Exhibit 10.2


 


RESTRICTED STOCK AWARD AGREEMENT


 


CELLDEX THERAPEUTICS, INC.


 


This
Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the
attached Exhibit A (the “Award Date”), 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 grant the Awardee a Restricted Stock Award, pursuant to the Celldex Therapeutics, Inc.
2021 Omnibus Equity Incentive Plan (the “Plan”);


 


NOW, THEREFORE, in consideration
of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:


 


1.            Award.
The Company hereby awards the Awardee a Restricted Stock Award for the number of restricted shares of Common Stock (each a “Restricted
Share” and collectively the “Restricted Shares”) set forth in Exhibit A hereto, subject to the
terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized
terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan.


 


2.             Restrictions
on Sale or Other Transfer. Each Restricted Share awarded to the Awardee pursuant to this Agreement shall be subject to acquisition
by the Company and may not be sold, transferred, assigned or pledged or otherwise be the subject of any disposition during the “Restriction
Period” as defined below. Each Restricted Share shall be held physically or in book entry form with the Company’s transfer
agent until the restrictions set forth above with respect to such Restricted Share lapse in accordance with the provisions of Section 3
or until such Restricted Share is forfeited pursuant to Section 3. Restricted Shares shall be delivered to the Awardee only when
and to the extent that the restrictions set forth in Section 3 with respect to such Restricted Shares lapse.


 


3.            Restriction
Period. The Restricted Shares shall become vested, and the restrictions applicable to the Restricted Shares shall lapse (such period,
the “Restriction Period”) as set forth in Exhibit A. Subject to the terms of this Agreement, the Awardee
shall forfeit the Restricted Shares to the extent that the Awardee does not satisfy the applicable vesting requirements set forth in Exhibit A.


 


4.            Rights
as Shareholder. Except with respect to the restrictions set forth in Section 2 above, upon the issuance to the Awardee of Restricted
Shares hereunder, the Awardee shall have all the rights of a shareholder of Common Stock with respect to such Restricted Shares, including
the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto; provided, however, that
such dividends and other distributions shall be retained by the Company for the Awardee’s account and for delivery to the Awardee,
together with the Restricted Shares as and when said restrictions and conditions shall have been satisfied, expired or lapsed.


 






     


     


    

 


5.            Forfeiture.
Except to the extent otherwise provided in Section 3, upon termination of the Awardee’s Continuous Service with the Company
and its Subsidiaries, any Restricted Shares as to which the Restriction Period has not then lapsed shall (together with any dividends
or distributions paid or declared thereon) be forfeited by Awardee and such Restricted Shares (together with any dividends or distributions
paid or declared thereon) shall thereupon be transferred to the Company at no cost to the Company.


 


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


 


7.            Investment
Purpose. The Awardee represents and warrants that unless the Restricted Shares are registered under the Securities Act of 1933, as
amended (the “Securities Act”), 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.
The Awardee agrees not to 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 Restricted Shares 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 hereby agrees that in the event that the Restriction Period lapses with respect to any of the Restricted Shares
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, then Awardee 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 such Restricted Shares, and any Restricted Shares for which the Restriction Period
may lapse during such time, comparable to the restrictions agreed upon by such directors or officers of the Company.


 






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10.          Withholding
Taxes. The Company shall have the right to require the Awardee to remit to the Company, or to withhold from amounts payable to the
Awardee, as compensation or otherwise, in compliance with the Plan, 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 (including,
without limitation, any such income or employment taxes resulting from (i) the expiration of restrictions set forth hereunder that
are applicable to any Restricted Shares or (ii) an election made by the Awardee under Section 83(b) of the Internal Revenue
Code of 1986, as amended, (the “Code”)).


 


11.          Awardee
Representations. The Awardee has reviewed with the Awardee’s own tax advisors the federal, state, local and foreign tax consequences
of the transactions contemplated by this Agreement. The Awardee is relying 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 understands that the Awardee (and not the Company) shall
be responsible for the Awardee’s own liability arising as a result of the transactions contemplated by this Agreement.


 


12.          Section 83(b) Election.
The Awardee hereby acknowledges that the Awardee has been informed that, with respect to the Restricted Shares, the Awardee may file an
election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing pursuant to Section 83(b) of
the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and their fair market value on the
date of purchase. Absent such an election, taxable income will be measured and recognized by the Awardee at the time or times at which
the forfeiture restrictions on the Restricted Shares lapse. The Awardee is strongly encouraged to seek the advice of his or her own tax
consultant in connection with the issuance of the Restricted Shares and the advisability of filing of the election under Section 83(b) of
the Code. THE AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S RESPONSIBILTY, BUT RATHER IS THE AWARDEE’S SOLE RESPONSIBILITY,
TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Awardee files an election under Section 83(b) of the Code,
the Awardee shall promptly furnish the Company with a copy of the election. A form of election under Section 83(b) of the Code
is attached hereto as Exhibit B for reference.


 


13.          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 in 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.


 






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14.          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.


 


15.          Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement
of the parties 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 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 Agreement and the Plan, the Plan
shall be controlling. This Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.


 


16.          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.


 


17.          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.


 


18.          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 AWARD AGREEMENT


 


		(a).	Awardee’s Name:  _______________________________________________________________________



 


		(b).	Award Date:  ________________________________



 


		(c).	Number of Restricted Shares
Granted:  _____________________________



 


		(d).	Restriction Period:



 


_______ (Initials)





		Awardee	



 


_______ (Initials)





Company Signatory


 






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EXHIBIT B


 


ELECTION UNDER SECTION 83(b) 


OF THE INTERNAL REVENUE CODE OF 1986


 


The undersigned taxpayer hereby makes an election
pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Regulations”),
and in connection with this election supplies the following information:


 


1.            The
name, address and taxpayer identification number of the undersigned are:


 


[Name] 


[Address] 


Social Security Number: ___-__-____


 


2.            The
election is being made with respect to [________] shares of [common stock] (the “Stock”) of Celldex Therapeutics, Inc.,
a Delaware corporation (the "Company").


 


3.            The
date on which the Stock was transferred to the undersigned was [_______________]. The taxable year for which this election is being made
is calendar year [____].


 


4.           The property is subject to the following restrictions:


 


The above-mentioned shares may not be
transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse
upon the satisfaction of certain conditions contained in such agreement.


 


Disposition of the Stock also may be subject to restrictions
imposed under applicable federal and state securities laws.


 


5.            The
fair market value of the Stock at the time of transfer (determined without regard to any lapse restriction, as defined in §1.83-3(i) of
the Regulations) was $[___________].


 


6.            [The
undersigned did not pay any amount for the Stock. Therefore, $[______] (the full fair market value of the Stock stated above) is includible
in the undersigned's gross income as compensation for services.]


 


7.            A
copy of this election has been furnished to the Company [and to the transferee of the Stock, if different from the taxpayer] as required
by §1.83-2(d) of the Regulations.


 


	Dated:	 	 	 
	 	 	[taxpayer signature]



 






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INSTRUCTIONS FOR FILING SECTION 83(B) ELECTION


 


Attached is a form of election
under section 83(b) of the Internal Revenue Code. If you wish to make such an election, you should complete, sign and date the election
and then proceed as follows:


 


1. Execute three counterparts of your completed
election (plus one extra counterpart for each person other than you, if any who receives property that is the subject of your election),
retaining at least one photocopy for your records.


 


2. Send one counterpart to the Internal Revenue
Service Center with which you will file your Federal income tax return for the current via certified mail, return receipt requested. THE
ELECTION SHOULD BE SENT IMMEDIATELY, AS YOU ONLY HAVE 30 DAYS FROM THE ISSUANCE/PURCHASE/GRANT DATE WITHIN WHICH TO MAKE THE ELECTION
 – NO WAIVERS, LATE FILINGS OR EXTENSIONS ARE PERMITTED.


 


3. Deliver one counterpart of the completed election
to the Company for its files.


 


4. If anyone other than you (e.g., one of your
family members) will receive property that is the subject of your election, deliver one counterpart of the completed election to each
such person.


 






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