the Securities Act or (2) any transaction the sole purpose of which is to change the state of incorporation of the Company or to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction.
Affiliate of a specified person means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified (where, for purposes of this definition, the term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
Award means any award pursuant to the terms and conditions of this Plan, including any Option, Restricted Stock Unit, Stock Appreciation Right or Restricted Stock Award.
Award Agreement means, with respect to each Award, an agreement between the Company and the Participant setting forth the terms and conditions of the Award as approved by the Committee. For purposes of the Plan, the Award Agreement may be accepted by a Participant via written, electronic or other means, subject to requirements under applicable law.
Board means the Board of Directors of the Company.
Cause means Termination because of (i) any willful, material violation by the Participant of any law or regulation applicable to the business of the Company or a Subsidiary or Parent or Affiliate of the Company, the Participants conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of a common law fraud, (ii) the Participants commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (iii) any material breach or violation by the Participant of any provision of any agreement or understanding between the Company or any Subsidiary or Parent or Affiliate of the Company and the Participant regarding the terms of the Participants service as an employee, officer, director or consultant to the Company or a Subsidiary or Parent or Affiliate of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer, director or consultant of the Company or a Subsidiary or Parent or Affiliate of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or a Subsidiary or Parent or Affiliate of the Company and the Participant, (iv) Participants violation of the Companys code of ethics, (v) Participants disregard of the policies of the Company or any Subsidiary or Parent or Affiliate of the Company so as to cause loss, harm, damage or injury to the property, reputation or employees of the Company or a Subsidiary or Parent or Affiliate of the Company, or (vi) any other misconduct by the Participant which is injurious to the financial condition or business reputation of, or is otherwise injurious to, the Company or a Subsidiary or Parent or Affiliate of the Company.
Code means the U.S. Internal Revenue Code of 1986, as amended.
Committee means the committee appointed by the Board to administer this Plan, or if no committee is appointed, the Board.
Company means Airbnb, Inc., a Delaware corporation, or any successor corporation.
| || || || |
|Airbnb, Inc. || ||16 || |
|2018 Equity Incentive Plan || || || |