EX-10.12





 Exhibit 10.12 

RENT THE RUNWAY, INC. 

2021 INCENTIVE AWARD PLAN 

NOTICE OF RESTRICTED STOCK UNIT AWARD 
 You
have been granted restricted stock units representing shares of common stock of Rent the Runway, Inc. (the “Company”) on the following terms: 
  

			
	 Name of Participant:
	  	Name
		
	 Total Number of Restricted Stock Units Granted:
	  	Total Restricted Stock Units
		
	 Date of Grant:
	  	Date Grant
		
	 Vesting Commencement Date:
	  	Vest Day
		
	 Vesting Schedule:
	  	[TBD]

 These restricted stock units are granted under and governed by the terms and conditions of the Company’s 2021 Incentive
Award Plan (the “Plan”) and the Restricted Stock Unit Agreement, both of which are incorporated into this document. You agree that you have reviewed the Plan, this Notice of Restricted Stock Unit Award and the Restricted Stock Unit
Agreement, you have had an opportunity to obtain the advice of counsel prior to executing this Notice of Restricted Stock Unit Grant and that you understand the terms of the Plan, this Notice of Restricted Stock Unit Grant and the Restricted Stock
Unit Agreement. 
 You agree to accept electronically all documents relating to the Plan or this restricted stock unit award. 

You further agree to comply with the Company’s insider trading policy when selling shares of the Company’s common stock. 

Withholding Tax Election: By accepting this award electronically, you understand and agree that as a condition of the grant of the restricted stock
units pursuant to this Notice of Restricted Stock Unit Grant and the Restricted Stock Unit Agreement, you are required to, and hereby affirmatively elect to (the “Sell to Cover Election”), (1) sell that number of Shares determined
in accordance with the “Withholding Taxes” section of the Restricted Stock Unit Agreement as may be necessary to satisfy all applicable withholding obligations with respect to any taxable event arising in connection with the restricted
stock units, and (2) to allow the Agent (as defined in the Agreement) to pay the cash proceeds of such sale(s) to the Company. Furthermore, you hereby direct the Company to make a cash payment equal to the required tax withholding from the cash
proceeds of such sale(s) directly to the appropriate taxing authorities. You agree that you have carefully reviewed the “Withholding Taxes” section of the Restricted Stock Unit Agreement and you hereby represent and warrant that on the
date hereof you (i) are not aware of any material, nonpublic information with respect to the Company or any securities of the Company, (ii) are not subject to any legal, regulatory or contractual restriction that would prevent the Agent
from conducting sales, does not have, and will not attempt to exercise, authority, influence or control over any sales of Shares effected by the Agent pursuant to the Agreement, and (iii) are entering into the Agreement and this election to
“sell to cover” in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading 












 
of the Company’s securities on the basis of material nonpublic information) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is your intent
that this election to “sell to cover” comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. 
 BY ACKNOWLEDGING AND ACCEPTING THIS NOTICE, THE RESTRICTED STOCK
UNIT 
 AGREEMENT AND THE PLAN, YOU AGREE TO THE 

TERMS AND CONDITIONS DESCRIBED IN THESE DOCUMENTS 












 RENT THE RUNWAY, INC. 

2021 INCENTIVE AWARD PLAN 

RESTRICTED STOCK UNIT AGREEMENT 
  

			
	Grant of Units	  	 Subject to all of the terms and conditions set forth in the Notice of Restricted Stock Unit Award, this Restricted Stock Unit Agreement (the
“Agreement”) and the Plan, the Company has granted to you the number of restricted stock units set forth in the Notice of Restricted Stock Unit Award.
  

All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Notice of Restricted Stock Unit Award or the
Plan.

		
	Payment for Units	  	No payment is required for the restricted stock units that you are receiving.
		
	Vesting	  	 The restricted stock units are eligible to vest in accordance with the vesting schedule set forth in the Notice of Restricted Stock Unit
Award.
  
 No additional restricted stock units will vest after your Termination of
Service for any reason, unless the Administrator determines otherwise.

		
	Forfeiture	  	In the event of your Termination of Service for any reason, your restricted stock units will be forfeited to the extent that they have not vested before the date of your Termination of Service and do not vest as a result of your
Termination of Service. This means that any restricted stock units that have not vested under this Agreement will be cancelled immediately. You receive no payment for restricted stock units that are forfeited. The Company determines when your
Termination of Service occurs for all purposes of your restricted stock units.
		
	Settlement of Units	  	 Each restricted stock unit will be settled in Shares as soon as administratively practicable after the vesting of the applicable restricted
stock unit, but no later than more than 60 days after the restricted stock unit’s vesting date. However, the Company may delay any payment if it determines that such payment would violate applicable laws and, in such case, payment will be
delayed until the earliest date on which the Company determines that the payment would not cause a violation of laws, provided that the Company reasonably believes that the delay will not result in an imposition of taxes under Section 409A of
the Internal Revenue Code (“Section 409A”).
  

At the time of settlement, you will receive one Share for each vested restricted stock unit.

 
 No fractional Shares will be issued upon settlement.1


  

	1 	 Note to RTR: We have removed references to settling in cash throughout the agreement because including
that language in the agreements makes public reporting of these awards more complex. The Administrator still has flexibility to settle in cash under the plan, however. 















			
	Section 409A	  	 The restricted stock units are not intended to constitute “nonqualified deferred compensation” within the meaning of
Section 409A.
  
 Further, if the Company determines that you are a
“specified employee,” as defined in the regulations under Section 409A at the time of your “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) and it
is determined that settlement of these restricted stock units is not exempt from Section 409A, then any restricted stock units that otherwise would have been settled during the first six months following your “separation from service”
will instead be settled on the first business day following the earlier of (i) the six-month anniversary of your separation from service or (ii) your death. Each installment of restricted stock units
is hereby designated as a separate payment for purposes of Section 409A.

		
	Nature of Units / Limitation on Your Rights	  	Your restricted stock units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue Shares with respect to your restricted stock units on a future date, and this Agreement may not
be construed as creating a trust. As a holder of restricted stock units, you have no rights other than the rights of a general unsecured creditor of the Company. Neither the Plan nor any underlying program, in and of itself, has any
assets.
		
	Stockholder Rights	  	You, or your estate heirs, have no rights as a stockholder of the Company unless and until your restricted stock units are settled in accordance with the terms of this Agreement by issuing you Shares.
		
	Transfer of Restricted Stock Units	  	You cannot transfer or assign the restricted stock units. For instance, you may not sell the restricted stock units or use it as security for a loan. If you attempt to do any of these things, the restricted stock units will
immediately become invalid. You may, however, dispose of the restricted stock units in your will or by means of a written beneficiary designation; provided, however, that your beneficiary or a representative of your estate acknowledges and agrees in
writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if the beneficiary of the estate were you.














			
		
	Withholding Taxes	  	 As set forth in Section 9.5 of the Plan, the Company will have the authority and the right to deduct or withhold, or to require you to
pay to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable event arising in connection with the restricted stock units. In satisfaction of the tax
withholding obligations and in accordance with the Sell to Cover Election included in the Notice of Restricted Stock Unit Award, you have irrevocably elected to sell the portion of the Shares to be delivered under the restricted stock units
necessary so to satisfy the tax withholding obligations and you will execute any letter of instruction or agreement required by the Company’s transfer agent or stock plan administrator (together with any other party the Company determines
necessary to execute the Sell to Cover Election, the “Agent”) to cause the Agent to irrevocably commit to forward the proceeds necessary to satisfy the tax withholding obligations directly to the Company or its affiliates. The
Company will not be obligated to deliver any new certificate representing Shares to you or your legal representative or enter such Shares in book entry form unless you or your legal representative have paid or otherwise satisfied in full the amount
of all federal, state and local taxes applicable to your the taxable income resulting from the grant or vesting of the restricted stock units or the issuance of Shares upon the settlement of the restricted stock units. In accordance with your Sell
to Cover Election included in the Notice of Restricted Stock Unit Award, you hereby acknowledge and agree:
  

i.   You appoint the Agent as your agent and authorize the Agent to (1) sell on the open market
at the then prevailing market price(s), on your behalf, as soon as practicable on or after the Shares are issued upon the vesting of the restricted stock units, that number (rounded up to the next whole number) of the Shares so issued necessary to
generate proceeds to cover (x) any tax withholding obligations incurred with respect to such vesting or issuance and (y) all applicable fees and commissions due to, or required to be collected by, the Agent and (2) apply any remaining
funds to your federal tax withholding.
  

ii.  You authorize the Company and the Agent to cooperate and communicate with one another to determine
the number of Shares that must be sold pursuant to subsection (i) above.
  

iii.   You understand that the Agent may conduct the sales as provided in subsection (i) above
in one or more sales and that the average price for executions resulting from bunched orders will be assigned to your account. In addition, you acknowledge that it may not be possible to sell Shares as provided by subsection (i) above due to
(1) a legal or contractual restriction applicable to the you or the Agent, (2) a market disruption, or (3) rules governing order execution priority on the national exchange where the Shares may be traded. You further agree and
acknowledge that in the event the sale of Shares would result in material adverse harm to the Company, as determined by the Company in its sole discretion, the Company may instruct the Agent not to sell Shares as provided by subsection
(i) above. In the event of the Agent’s inability to sell















			
	  
	  	 Shares, you will continue to be responsible for the timely payment to the Company and/or its affiliates of all
federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in subsection (i) above.

 
 iv.   You acknowledge that
regardless of any other term or condition of this section, the Agent will not be liable to you for (1) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (2) any failure to
perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control.
  

v.  You hereby agree to execute and deliver to the Agent any other agreements or documents as the Agent
reasonably deems necessary or appropriate to carry out the purposes and intent of this section. The Agent is a third-party beneficiary of this section.
  

vi.   This section will terminate not later than the date on which all tax withholding obligations
arising in connection with the vesting or settlement of the restricted stock units have been satisfied.
  

No stock certificates (or their electronic equivalent) will be distributed to you unless you have paid any withholding taxes that are due as a result of the
vesting or settlement of the restricted stock units.
  
 If you fail to make timely
payment of withholding taxes in connection with the settlement of the restricted stock units, the Company has the right to satisfy all or any portion of the withholding taxes by withholding Shares otherwise issuable upon settlement of the restricted
stock units.

		
	Restrictions on Resale	  	You agree not to sell any Shares issued upon settlement of the restricted stock units at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your service with the Company or a Subsidiary continues and for a period of time after your Termination of Service as may be specified by the Company.
		
	Retention Rights	  	Your award of restricted stock units or this Agreement does not give you the right to be retained by the Company, or any parent or Subsidiary of the Company, in any capacity. The Company and its parents and Subsidiaries reserve the
right to terminate your service at any time, with or without cause.
		
	Adjustments	  	Upon the occurrence of certain events as provided in Article VIII of the Plan, the number of restricted stock units covered by this award will be adjusted, modified or terminated pursuant to the Plan.
		
	Effect of Significant Corporate Transactions	  	If the Company is a party to a merger, consolidation, or certain change in control transactions, then your restricted stock units will be subject to the applicable provisions of Article VIII of the Plan.
		
	Recoupment Policy	  	This award, and the Shares acquired upon settlement of this award, shall be subject to any Company recoupment or clawback policy in effect from time to time, as further provided in Section 10.13 of the
Plan.














			
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions).
		
	The Plan and Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference.

 
 This Plan, this Agreement and the Notice of Restricted Stock Unit Award constitute the
entire understanding between you and the Company regarding these restricted stock units. Any prior agreements, commitments or negotiations concerning these restricted stock units are superseded. To the extent permitted by the Plan, this Agreement
may be amended or otherwise suspended or terminated at any time by the Administrator or the Board; provided, that no amendment, suspension or modification may adversely affect the restricted stock units in any material respect without the prior
written consent of the Participant. In the event that any provision of the Notice of Restricted Stock Unit Award or this Agreement is held invalid or unenforceable, then the applicable provision will be severable from, and any invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of the Notice of Restricted Stock Unit Award or this Agreement.


 By Acknowledging and Accepting this Agreement, you agree to all of the 

terms and conditions described above and in the Plan.