Nuvalent (NUVL) 8-KRestricted Stock Unit Award Agreement

Exhibit 99.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE-VESTING)

FOR COMPANY EMPLOYEES

UNDER THE NUVALENT, INC.

2021 STOCK OPTION AND INCENTIVE PLAN

Pursuant to the Nuvalent, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Nuvalent, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Class A Common Stock, par value $0.0001 per share (the “Stock”), of the Company.

1.  Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2.  Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse based on the achievement of the performance goal[s] during the performance period[s], as certified by the Compensation Committee of the Board of Directors (the “Compensation Committee”), all as set forth on Exhibit A. All vesting is dependent on the Grantee remaining employed by the Company through the Vesting Date, except as otherwise provided herein.

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3.  Termination of Employment. If the Grantee’s employment with the Company or a Subsidiary terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

4.  Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

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5.  Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6.  Tax Withholding. The Grantee acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Grantee any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Award. At such time as the Grantee is not aware of any material nonpublic information about the Company or the Stock and is not prohibited from doing so by the Company’s insider trading policy or otherwise, the Grantee shall execute the instructions set forth in Schedule A attached hereto (the “Durable Automatic Sell-to-Cover Instructions”) as the means of satisfying such tax obligation, unless the Grantee has previously executed such Durable Automatic Sell-to-Cover Instructions. If the Grantee does not execute the Durable Automatic Sell-to-Cover Instructions prior to an applicable Vesting Date, then the Grantee agrees that, if under applicable law the Grantee will owe taxes at such Vesting Date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Grantee of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Stock to the Grantee until it is satisfied that all required withholdings have been made.

7.  Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8.  No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee’s employment with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s employment with the Company or a Subsidiary at any time.

9.  Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10.  Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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11.  Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

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Schedule A

DURABLE AUTOMATIC SELL-TO-COVER INSTRUCTION

This Durable Automatic Sell-to-Cover Instruction (this “Instruction”), which is being delivered to Nuvalent, Inc. (the “Company”), by the undersigned on the date set forth below (the “Adoption Date”), relates to any restricted stock units that may be granted to me from time to time by the Company under the Company’s equity compensation programs, other than any restricted stock units which by the terms of the applicable award agreement require the Company to withhold shares for tax withholding obligations in connection with the vesting and settlement of such restricted stock units and therefore do not permit sell-to-cover transactions (the restricted stock units subject to this Instruction are referred to as “Covered RSUs”). This Instruction provides for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”)) with respect to Covered RSUs and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act.

I acknowledge that upon vesting and settlement of any Covered RSUs in accordance with the applicable RSU’s terms, whether vesting is based on the passage of time or the achievement of performance goals, I will have compensation income equal to the fair market value of the shares of the Company’s Class A common stock subject to the RSUs that are settled on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation income.

I desire to establish a plan and process to satisfy such withholding obligation in respect of all Covered RSUs through an automatic sale of the number of the shares of the Company’s Class A common stock that would otherwise be issuable to me on each applicable settlement date in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.

I understand that the Company has arranged for the administration and execution of its equity incentive programs and the sale of securities by participants thereunder pursuant to a platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner.

Upon the settlement of any of my Covered RSUs after the 30th day following the Adoption Date (or if I am an officer of the Company on the Adoption Date, after the 120th day following the Adoption Date ) (the “Cooling-Off Period”), I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s Class A common stock issuable with respect to such RSUs that vested and settled as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by me in connection with the vesting and settlement of such RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive such net proceeds in satisfaction of such tax withholding obligation.

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I hereby appoint the Chief Executive Officer, the Chief Financial Officer and the Chief Legal Officer, and any of them acting alone and with full power of substitution, to serve as my attorneys-in-fact to arrange for the sale of shares of the Company’s Class A common stock in accordance with this Instruction. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of Class A common stock pursuant to this Instruction.

I hereby certify that, as of the Adoption Date:

(i) I am not prohibited from entering into this Instruction by the Company’s insider trading policy or otherwise;

(ii) I am not aware of any material nonpublic information about the Company or its Class A common stock; and

(iii) I am adopting this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act.

Signature:                   

Print Name:                   

Date:                    

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EXHIBIT A

PERFORMANCE VESTING CRITERIA

[Insert Performance Vesting Criteria]

Change in Control Event

In the event of a Change in Control (as defined below) during the performance period[s], any remaining performance goals that have not been achieved will be deemed satisfied immediately prior to the Change in Control provided that the Award, solely to the extent it is then-unvested, will thereafter be treated as having been granted subject to a time-based vesting schedule with one third of the then-unvested RSUs vesting on each of the first three anniversaries of the Grant Date (the “CIC Vesting Schedule”). Any unvested RSUs that would, by application of the CIC Vesting Schedule, have vested prior to the closing of the Change in Control shall vest immediately prior to the Change in Control. The acquiring or succeeding entity in the Change in Control shall assume or substitute any remaining unvested portion of the Award (with appropriate adjustment to the number and kind of shares subject to the Award), and the Award shall thereafter continue to vest solely based on the Grantee’s continued employment with the Company (or its successor) through any remaining vesting dates of the CIC Vesting Schedule (the “Assumed Award”); provided, that if the Grantee’s employment is terminated without Cause by the Company (or its successor) or, solely to the extent the Grantee is party to an employment or other agreement that provides for acceleration of vesting of time-based awards upon Grantee’s termination of employment for “good reason”, if the Grantee terminates for “good reason” (as defined in such employment or other agreement), in either case within 12 months following the closing of the Change in Control, then the Assumed Award shall become vested as of the date of the Grantee’s termination of employment; and provided, further, however, that if the acquiring or succeeding entity in the Change in Control refuses to assume or substitute the Award, then the Award shall become vested in full as of immediately prior to the closing of the Change in Control.

For purposes of this Agreement, the following definitions shall apply:

“Cause” shall, to the extent that the Grantee is a party to an employment or other agreement that defines “cause”, have the meaning set forth in such employment or other agreement and otherwise have the meaning set forth in the Company’s 2021 Stock Option and Incentive Plan, as the same may be amended from time to time (the “2021 Plan”).

“Change in Control” shall mean a “Sale Event” as defined in the 2021 Plan.

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