Exhibit 10.45


 


 





Sucampo
Pharmaceuticals, Inc.

2016 Equity Incentive Plan


 


Employee
Restricted Stock Unit Award Grant Notice






 


Sucampo Pharmaceuticals, Inc. (the “Company”)
hereby grants to Participant a Restricted Stock Unit Award (the “Award”) under the Sucampo Pharmaceuticals,
Inc. 2016 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (the “RSUs”)
set forth below. This Award is subject to all of the terms and conditions set forth in this Employee Restricted Stock Unit Award
Grant Notice (the “Grant Notice”) and in the Employee Restricted Stock Unit Award Agreement (the “Agreement”)
and the Plan, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined
in this Grant Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement.


 





	Participant:	 	 	 
	Date of Grant:	 	 	 
	Vesting Commencement
    Date:	 	 	 
	Number of RSUs Subject to Award:	 	 	 







 





	Vesting Schedule: 	 	Subject to Section 2 of the Agreement, this Award will vest as follows: 
	 	 	 
	 	 	100% on the third anniversary of the grant date 
	 	 	 
	Issuance Schedule:	 	Subject to any change upon a Capitalization Adjustment, one share of Common Stock will be issued for each RSU that vests at the time set forth in Section 2 of the Agreement.  







 





 


Additional Terms/Acknowledgements: Participant acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Agreement, the Plan and the prospectus for the Plan. Participant
further acknowledges that as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding
between Participant and the Company regarding this Award and supersede all prior oral and written agreements, promises and/or representations
regarding this Award, with the exception, if applicable, of any written employment, offer letter or severance agreement, or any
written severance plan or policy specifying the terms that should govern this Award. By accepting this Award, Participant consents
to receive this Grant Notice, the Agreement, the Plan, the prospectus for the Plan and any other Plan-related 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. Participant’s acceptance of this Award, and Participant’s acknowledgement and
agreement with the terms set forth in this paragraph, will be evidenced by Participant’s signature below or by electronic
acceptance or authentication in a form authorized by the Company.


 













	Sucampo Pharmaceuticals, Inc.	 	Participant	 
	 	 	 	 	 	 
	By: 	 	 	 	 
	Signature	 	Signature	 
	Title: 	 	 	Date: 	 	 
	Date: 	 	 	 	 	 







 


Attachments:
Employee Restricted Stock Unit Award Agreement, 2016 Equity Incentive Plan, Prospectus


 


 






     

     

    

 


Sucampo
Pharmaceuticals, Inc.


2016
Equity Incentive Plan


 


Employee
Restricted Stock Unit Award Agreement


 


Pursuant to the accompanying Employee Restricted
Stock Unit Award Grant Notice (the “Grant Notice”) and this Employee Restricted Stock Unit Award Agreement
(the “Agreement”), Sucampo Pharmaceuticals, Inc. (the “Company”) has granted
you a Restricted Stock Unit Award (the “Award”) under the Sucampo Pharmaceuticals, Inc. 2016 Equity Incentive
Plan (the “Plan”) for the number of restricted stock units (the “Restricted Stock Units”)
set forth in the Grant Notice. This Award is granted to you effective as of the date of grant set forth in the Grant Notice (the
“Date of Grant”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan
or the Grant Notice will have the same definitions as in the Plan or the Grant Notice.


 


1.           
Grant of the Award. This Award represents your right to be issued on a
future date (as set forth in Section 6) one share of Common Stock for each Restricted Stock Unit subject to this Award that vests
in accordance with the Grant Notice and this Agreement. This Award was granted in consideration of your services to the Company
or an Affiliate.


 


2.           
Vesting.


 


(a)              
Subject to the terms of this Section 2, this Award will vest, if at all, in accordance with the vesting schedule set
forth in the Grant Notice. If a Change in Control occurs and as of immediately prior to the effective time of such Change in Control
your Continuous Service has not terminated, then, as of the effective time of the Change in Control, the Award will accelerate
in full.


 


(b)              
Except as otherwise described in Section 2(a), (i) vesting of this Award will cease upon the termination of your Continuous
Service and (ii) upon such termination of your Continuous Service, you will forfeit (at no cost to the Company) any Restricted
Stock Units subject to this Award that have not vested as of the date of such termination and you will have no further right, title
or interest in such Restricted Stock Units.


 


3.           
Number of Restricted Stock Units and Shares of Common Stock.


 


(a)              
The number of Restricted Stock Units subject to this Award, as set forth in the Grant Notice, will be adjusted for Capitalization
Adjustments, if any, as provided in the Plan.


 


(b)              
Any additional Restricted Stock Units and any shares of Common Stock, cash or other property that become subject to
this Award pursuant to this Section 3 will be subject, in a manner determined by the Board, to the same forfeiture restrictions,
restrictions on transferability, and time and manner of issuance as applicable to the other Restricted Stock Units subject to this
Award to which they relate.


 






    	 	1.	 



     

    

 


(c)               
No fractional shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. Any
fractional shares that may be created by the adjustments referred to in this Section 3 will be rounded down to the nearest whole
share.


 


4.            
Securities Law Compliance. You will not be issued any shares of Common
Stock in respect of this Award unless either (i) such shares are registered under the Securities Act or (ii) the Company has determined
that such issuance would be exempt from the registration requirements of the Securities Act. This Award also must comply with all
other applicable laws and regulations governing this Award, and you will not receive any shares of Common Stock in respect of this
Award if the Company determines that such receipt would not be in material compliance with such laws and regulations.


 


5.           
Transferability. 


 


(a)              
General. Except as otherwise provided in this Section 5, this Award is not transferable, except by will or by the laws
of descent and distribution and prior to the time that shares of Common Stock in respect of this Award have been issued to you,
you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares of Common Stock
in respect of this Award. For example, you may not use any shares of Common Stock that may be issued in respect of this Award as
security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will
lapse upon issuance to you of the shares of Common Stock in respect of this Award.


 


(b)              
Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided
that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your
right to receive any distribution of Common Stock or other consideration under this Award, pursuant to the terms of a domestic
relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law
that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company’s
General Counsel the proposed terms of any such transfer prior to finalizing such domestic relations order, marital settlement agreement
or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order,
marital settlement agreement or other divorce or separation instrument.


 


6.            
Date of Issuance. 


 


(a)              
The issuance of any shares of Common Stock in respect of this Award is (i) subject to satisfaction of the tax withholding
obligations set forth in Section 10 and (ii) intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed
and administered in such a manner. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such
shares) will be determined by the Company.


 


(b)              
In the event one or more Restricted Stock Units subject to this Award vests, the Company will issue to you, on the applicable
vesting date, one share of Common Stock for each Restricted Stock Unit that vests on such date (and for purposes of this Agreement,
such issuance date is referred to as the “Original Issuance Date”); provided, however, that if
the Original Issuance Date falls on a date that is not a business day, such shares will instead be issued to you on the next following
business day.


 






    	 	2.	 



     

    

 


(c)               
Notwithstanding the foregoing, if:


 


(i)                
this Award is otherwise subject to Withholding Taxes (as described in Section 10) on the Original Issuance Date,


 


(ii)              
 the Original Issuance Date does not occur (x) during an “open window period” applicable to you, as determined
by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (y) on a date
when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including, but
not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company’s policies),
and


 


(iii)            
the Company elects, prior to the Original Issuance Date, (x) not to satisfy such Withholding Taxes by withholding shares
of Common Stock from the shares of Common Stock otherwise due, on the Original Issuance Date, to you under this Award and (y) not
to permit you to pay such Withholding Taxes in cash,


 


then the shares that would otherwise be issued to you on
the Original Issuance Date will not be issued to you on the Original Issuance Date and will instead be issued to you on the first
business day when you are not prohibited from selling shares of Common Stock on an established stock exchange or stock market,
but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of
your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury
Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the year following
the year in which the shares of Common Stock in respect of this Award are no longer subject to a “substantial risk of forfeiture”
within the meaning of Treasury Regulations Section 1.409A-1(d).


 


7.            
Dividends. You will receive no benefit or adjustment to this Award with
respect to any cash dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization
Adjustment.


 


8.            
Restrictive Legends. The shares of Common Stock issued in respect of this
Award will be endorsed with appropriate legends, if any, as determined by the Company.


 


9.            
Award Not a Service Contract. Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in
the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue such service. In addition,
nothing in this Award will obligate the Company or an Affiliate, their respective stockholders, boards of directors, Officers or
Employees to continue any relationship that you might have as an Employee, Director or Consultant for the Company or an Affiliate.


 






    	 	3.	 



     

    

 


10.         
Tax Withholding Obligations.


 


(a)              
On or before the time you receive a distribution of any shares of Common Stock in respect of this Award, and at any
other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision
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 this Award (the “Withholding Taxes”). Specifically, the Company or an Affiliate
may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to this 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 or an Affiliate;
(ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer
that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably
elect to sell a portion of the shares of Common Stock to be issued in connection with this Award to satisfy the Withholding Taxes
and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to
the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise
issuable to you in connection with this Award with a Fair Market Value (measured as of the date the shares of Common Stock are
issued to you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common
Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using
the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes,
that are applicable to supplemental taxable income.


 


(b)              
Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation
to issue to you any Common Stock.


 


(c)               
In the event the Company’s obligation to withhold arises prior to the issuance to you of Common Stock or it is
determined after the issuance of Common Stock to you that the amount of the Company’s withholding obligation 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. The Company has no duty or obligation to minimize the
tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection
with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax
consequences of this Award and by accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined
to do so.


 


12.         
Notices. Any notices provided for in this Agreement 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 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 this Award
or participation in the Plan 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.


 






    	 	4.	 



     

    

 


13.         
Governing Plan Document. This Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of this 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. Except as otherwise expressly
provided in the Grant Notice or this Agreement, in the event of any conflict between the terms in the Grant Notice or this Agreement
and the terms of the Plan, the terms of the Plan will control.


 


14.         
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.
In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares of Common Stock
only during certain “window” periods in effect from time to time and the Company’s insider trading policy.


 


15.          
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.


 


16.         
Stockholder Rights.  You will not have voting or any other rights as a
stockholder of the Company with respect to the shares of Common 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 Agreement, 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.


 


17.         
Severability. If 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 will, 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.


 


18.         
Amendment. Any amendment to this Agreement must be in writing, signed
by a duly authorized representative of the Company. Notwithstanding anything in the Plan to the contrary, the Board reserves the
right to amend this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of
any change in applicable laws or regulations or any future law, regulation, interpretation, ruling, or judicial decision.


 


19.         
Unsecured Obligation. This Award is unfunded, and as a holder of vested
Restricted Stock Units, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation,
if any, to issue shares of Common Stock or other property pursuant to this Agreement.


 






    	 	5.	 



     

    

 


20.         
Compliance with Section 409A of the Code. This Award is intended to comply
with the “short-term deferral” rule set forth in Treasury Regulations Section 1.409A-1(b)(4). However, if (i) this
Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed
to be deferred compensation subject to, Section 409A of the Code, (ii) you are deemed by the Company at the time of your “separation
from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition
thereunder) to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and (iii) any of the
payments set forth herein are issuable upon such separation from service, then to the extent delayed commencement of any portion
of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse
taxation under Section 409A of the Code, such payments will not be provided to you prior to the earliest of (a) the date that is
six months and one day after the date of such separation from service, (b) the date of your death, or (c) such earlier date as
permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the
expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 20 will be paid
in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein. Each installment of Restricted
Stock Units that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2).


 


21.          
Miscellaneous.


 


(a)              
The rights and obligations of the Company under this 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 this Award.


 


(c)               
You acknowledge and agree that you have reviewed this Award in its entirety, have had an opportunity to obtain the advice
of counsel prior to executing and accepting this Award, and fully understand all provisions of this 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 otherwise, of all or
substantially all of the business and/or assets of the Company.


 


*       *       *


 


This Employee Restricted Stock Unit Award Agreement
will be deemed to be accepted by you upon your acceptance of the Employee Restricted Stock Unit Award Grant Notice to which it
is attached.




 


6.