Exhibit 10.1


 


 


 


Acceptance
of Restricted Stock Units Award


 


	Submit	Deadline	Status	Award
    Status
	N/A	08-June-2022
    17:00 (UTC+01:00)	Pending	Active


 


Congratulations!


 


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


 


Award
Details


 


	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Vesting
Details


 


	 	 	 	 
	 	 	 	 
	 	 	 	 


 






     


     


    

 


Award Agreement


 


2022 RESTRICTED STOCK UNIT PLAN


 


for EMPLOYEES in the United States


 


This agreement (the "Award Agreement")
on Restricted Share Units is entered into on May 25, 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 Board
                                            of Directors of the Company (the “Board”) also wants to reward all employees
                                            for dedicated and focused results supporting the Company’s long-term development and
                                            growth.



 


		2	Award
                                            of rsus



 


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



 


		2.2	The number of awarded RSUs is stated in the
                                            Award Details above.



 


		2.3	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 3.2 is met (continued employment during the Vesting Period).



 


		2.4	It is a condition for the award of RSUs as
                                            set out in this Award Agreement that the Participant has entered into an employment contract
                                            with the Company or a subsidiary of the Company (the "Employer"), and not
                                            under notice, at the date of this Award Agreement.



 


		2.5	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 in equal tranches over three
                                            years after the date of award, with 1/3 of the RSUs vesting each year. This means that the
                                            first 1/3 of the RSUs will vest on May 25, 2023, the second 1/3 will vest on May 25,
                                            2024 and the final 1/3 on May 25, 2025. The date on which the RSUs vest is referred
                                            to as the "Vesting Date". RSUs are not subject to any performance targets.
                                            The period from the award date until the Vesting Date is referred to as the "Vesting
                                            Period".



 


		3.2	For the RSUs to vest, the Participant must
                                            be employed by the Employer throughout the Vesting Period until and including the Vesting
                                            Date and must not be under notice of termination.



 






    2 


     


    

 


		4	ordinary
                                            delivery of shares Based on RSUs



 


		4.1	Subject to the Participant's continued employment,
                                            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 each Vesting Date. Delivery will take place as soon as reasonably practicable following
                                            the first date on which the company anticipates or reasonably should anticipate that delivery
                                            of the shares will not cause a violation of Federal securities laws or other applicable law.



 


		4.2	It is a precondition for the Company's transfer
                                            of shares to the Participant that the Participant opens a securities account with a Danish
                                            bank. Any costs arising from such securities account shall be borne by the Participant.



 


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



 


		4.4	Costs related to the transfer of shares to
                                            the Participant’s account will be borne by the Company.



 


		4.5	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, the Board may, at their sole discretion, at any time during the Vesting
                                            Period decide that the Company extraordinarily shall deliver shares based on RSUs to the
                                            Participant. 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 employment



 


		6.1	If the Participant ceases to be employed by
                                            the Employer - regardless of the reason - all the Participant's RSUs that have not vested
                                            at the time where the notice of termination was served (regardless of the date of expiry
                                            of the employment relationship) shall automatically and without further notice or compensation
                                            lapse and become null and void.



 


		7	Claw-back



 


		7.1	If the RSUs have been awarded or vested based
                                            on data which turns out to have been falsified, or materially or manifestly misstated, the
                                            Company shall be entitled to:



 


		(i)	cancel RSUs obtained by the Participant
                                            in relation to the incorrect information or figures, and



 


		(ii)	reclaim from the Participant, in full
                                            or in part, any undue value of shares in the Company delivered.



 


		7.2	If any amount reclaimed is not settled within
                                            14 days after the Company's written demand to the Participant, the Company may set off any
                                            amounts repayable pursuant to Clause 7.1 against any outstanding or future amounts owed by
                                            the Company to the Participant, including any salary payments or other remuneration.



 


		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 or the Employer 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 or to the Employer, the relevant amount
                                            of such taxes, social security contributions or any other taxes or contributions. The Company
                                            or, as applicable, the relevant Employer 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.



 






    3 


     


    

 


		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, the Board may decide
                                            to adjust the number of RSUs. When calculating an adjustment, if any, the amount is to be
                                            rounded down to the next whole number of RSUs.



 


		9.2	If the Board decides to adjust the number
                                            of RSUs, 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 decided by the Board at its sole discretion.



 


		9.4	During the Vesting Period, 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 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.



 


		10.3	If the Company decides to make the settlement
                                            in cash instead of delivering shares, the Company must inform the Employer hereof no later
                                            than on the date when the Company was to deliver the shares.



 


		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.



 


		11.2	In addition to the specific provisions in
                                            this Award Agreement entitling the Board to make adjustments or changes to the award of RSUs,
                                            the Board is entitled to amend the Award Agreement, effective for all RSUs awarded or vested,
                                            at the Board’s sole discretion.



 


		11.3	The RSUs and the shares or the value of such
                                            shares is not to be included in calculations based on the Participant's salary, including
                                            any pension contributions, severance payment, any other agreed or compulsory compensation
                                            or damages etc., just as holiday pay or holiday allowance is not to be calculated on the
                                            basis of the value of any RSUs or shares.



 


		11.4	In one or several periods the Company may
                                            suspend or change the awarding 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 awarding/delivery will take place
                                            as soon as possible.



 


		11.5	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.



 






    4 


     


    

 


		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 salary 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 from the Employer where the Participant is employed to other
                                            employers, 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 accepting and signing this Award Agreement
                                            electronically, the Participant agrees, accepts and is aware of the provisions as set forth
                                            in this Award Agreement including the Award Details and Vesting Details above.



 


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.



 






    5