ZOGENIX, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 1st, 2022 • Zogenix, Inc. • Pharmaceutical preparations • California
Zogenix, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Employment Inducement Equity Incentive Award Plan (as amended, the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock (the “Shares”) listed below. This award for Restricted Stock Units (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
ZOGENIX, INC. GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATESGlobal Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement • February 1st, 2022 • Zogenix, Inc. • Pharmaceutical preparations • California
Zogenix, Inc., a Delaware corporation (the “Company”), pursuant to its 2010 Equity Incentive Award Plan (as amended, the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock (the “Shares”) listed below. This award for Restricted Stock Units (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Global Restricted Stock Unit Award Agreement attached hereto as Exhibit A (including any additional terms and conditions for Participant’s country included in the appendix attached hereto) (the “Global Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Global Restricted Stock Unit Agreement.
ZOGENIX, INC. GLOBAL STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATESGlobal Stock Option Grant Notice and Stock Option Agreement • February 1st, 2022 • Zogenix, Inc. • Pharmaceutical preparations • California
Zogenix, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Employment Inducement Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Global Stock Option Agreement attached hereto as Exhibit A (including any additional terms and conditions for Participant’s country included in the appendix attached hereto) (the “Global Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Global Stock Option Agreement.
Zogenix, Inc.Merger Agreement • February 1st, 2022 • Zogenix, Inc. • Pharmaceutical preparations
We are pleased to inform you that, on January 18, 2022, Zogenix, Inc. (“Zogenix”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with UCB S.A. (“Parent”) and Zinc Merger Sub, Inc., a wholly owned subsidiary of Parent (“Purchaser”). In accordance with the Merger Agreement, Purchaser has commenced on February 1, 2022, a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.001 per share (the “Shares”), at a price per Share of (i) $26.00, net to the seller in cash, without interest and subject to any withholding of taxes required by applicable law (the “Cash Amount”), plus (ii) one non-transferable contingent value right per Share (each, a “CVR”), which CVR represents the right to receive a contingent payment of $2.00, net to the seller in cash, without interest and less any applicable tax withholding, which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 3
ZOGENIX, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • February 1st, 2022 • Zogenix, Inc. • Pharmaceutical preparations • California
Zogenix, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Employment Inducement Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
