Exhibit 10.5


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


CELLDEX THERAPEUTICS, 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 Celldex Therapeutics, 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 Celldex Therapeutics, 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 $.001 per share (the “Common Stock”). Such shares shall be issued and delivered as soon as administratively
feasible following the vesting date of each such RSU, but in no event later than 60 days following the vesting date of each such RSU.
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.            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.


 






    


     


    

 


4.            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.


 


5.            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.


 


6.            Withholding
Taxes. The Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, the 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 compliance with 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.


 


7.            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.


 


8.            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.


 


9.            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.


 






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10.          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.


 


11.          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.


 


12.          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.


 


13.          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.


 


14.          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.


 


15.          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.


 






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16.          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.


 


17.          Recoupment.
Notwithstanding anything to the contrary in this Agreement, the shares of Common Stock (“Shares”) issued under this
Agreement, and all amounts that may be received by you in connection with any disposition of any such Shares shall be subject to applicable
recoupment, “clawback” and similar provisions under law, as well as any recoupment, “clawback” and similar policies
of the Company that may be adopted at any time and from time to time in order to comply with the Dodd-Frank Wall Street Reform and Consumer
Protection Act or other applicable law.


 


[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.


 


	 	CELLDEX THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:	                           
	 	 	Title:	 



 


	 	AWARDEE
	 	 
	 	 
	 	Name:



 






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EXHIBIT A


 


CELLDEX THERAPEUTICS, 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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