Exhibit 10.11


 


 


 


Performance
Stock Unit Award Acceptance, Operational PSUs


 


	Submit	Deadline	Status	Grant
    Status
	 	 	 	 


 


		Congratulations!	



 


You
are hereby invited to participate in Zealand’s 2021 PSU plan for Corporate Management, and receive an Award of operational Performance
Stock Units, subject to the terms and conditions as set out below in the Award Agreement.


 


Award
Details


 


	Recipient
    Name	Award
    Type	Award
    Number	Award
    Date	Market
    Price @ Award	Award
    Amount	Plan Name
	Test
    User	PSU	PSU
    Test 01-2021	12-May-2021	DKK
    220.60	3,000	PSU
    2021, MGT


 






     


     


    

 





Award Agreement


 


2021 PERFORMANCE
STOCK UNIT PLAN


 


for CORPORATE
MANAGEMENT


 


OPERATIONAL PSUs






 


This agreement (the "Award Agreement")
on Performance Share Units is entered into on May 12, 2021 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 entitled to Performance 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
                                            retain and motivate the Participant and to ensure the maximization of shareholder value of
                                            the Company.



 


		1.2	This Award Agreement is without prejudice
                                            and the recipient’s contract of employment shall take precedent over this Award Agreement
                                            in the event of a conflict.



 


		2	award
                                            of PSUs



 


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



 


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


 


		2.2	The awarded PSUs vest based upon operational
                                            goals, see Clause 3.



 


		2.3	Depending on the fulfillment of the defined
                                            goals the PSUs may vest between 0% and 150% (the “Performance Multiplier”).



 


		2.4	Each vested PSU entitles the Participant to
                                            receive shares of nominally DKK 1 in the Company provided the vesting condition set out in
                                            Clause 3.3 is met (continued employment during the Vesting Period). The number of shares
                                            that the Participant shall receive are equal the number of PSUs that are vesting, multiplied
                                            by the Performance Multiplier.



 


		2.5	It is a condition for the award of PSUs as
                                            set out in this Award Agreement, including the Award Details above, 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.



 


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



 


		2.7	The total aggregated number of any share-based
                                            instruments awarded under any applicable LTI plan cannot exceed 5% of the total number of
                                            shares in the Company for any given financial year. If the total award of PSUs to the all
                                            the participants in this scheme exceeds 5% of the total number of shares of the Company for
                                            any financial year then the award will be reduced on a pro-rata basis between all the participants
                                            in this scheme.



 


		3	Vesting
                                            Conditions



 


		3.1	Subject to fulfillment of the vesting conditions
                                            in Clauses 3.2 and 3.3 the PSUs vest in equal tranches over three years after the date of
                                            award, with 1/3 of the PSUs vesting each year. This means that the first 1/3 of the PSUs
                                            will vest on May 12, 2022 ("Tranche 1"), the second 1/3 will vest on
                                            May 12, 2023 ("Tranche 2") and the final 1/3 on May 12, 2024 ("Tranche
                                            3"). The date on which the PSUs vest is referred to as the "Vesting Date".
                                            The period from the date of award until the Vesting Date is referred to as the "Vesting
                                            Period".



 






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		3.2	Vesting of the PSUs are subject to the following
                                            three performance targets:



 


	 	Objective	Performance
    Criteria 	Vesting
    percentage
	A	Build
    launch execution excellence and maintain financial discipline	(i) First
    patient prescription fulfilled by July 24, 2021 (120 days from PDUFA date), and

     (ii) meeting the 2021 latest financial guidance* on net product revenue and net operating expenses achieved	50%
	B	Renew
    and progress early pipeline	(i) Dapiglutide
    Phase 1b positive key results obtained, or

    (ii) First Patient First Visit completed for Amylin Phase 1 by April 2022	50%
	C	Advance
    key clinical pipeline programs	All
    patients for Glepaglutide EASE SBS-1 interim analysis** randomized and received first dose by April 2022	50%


 


*Financial guidance issued after
Q3 release, unless changed due to a business development transaction. 

**If interim analysis is not retained, 99 patients must be recruited to meet the goal.


 


		3.2.1	The three performance targets are measured
                                            on the first anniversary of the award, i.e. vesting of the PSUs is subject to fulfillment
                                            of the performance targets on May 12, 2022. Accordingly, fulfillment of any one of the
                                            defined targets on that date equals a vesting of 50%, meaning that the PSUs can vest with
                                            either 0% (0 of 3 targets met), 50% (1 of 3 targets met), 100% (2 of 3 targets met) or 150%
                                            (3 of 3 targets met), depending on the number of fulfilled targets, however, subject to Clause
                                            3.3.



 


		3.3	General Vesting Conditions



 


		3.3.1	For the PSUs 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.



 


		3.3.2	The number of shares to be delivered based
                                            on vesting of PSUs are to be finally calculated by the Company. The number of shares to be
                                            delivered to the Participant will be rounded down to the next whole number of shares.



 


		4	ordinary
                                            delivery of shares Based on PSUs



 


		4.1	Subject to the Participant's continued employment,
                                            shares will automatically be delivered by the Company to the Participant at the latest 30
                                            days after the end of each Vesting Date, or 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.



 






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		5	EXTRAORDINARY
                                            VESTING AND DELIVERY OF SHARES BASED ON PSUs 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 PSUs 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 - the Participant's right to the PSUs 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.



 


		6.2	If the Employer ceases to be a company in
                                            Zealand Pharma or if the Employer transfers activities and the Participant accepts that his/her
                                            employment relationship is transferred as part of a business transfer, the Company has the
                                            following two options: (a) the right to the PSUs is upheld by the Participant on unchanged
                                            terms and conditions or (b) the PSUs are considered as fully or partly vested as decided
                                            by the Board of Directors at their sole discretion and the Company delivers shares to the
                                            Participant. PSUs not considered as vested shall automatically become null and void without
                                            the Participant being entitled to any compensation.



 


		6.3	If the Company decides on option (b), the
                                            Company must inform the Participant about the extraordinary delivery of shares.



 


		7	Claw-back



 


		7.1	If the PSUs 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 PSUs 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 Parties agree that Section 7P of
                                            the Danish Tax Assessment Act, as amended from time to time, shall apply to this Award Agreement
                                            to the extent that the requirements for the application are met.



 


		8.1.1	For the purpose of the 7P application, the
                                            value of one awarded PSU is equal to the closing value of the Zealand Pharma share at the
                                            date of the award.



 


		8.1.2	This 7P agreement is an incorporated part
                                            of the total award documents, which also contains the number of PSUs awarded, displayed above
                                            under Award Details.



 


		8.1.3	The Company does not make any guarantees
                                            to the Participant that they will be subject to the tax treatment under Section 7P of
                                            the Danish Tax Assessment Act, as amended from time to time by the Danish Tax authorities.



 






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		8.2	The tax implications related to the PSUs are
                                            a personal matter for the Participant. The Participant is responsible for its own advice
                                            from a public accountant or another tax consultant at their own expense.



 


		8.3	In the event that, as a consequence of the
                                            allotment of PSUs 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.



 


		9	CHANGES
                                            IN THE COMPANY ́S CAPITAL AND DIVIDEND



 


		9.1	If the Company issues new shares, warrants,
                                            or convertible bonds. 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 PSUs shall not be adjusted. However, the Board may decide to adjust
                                            the number of PSUs solely to compensate the participate for any loss attributable for the
                                            matters set out in this section. When calculating an adjustment, if any, the amount is to
                                            be rounded down to the next whole number of PSUs.



 


		9.2	If the Board decides to adjust the number
                                            of PSUs, The Company shall ask its auditor or an independent third party appointed by the
                                            Company to calculate whether the number of PSUs 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 PSUs 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 PSUs to vote at shareholders'
                                            general meetings of the Company, nor any right to receive dividends in respect of the PSUs.



 


		10	CASH
                                            SETTLEMENT



 


		10.1	If the Participant acquires the right to
                                            receive shares based on vested PSUs, 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.



 


		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 PSUs 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 PSUs,
                                            the Board is entitled to amend the Award Agreement, effective for all PSUs awarded or vested,
                                            at the Board’s sole discretion.



 






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		11.3	The PSUs 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 PSUs or shares.



 


		11.4	In one or several periods the Company may
                                            suspend or change the award of PSUs 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 PSUs and/or the shares cannot be awarded/delivered, the award/delivery will take place
                                            as soon as possible thereafter.



 


		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.



 


		12	Holding
                                            Requirements



 


		12.1	In order to contribute to the alignment of
                                            interests between the Participant, the Company and the shareholders, the Participant shall
                                            own shares in the Company having a value equal to 100% of the Participant’s fixed annual
                                            salary.



 


		12.2	The holding requirement shall be met within
                                            a period of 5 years. Until the holding requirement is met, the Participant shall refrain
                                            from disposing of 50% of his/her shares awarded from all PSUs and/or RSUs, including the
                                            PSUs awarded hereunder. If the holding requirement is not met after the 5-year period, the
                                            Participant shall refrain from disposing of 100% of his/her shares awarded from all PSUs
                                            and/or RSUs, until the holding requirement is met. Nevertheless, the Participant may at all
                                            times dispose of his/her shares awarded from PSUs in order to satisfy his/her income tax
                                            liabilities arising from the grant of PSUs under this Award Agreement.



 


		13	Data
                                            protection



 


		13.1	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 PSUs and shares and salary will be processed to administer
                                            the PSUs, 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 PSUs. 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.



 


		14	Governing
                                            Law and Venue



 


		14.1	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.



 


		14.2	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.



 






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		15	Acceptance
                                            of the terms



 


		15.1	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 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 above.


 






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