Stock Appreciation Rights Agreement
Stock Appreciation Rights Agreement
This Stock Appreciation Rights Agreement (this "Agreement") is made and entered into as of [DATE] by and between Zomedica Corp., a corporation organized under the laws of the Province of Alberta (the "Corporation") and [EMPLOYEE NAME] (the "Participant").
Grant Date: ____________________________________
Number of SARs: ________________________________
Exercise Price per SAR: __________________________
Expiration Date: _________________________________
25% of the SARs are vested on the first anniversary of the Grant Date, and the remaining SARs will be vested 1/48th per month on the ___ day of each month, commencing on ____________, 202_, over the next 36 months. Except as otherwise provided in this Agreement, the unvested SARs will not be exercisable on or after the Participant's termination of Continuous Service.
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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| By: _____________________ Name: Title: |
| [EMPLOYEE NAME] |
| By: _____________________ Name: |
4869-2098-3753 v1 [102652-3]
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EXHIBIT A
2024 STOCK APPRECIATION RIGHTS PLAN
STOCK APPRECIATION RIGHT AGREEMENT
EXERCISE NOTICE
_______________________
_______________________
Attention: Chief Financial Officer
1.Exercise of Stock Appreciation Right. Effective as of today, __________________ 20___, the undersigned (“Participant”) hereby elects to exercise ___________ Stock Appreciation Rights (“SARs”) under and pursuant to the Zomedica Corp. 2024 Stock Appreciation Rights Plan (the “Plan”) and the Stock Appreciation Rights Agreement dated _______________, 20___ (the “Stock Appreciation Rights Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Exercise Notice.
Participant acknowledges that the Appreciation Value of the SARs will be paid to Participant in the form of cash, and that all applicable federal, state and local taxes will be withheld.
2.Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Stock Appreciation Rights Agreement and agrees to abide by and be bound by their terms and conditions.
0.Xxx Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s exercise hereunder. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Corporation for any tax advice.
4.Entire Agreement; Governing Law. The Plan and the Stock Appreciation Rights Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Stock Appreciation Rights 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 Corporation and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Agreement is governed by the law of the State of Delaware except for that body of law pertaining to conflict of laws.
[SIGNATURE PAGE FOLLOWS]
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Submitted by: Participant: Signature | Accepted by: By: Title: |
Print Name: Address: | |
[SIGNATURE PAGE TO STOCK APPRECIATION RIGHT AGREEMENT
EXERCISE NOTICE]
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EXHIBIT B
2024 STOCK APPRECIATION RIGHTS PLAN
BENEFICIARY DESIGNATION
STOCK APPRECIATION RIGHTS AGREEMENT
Primary Beneficiary
In the event of my death, I hereby designate the following person as the beneficiary who may exercise my rights under the Stock Appreciation Rights Agreement (the “Agreement”) between me and Zomedica Corp. (the “Corporation”), and/or will receive any unpaid amounts if I should die after exercise of the SAR and before full payment of the Appreciation Value to me.
Name:_______________________________________
Address: ______________________________________
_______________________________________
Relationship:
Social Security Number: _________________________
Alternate Beneficiary
In the event the foregoing beneficiary is not living at the time of my death, I hereby designate the following person as the alternate beneficiary who may exercise my rights under the Agreement and/or will receive any unpaid amounts if I should die after exercise of the SAR and before full payment of the Appreciation Value to me.
Name:_______________________________________
Address: ______________________________________
_______________________________________
Relationship:
Social Security Number: _________________________
I understand that, should both my designated beneficiary and my alternate beneficiary predecease me, my estate may exercise my rights under the Agreement, and the amount that
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otherwise would have been payable to such designated beneficiary or alternate beneficiary shall be payable to my estate.
I hereby authorize the Corporation to accept the exercise of my rights made by my beneficiary upon written documentation of his/her identity, and to make payment to the beneficiary in accordance with the above designations and agree on behalf of myself and my heirs that payment so made shall be a complete discharge of any claim that I or my heirs may have and shall constitute a release of the Corporation from any further obligation under the Plan and the Agreement.
I hereby revoke any and all prior beneficiary designations in connection with the Agreement and I reserve the right to revoke or change at any time the designations made above.
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DateName (print)
_____________________________________________________________
Signature of WitnessSignature
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