Name: Number of Restricted Stock Units subject to Award: Date of Grant: Ultragenyx Pharmaceutical Inc. 2014 Incentive Plan Restricted Stock Unit Agreement (Directors) This agreement (this “Agreement”) evidences an award (the “Award”) of restricted...
Exhibit 10.5
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Ultragenyx Pharmaceutical Inc. Restricted Stock Unit Agreement (Directors) This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Ultragenyx Pharmaceutical Inc. (the “Company”) to the undersigned (the “Grantee”) pursuant to and subject to the terms of the Ultragenyx Pharmaceutical Inc. 2014 Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
6.Forfeiture; Recovery of Compensation. (a)The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Award at any time if the Grantee is not in compliance with all applicable provisions of this Agreement and the Plan. (b)By accepting the Award the Grantee expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the Award, under the Award to any Stock acquired under the Award or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 10 of this Agreement. (a)The Grantee shall be responsible for satisfying and paying all taxes arising from or due in connection with the Restricted Stock Units or with the shares of Stock issued upon vesting of the Restricted Stock Units. The Company shall have no liability or obligation related to the foregoing.
(b)The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. 9.Effect on Service. Neither the grant of the Award, nor the issuance of Shares upon vesting of the Award, will give the Grantee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right of such Grantee to terminate his or her Employment at any time. 10.Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Xxxxx has been furnished to the Grantee. By accepting the Award, the Grantee agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.
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ULTRAGENYX PHARMACEUTICAL Inc.
By: __________________________________ Name: Xxxx Xxxxxx Title:Chief Executive Officer Dated:
Acknowledged and Agreed:
By_______________________
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[Signature Page to Restricted Stock Unit Agreement]