EX-10.18




 Exhibit 10.18 

RIGETTI COMPUTING, INC. 

RSU AWARD GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Rigetti Computing, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock
units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Rigetti Computing, Inc. 2022
Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but
defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement. 
  

					
	Participant:	 	  
	 	
	Date of Grant:	 	  
	 	
	Vesting Commencement Date:	 	  
	 	
	Number of Restricted Stock Units:	 	  
	 	

 Vesting Schedule:
[                                         
                               ] 

 

			
	Issuance Schedule:	  	One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.

 Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the
provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified,
amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the document
containing the Plan information specified in Section 10(a) of the Securities Act (the “Prospectus”). In the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the
Plan, the terms of the Plan shall control. 


  

	 	•	 	 The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award. 



 

									
	RIGETTI COMPUTING, INC.	 		 	PARTICIPANT:
				
	By:	 	         
	 	            	 	  

	Signature	 		 	Signature
					
	 Title:
  

Date:
	 	  

 
	 		 	Date:	 	  


 ATTACHMENTS: RSU Award Agreement, 2022 Equity Incentive Plan, Sell
to Cover Election 
  











 RIGETTI COMPUTING, INC. 

2022 EQUITY INCENTIVE PLAN 

AWARD AGREEMENT (RSU AWARD) 

As reflected by your RSU Award Grant Notice (“Grant Notice”), Rigetti Computing, Inc. (the
“Company”) has granted you a RSU Award under the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the
“RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”.
Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable. 

The general terms applicable to your RSU Award are as follows: 

1. GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the
Plan, including but not limited to the provisions in: 
 (a) Section 6 of the Plan regarding the impact of a Capitalization
Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award; 
 (b) Section 9(e) of the Plan regarding the
Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the RSU Award; and 
 (c)
Section 8(c) of the Plan regarding certain tax consequences of your RSU Award. 
 Your RSU Award is further subject to all interpretations,
amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.

 2. GRANT OF THE RSU AWARD. This RSU Award represents your right
to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and subject to your
satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the
Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other
Restricted Stock Units covered by your RSU Award. 

  
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 3. DIVIDENDS. You may become entitled to receive
payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares of Common Stock to be issued in respect of the Restricted Stock Units covered by your RSU Award. Any such dividends or distributions
shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Units and shall be paid at the same time that the corresponding shares are issued in respect of your vested Restricted Stock Units, provided, however that to the
extent any such dividends or distributions are paid in shares of Common Stock, then you will automatically be granted a corresponding number of additional Restricted Stock Units subject to the RSU Award (the “Dividend
Units”), and further provided that such Dividend Units shall be subject to the same forfeiture restrictions and restrictions on transferability, and same timing requirements for issuance of shares, as apply to the Restricted Stock Units
subject to the RSU Award with respect to which the Dividend Units relate. 
 4. WITHHOLDING
OBLIGATIONS. As further provided in Section 8 of the Plan, you hereby agree to make adequate provision for and authorize the Company to satisfy any U.S. federal, state, local and/or foreign tax or social insurance
withholding, which arise in connection with your RSU Award (the “Withholding Obligation”), in its sole discretion, by any of the following means or by a combination of such means: (i) causing you to tender a cash
payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the RSU Award; (iii) withholding cash from an RSU Award settled in cash; (iv) withholding payment
from payroll or any amounts otherwise payable to you; (v) a mandatory sale (on your behalf pursuant to your authorization under this section and without further consent) of the shares of Common Stock issued in settlement upon the vesting of
your Restricted Stock Units in an amount necessary to satisfy the Withholding Obligation; or (vi) by such other method as the Company may decide in its sole discretion in accordance with the withholding procedures established by the Company.
Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common
Stock or it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the
Company to withhold the proper amount. 
 5. DATE OF ISSUANCE. 

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock Units vests, the
Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 2 above, and subject to any different provisions in the Grant
Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.” 
 (b)
If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day or to the extent not administratively feasible, as soon as practicable thereafter (but for the avoidance of
doubt, in no event later than the later of (i) the 15th day of the third month following the end of the calendar year in which the Restricted Stock Units vest, or (ii) the 15th day of the third month following the end of the Company’s
fiscal year in which the Restricted Stock Units vest). 

  
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 (c) The form of delivery (e.g., a stock certificate or electronic entry
evidencing such shares) shall be determined by the Company. 
 (d) In addition, if: 

(i) the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the
Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including
but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a
“10b5-1 Arrangement)), and 
 (ii) either (1) a Withholding
Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date,
to you under this Award, (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and
(C) not to permit you to pay your Withholding Obligation, if any, in cash, 
 (iii) then the shares that would otherwise
be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the
open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if
permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in
which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 

(e) To the extent the RSU Award is a Non-Exempt RSU Award, the provisions of Section 11 of
the Plan shall apply. 
 6. TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not
transferable, except by will or by the applicable laws of descent and distribution 
 7. CORPORATE
TRANSACTION. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is
authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration. 
 8. NO
LIABILITY FOR TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or
Affiliates related to tax liabilities arising from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of
the RSU Award and have either done so or knowingly and voluntarily declined to do so. 

  
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 9. SEVERABILITY. If any part of this Agreement
or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this
Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful
and valid. 
 10. OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive
a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy. 

11. QUESTIONS. If you have questions regarding these or any other terms and conditions applicable to your RSU
Award, including a summary of the applicable federal income tax consequences please see the Prospectus. 

  
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