VITAE PHARMACEUTICALS, INC. 2013 STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
SECTION 1. GRANT OF RESTRICTED STOCK UNITS.
(a) Grant. On the terms and conditions set forth in the Notice of Restricted Stock Unit Award and this Agreement, the Company grants to you on the Date of Grant the number of RSUs set forth in the Notice of Restricted Stock Unit Award. Each RSU represents the right to receive one share of the Companys Common Stock on the terms and conditions set forth in this Agreement.
(b) Consideration. No payment is required for the RSUs that have been granted to you.
(c) Nature of Units; No Rights As a Stockholder. Your RSUs are mere bookkeeping entries and represent only the Companys unfunded and unsecured promise to issue Shares on a future date under specified conditions. As a holder of RSUs, you have no rights other than the rights of a general creditor of the Company. Your RSUs carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your RSUs are settled pursuant to Section 4.
(d) Stock Plan and Defined Terms. Your RSUs are granted pursuant to the Plan, a copy of which you acknowledge having received. The provisions of the Plan are incorporated into this Agreement by this reference. Except as otherwise defined in this Agreement (including without limitation Section 10 hereof), capitalized terms shall have the meaning ascribed to such terms in the Plan.
SECTION 2. VESTING.
(a) Generally. The RSUs vest in accordance with the vesting schedule set forth in the Notice of Restricted Stock Unit Award. You will receive a benefit with respect to a RSU only if the Liquidity Event Requirement is satisfied on or before the Expiration Date. Your RSUs will not vest if such requirement is not satisfied on or before the Expiration Date.
(b) Termination of Service.
(i) Termination For Cause. If your Service terminates in a Termination For Cause, all RSUs will immediately be terminated as of your termination date.
(ii) Termination other than for Cause. If your Service terminates for any reason other than a Termination For Cause, the RSUs will (if an IPO or Sale Event had not yet occurred) remain outstanding until the first to