Exhibit 10.22


 


Orchestra
BioMed Holdings, Inc.

RSU Award Grant Notice

(2023 Equity Incentive Plan)


 


Orchestra
BioMed Holdings, 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 Company’s 2023 Equity Incentive
Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are 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:	[__________________________________________________________________].
		Notwithstanding
                                            the foregoing, vesting shall terminate upon the Participant’s termination of Continuous
                                            Service.



 


	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
                                            prospectus prepared for the Plan (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.



 


	Orchestra
    BioMed Holdings, Inc.	 	Participant:
	 	 	 	 	 
	By:	                      	 	                    
	Signature	 		Signature
	 	 	 	 
	Title: 	 	 	Date: 	 
	Date:	 	 	 	 











 






     


     


    

 


Orchestra
BioMed Holdings, Inc.

2023 Equity Incentive Plan

Award Agreement (RSU Award)


 


As
reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”), Orchestra BioMed Holdings, Inc. (the
“Company”) has granted you a RSU Award under its 2023 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. 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 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.


 


3. Dividends.
You shall receive no benefit or adjustment to your RSU Award with respect to any cash dividend, stock dividend or other distribution
that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply
with respect to any shares of Common Stock that are delivered to you in connection with your RSU Award after such shares have been delivered
to you.


 


4. Withholding
Obligations.


 


(a) Regardless
of any action taken by the Company or, if different, the Affiliate to which you provide Continuous Service (the “Service
Recipient”) with respect to any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other
tax-related items associated with the grant or vesting of the RSU Award or sale of the underlying Common Stock or other tax-related items
related to your participation in the Plan and legally applicable to you (the “Tax Liability”), you hereby acknowledge
and agree that the Tax Liability is your ultimate responsibility and may exceed the amount, if any, actually withheld by the Company
or the Service Recipient. You further acknowledge that the Company and the Service Recipient (i) make no representations or undertakings
regarding any Tax Liability in connection with any aspect of this RSU Award, including, but not limited to, the grant or vesting of the
RSU Award, the issuance of Common Stock pursuant to such vesting, the subsequent sale of shares of Common Stock, and the payment of any
dividends on the Common Stock; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any
aspect of the RSU Award to reduce or eliminate your Tax Liability or achieve a particular tax result. Further, if you are subject to
Tax Liability in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient,
as applicable) may be required to withhold or account for Tax Liability in more than one jurisdiction.


 






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(b) Prior
to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company
and/or the Service Recipient to satisfy all Tax Liability. As further provided in Section 8 of the Plan, you hereby authorize the
Company and any applicable Service Recipient to satisfy any applicable withholding obligations with regard to the Tax Liability by any
of the following means or by a combination of such means: (i) causing you to pay any portion of the Tax Liability in cash or cash
equivalent in a form acceptable to the Company; (ii) withholding from any compensation otherwise payable to you by the Company or
the Service Recipient; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to
you in connection with the Award; provided, however, that to the extent necessary to qualify for an exemption from application
of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval
of the Board or the Company’s Compensation Committee; (iv) permitting or requiring you to enter into a “same day sale”
commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA
Dealer”), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of
the shares of Common Stock to be delivered in connection with your Restricted Stock Units to satisfy the Tax Liability and whereby the
FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax Liability directly to the Company or the Service
Recipient; and/or (v) any other method determined by the Company to be in compliance with Applicable Law. Furthermore, you agree
to pay the Company or the Service Recipient any amount the Company or the Service Recipient may be required to withhold, collect, or
pay as a result of your participation in the Plan or that cannot be satisfied by the means previously described. In the event it is determined
that the amount of the Tax Liability was greater than the amount withheld by the Company and/or the Service Recipient (as applicable),
you agree to indemnify and hold the Company and/or the Service Recipient (as applicable) harmless from any failure by the Company or
the applicable Service Recipient to withhold the proper amount.


 


(c) The
Company may withhold or account for your Tax Liability by considering statutory withholding amounts or other withholding rates applicable
in your jurisdiction(s), including (i) maximum applicable rates in your jurisdiction(s), in which case you may receive a refund
of any over-withheld amount in cash (whether from applicable tax authorities or the Company) and you will have no entitlement to the
equivalent amount in Common Stock or (ii) minimum or such other applicable rates in your jurisdiction(s), in which case you may
be solely responsible for paying any additional Tax Liability to the applicable tax authorities or to the Company and/or the Service
Recipient. If the Tax Liability withholding obligation is satisfied by withholding shares of Common Stock, for tax purposes, you are
deemed to have been issued the full number of shares of Common Stock subject to the vested portion of the RSU Award, notwithstanding
that a number of the shares of Common Stock is held back solely for the purpose of paying such Tax Liability.


 


(d) You
acknowledge that you may not participate in the Plan and the Company shall have no obligation to deliver shares of Common Stock until
you have fully satisfied the Tax Liability, as determined by the Company. Unless any withholding obligation for the Tax Liability is
satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award.


 


5. Date
of Issuance. The issuance of shares in respect of the Restricted Stock Units is intended to comply with U.S. 
Treasury Regulations Section 1.409A-3(a) and will be construed and administered in such a manner. Subject to the
satisfaction of the Tax Liability 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 vested Restricted Stock Unit. Each issuance date determined by this
paragraph is referred to as an “Original Issuance Date.” The Original Issuance Date shall be the date the
underlying Restricted Stock Unit vests except that if the Original Issuance Date otherwise would fall on a date that is not a
business day, the Original Issuance Date shall instead occur on the next following business day. In addition, and notwithstanding
the foregoing, if:


 


(a) 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


 


(b) either
(1) a Tax Liability withholding obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date,
(A) not to satisfy the Tax Liability withholding obligation by withholding shares of Common Stock from the shares otherwise due,
on the Original Issuance Date, to you under this Award, and (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 Tax Liability in cash, 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 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 U.S.  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 U.S.  Treasury Regulations Section 1.409A-1(d).


 






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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.


 


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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