT AGREEMENT

 

	
Grant   of Stock Units
    	
 
    	
Subject   to all of the terms and conditions set forth in the Notice of Stock Unit   Award, this Stock Unit Agreement (the “Agreement”) and the Plan, the Company   has granted to you the number of Stock Units set forth in the Notice of Stock   Unit Award.

 

All   capitalized terms used in this Agreement shall have the meanings assigned to   them in this Agreement, the Notice of Stock Unit Award or the Plan.
    
	
 
    	
 
    	
 
    
	
Payment   for Stock Units
    	
 
    	
No   payment is required for the Stock Units that you are receiving.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The   Stock Units vest in accordance with the vesting schedule set forth in the   Notice of Stock Unit Award. No additional Stock Units will vest after your   Service has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If   your Service terminates for any reason, then your Stock Units will be   forfeited to the extent that they have not vested before the termination date   and do not vest as a result of the termination of your Service. This means   that any Stock Units that have not vested under this Agreement will be   cancelled immediately. You will not receive any payment for Stock Units that   are forfeited. The Company determines when your Service terminates for all   purposes of your Stock Units.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence and Part-Time Work
    	
 
    	
For   purposes of this award, your Service does not terminate when you go on a   military leave, a sick leave or another bona fide   leave of absence, if the leave was approved by the Company in writing and if   continued crediting of Service is required by applicable law, the Company’s   leave of absence policy, or the terms of your leave. However, your Service   terminates when the approved leave ends, unless you immediately return to   active work.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   you go on a leave of absence, then the vesting schedule specified in the   Notice of Stock Unit Award may be adjusted in accordance with the Company’s   leave of absence policy or the terms of your leave. If you commence working   on a part-time basis, the Company may adjust the vesting schedule so that the   rate of vesting is commensurate with your reduced work schedule.
    


 











 

	
Settlement   of Stock Units
    	
 
    	
Each   Stock Unit will be settled on the first Permissible Trading Day that occurs   on or after the day when the Stock Unit vests. However, each Stock Unit must   be settled not later than March 15th of the calendar year following the calendar   year in which the Stock Unit vests.

 

At   the time of settlement, you will receive one Common Share for each vested   Stock Unit. But the Company, at its sole discretion, may substitute an   equivalent amount of cash if the distribution of stock is not reasonably   practicable due to the requirements of applicable law. The amount of cash   will be determined on the basis of the market value of a Common Share at the   time of settlement.

 

No   fractional shares will be issued upon settlement.
    
	
 
    	
 
    	
 
    
	
“Permissible   Trading Day”
    	
 
    	
“Permissible   Trading Day” means a day that satisfies each of the following requirements:

 

·      The Nasdaq Global Market   is open for trading on that day;

 

·      You are permitted to sell   Common Shares on that day without incurring liability under   Section 16(b) of the Securities Exchange Act of 1934, as amended;

 

·      Either (a) you are   not in possession of material non-public information that would make it   illegal for you to sell Common Shares on that day under Rule 10b-5 of   the Securities and Exchange Commission or (b) Rule 10b5-1 of the   Securities and Exchange Commission is applicable;

 

·      Under the Company’s Insider Trading Policy, you are permitted to sell Company   Shares on that day; and

 

·      You are not prohibited   from Company Shares on that day by a written agreement between you and the   Company or a third party.
    
	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
This   paragraph applies only if the Company determines that you are a “specified   employee,” as defined in the regulations under Code Section 409A at the   time of your “separation from service,” as defined in Treasury Regulation   Section 1.409A-1(h) and it is determined that settlement of these   Stock Units is not exempt from Code Section 409A. If this paragraph   applies, and the event triggering settlement is your “separation from   service,” then any Stock Units that otherwise would have been settled during   the first six months following your “separation from service” will instead be   settled on the first business day following the earlier of (i) the   six-month anniversary of your separation from service or (ii) your   death.

 

Each   installment of Stock Units that vests is hereby designated as a separate   payment for purposes of Code Section 409A.
    


 

2











 

	
Nature   of Stock Units
    	
 
    	
Your   Stock Units are mere bookkeeping entries. They represent only the Company’s   unfunded and unsecured promise to issue Common Shares (or distribute cash) on   a future date. As a holder of Stock Units, you have no rights other than the   rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
No   Voting Rights or Dividends
    	
 
    	
Your   Stock Units carry neither voting rights nor rights to cash dividends. You   have no rights as a stockholder of the Company unless and until your Stock   Units are settled by issuing Common Shares.
    
	
 
    	
 
    	
 
    
	
Stock   Units Nontransferable
    	
 
    	
You   may not sell, transfer, assign, pledge or otherwise dispose of any Stock   Units. For instance, you may not use your Stock Units as security for a loan.
    
	
 
    	
 
    	
 
    
	
Beneficiary   Designation
    	
 
    	
You   may dispose of your Stock Units in a written beneficiary designation. A   beneficiary designation must be filed with the Company on the proper form. It   will be recognized only if it has been received at the Company’s headquarters   before your death. If you file no beneficiary designation or if none of your   designated beneficiaries survives you, then your estate will receive any   vested Stock Units that you hold at the time of your death.
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes
    	
 
    	
No   stock certificates (or their electronic equivalent) or cash will be   distributed to you unless you have made arrangements satisfactory to the   Company for the payment of any withholding taxes that are due as a result of   the vesting or settlement of your Stock Units. If withholding obligations   apply, you may satisfy these withholding obligations by paying cash to the   Company. At the discretion of the Company, these arrangements may also   include (a) payment from the proceeds of the sale of shares through a   Company-approved broker, (b) withholding Common Shares that otherwise   would be issued to you when the Stock Units are settled with a fair market   value no greater than the minimum amount required to be withheld by law,   (c) surrendering Common Shares that you previously acquired with a fair   market value no greater than the minimum amount required to be withheld by   law, or (d) withholding cash from other compensation. The fair market   value of withheld or surrendered Common Shares, determined as of the date   when taxes otherwise would have been withheld in cash, will be applied to the   withholding taxes.

 

To   the extent you fail to make satisfactory arrangements for the payment of any   required withholding taxes, you will permanently forfeit the applicable Stock   Units.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
You   agree not to sell any shares at a time when applicable laws, Company policies   or an agreement between the Company and its underwriters prohibit a sale.   This restriction will apply as long as your Service continues and for such   period of time after the termination of your Service as the Company may   specify.
    


 

3











 

	
Retention   Rights
    	
 
    	
Your   award or this Agreement does not give you the right to be retained by the   Company, a Parent, Subsidiary, or an Affiliate in any capacity. The Company   and its Parents, Subsidiaries, and Affiliates reserve the right to terminate   your Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In   the event of a stock split, a stock dividend or a similar change in Company   stock, the number of your Stock Units will be adjusted accordingly, as the   Company may determine pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect   of Significant Corporate Transactions
    	
 
    	
If   the Company is a party to a merger, consolidation, or certain change in   control transactions, then your Stock Units will be subject to the applicable   provisions of Article 9 of the Plan, provided that any action taken must   either (a) preserve the exemption of your Stock Units from Code   Section 409A or (b) comply with Code Section 409A.
    
	
 
    	
 
    	
 
    
	
Recoupment   Policy
    	
 
    	
This   award, and the Common Shares acquired upon settlement of this award, shall be   subject to any Company recoupment or clawback policy in effect from time to   time.
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This   Agreement will be interpreted and enforced under the laws of the State of   Delaware (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The   Plan and Other Agreements
    	
 
    	
The   text of the Plan is incorporated in this Agreement by reference.

 

The   Plan, this Agreement and the Notice of Stock Unit Award constitute the entire   understanding between you and the Company regarding this award. Any prior   agreements, commitments or negotiations concerning this award are superseded.   This Agreement may be amended only by another written agreement between the   parties.
    


 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
 TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

4