Grant of Restricted Stock Units. The Company hereby grants to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of restricted Stock Units (“Units”) specified on the cover page of this Agreement, each representing the right to receive one Share of the Company’s Stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.

Grant of Restricted Stock Units. Athenex, Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (the “Notice”), an Award (the “Award”) of Restricted Stock Units (the “RSUs”) for the Number of Shares of Restricted Stock Units set forth in the Notice, subject to the terms and provisions of the Notice, this Restricted Stock Unit Award Agreement (this “RSU Agreement”) and the Company’s Amended and Restated 2017 Omnibus Incentive Plan (as further amended from time to time, 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 RSU Agreement.

The Company hereby awards to the Grantee 66,920 Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of these Terms and Conditions.

Grant of Restricted Stock Units. ​ hereby grants to the Employee the number Restricted Stock Units specified in the grant summary for no cash consideration, subject to the following terms and conditions:

Grant of Restricted Stock Units. Subject to and consistent with the provisions of the Plan and Code Sections 409A(a)(2), (3) and (4), the Board, at any time and from time to time, may grant Restricted Stock Units to any Eligible Director, in such amount and upon such terms as the Board shall determine. A Grantee shall have no voting rights in Restricted Stock Units.

"Award" means, individually or collectively, a grant or award under this Plan of Stock Options, Restricted Stock (including unrestricted Stock), Restricted Stock Units, Performance Units, or Performance Shares.

Type of Grants under the Plan. Grants may consist of awards of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares, Performance-Based Restricted Stock, Performance Units, Unrestricted Stock or Other Stock- Based Grants. Grants may be awarded singly or in combination with other Grants. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the Grantee in the Grant Agreement. The Committee shall approve the form and provisions of each Grant Agreement.

You will be granted restricted stock units in January of 2021 with value equal to $3,000,000. The actual number of units granted will be equal to $3,000,000 divided by the final closing stock price of Company common stock on the date of grant rounded up to the nearest whole number (the “RSUs”). One-half of the units will vest on the first anniversary of the grant date, and the remaining one-half will vest on the second anniversary of the grant date, subject to your continued employment with the Company as of each such date, provided that in the event your employment terminates with the Company under circumstances such that you qualify for severance pursuant to the terms of [Sections 2 or 3]3] of the Severance Agreement by and between you and the Company and dated as of July 31, 2015 (the “Severance Agreement”), or in the event your employment terminates as a result of your death or disability pursuant to the Company’s long term disability policy then in effect, the RSUs shall vest and be settled as the result of such termination, death or disability (subject to your complying with the Severance Agreement and in any event subject to the Company’s clawback policy as may be in effect from time to time and applicable to you). This grant of RSUs will be subject to your execution/acceptance of the applicable grant agreement and the terms of the Amended and Restated Polaris Inc. 2007 Omnibus Incentive Plan, as amended April 30, 2020 (the “Omnibus Plan”).

Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.