EXHIBIT 10.2


 


 


 





 


Acceptance
of Restricted Stock Units Award


 


		STRICTLY CONFIDENTIAL	 	 





 


	Submit	Deadline	Status	Award
    Status
	N/A	20-April-2022
    17:00 (UTC+01:00)	Pending	Active


 


Congratulations!


 


You are hereby invited
to participate in Zealand’s 2022 RSU plan for Board of Directors, and receive an Award of Restricted Stock Units, subject to the
terms and conditions as set out below in the Award Agreement.


 


Award
Details


 


	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






     


     


    

 


Award Agreement


 


2022 RESTRICTED STOCK UNIT PLAN


 


for BOARD OF DIRECTORS


 


This Agreement (the "Award Agreement")
on Restricted Share Units is entered into on April 20, 2022 between:


 


		(1)	Zealand Pharma A/S, CVR no. 20 04 50 78, Sydmarken
                                            11, DK-2860 Søborg, Denmark (the "Company") and



 


		(2)	the person who has accepted this Award Agreement,
                                            thereby becoming a holder of Restricted Share Units (the “Participant”)



 


- the Company and the Participant hereinafter
collectively referred to as the "Parties" and separately as a "Party"


 


		1	Purpose



 


		1.1	The purpose of this Award Agreement is to
                                            attract, retain and motivate the Participant by creating a common interest in the Company’s
                                            growth and the development of the share price. By offering RSUs (as defined below), the Company
                                            also wants to ensure the maximization of shareholder value of the Company.



 


		1.2	This Award Agreement is entered into by the
                                            Parties as part of the Company's award of Restricted Share Units to the Company's Board of
                                            Directors (the "Board"), the Executive Management, and all employees (the
                                            "RSU Awards 2022").



 


		1.3	It is underlined that the Participant - in
                                            relation to the Company - shall in the capacity as member of the Board be regarded as independent
                                            and not as an employee of the Company. Therefore, the member in question will not
                                            in relation to the Company be covered by the Danish Salaried Employees Act, the Danish Holiday
                                            Act, the Danish Employment Contracts Act or other legislation governing the legal relationship
                                            between employer and employee.



 


		1.4	The Award Agreement is subject to the Company's
                                            Remuneration Policy as adopted by the general meeting at the Company's annual general meeting
                                            held on April 6, 2022.



 


		2	Award
                                            of rsus



 


		2.1	The Participant is awarded Restricted Stock
                                            Units in the Company free of charge (the "RSUs").



 


		2.2	Each RSU entitles the Participant to receive
                                            one (1) share of nominally DKK 1 in the Company provided the vesting condition set out
                                            in Clause 3.3 is met (continued membership of the Board).



 


		2.3	It is a condition for the award of RSUs as
                                            set out in this Award Agreement that the Participant is member of the Board at the date of
                                            this Award Agreement.



 


		2.4	The award of RSUs under this Award Agreement
                                            does not entitle the Participant to future awards or participation in future reward plans.



 


		3	Vesting
                                            of RSUs



 


		3.1	The RSUs vest on the date of the Company's
                                            annual general meeting 2023 (the "Vesting Period").



 


		3.2	The RSUs are not subject to any performance
                                            targets.



 


		3.3	For the RSUs to vest, the Participant must
                                            have been a member of the Board throughout the entire Vesting Period.



 


		4	ordinary
                                            delivery of shares



 


		4.1	Subject to the Participant's continued membership
                                            of the Board, shares will automatically be delivered by the Company to the Participant at
                                            the first open trading window, as set out in the internal rules of the Company, following
                                            the expiry of the Vesting Period.



 


		4.2	Shares shall be delivered by the Company free
                                            of charge.



 






     


     


    

 


		4.3	Costs related to the transfer of shares to
                                            the Participant’s account in Global Shares will be borne by the Company.



 


		4.4	Any sale of shares received by a Participant
                                            under this Award Agreement is subject to the provisions on insider trading applicable at
                                            any time.



 


		5	EXTRAORDINARY
                                            VESTING AND DELIVERY OF SHARES BASED ON RSUs CONSIDERED VESTEd



 


		5.1	In addition to the ordinary delivery of shares
                                            as set out in Clause 4, if a decision is made by the Board effective to all participants
                                            under the RSU Awards 2022, whereas the Board at any time during the Vesting Period may decide
                                            that the Company extraordinarily shall deliver shares based on RSUs to the Participant, such
                                            decision shall apply mutatis mutandis to this Award Agreement. The Board may decide so including,
                                            but not limited to, in connection with extraordinary events such as liquidation of the Company,
                                            the general meeting of the Company passes a resolution to merge or demerge the Company, significant
                                            divestments, a voluntary or mandatory public offer is made, a compulsory acquisition of the
                                            Company's shares pursuant to the Danish Companies Act, delisting of the Company, etc.



 


		6	termination
                                            of office



 


		6.1	If the Participant ceases to be a member of
                                            the Board in the Company during the Vesting Period - regardless of the reason - all the Participant's
                                            RSUs received as compensation for such Board membership shall automatically and without further
                                            notice or compensation lapse and become null and void. For the avoidance of doubt, if the
                                            Participant leaves the Board at the annual general meeting 2023 where the RSUs vest, the
                                            RSUs shall be considered vested.



 


		6.2	If the Participant has received RSUs as compensation
                                            for a Committee membership, and ceases to be a member of such Committee during the Vesting
                                            Period - regardless of the reason - all the Participant's RSUs relating to such Committee
                                            membership shall automatically and without further notice or compensation lapse and become
                                            null and void. For the avoidance of doubt, if the Participant leaves the Committee at the
                                            annual general meeting 2023 where the RSUs vest, the RSUs shall be considered vested.



 


		7	HOlding
                                            requirement



 


		7.1	In accordance with the Company's Remuneration
                                            Policy, the Participant shall be subject to a holding requirement equal to an amount of DKK
                                            300,000. With respect to the Participant:



 


		•	the
                                            holding requirement shall be met within a period of 5 years from the date of the general
                                            meeting at which the Company's remuneration policy was approved. Until the holding requirement
                                            is met, the Participant shall refrain from disposing their shares awarded on the basis of
                                            RSUs, apart from disposals in order to satisfy their income tax liabilities arising from
                                            the award of RSUs under the Company's Remuneration Policy as adopted by the general meeting
                                            at the Company's annual general meeting held on 6 April 2022.



 


		•	can
                                            include all shares that are held by the Participant prior to the date of signature of this
                                            Award Agreement.



 


		8	Tax
                                            Implications



 


		8.1	The tax implications related to the RSUs are
                                            a personal matter for the Participant. The Participant is encouraged to seek advice from
                                            a public accountant or another tax consultant at their own expense.



 


		8.2	In the event that, as a consequence of the
                                            allotment of RSUs or the delivery of shares, the Company becomes obliged to pay any taxes,
                                            social security contributions or any other taxes or contributions, the Company reserves the
                                            right to postpone or prohibit delivery of the shares until such time as the Participant shall
                                            have paid to the Company, the relevant amount of such taxes, social security contributions
                                            or any other taxes or contributions. The Company reserves the right to (i) deduct the
                                            amount of such taxes, social security contributions or other taxes or contributions from
                                            the salary payable to the Participant, or (ii) to dispose all of or part of the shares
                                            in order to satisfy the Participant's obligations.



 






     


     


    

 


		9	CHANGES
                                            IN THE COMPANY ́S CAPITAL AND DIVIDEND



 


		9.1	If the Company issues new shares, warrants,
                                            convertible bonds etc. that give the holder the right to subscribe for new shares in the
                                            Company; reduces or increases its share capital to any other price than the market price;
                                            merges as the surviving company; changes the nominal value of the shares; issues bonus shares
                                            or pays dividend, the number of RSUs shall not be adjusted. However, if the Board has made
                                            a decision to adjust the number of RSUs effective to all participants under the RSU Awards
                                            2022, such decision shall apply mutatis mutandis to this Award Agreement. When calculating
                                            an adjustment, if any, the amount is to be rounded down to the next whole number of RSUs.
                                            Any adjustment of the number of RSUs under this Clause 9.1 cannot exceed a total number of
                                            8,000 RSUs to the Participant.



 


		9.2	If the Board decides to adjust the number
                                            of RSUs subject to Clause 9.1, the Company shall ask its auditor or an independent third
                                            party appointed by the Company to calculate whether the number of RSUs shall be adjusted
                                            and, if so, the adjustment to be made. The result of the calculation will be forwarded to
                                            the Company and then to the Participant. The auditor's or the other independent third party's
                                            calculation is final and binding on the Company and the Participant. The costs to the auditor
                                            or independent third party shall be paid by the Company.



 


		9.3	If the Company pays any dividend, the number
                                            of RSUs is not to be adjusted unless otherwise generally decided under the RSU Awards 2022,
                                            which will then apply mutatis mutandis to this Award Agreement.



 


		9.4	Until the shares have been delivered to the
                                            Participant pursuant to Clause 4, the Participant shall not have any right based on the Participant's
                                            holding of RSUs to vote at shareholders' general meetings of the Company, nor any right to
                                            receive dividends in respect of the RSUs.



 


		10	CASH
                                            SETTLEMENT



 


		10.1	If the Participant acquires the right to
                                            receive shares based on vested RSUs, the Company may decide to make the settlement in cash
                                            instead of delivering shares.



 


		10.2	If the Company decides to settle in cash,
                                            the value of each share shall be determined based on the average closing share price of the
                                            shares for the three-day trading period following the latest open trading window prior to
                                            the latest date on which shares should have been delivered to the Participant.



 


		11	Other
                                            terms and conditions



 


		11.1	The RSUs are a personal right that cannot
                                            be assigned, pledged or used as payment to the Participant's creditors.



 


To the extent any provisions in this
Award Agreement entitle the Board with certain rights or powers, the Board must utilize those rights or powers in such way that the Board
is treated equally compared to the other participants under the RSU Awards 2022.


 


		11.2	In one or several periods the Company may
                                            suspend or change the award of RSUs and/or the delivery of shares if the Company deems it
                                            necessary in order for the Company or its subsidiaries to comply with relevant Danish and
                                            foreign legislation and administrative rules and regulations. If due to the suspension,
                                            the RSUs and/or the shares cannot be awarded/delivered, the award/delivery will take place
                                            as soon as possible.



 


		11.3	Should any provision of this Award Agreement
                                            be or become invalid in whole or in part, this shall not affect the validity of the remaining
                                            provisions of the Award Agreement. The invalid provision shall be replaced by a provision
                                            permitted by statute which most closely approximates the intended economic result of the
                                            invalid provision.



 


		12	Data
                                            protection



 


		12.1	In accordance with the General Data Protection
                                            Regulation, the Participant is hereby informed that the personal data relating to the Participant's
                                            name, contact details, holding of RSUs and shares and remuneration will be processed to administer
                                            the RSUs, to ensure fulfillment of the Company’s contractual obligations toward the
                                            Participant, and to comply with applicable laws, regulations and court orders. The personal
                                            data will further be transferred to the online administration platform provider or to public
                                            authorities to the extent required in connection with the allocation or administration of
                                            the RSUs. More comprehensive information about the processing of the Participant’s
                                            personal data, including the Participant’s rights with respect to such processing,
                                            can be found on the Company’s intranet.



 






     


     


    

 


		13	Governing
                                            Law and Venue



 


		13.1	The construction, validity and performance
                                            of this Award Agreement shall be governed by and construed in accordance with the laws of
                                            Denmark without regard to conflicts of laws principles.



 


		13.2	Any dispute, controversy or claim arising
                                            out of or relating to this Award Agreement, or its breach, termination or validity shall
                                            be settled by the Danish courts according to Danish law, unless the Company decides to settle
                                            the dispute by arbitration. Should the Company decide to do so, such dispute shall be finally
                                            settled by arbitration in accordance with the Rules of Procedure of the Danish Institute
                                            of Arbitration. The place of the arbitration shall be Copenhagen, Denmark and the language
                                            of the proceedings shall be English, unless otherwise agreed. If more than one Participant
                                            becomes subject to arbitration proceedings, fully or partly due to the same set of factual
                                            circumstances, such parties agree that the cases can be dealt with jointly by one arbitration
                                            tribunal. The arbitration tribunal shall decide the distribution of costs connected with
                                            the arbitration case. The existence of an arbitration case as well as any ruling made by
                                            the arbitration tribunal shall be kept in strict confidence.



 


		14	Acceptance
                                            of the terms



 


		14.1	By signing this Award Agreement electronically,
                                            the Participant agrees, accepts and is aware of the provisions as set forth in this Award
                                            Agreement.



 


Award
Acceptance


 


		I accept, agree and is aware that I will be bound by the
terms and conditions set out in the above Award Agreement including the Award Details.