Exhibit 10.10


 





INNOVAGE
HOLDING CORP. 

Restricted Stock Unit Notice

(2021 omnibus INCENTIVE PLAN)


 


InnovAge Holding Corp. (the “Company”),
pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted
Stock Units for the number of shares of Stock set forth below (the “Award”). The Award is subject to
all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”)
and in the RSU Agreement (attached hereto as Attachment I) and the Plan, both of which are incorporated herein in their entirety.
Capitalized terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same meaning as in the
Plan or the RSU Agreement. If there is any conflict between the terms in this Grant Notice
and the Plan, the terms of the Plan will control.


 


	Name of Participant:	 
	Date of Grant:	 
	Vesting Commencement Date:	 
	[Performance Period:]	 
	Number of Shares of Stock Subject to the Award:	                                                                         



 


	Vesting Schedule:	[Time or performance vesting criteria to be inserted].
	 	 
	Issuance Schedule:	Subject to any adjustment as provided in Section 10(a) of the Plan, one share of Stock will be issued for each Restricted Stock
Unit that vests, with the time of issuance set forth in Section ‎6 of the RSU Agreement.




 


Additional Terms/Acknowledgements:
Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the
RSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the RSU Agreement may not be modified,
amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice,
the RSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the
acquisition of Stock pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or
representations on that subject, with the exception of (i) Awards previously granted and delivered to the Participant, and
(ii)  any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting
this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line
or electronic system established and maintained by the Company or another third party designated by the Company.


 






     


     


    

 


	Innovage
Holding Corp.	 	Participant:
	 	 	 
	By:	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	 	Date:	             
	 	 	 
	 	 	 
	Date:	 	 
	 	 	 



 



 


Attachments:
RSU Agreement


 









    - 2 -


     


    

  


Attachment
I



INNOVAGE HOLDING CORP.

2021 omnibus INCENTIVE PLAN


 


RSU
Agreement


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”) and this RSU Agreement (this “Agreement”),
InnovAge Holding Corp. (the “Company”) has granted you an Award of Restricted Stock Units under its 2021
Omnibus Incentive Plan (the “Plan”), with respect to the number of shares of Stock indicated in the Grant
Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the
same meaning as in the Plan.


 


If
there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. The details
of your Award of Restricted Stock Units (this or your “Award”), in addition to those set forth in the
Grant Notice and the Plan, are as follows:


 


1.                  
Grant of the Award. This Award represents the right to be issued
on a future date one (1) share of Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to
any adjustment under Section ‎3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will
credit to a bookkeeping account maintained by or on behalf of the Company for your benefit (the “Account”)
the number of shares of Stock subject to the Award. This Award was granted in consideration of your services to the Company.


 


2.                  
Vesting. Subject to the limitations contained herein, your Award
will vest as provided in your Grant Notice. Vesting will cease upon your Termination. Upon your Termination, the Restricted Stock
Units credited to the Account that were not vested on the date of such Termination will be forfeited at no cost to the Company,
and you will have no further right, title or interest in or to such underlying shares of Stock.


 


3.                  
Number of Shares. The number of shares of Stock subject to your
Award may be adjusted from time to time for capitalization adjustments, as provided in the Plan. Any additional Restricted Stock
Units, shares, cash or other property that becomes subject to the Award pursuant to this Section ‎3, if any, shall
be subject, in a manner determined by the Committee, to the same forfeiture restrictions, restrictions on transferability and time
and manner of delivery as applicable to the other Restricted Stock Units covered by your Award. Notwithstanding the provisions
of this Section ‎3, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this
Section ‎3. Any fraction of a share will be rounded down to the nearest whole share.


 


4.                   Securities
Law Compliance. You may not be issued any shares of Stock under your Award unless the shares of Stock underlying
the Restricted Stock Units are then registered under the Securities Act or, if not registered, the Company has determined
that such issuance of the shares would be exempt from the registration requirements of the Securities Act. The issuance of
shares of Stock must also comply with all other applicable laws and regulations governing the Award and the Company’s
policies, and you shall not receive such Stock if the Company determines that such receipt would not be in material
compliance with such laws, regulations or Company policies, if applicable.


 






     


     


    




 


5.                  
Transfer Restrictions. Prior to the time that shares of Stock have
been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect
of your Award, except that, upon receiving written permission from the Committee or its duly authorized designee, you may, by delivering
written notice to the Company, in a form approved by the Company, designate a third party who, on your death, will thereafter be
entitled to receive the shares issuable in respect of your Award, and in the absence of such a designation, your executor or administrator
of your estate will be entitled to receive any Stock or other consideration that vested but was not issued before your death. For
example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions
on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.


 


6.                  
Date of Issuance.


 


a.                  
The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulation Section
1.409A-1(b)(4) and will be construed and administered in such a manner. The Company shall issue to you one (1) share of Stock for
each Restricted Stock Unit that vests, if any, as soon as practicable following the applicable vesting date(s) (subject to any
adjustment under Section ‎3
above) and in any event within thirty (30) days following the vesting date.


 


b.                  
The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined
by the Company.


 


7.                  
Dividends. You shall receive no benefit or adjustment to your Award
with respect to any cash dividend, stock dividend or other distribution that does not result from the adjustment provided in Section
10(a) of the Plan.


 


8.                  
Restrictive Legends. The shares of Stock issued under your Award
shall be endorsed with appropriate legends, if applicable, as determined by the Company.


 


9.                  
Award Not a Service Contract. This Agreement is not an employment
or service contract, and nothing in this Agreement will be deemed to create in any way whatsoever any obligation on your part to
continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment
or service.


 






     


     


    

 


10.               
Withholding Obligations.


 


a.                   On
or before the time you receive a distribution of the shares of Stock underlying your Award, and at any other time as
reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding
from the shares of Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in
connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate
may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of
the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by
the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a
 “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of Stock to
be delivered in connection with your Restricted Stock Units by delivery of an irrevocable direction to a securities broker
(on a form prescribed by the Committee) to sell a portion of the shares of Stock and to deliver all or part of the sale
proceeds to the Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation;
(iv) withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Award
with an aggregate Fair Market Value (measured as of the date shares of Stock are issued to pursuant to Section ‎6)
equal to the amount of such Withholding Taxes; provided, that to the extent necessary to qualify for an exemption from
application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the
express prior approval of the Committee; or (v) such other arrangements as are satisfactory to the Committee.


 


b.                  
Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no
obligation to deliver to you any shares of Stock.


 


c.                   
In the event the Company’s obligation to withhold arises prior to the delivery to you of shares of Stock or it
is determined after the delivery of shares of Stock to you that the amount of the Company’s withholding obligations was greater
than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to
withhold the proper amount.


 


11.               
Tax Consequences. You hereby agree that the Company does not have
a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You
will not make any claim against the Company, or any of its officers, directors, employees or Affiliates, related to tax liabilities
arising from your Award or your other compensation.


 


12.               
Notices. Any notices provided for in your Award or the Plan will
be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered
by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the
last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation
in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting
this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party designated by the Company.


 


13.               
Unsecured Obligation. Your Award is unfunded, and as a holder of
a vested Award, you shall be considered a general, unsecured creditor of the Company with respect to the Company’s obligation,
if any, to issue shares or other property pursuant to this Agreement.


 






     


     


    

 


14.                Governing
Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a
part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Award and those
of the Plan, the provisions of the Plan will control. This Agreement shall be
governed by and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between YOU
and the Company arising out of or related to this Agreement shall be resolved by arbitration in accordance with THE
PROVISIONS RELATING TO ARBITRATION SET FORTH IN THe PLAN.


 


15.               
Clawback/Recoupment Policy.
 Your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with
The Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any other clawback policy
adopted by the Company and any compensation recovery policy otherwise required by applicable law.


 


16.               
Other Documents. You hereby acknowledge receipt of and the right
to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes
the Plan prospectus.


 


17.               
Effect on Other Employee Benefit Plans. The value of this Award
will not be included as compensation, earnings, salaries or other similar terms used when calculating your benefits under any employee
benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly
reserves its rights to amend, modify or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 


18.               
Voting Rights. You will not have voting or any other rights as
a stockholder of the Company with respect to the shares of Stock to be issued pursuant to this Award until such shares are issued
to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in
this Award, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary
relationship between you and the Company or any other person.


 


19.               
Severability. If all or any part of this Agreement or the Plan
is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate
any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such
a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms
of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


20.               
Data Privacy. You explicitly and unambiguously consent to the collection,
use and transfer, in electronic or other form, of personal data as described in Section 20(g) of the Plan (such Section 20(g)
of the Plan is incorporated herein by reference and made a part hereof) by and among, as applicable, the Company, its Affiliates,
third-party administrator(s) and other possible recipients for the exclusive purpose of implementing, administering and managing
the Plan and Awards and your participation in the Plan. You acknowledge, understand and agree that Data may be transferred to third
parties, which will assist the Company with the implementation, administration and management of the Plan.


 






     


     


    

 


21.               
 Miscellaneous.


 


a.                  
The rights and obligations of the Company under your Award will be transferable to any one or more persons or entities,
and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors
and assigns.


 


b.                  
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination
of the Company to carry out the purposes or intent of your Award.


 


c.                   
You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice
of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.


 


d.                  
This Agreement will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.


 


e.                   
All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all
or substantially all of the business and/or assets of the Company.


 


*        *        *


 


This RSU Agreement
will be deemed to be signed by you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.