Corindus Vascular Robotics, Inc. 10-K


Exhibit 10.26


 


Restricted Stock Unit No.________


 


CORINDUS VASCULAR ROBOTICS, INC. 


 


Restricted Stock Unit Award Grant Notice


Restricted Stock Unit Award Grant under the
Company’s


Amended and Restated 2014 Stock Award 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 a director of the Company on the applicable vesting date:


 


The Restricted Stock Unit Award
shall vest in four successive equal quarterly installments from the Date of Grant.


 


Notwithstanding the foregoing,
in the event of a Change of Control, this Restricted Stock Unit Award shall fully vest and the Participant shall receive on the
same day such event occurs such number of shares of Common Stock equivalent to the number of Restricted Stock Units subject to
this Restricted Stock Unit Award which have not yet vested under this Agreement.


 


	5. 	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 Amended and Restated 2014 Stock Award Plan and the terms of this Restricted Stock Unit Award as set forth above.


 


	 	CORINDUS VASCULAR ROBOTICS, INC. 
	 	 
	 	By: 	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	[Participant]


 




    	 



    	 



    

 


CORINDUS VASCULAR ROBOTICS, INC. 


 


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 Corindus Vascular Robotics, Inc., a Delaware corporation
(the “Company”), and the individual whose name appears on the Restricted Stock Unit Award Grant Notice (the “Participant”).


 


WHEREAS, the Company has
adopted the Amended and Restated 2014 Stock Award 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, $0.0001 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 promises 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 an award for the number of RSUs set forth in the Restricted Stock Unit
Award Grant Notice (the “Award”). Each RSU represents a contingent entitlement of the Participant to receive one share
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 as set forth in the Restricted Stock Unit Award Grant Notice provided that the
Participant is providing service to the Company as a director 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.


 


(b)       


Except
as otherwise set forth in this Agreement, if the Participant ceases to provide services as a director for any reason (the “Termination”)
prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice, then as of the Termination, 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. 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. 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). The Participant hereby
agrees that, for a period of three (3) years commencing on the applicable grant date, the Participant shall not lend, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right,
or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, such shares of Common Stock, or enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
such shares of Common Stock, whether any such transaction is to be settled by delivery of Common Stock or other securities, in
cash, or otherwise; provided, however, such restriction shall terminate upon the date the Participant ceases to provide
services to the Company as a director. Any attempted transfer, assignment, pledge, hypothecation or other disposition of this Award,
the shares of Common Stock to be issued pursuant to this Agreement, 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.       


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.


 


5.       


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, Participant will not be able to transfer or sell any of the shares of Common Stock issued to the Participant pursuant
to this Agreement unless exemptions from registration or filings under applicable securities laws are available. Furthermore, despite
registration, applicable securities laws may restrict the ability of the Participant to sell his or her Common Stock, including
due to the Participant’s affiliation with the Company. 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.


 


6.       


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.


 


7.       


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.


 


8.       


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.


 


9.       


Data
Privacy. 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 each Affiliate to store and transmit such information in electronic form for the purposes
set forth in this Agreement.


 


10.       


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:


 


Corindus Vascular Robotics, Inc.


309 Waverley Oaks Road, Suite 105


Waltham, MA 02452


Attention: Chief Financial Officer


 


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. 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, whether
at law or in equity, 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 “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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