Exhibit 10.10 


 





LIPELLA
PHARMACEUTICALS INC. 


Amended
and Restated 2020 Stock Incentive Plan 


Restricted
Stock Unit Agreement


 


This
Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which
Customizing Information is provided in written form as the Restricted Stock Unit Schedule or is available in electronic form from
the recordkeeper for the Lipella Pharmaceuticals Inc. Amended and Restated 2020 Stock Incentive Plan, as amended and in effect
from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information
(the “Grant Date”) by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”),
and the individual identified in the Customizing Information (the “Recipient”). This instrument and the Customizing
Information are collectively referred to as the “Restricted Stock Unit Agreement.”


 


WITNESSETH
THAT:


 


WHEREAS,
the Company has instituted the Plan; and


 


WHEREAS,
the Compensation Committee (the “Committee”) has authorized the grant of restricted stock units with respect to the
Company’s Common Stock (“Stock”) upon the terms and conditions set forth below and pursuant to the Plan, a copy
of which is incorporated herein; and


 


WHEREAS,
the Recipient acknowledges that he or she has carefully read this Restricted Stock Unit Agreement and agrees, as provided in Section
17(a) below, that the terms and conditions of the Restricted Stock Unit Agreement reflect the entire understanding between himself
or herself and the Company regarding this restricted stock unit award (and the Recipient has not relied upon any statement or
promise other than the terms and conditions of the Restricted Stock Unit Agreement with respect to this restricted stock unit
award);


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Recipient agree as follows.


 


1.            Grant. Subject to the terms of the Plan and this Restricted Stock Unit Agreement, the Company hereby grants to the Recipient
that number of restricted stock units (“RSUs”) equal to the corresponding number of shares of the Company’s
Stock (the “Underlying Shares”) shown in the Customizing Information under “Restricted Stock Units Granted.”


 


2.            Vesting.


 


(a)         In General. If the Recipient remains in an employment, contractual or other service relationship with the Company (“Relationship”)
as of a “Vesting Date,” as specified in the Customizing Information, and the Recipient as of such date is not in violation
of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company, all or a portion, as applicable
(the “Incremental Amount,” as specified in the Customizing Information), of the RSUs shall vest on such date. For
the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan and Sections 2(b), 2(c) or 2(d), if the
Recipient’s Relationship with the Company is terminated by the Company or by the Recipient for any reason, whether voluntarily
or involuntarily, no RSUs granted pursuant to this Restricted Stock Unit Agreement shall vest under any circumstances on and after
the date of such termination.


 






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(b)         Committee Discretion. In the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i)
the Recipient’s right to vest in the RSU will, except as provided in the Plan or otherwise explicitly in Section 2(b), Section
2(c) or as provided by the Committee, terminate as of the date of the termination of the Relationship (and will not be extended
by any notice period mandated under local law) and (ii) the Committee shall have the exclusive discretion to determine when the
Relationship has terminated for purposes of this RSU (including when the Recipient is no longer considered to be providing active
service while on a leave of absence).


 


(c)         Special
Definitions. For purposes of this Section 2, the term “Company” refers to the Company and its Subsidiaries.


 


3.            Dividends. A Recipient shall be credited with dividend equivalents equal to the dividends the Recipient would have received
if the Recipient had been the actual record owner of the Underlying Shares on each dividend record date on or after the Grant
Date and through the date the Recipient receives a settlement pursuant to Section 4 below (the “Dividend Equivalent”).
If a dividend on the Stock is payable wholly or partially in Stock, the Dividend Equivalent representing that portion shall be
in the form of additional RSUs, credited on a one-for-one basis. If a dividend on the Stock is payable wholly or partially in
cash, the Dividend Equivalent representing that portion shall also be in the form of cash and a Recipient shall be treated as
being credited with any cash dividends, without earnings, until settlement pursuant to Section 4 below. If a dividend on Stock
is payable wholly or partially in other than cash or Stock, the Committee may, in its discretion, provide for such Dividend Equivalents
with respect to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same
terms and conditions as the RSUs originally awarded pursuant to this Restricted Stock Unit Agreement, and they shall vest (or,
if applicable, be forfeited) as if they had been granted at the same time as the original RSU. Dividend Equivalents representing
the cash portion of a dividend on Stock shall be settled in cash.


 


4.            Delivery of Underlying Shares or Cash Settlement. With respect to any RSUs that become vested RSUs as of a Vesting Date
pursuant to Section 2, the Company shall issue and deliver to the Recipient as soon as practicable following the applicable Vesting
Date (a) the number of Underlying Shares equal to the number of RSUs vesting on that date or an amount of cash equal to the Fair
Market Value, as defined in the Plan, of such Underlying Shares as of that date (or such later delivery date, if applicable) and
(b) the amount (and in the form) due with respect to the Dividend Equivalents applicable to such Underlying Shares. Whether Underlying
Shares, or the cash value thereof, shall be issued or paid at settlement shall be determined based on the “Form of Settlement”
specified in the Customizing Information.


 






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Any
shares issued pursuant to this Restricted Stock Unit Agreement shall be issued, without issue or transfer tax, by (i) delivering
a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or treasury shares of its
Stock as the Company may elect or (ii) issuance of shares of its Stock in book entry form; provided, however, that the time of
such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with
any applicable requirements of law. Notwithstanding the preceding provisions of this Section 4, delivery of Underlying Shares
shall be made, or the amount of cash equivalent thereto shall be paid, only if the required purchase price designated as the “Purchase
Price” shown in the Customizing Information per underlying RSU is paid to the Company by means of payment acceptable to
the Company in accordance with the terms of the Plan. If the Recipient fails to pay for or accept delivery of all of the shares,
the right to shares of Stock provided pursuant to this RSU may be terminated by the Company.







 


5.            Withholding Taxes. The Recipient hereby agrees, as a condition of this award, to provide to the Company (or a subsidiary
employing the Recipient, as applicable) an amount sufficient to satisfy the Company’s and/or subsidiary’s obligation
to withhold any and all federal, state, local or provincial income tax, social security, social insurance, payroll tax, fringe
benefits tax, payment on account or other tax-related items or statutory withholdings related to the Recipient’s participation
in the Plan (the “Withholding Amount”), if any, by (a) authorizing the Company and/or any subsidiary employing
the Recipient, as applicable, to withhold the Withholding Amount from the Recipient’s cash compensation or (b) remitting
the Withholding Amount to the Company (or a subsidiary employing the Recipient, as applicable) in cash; provided, however, that
to the extent that the Withholding Amount is not provided by one or a combination of such methods, the Company may at its election
withhold from the Underlying Shares and Dividend Equivalents that would otherwise be delivered that number of shares (and/or cash)
having a Fair Market Value on the date of vesting sufficient to eliminate any deficiency in the Withholding Amount. Regardless
of any action that the Company and/or subsidiary takes with respect to any or all federal, state, local or provincial income tax,
social security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items or statutory
withholdings related to the Recipient’s participation in the Plan, the Recipient acknowledges that he or she, and not the
Company and/or any subsidiary, has the ultimate liability for any such items. Further, if the Recipient becomes subject to tax
in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Recipient
acknowledges that the Company and/or subsidiary may be required to withhold or account for such tax-related items in more than
one jurisdiction.


 


6.            Non-assignability of RSUs and Dividend Equivalents. RSUs and Dividend Equivalents shall not be assignable or transferable
by the Recipient except by will or by the laws of descent and distribution or as permitted by the Committee in its discretion
pursuant to the terms of the Plan. During the life of the Recipient, delivery of shares of Stock or payment of cash as settlement
of RSUs and Dividend Equivalents shall be made only to the Recipient, to a conservator or guardian duly appointed for the Recipient
by reason of the Recipient’s incapacity or to the person appointed by the Recipient in a durable power of attorney acceptable
to the Company’s counsel.


 






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7.            Compliance with Securities Act; Lock-Up Agreement. The Company shall not be obligated to sell or issue any Underlying Shares
or other securities in settlement of RSUs and Dividend Equivalents hereunder unless the shares of Stock or other securities are
at that time effectively registered or exempt from registration under the Securities Act and applicable state or provincial securities
laws. In the event shares or other securities shall be issued that shall not be so registered, the Recipient hereby represents,
warrants and agrees that the Recipient will receive such shares or other securities for investment and not with a view to their
resale or distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel. The Recipient
further hereby agrees that as a condition to the settlement of RSUs and Dividend Equivalents, the Recipient will execute an agreement
in a form acceptable to the Company to the effect that the shares shall be subject to any underwriter’s lock-up agreement
in connection with a public offering of any securities of the Company that may from time to time apply to shares held by officers
and employees of the Company, and such agreement or a successor agreement must be in full force and effect.







 


8.            Legends. The Recipient hereby acknowledges that the stock certificate or certificates (or entries in the case of book entry
form) evidencing shares of Stock or other securities issued pursuant to any settlement of an RSU or Dividend Equivalent hereunder
may bear a legend (or provide a restriction) setting forth the restrictions on their transferability described in Section 7 hereof,
if such restrictions are then in effect.


 


9.            Rights as Stockholder. The Recipient shall have no rights as a stockholder with respect to any RSUs, Dividend Equivalents
or Underlying Shares until the date of issuance of a stock certificate (or appropriate entry is made in the case of book entry
form) for Underlying Shares and any Dividend Equivalents. Except as provided by Section 3, no adjustment shall be made for any
rights for which the record date is prior to the date such stock certificate is issued (or appropriate entry is made in the case
of book entry form), except to the extent the Committee so provides, pursuant to the terms of the Plan and upon such terms and
conditions it may establish.


 


10.          Effect Upon Employment and Performance of Services. Nothing in this Restricted Stock Unit Agreement or the Plan shall be
construed to impose any obligation upon the Company or any subsidiary to employ or utilize the services of the Recipient or to
retain the Recipient in its employ or to engage or retain the services of the Recipient.


 


11.          Time for Acceptance. Unless the Recipient shall evidence acceptance of this Restricted Stock Unit Agreement by electronic
or other means prescribed by the Committee within sixty (60) days after its delivery, the RSUs and Dividend Equivalents shall
be null and void (unless waived by the Committee).


 


12.          Right of Repayment. In the event that the Recipient breaches any confidentiality, inventions, non-solicitation and/or non-competition
agreement with the Company, the Recipient shall pay to the Company an amount equal to the excess of the Fair Market Value of the
Underlying Shares as of the date of settlement (whether settled in cash or Stock) over the Purchase Price, if any, paid (or deemed
paid) together with the value of any Dividend Equivalents; provided, however, that the Committee in its discretion may release
the Recipient from the requirement to make such payment, if the Committee determines that the Recipient’s breach of such
agreement is not inimical to the best interests of the Company. In accordance with applicable law, the Company may deduct the
amount of payment due under the preceding sentence from any compensation or other amount payable by the Company to the Recipient.
For purposes of this Section 12, the term “Company” refers to the Company and its Subsidiaries.


 






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13.          Section 409A of the Internal Revenue Code. The RSUs and Dividend Equivalents granted hereunder are intended to avoid the
potential adverse tax consequences to the Recipient of Section 409A of the Code and the Committee may make such modifications
to this Restricted Stock Unit Agreement as it deems necessary or advisable to avoid such adverse tax consequences. If and to the
extent that the RSUs and Dividend Equivalents are subject to Section 409A, in addition to the provisions of Section 12(e) of the
Plan, any payment upon termination of the Relationship shall be made only upon a “separation from service” under Section
409A, and the Recipient may not directly or indirectly designate the calendar year of a payment.


 


14.          Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. The Recipient consents to receive such documents by electronic delivery and agrees
to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.


 


15.          Company Policies. This RSU shall be subject to any applicable clawback or recoupment policies, share trading policies,
and other policies that may be implemented by the Board from time to time, in accordance with applicable law.


 


16.          Nature of Award. By accepting this RSU, the Recipient acknowledges, understands and agrees that:


 


(a)         the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan and this Restricted Stock Unit Agreement;


 


(b)         the grant of this RSU is voluntary and occasional and does not create any contractual or other right to receive future awards
under the Plan or benefits in lieu of Plan awards, even if RSUs or other Plan awards have been granted in the past;


 


(c)         all decisions with respect to future RSU awards will be at the sole discretion of the Committee;


 


(d)         he or she is voluntarily participating in the Plan;


 


(e)         the future value of the Underlying Shares is unknown and cannot be predicted with certainty;


 


(f)          if the Recipient resides and/or works outside the United States, the following additional provisions shall apply:


 


		(i)	this
                                         RSU, including any Dividend Equivalents, and the Underlying Shares are not intended to
                                         replace any pension rights or compensation;



 


		(ii)	this
                                         RSU, including any Dividend Equivalents, and the Underlying Shares (including value attributable
                                         to each) do not constitute compensation of any kind for services of any kind rendered
                                         to the Company and/or any subsidiary thereof and are outside the scope of the Recipient’s
                                         employment contract, if any;



 






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		(iii)	this
                                         RSU, including any Dividend Equivalents, and any Underlying Shares (including the value
                                         attributable to each) are not part of normal or expected compensation or salary, including,
                                         but not limited to, for purposes of calculating any severance, resignation, termination,
                                         redundancy, dismissal, end-of-service payments, bonuses, service awards, pension or retirement
                                         or welfare benefits or similar payments unless such other arrangement explicitly provides
                                         to the contrary;



 


		(iv)	no
                                         claim or entitlement to compensation or damages shall arise from forfeiture of the RSU,
                                         including any Dividend Equivalents, resulting from the Recipient’s termination
                                         of the Relationship for any reason, and in consideration of this RSU, including any Dividend
                                         Equivalents, the Recipient irrevocably agrees never to institute a claim against the
                                         Company and/or subsidiary, waives his or her ability to bring such claim and releases
                                         the Company and/or subsidiary from any claim; if, notwithstanding the foregoing, such
                                         claim is allowed by a court of competent jurisdiction, then by accepting this RSU, including
                                         any Dividend Equivalents, the Recipient is deemed irrevocably to have agreed not to pursue
                                         such claim and agrees to execute any and all documents necessary to request dismissal
                                         or withdrawal of such claims; and



 


(g)         the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the
United States dollar that may affect the value of this RSU or any amounts due pursuant to the settlement of the RSU or the subsequent
sale of any Underlying Shares acquired upon settlement.


 


17.          General Provisions.


 


(a)         Amendment; Waivers. This Restricted Stock Unit Agreement, including the Plan, contains the full and complete understanding
and agreement of the parties hereto as to the subject matter hereof, and except as otherwise permitted by the express terms of
the Plan and this Restricted Stock Unit Agreement and applicable law, it may not be modified or amended nor may any provision
hereof be waived without a further written agreement duly signed by each of the parties; provided, however, that a modification
or amendment that does not materially diminish the rights of the Recipient hereunder, as they may exist immediately before the
effective date of the modification or amendment, shall be effective upon written notice of its provisions to the Recipient, to
the extent permitted by applicable law. The waiver by either of the parties hereto of any provision hereof in any instance shall
not operate as a waiver of any other provision hereof or in any other instance. The Recipient shall have the right to receive,
upon request, a written confirmation from the Company of the Customizing Information.


 






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(b)         Binding Effect. This Restricted Stock Unit Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, representatives, successors and assigns.


 


(c)         Fractional RSUs, Underlying Shares and Dividend Equivalents. All fractional Underlying Shares and Dividend Equivalents
settled in Stock resulting from the application of the Vesting Schedule or the adjustment provisions contained in the Plan shall
be rounded down to the nearest whole share. If cash in lieu of Underlying Shares is delivered at settlement, or Dividend Equivalents
are settled in cash, the amount paid shall be rounded down to the nearest penny.


 


(d)         Governing Law. This Restricted Stock Unit Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to the principles of conflicts of law.


 


(e)         Construction. This Restricted Stock Unit Agreement is to be construed in accordance with the terms of the Plan. In case
of any conflict between the Plan and this Restricted Stock Unit Agreement, the Plan shall control. The titles of the sections
of this Restricted Stock Unit Agreement and of the Plan are included for convenience only and shall not be construed as modifying
or affecting their provisions. The masculine gender shall include both sexes; the singular shall include the plural and the plural
the singular unless the context otherwise requires. Capitalized terms not defined herein shall have the meanings given to them
in the Plan.


 


(f)          Language. If the Recipient receives this Restricted Stock Unit Agreement, or any other document related to this RSU and/or
the Plan translated into a language other than English and if the meaning of the translated version is different than the English
version, the English version will control.


 


(g)         Data Privacy.


 


		(i)	The
                                         Recipient hereby explicitly and unambiguously consents to the collection, use and transfer,
                                         in electronic or other form, of the Recipient’s personal data as described in this
                                         Restricted Stock Unit Agreement by and among, as applicable, his or her employer, the
                                         Company and its subsidiaries for the exclusive purpose of implementing, administering
                                         and managing the Recipient’s participation in the Plan.



 


		(ii)	The
                                         Recipient understands that his or her employer, the Company and its subsidiaries, as
                                         applicable, hold certain personal information about the Recipient regarding his or her
                                         employment, the nature and amount of the Recipient’s compensation and the fact
                                         and conditions of the Recipient’s participation in the Plan, including, but not
                                         limited to, the Recipient’s name, home address, telephone number and e-mail address,
                                         date of birth, social insurance number or other identification number, salary, nationality,
                                         job title, any shares of stock or directorships held in the Company and its subsidiaries,
                                         details of all options, awards or any other entitlement to shares of stock awarded, canceled,
                                         exercised, vested, unvested or outstanding in the Recipient’s favor, for the purpose
                                         of implementing, administering and managing the Plan (the “Data”).



 






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		(iii)	The
                                         Recipient understands that the Data may be transferred to any third parties assisting
                                         in the implementation, administration and management of the Plan, that these third parties
                                         may be located in the Recipient’s country, or elsewhere, and that the third party’s
                                         country may have different data privacy laws and protections than the Recipient’s
                                         country. The Recipient understands that the Recipient may request a list with the names
                                         and addresses of any potential recipients of the Data by contacting his or her local
                                         human resources representative. The Recipient authorizes the recipients to receive, possess,
                                         use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
                                         administering and managing the Recipient’s participation in the Plan, including
                                         any requisite transfer of such Data as may be required to a broker or other third party.
                                         The Recipient understands that the Data will be held only as long as is necessary to
                                         implement, administer and manage Recipient’s participation in the Plan. The Recipient
                                         understands that he or she may, at any time, view the Data, request additional information
                                         about the storage and processing of the Data, require any necessary amendments to the
                                         Data or refuse or withdraw the consents herein, in any case without cost, by contacting
                                         in writing the Recipient’s local human resources representative. The Recipient
                                         understands, however, that refusing or withdrawing his or her consent may affect the
                                         Recipient’s ability to participate in the Plan. For more information on the consequences
                                         of refusal to consent or withdrawal of consent, the Recipient understands that the Recipient
                                         may contact his or her local human resources representative.



 


(h)         Notices. Any notice in connection with this Restricted Stock Unit Agreement shall be deemed to have been properly delivered
if it is delivered in the form specified by the Committee as follows:


 


	 	To the Recipient:	Last address provided to the Company




 


	 	To the Company:	Lipella Pharmaceuticals Inc.




7800
Susquehanna Street, Suite 505


Pittsburgh,
Pennsylvania 15208


Attn:
Chief Financial Officer


 


(i)          Version Number. This document is Version 1 of the Lipella Pharmaceuticals Inc. Amended and Restated 2020 Stock Incentive
Plan Restricted Stock Unit Agreement.


 




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LIPELLA
PHARMACEUTICALS INC. 


Amended
and Restated 2020 Stock Incentive Plan 


Restricted
Stock Unit Schedule


 


<<Name>> 


<<Address>> 


<<City>>,
<<State>> <Zip>>


 


In
accordance with the Restricted Stock Unit Agreement, of which this Restricted Stock Unit Schedule is a part (which together, constitute
the “Customizing Information”), the Company hereby grants to <<Name>> (the “Recipient”) the
following Restricted Stock Units.


 


	Grant Date:	<<GrantDate>>
	Restricted Stock Units Granted:	<< Number of shares of Stock underlying
    the equivalent number of restricted stock units granted >>
	Purchase Price, if any:	<<PurchasePricePerUnit>>
	Form of Settlement:	[Cash/Stock]
	Restricted Stock Unit	 
	Agreement Version:	<<Version>>
	Vesting Schedule:	 


 


	Vesting
    Date	 	Percentage
    of Total Restricted Stock Units Vested	 
	 	 	Incremental	 	Cumulative	 
	 	 	Amount	 	Amount	 
	<<Vest1>>	 	<<Vest1_I>>	 	<<Vest1_C>>	 
	<<Vest2>>	 	<<Vest2_I>>	 	<<Vest2_C>>	 
	<<Vest3>>	 	<<Vest3_I>>	 	<<Vest3_C>>	 


 


ACCEPTANCE
BY RECIPIENT


 


IN
WITNESS WHEREOF, the Company has caused this Restricted Stock Unit Agreement to be issued as of the date set forth above.


 


	Date: 	 	 	
	 	 	 	(Signature of Recipient)


Notice
Address: