EXHIBIT 10.1


 


ENDOCYTE, INC.

2010 EQUITY INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

 


This Award Agreement
(“Award Agreement”), dated as of __________ ___, 20__, is by and between Endocyte,
Inc., a Delaware corporation (the “Company”), and ________ (“Participant”). Unless otherwise defined herein,
the terms defined in the Endocyte, Inc. 2010 Equity Incentive Plan (the “Plan”), shall have the same defined meanings
in this Award Agreement.


 


		I.	NOTICE OF GRANT



 


		Participant:	



 


The Company has granted
the Participant an award of time-based restricted stock units ("RSUs"), subject to the terms and conditions of the Plan
and this Award Agreement, as follows:


 


	Number of RSUs:	 
	Award Date:	 
	Vesting Schedule:	 





 


II. AGREEMENT


 


1. Grant of Award. As of the Award Date indicated in the Notice of Grant above, the Company hereby grants to Participant
an award of RSUs (the “Award”), subject to the terms and conditions of the Plan, which is incorporated herein by reference,
and this Award Agreement. Until the RSUs are actually settled and paid, each RSU represents an unfunded and unsecured obligation
of the Company of an amount equal to the Fair Market Value of one Share, subject to the vesting and other restrictions, terms and
conditions contained in this Award Agreement and the Plan. Except as may be required by law, Participant is not required to make
any payment (other than payments for taxes pursuant to the Plan) or provide any consideration other than the rendering of future
services to the Company.


 


2. General.
This Award does not entitle Participant to any rights of a holder of
Common Stock, including dividends or voting rights. Participant shall have no rights as a stockholder with respect to any Shares
issuable in respect of such RSUs, until the RSUs are actually settled and paid in the form of Shares delivered to and held of
record by Participant. 


 


3. Vesting. Unless otherwise provided in this Award Agreement or in the Plan, the RSUs shall become fully vested in
one or more installments in accordance with the Vesting Schedule set forth in the Notice of Grant.


 


4. Termination of Relationship as a Service Provider. If the Participant ceases to be a Service Provider for any reason,
all RSUs that are unvested as of the date that Participant ceases to be a Service Provider shall be cancelled and forfeited to
the Company immediately after the Participant ceases to be a Service Provider. Any unvested RSUs that are cancelled and forfeited
to the Company shall automatically revert to the Plan.


 


5. Change in Control. Upon the occurrence of a Change in Control, the unvested RSUs will be considered fully vested
and earned immediately prior to consummation of such Change in Control.


 


6. Payment. Except as provided otherwise in this Award Agreement, RSUs will be settled and paid as soon as practicable
after the date on which they become vested, but in no event later than the 15th day of the third month following such
date. The RSUs shall be settled and paid in Shares, in the amount of one Share for each vested RSU.


 


7. Non-Transferability of RSUs. Neither the RSUs nor any interest therein may be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. Any purported sale, pledge,
assignment, hypothecation, transfer or other disposition in violation of this Award Agreement or the Plan will be void and of no
effect. The terms of the Plan and this Award Agreement shall be binding upon the executors, administrators, heirs, successors and
assigns of Participant.


 






    	 



    	 



    

 


8. Taxes. In connection with the delivery of Shares as a result of the vesting of RSUs, Participant shall be required
to satisfy all applicable tax withholding requirements by having the Company withhold otherwise deliverable Shares having a Fair
Market Value equal to the minimum statutory amount required to be withheld, unless Participant provides notice to the Company prior
to the vesting date that Participant desires to pay cash to satisfy all applicable tax withholding requirements and the Participant
makes such cash available to the Company prior to the vesting date. The Fair Market Value of any Shares to be withheld will be
determined as of the date that the taxes are required to be withheld.


 


 


		III.	OTHER TERMS



 


9. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely
to Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed
by the internal substantive laws but not the choice of law rules of Indiana.


 


10. Notices. All notices and other communications required or permitted under this Award Agreement shall be written and
delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt required, addressed
as follows: if to the Company, to the Company's executive offices in West Lafayette, Indiana, and if to Participant or his or her
successor, to the residence address last furnished by Participant to the Company. Notwithstanding the foregoing, the Company may
authorize notice by any other means it deems desirable or efficient at a given time, such as notice by facsimile or electronic
mail (e-mail). Participant agrees to notify the Company upon any change in Participant’s residence address.


 


11. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE AWARD WILL BE EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD).
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S
RIGHT TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


12. Plan Controlling. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Participant acknowledges receipt of a
copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award
subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions
of the Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under the Plan or this Award Agreement.


 


 


The Company and Participant
have executed this Award Agreement as of the date first written above.


 


 


 





 





	PARTICIPANT	 	ENDOCYTE, INC.	 
	 	 	 	 	 
	 	 	By:	              	 
		 	Name:    	 	 
	 	 	Title: