Exhibit 10.9
As Amended June 11, 2025
KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN
(FORMERLY, KINIKSA PHARMACEUTICALS, LTD.
2018 INCENTIVE AWARD PLAN)
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
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Other Share or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
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As used in the Plan, the following words and phrases will have the following meanings:
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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of
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whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
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KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN
SHARE OPTION GRANT NOTICE
Capitalized terms not specifically defined in this Share Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan” of Kiniksa Pharmaceuticals International, plc (the “Company”.
The Company has granted to the participant listed below (“Participant”) the share option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Share Option Agreement attached as Exhibit A (the “Agreement), both of which are incorporated into this Grant Notice by reference.
Participant:
Grant Date:
Grant Number:
Exercise Price per Share:
Shares Subject to the Option:
Final Expiration Date:
Vesting Commencement Date:
Vesting Schedule:
Type of Option:
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC | | |
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By: /s/ Sanj K. Patel | |
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Name: Sanj K. Patel Title: CEO and Chairman of the Board | | |
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
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KINIKSA PHARMACEUTICALS
INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN
RESTRICTED SHARE UNIT GRANT NOTICE
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan” of Kiniksa Pharmaceuticals International, plc (the “Company”).
The Company has granted to the participant listed below “Participant” the Restricted Share Units described in this Grant Notice (thesubject to the terms and conditions of the Plan and the Restricted Share Unit Agreement attached as
Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:
Grant Date:
Grant Number:
Number of RSUs:
Vesting Commencement Date:
Vesting Schedule:
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC | | PARTICIPANT |
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By: /s/ Sanj K. Patel | |
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Name: Sanj K. Patel Title: CEO and Chairman of the Board | | |
Exhibit A
RESTRICTED SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specifíed in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
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