Document

根據修訂後的2013年PriceSmart，Inc.股權激勵獎計劃，特此授予以下列出的持有人（公司”), pursuant to the PriceSmart, Inc. 2013 Equity Incentive Award Plan (the “401(k)計劃的僱主貢獻），特此授予公司普通股（持有人”),一項限制性股票獎勵（“受限股票單位「」或「」RSUs支付根據公司普通股份（即「公司普通股份」）的數量，授予下面所示的限制性股票單位。股份”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “分紅相等物”). This award for Restricted Stock Units and Dividend Equivalents (this “獎勵”）將受制於本處所載及隨附的限制性股票單位協議中規定的所有條款和條件。附錄 A (「本登記聲明」) 由特立軟件股份有限公司，一家德拉華州股份公司 (以下簡稱爲「本公司」) 提交，目的是爲了註冊其額外的7,184,563股A類普通股，每股面值$0.0001 (以下簡稱爲「A類普通股」), 以及在特立軟件股份有限公司 2022年股權激勵計劃下可發行股份的1,436,911股A類普通股，注(下文簡稱爲「A類普通股」)。限制性股票單位協議”）及計劃，均已納入本文參考。除非另有定義，計劃中定義的術語在本授予通知書和限制性股票單位協議中具有相同的定義。

通過簽署本憑證及公司下方的簽署，持有人同意受計劃、受限制股票單位協議和本授予通知書的條款和條件約束。持有人已完整審閱了限制股票單位協議、計劃和本授予通知書，並在在簽署本授予通知書前有機會徵求法律意見，充分理解本授予通知書、受限制股票單位協議和計劃的所有條款。持有人已被提供計劃招股意向書的電子訪問權限。持有人特此同意將管理員在計劃、本授予通知書或受限制股票單位協議下產生的任何問題上所做的所有決定或解釋視爲具有約束力、最終且終局。

根據限制性股票單位授予通知書（「授予通知書」）和此限制性股票單位授予協議（「授予協議」），Trevena，Inc.（「公司」）根據公司2023年股權激勵計劃（「計劃」）第6（b）節向您（「受益人」）授予限制性股票單位獎項（「獎項」），獎項數量在授予通知書中指定。本協議或授予通知書中未明確定義的大寫字母開頭的名詞將有計劃中所賦予的意義。除了在授予通知書中規定的條款外，您的獎項條款如下。期權授予通知在此限制股票單位協議（以下簡稱爲「協議」）中，公司已授予受讓人根據授予通知書獲得相應 RSU 數量及其對應的股息等效權利，依據本協議、授予通知書和計劃中載明的所有條款與條件。授予通知書和本協議受計劃約束，計劃的條款與條件均已透過參考併入本協議。若計劃與本協議之間存在任何不一致之處，則計劃條款應予以控制。協議應附有的限制股票單位協議（以下簡稱爲「協議」），公司已授予受讓人根據授予通知書獲得相應的 RSU 數量及其對應的股息等效權利，依據本協議、授予通知書和計劃中載明的所有條款與條件。授予通知書和本協議受計劃約束，計劃的條款與條件均已透過參考併入本協議。若計劃與本協議之間存在任何不一致之處，則計劃條款應予以控制。

(a)獎勵鑑於受讓人同意繼續爲公司或其附屬公司服務，且出於其他良好和有價值的考慮，公司特此授予受讓人根據授予通知書中規定的RSU數量及其相應的股利等值權益，遵循本協議、授予通知書和計劃中規定的所有條款和條件。每個RSU代表領取一股股票的權利。在實際發行任何股票之前，此獎勵，包括此處授予的RSU和股利等值權益，代表公司的無抵押債務，僅可從公司的一般資產中支付。

(b)分紅；終止服務的影響按照授予通知書中規定的歸屬時間表，授予的RSUs將獲得解除限制。除非並直至RSUs根據授予通知書中規定的歸屬時間表獲得解除限制，持有人將無權獲得任何與該RSUs相關的分配。如果持有人在所有RSUs獲得解除限制之前終止服務（不包括因死亡或殘疾而終止服務），任何未獲解除限制的RSUs將自動終止，公司無需進一步行動並且無需以任何費用放棄。RSUs將在持有人因死亡或殘疾而終止服務後立即獲得解除限制。

(d)通常根據該獎勵所發行的股份應發給持有人（或在持有人死亡的情況下，發給其遺產），以（a）非記名形式發行，股份記錄在公司過戶代理的名冊中，以持有人的名義，同時附有關於根據本協議規定的轉讓限制的適當註釋；或（b）記名形式。

(a)代表Holder已與其個人稅務顧問就本次投資以及授予通知書和本協議所涉及的聯邦、州、地方和國外稅務後果進行了審查。Holder僅憑藉此類顧問的意見，而不是憑藉公司或其任何代理人的任何聲明或陳述。Holder明白，Holder（而不是公司）應對由本次投資或本協議所涉及的交易可能引起的自身稅務責任負責。

(b)稅款代扣在非僱員董事在授予日期之後但在RSUs的股票發放之前的任何時候成爲員工的情況下，公司無需向持有人或其法定代表交付代表RSUs可發行股票的任何證書，直到持有人或其法定代表已支付或以其他方式完全滿足所有適用於持有人因RSUs股票歸屬產生的應納稅收入的聯邦、州、地方和外國稅款金額，以及與RSUs相關的任何其他應稅事件。

2.1 Dividend Equivalents. Notwithstanding Section 3.2 hereof, for so long as unvested RSUs are outstanding under this Agreement, Holder shall have the right to receive distributions (the “Dividend Equivalents”) from the Company equal to any dividends or other distributions (cash or securities) that would have been distributed to Holder if each then-unvested RSU were instead an outstanding Share owned by Holder. The Dividend Equivalents shall be paid at the same time, in the same form and in the same manner as dividends are paid to the holders of Shares of the Company, subject to any applicable tax withholding as provided in Section 1.2, but in no event shall such Dividend Equivalents be paid later than the March 15 of the calendar year following the year in which the related dividend or distribution is declared.

2.2 Termination of Eligibility for Dividend Equivalents. In no event shall Holder be eligible for a Dividend Equivalent (i) with respect to any dividend or distribution the record date for which is after Holder’s Termination of Service, or (ii) with respect to any RSU that has been terminated prior to the

I.1No Adjustments. Notwithstanding anything to the contrary contained in Section 13.2 of the Plan, no adjustment shall be made to any unvested RSUs pursuant to Section 13.2 of the Plan with respect to any dividend or distribution to the extent that Dividend Equivalents are paid to Holder in connection therewith.

2.4 Separate Payments. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code.

III.1Award and Interests Not Transferable. This Award, including the RSUs awarded hereunder and the corresponding Dividend Equivalents awarded hereunder, and the rights and privileges conferred hereby, may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares issuable pursuant to the Award have been issued, and all restrictions applicable to such Shares have lapsed. This Award and the rights and privileges conferred hereby, including the RSUs and the corresponding Dividend Equivalents awarded hereunder, shall not be liable for the debts, contracts or engagements of Holder or his or her successors in interest and shall not be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

III.2Rights as Stockholder. Neither Holder nor any person claiming under or through Holder shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in uncertificated form) will have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to Holder (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Holder shall have all the rights of a stockholder of the Company, including with respect to the right to vote the Shares and the right to receive any cash or share dividends or other distributions paid to or made with respect to the Shares.

III.4Adjustments. Holder acknowledges that the RSUs, including the vesting of the RSUs and the number of Shares issuable upon distribution thereof, are subject to adjustment in the discretion of the Administrator upon the occurrence of certain events as provided in this Agreement and Section 13.2 of the Plan.

(a)Nothing in the Plan, the Grant Notice, or this Agreement shall confer upon Holder any right to continue in the employ or service of the Company or any Affiliate, shall form part of any contract of employment or service between the Company or any Affiliate and Holder, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, except to the extent expressly provided otherwise in a written agreement between the Company or any Affiliate and Holder.

(b)The grant of the RSUs is a one-time benefit and does not create any contractual or other right or interest to receive a grant of Awards or benefits in lieu of Awards in the future or otherwise. Future grants, if any, will be at the sole discretion of the Company. In addition, the value of the RSUs and the Shares issuable upon distribution thereof is an extraordinary item of compensation outside the scope of any employment contract. As such, neither the RSUs, the Dividend Equivalents nor the Shares issuable upon distribution thereof are part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value of the underlying Common Stock is unknown and cannot be predicted with certainty.

III.6Governing Law; Severability; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Any suit brought with respect to the Award, the Grant Notice, the Plan or this Agreement shall be brought in the state or federal courts sitting in San Diego County, California, the parties hereby waiving any claim or defense that such forum is not convenient or proper. The jurisdiction agreement contained in this Section 3.6 is made for the benefit of the Company only, and the Company retains the right to bring proceedings in any other court of competent jurisdiction. By signing the Grant Notice, Holder is deemed to have agreed to submit to such jurisdiction. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.

III.7Conformity to Securities Laws. Holder acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

III.8Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Award shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

III.9Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under the Award in any material way without the prior written consent of Holder.

III.10Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Holder shall be addressed to Holder at the most recent physical or email address for Holder listed in the Company’s personnel records. By a notice given pursuant to this Section 3.10, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

III.11Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.

III.12Section 409A. This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the Shares issuable pursuant to the RSUs and the Dividend Equivalents corresponding thereto shall be distributed to Holder no later than the later of: (a) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such RSUs or Dividend Equivalents, as applicable, are no longer subject to a substantial risk of forfeiture, and (b) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Each payment under this Agreement shall be considered a separate and distinct payment for purposes of Section 409A of the Code.

III.14Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Holder with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Holder by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Holder by the Company.

III.15Data Protection. Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Holder’s “Data” (as defined below) by and among, as applicable, the Company and its Affiliates (the “Company Group”) for the purpose of administering his

or her participation in the Plan. For purposes of this Section 3.15, “Data” means Holder’s personal information, including, but not limited to, Holder’s name, home address and telephone number, date of birth, social security number, “cedula” or other identification number, salary, nationality, job title, any Shares of stock or directorships held in the Company and details of all Awards held by Holder. Holder understands that Data will be transferred to such stock plan service providers as may be selected by the Company, which are assisting the Company with the implementation, administration and management of the Plan. Holder understands that the recipients of the Data may be subject to different data privacy laws and protections than those in Holder’s country. Holder authorizes the Company Group and any other possible recipients which may assist the Company with administering the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering Holder’s participation in the Plan. Holder understands that he or she may, at any time, request additional information about this consent (including a list with the names and addresses of all recipients of the Data), or withdraw this consent, by contacting in writing the Company’s general counsel. Withdrawal of this consent may affect Holder’s ability to participate in the Plan.


股份			歸屬日期