Exhibit 10.20 


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


CINGULATE
INC.


 


This
Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award
Date” set forth in the attached Exhibit A, is entered into between Cingulate Inc., a Delaware corporation (the “Company”),
and the individual named in Exhibit A hereto (the “Awardee”).


 


WHEREAS,
the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity
to earn a proprietary interest in the Company; and


 


WHEREAS,
to give effect to the foregoing intention, the Company desires to award the Awardee Restricted Stock Units pursuant to the Cingulate
Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”);


 


NOW,
THEREFORE, the following provisions apply to this Award:


 


1. Award.
The Company hereby awards the Awardee the number of Restricted Stock Units (each an “RSU” and collectively the
“RSUs”) set forth in Exhibit A. Such RSUs shall be subject to the terms and conditions set forth in this
Agreement and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not
otherwise defined herein shall have the meanings as set forth in the Plan.


 


2. Vesting.
Except as otherwise provided in this Agreement, the RSUs shall vest in accordance with the vesting schedule set forth in Exhibit
A, provided that the Awardee remains in Continuous Service through the applicable vesting date.


 


For
each RSU that becomes vested in accordance with this Agreement, the Company shall issue and deliver to Awardee one share of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”). Such shares shall be issued and delivered within 150
days following the vesting date of each such RSU, but in no event later than March 15 of the year following the year in which such vesting
date occurs. Except as provided above, in the event that the Awardee ceases to be in Continuous Service, any RSUs that have not vested
as of the date of such cessation of service shall be forfeited.


 


3. Dividend
Equivalent Units. If and to the extent that the Company pays a cash dividend with respect to the Common Stock, Awardee shall be
credited with an additional number of RSUs (“Dividend Equivalent Units”), including a fractional Dividend
Equivalent Unit if applicable, equal to (i) the amount of such dividends as would have been paid with respect to Awardee’s
outstanding RSUs on the record date of such dividend (the “record date”) had each such outstanding RSU been an
outstanding share of Common Stock on such record date, divided by (ii) the closing price of a share of Common Stock on such record
date. Dividend Equivalent Units shall be subject to the same vesting terms and conditions as the RSUs to which they
relate.


 




    	 



     


    

 


4. No
Rights as Stockholder. The Awardee shall not be entitled to any of the rights of a stockholder with respect to any share of
Common Stock that may be acquired following vesting of an RSU unless and until such share of Common Stock is issued and delivered to
the Awardee. Without limitation of the foregoing, the Awardee shall not have the right to vote any share of Common Stock to which an
RSU relates and shall not be entitled to receive any dividend attributable to such share of Common Stock for any period priot to the
issuance and delivery of such share to Awardee (but Awardee shall have dividend equivalent rights as provided in Section 3
above).


 


5.
Transfer Restrictions. Neither this Agreement nor the RSUs may be sold, assigned, pledged or otherwise transferred or encumbered
without the prior written consent of the Committee.


 


6.
Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to
issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of all applicable laws, rules and regulations
and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


7.
Withholding Taxes. The Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, the minimum
statutory amount required to satisfy all federal, state and local income tax withholding requirements and the Awardee’s share of
applicable employment withholding taxes in connection with the issuance and deliverance of shares of Common Stock following vesting of
RSUs, in any manner permitted by the Plan. No shares of Common Stock shall be issued with respect to RSUs unless and until satisfactory
arrangements acceptable to the Company have been made by the Awardee with respect to the payment of any income and other taxes which
the Company determines must be withheld or collected with respect to the RSUs.


 


8.
Investment Purpose. Any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment
for the Awardee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly
or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”). The Awardee shall not sell, transfer or otherwise dispose of such shares unless they are either (1) registered under
the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel.


 


9.
Securities Law Restrictions. Regardless of whether the offering and sale of shares of Common Stock issuable to Awardee pursuant
to this Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities
laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common
Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws
of any state or any other law.


 




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10.
Lock-Up Agreement. The Awardee, in the event that any shares of Common Stock which become deliverable to Awardee with respect
to RSUs at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities
of the Company, shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall
agree to restrictions on transferability of the shares of such Common Stock comparable to the restrictions agreed upon by such directors
or officers of the Company.


 


11.
Awardee Obligations. The Awardee should review this Agreement with his or her own tax advisors to understand the federal, state,
local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee will rely solely on such advisors
and not on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee (and not the
Company) shall be responsible for the Awardee’s own tax liability arising as a result of the transactions contemplated by this
Agreement.


 


12.
No Guarantee of Continued Service. The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers
on the Awardee any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way
the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship
at any time, with or without cause, subject to any employment or service agreement that may have been entered into by the Commpany and
the Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgements and agreements.


 


13.
Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail,
by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or
her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and
manner of such electronic means as the Company may permit.


 


14.
Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the
entire Agreement with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and the Awardee with respect to the subject matter hereof, and except as provided in the Plan or in this Agreement, may not be
modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of
any conflict between this Award Agreement and the Plan, the Plan shall be controlling. This Award Agreement shall be construed under
the laws of the State of Delaware, without regard to conflict of laws principles.


 


15.
Opportunity for Review. Awardee and the Company agree that this Award is granted under and governed by the terms and conditions
of the Plan and this Award Agreement. The Awardee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to accepting this Award Agreement and fully understands all provisions of the Plan and this Award
Agreement. The Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon
any questions relating to the Plan and this Award Agreement. The Awardee further agrees to notify the Company upon any change in Awardee’s
residence address.


 




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16.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective
permitted successors, assigns, heirs, beneficiaries and representatives.


 


17.
Section 409A Compliance. To the extent that this Agreement and the award of RSUs hereunder are or become subject to the provisions
of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company, in its
sole discretion and without the Awardee’s consent, as appropriate to maintain compliance with the provisions of Section 409A of
the Code.


 


18.
Recoupment. In the event the Company restates its financial statements due to material noncompliance with any financial reporting
requirements under applicable securities laws, any payments made or shares issued pursuant to this Agreement for or in respect of the
year that is restated, or the prior three years, may be recovered to the extent the payments made or shares issued exceed the amount
that would have been paid or issued based on the restatement. In addition and without limitation of the foregoing, any amounts paid hereunder
shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing
regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing
conditions.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in Exhibit A.


 


	 	CINGULATE
    INC.
	 	 	        
	 	By:	                   
	 	Name:	 
	 	Title:	 



 


	 	AWARDEE
	 	 
	 	 	               
	 	Name:	 


 




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EXHIBIT
A


 


CINGULATE
INC.


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


	 	(a). Awardee’s Name:______________________________________
	 	 
	 	(b). Award Date: ___________________________________
	 	 
	 	(c). Number of Restricted Stock Units Granted:____________________
	 	 
	 	(d). Vesting Schedule:
	 	 
	 	_________ (Initials)
	 	Awardee
	 	 
	 	_________(Initials)
	 	 Company Signatory



 




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