EX-10.2





 Exhibit 10.2 

CYTODYN INC 

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT 

NOTICE OF GRANT 

CytoDyn Inc. (the “Company”) is pleased to inform you that you, <<Grantee>>, have been granted the number of
Performance-Based Restricted Stock Units (“PSUs”) indicated below under the Company’s 2012 Equity Incentive Plan, as amended (the “Plan”) and the terms of this Performance-Based Restricted Stock Unit Agreement
(including the Notice of Grant and Appendix A, all of which are the “Agreement”). Subject to the provisions of the Agreement and the Plan, the principal features of this grant are as follows: 

 

			
	Grant Date:	  	
		
	Total Number of PSUs:	  	
		
	Vesting Date:	  	
		
	Performance Conditions:	  	See attached Schedule 1
		
	Performance Period:	  	
		
	Acceptance Deadline:	  	You must accept this grant of PSUs prior to the Acceptance Deadline, which is fourteen (14) days from the Grant Date.

 Other Conditions: 

Except as otherwise provided in the Agreement or by the terms of the Plan, in addition to meeting the Performance Conditions set forth above,
you must be providing Continuous Service to the Company or one of its Affiliates on the Vesting Date in order to vest in the PSUs. 
 Your
acceptance of this grant either by signature below or by electronic acceptance indicates your understanding that this grant is subject to all of the terms described in this Agreement, including Appendix A, and the Plan. Important additional
information on vesting and forfeiture of the PSUs covered by this grant is contained in paragraphs 3, 4 and 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS OF THIS
GRANT. 
 THIS AGREEMENT MUST BE ACCEPTED BY YOU BY THE ACCEPTANCE DEADLINE, OR THIS GRANT OF PSUS WILL AUTOMATICALLY BE CANCELED.

  

									
	CYTODYN INC.	 		 	GRANTEE	 	
					
	By:	 	  
	 		 	  
	 	
	Title:	 	  
	 		 	<<Grantee>>	 	













 APPENDIX A 

TERMS OF PERFORMANCE-BASED RESTRICTED STOCK UNITS 

1.    Grant. The Company hereby grants to you under the Plan the number of PSUs indicated in the Notice of Grant,
subject to all of the terms in this Agreement and the Plan. 
 2.    The Company’s Obligation to Pay. Unless
and until the PSUs have vested in the manner set forth in paragraphs 3 or 4, you will have no right to payment of the PSUs. 

3.    Vesting Schedule. As soon as administratively practicable following the end of the Performance Period shown
in the Notice of Grant, the Compensation Committee will determine whether and to what extent the Performance Conditions have been met, and the number of PSUs that may be awarded on the Vesting Date based upon the achievement of such Performance
Conditions. Any PSUs not earned because of the failure to meet the Performance Conditions will be forfeited. Based upon and subject to the Recipient’s achievement of the Performance Conditions, the PSUs will become vested on the applicable
Vesting Date, provided that you remain in Continuous Service with the Company or one of its Affiliates from the Grant Date through the applicable Vesting Date, except to the extent otherwise provided in this Agreement, or in a written employment
agreement between the Company and you. 
 4.    Acceleration of Vesting. The Administrator may accelerate the
vesting of some or all of the PSUs at any time, subject to the terms of the Plan. If so accelerated, the PSUs will be considered as having vested as of the date specified by the Administrator. In addition, the PSUs will vest upon the following
events and in accordance with the following: 
 (a)    Death or Disability. In the event of your death or
Disability during the Performance Period, you (or your estate, as appropriate) will receive at the end of the Performance Period the number of PSUs determined in accordance with Section 3 above based upon the achievement of the Performance
Conditions, prorated from the beginning of the Performance Period through the date of death or Disability based on the number of your completed months of Continuous Service during the Performance Period. 

(b)    Change in Control. In the event a Change in Control occurs prior to the completion of the Performance
Period, a prorated portion of the PSUs granted hereunder will convert to time-based restricted stock units, with a Vesting Date equal to the date which is the one year anniversary of the Grant Date. The number of PSUs to convert to time-based
restricted stock units hereunder will equal the Target award number shown on Schedule 1, multiplied by a fraction equal to the number of days you were employed during the Performance Period which shall end on the date of the Change in Control, over
the total number of days of the original Performance Period. 
 The vesting of the time-based restricted stock, if so converted, will
additionally be accelerated by the Administrator if, within the 12-month period following the Change in Control, you are terminated without Cause or you resign for Good Reason (as such terms are defined in
your employment offer letter or employment agreement with the Company). If so accelerated, the PSUs will be considered as having vested as of the date of your termination or resignation for Good Reason, subject to your compliance with the
requirements of your employment offer letter or employment agreement, with payment to you as soon as administratively practicable following the date of vesting (but in no event later than March 15 of the calendar year following the calendar
year in which such PSU vested). 
 5.    Payment after Vesting. Any PSUs that vest while you are providing
Continuous Service to the Company or one of its Affiliates in accordance with paragraph 3 will be paid to you (or in the event of your death, to your estate) in shares of Common Stock as soon as administratively practicable following the date of
vesting, subject to paragraph 8. Any PSUs that continue to vest after you cease to be 












 
providing Continuous Service to the Company or one of its Affiliates as provided in paragraph 3 or that vest in accordance with paragraph 4 will be paid to you (or in the event of your death, to
your estate) in shares of Common Stock in accordance with the provision of such paragraphs, subject to paragraph 8. For each PSU that vests, you will receive one share of Common Stock. 

6.    Forfeiture. Except as expressly provided herein, any PSUs that have not vested at the time your Continuous
Service to the Company or one of its Affiliates terminates will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. 

7.    Death. Any distribution or delivery to be made to you under this Agreement will, if you are then deceased, be
made to the administrator or executor of your estate. The administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity
of the transfer and compliance with any applicable laws or regulations. 
 8.    Withholding of Taxes. Regardless
of any action the Company or the company that employs you (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related
withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your
responsibility and that the Company and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of PSUs,
including the grant, vesting and lapse of repurchase rights, the subsequent sale of shares of Common Stock and/or the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the grant of PSUs to
reduce or eliminate your liability for Tax-Related Items. When shares of Common Stock are issued as payment for vested PSUs, you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you
are a non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction. the Company or the Employer is required to withhold from you an amount that is sufficient to pay the minimum federal,
state and local income, employment and any other applicable taxes required to be withheld by the Company or the Employer with respect to the shares of Common Stock issued to you. the Company or the Employer may, in its discretion, meet this
withholding requirement in any one or more of the following ways: 
 (a)    by withholding or selling a portion of the
shares that otherwise would be paid out for your vested PSUs; 
 (b)    by withholding the amount necessary to pay the
applicable taxes from your paycheck, with no withholding of shares; 
 (c)    by requiring you to make alternate
arrangements to meet the withholding obligation; or 
 (d)    such other method as the Company or the Administrator may
elect in compliance with local law. 
 No payment of shares will be made to you (or your estate) for PSUs unless and until satisfactory arrangements (as
determined by the Company) have been made by you to fulfill the Company’s (or the Employer’s) obligation to withhold or collect any income and other taxes with respect to the PSUs. By accepting this grant, you expressly consent to and
authorize the withholding of Shares and to any additional (or alternative) cash withholding as provided for in this paragraph 8. All income and other taxes related to the PSU award and any shares delivered in payment thereof are your sole
responsibility. 
 9.    Nature of Grant. In accepting this Award, you acknowledge that: (a) the Plan is
established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, 

  
 A-1 













 
suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of PSUs is voluntary and occasional and does not create any
contractual or other right to receive future grants of PSUs, or benefits in lieu of such grants even if PSUs have been granted repeatedly in the past; (c) all decisions with respect to future PSU grants, if any, will be at the sole discretion
of the Company; (d) you are voluntarily participating in the Plan; (e) the grant of PSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which
is outside the scope of your employment contract, if any; (f) the PSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (g) the future value of the shares of Common Stock issuable under this Agreement is unknown and cannot be predicted with certainty.

 10.    Address for Notices. Any notice to be given to the Company under the terms of this Agreement must be
addressed to the Company, in care of its General Counsel, 1111 Main Street Suite 660. Vancouver, WA 98660, or at such other address as the Company may hereafter designate in writing. 

11.    Grant is Not Transferable. Except to the limited extent provided in paragraph 7 above, this grant (and
the associated rights and privileges) cannot be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or of any associated right or privilege, or upon any attempted sale under any execution, attachment or similar process, this grant and the associated rights and privileges
will immediately become null and void. 
 12.    Restrictions on Sale of Securities. The shares of Common Stock
issued as payment for vested PSUs will be registered under the U.S. federal securities laws and will be freely tradable upon receipt. However, your subsequent sale of the shares will be subject to any market blackout-period that may be imposed by
the Company and must comply with the Company’s insider trading policies, and any other applicable securities and other laws. 

13.    Delay in Payment. Notwithstanding any other part of this Agreement, any PSU otherwise payable to you
pursuant to this Agreement will not be paid during the six-month period following your termination of Continuous Service unless the Company determines, in its good faith judgment, that the payment would not
cause you to incur an additional tax under Section 409A of the Code and any temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder (“Section 409A”). If the payment of any amounts are delayed as a
result of the previous sentence, any PSU otherwise payable to you during the six (6) months following your termination will accrue during such six-month period and will become payable in shares of Common
Stock on the date six (6) months and one (1) day following the date of your termination. 
 14.    Binding
Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 15.    Conditions for Issuance of Certificates for Stock. Any shares of Common Stock deliverable to you may be
either previously authorized but unissued shares or issued shares that have been reacquired by the Company. The Company will not be required to issue any certificate or certificates for shares hereunder prior to fulfillment of all the following
conditions: (a) the admission of the shares to listing on all stock exchanges on which the stock is listed; (b) the completion and continued effectiveness of any registration or other qualification of the shares under any U.S. state or
federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory 

  
 A-2 













 
body that the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or federal governmental
agency or any other governmental regulatory body that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of a reasonable period of time following the date of vesting or other scheduled
payout of the PSUs as the Administrator may establish from time to time for reasons of administrative convenience. 

16.    Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict
between this Agreement and the Plan, the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan. 

17.    Captions. Captions used in this Agreement are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 
 18.    Agreement Severable. In the event that any provision
in this Agreement is held invalid or unenforceable, the provision will be severable from, and the invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. 

19.    Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects
covered. You expressly warrant that you are not executing this Agreement in reliance on any promises, representations, or inducements other than those contained in the Agreement. 

20.    No Effect on Employment or Service. YOU FURTHER ACKNOWLEDGE THAT NOTHING IN THIS AGREEMENT CONSTITUTES A
CONTRACT OF EMPLOYMENT AND THAT EACH OF YOU AND THE COMPANY (INCLUDING ITS SUBSIDIARIES AND AFFILIATES) RESERVES THE RIGHT TO TERMINATE THE EMPLOYMENT OR SERVICE RELATIONSHIP AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT
NOTICE, WHEREVER ALLOWED BY LOCAL LAWS. 
 21.    Notice of Governing Law. This grant of PSUs is governed by, and
will be construed in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by
this grant or the Agreement, the parties agree to submit to and consent to the exclusive jurisdiction of the State of Washington and agree that such litigation shall be brought in the United States District Court for the Western District of
Washington (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Washington state court in Clark County), and no other courts, where this grant is made and/or to be performed. 

22.    Electronic Notice. The Recipient consents and agrees to electronic delivery of any documents that the
Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection
with this Agreement and any other award made under the Plan. The Recipient understands that, unless earlier revoked by the Recipient by giving written notice to the Company at CytoDyn Inc., ATTN: General Counsel, 1111 Main Street, Suite 660,
Vancouver, WA 98660, this consent will be effective for the duration of the PSU. By accepting the terms and conditions of this Agreement, the Recipient acknowledges receipt of a copy of the Plan, Prospectus, and the Company’s most recent Annual
Report and Proxy Statement (the “Prospectus Information”). The Recipient represents that he or she is familiar with the terms and provisions of the Prospectus Information and hereby accepts this PSU on the terms and conditions set
forth herein and in the Plan, and acknowledges that he or she had the opportunity to obtain independent legal advice at his or her expense prior to accepting this PSU. 

  
 A-3 













 SCHEDULE 1 

PERFORMANCE CONDITIONS 
 Target
Number of PSUs: 
 [Performance conditions may include, but are not limited to, achievement of financial measures such as revenue, EBITDA, revenues from a
product or division, total shareholder return, stock price increase, growth measures, return on equity, return on capital, cash flow, earnings measures, operating profit/margin, operating income, net earnings, net income or net loss, or strategic
business measures, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, business expansion goals, stock listing criteria, objectively identified project milestones, testing milestones, production
volume levels, cost targets, regulatory approvals, product achievements, product line expansion, employee retention, goals relating to acquisition, divestitures, or financing]