OPTION AWARD AGREEMENT
ALIGNMENT HEALTHCARE, INC. 2021 EQUITY INCENTIVE PLAN
Alignment Healthcare, Inc. (the Company) grants to the Participant named below (you) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the Option), under this Option Award Agreement (Agreement).
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|Governing Plan: || ||Alignment Healthcare, Inc. 2021 Equity Incentive Plan|
|Defined Terms: || ||As set forth in the Plan, unless otherwise defined in this Agreement|
|Participant: || ||[Name]|
|Type of Option: || ||[Incentive/Nonstatutory] Stock Option|
|Grant Date: || ||[Date]|
|Number of Shares Purchasable: || ||[●]|
|Exercise Price per Share: || ||$[●], which is the Fair Market Value as of the Grant Date|
|Original Expiration Date: || ||[●] years from the Grant Date|
|Exercisability: || ||The Option will become exercisable as follows, as long as you do not have a Separation from Service before the applicable [date/event]:|
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| || ||[Date/Event] || ||% of Option Exercisable *|
| || || || ||[●]%|
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* Any resultant fractional Options will not become exercisable and will instead be subject to the next applicable [date/event].
|Exercise after Separation from Service: || || |
Separation from Service for any reason other than Disability, death, or Cause: any unexercisable portion of the Option expires immediately and any exercisable portion remains exercisable for [●] after your Separation from Service for any reason other than Disability, death, or Cause.
Separation from Service due to Disability or death: any unexercisable portion of the Option expires immediately and any exercisable portion remains exercisable for [●] after your Separation from Service due to your Disability or death.
|3. || |
Method of Payment. If you elect to exercise the Option, you must pay the aggregate Exercise Price, as well as any applicable withholding or other taxes, in accordance with any of the payment methods set forth in Section 6.4(d) of the Plan (or any successor sections).
|4. || |
Restrictions on Exercise.
| ||(a) || |
You may not exercise the Option (i) if it is an Incentive Stock Option and the Plan has not been approved by the Stockholders or (ii) if the issuance of Shares upon exercise or the method of payment for those Shares would constitute a violation of any Applicable Law or Company policy.
| ||(b) || |
Any issuance of Shares under the Option may be effected on a non-certificated basis, to the extent not prohibited by Applicable Law.
| ||(c) || |
If a certificate for Shares is delivered to you under the Option, the certificate may bear the following or a similar legend as determined by the Company:
The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the Alignment Healthcare, Inc. 2021 Equity Incentive Plan and an option award agreement entered into between the registered owner and Alignment Healthcare, Inc. Copies of such plan and agreement are on file in the executive offices of Alignment Healthcare, Inc.
In addition, any stock certificates for Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under Applicable Law, and the Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions. Unless otherwise determined by the Board, any shares of Common Stock acquired in respect of the Option will be subject to the lock-up restrictions as set forth in Section 13.20 of the Plan (and any successor terms).
|5. || |
Qualifying Termination. Notwithstanding anything contained herein or in the Plan to the contrary, if you incur a Separation from Service due to a Qualifying Termination, then 100% of the Option (to the extent not previously vested) shall vest on the date of such Qualifying Termination. Qualifying Termination shall mean your Separation from Service due to a termination by the Company without Cause (other than as a result of death or Disability) or a resignation by you for Good Reason (as defined on Exhibit A attached hereto), in each case, on or following a Change in Control.
|6. || |
Transferability. You may not transfer the Option in any manner other than by will or by the laws of descent and distribution and the Option may be exercised during your lifetime only by you.
|7. || |
Term of Option. You may not exercise the Option after it expires and you may only exercise the Option in accordance with this Agreement.
| || clawback or similar policy or any Applicable Law related to such actions, as may be in effect from time to time. You acknowledge and consent to the Companys application, implementation, and enforcement of any applicable Company clawback or similar policy that may apply to you, whether adopted before or after the Grant Date (including the clawback terms contained in Section 13.21 of the Plan as of the Grant Date (and any successor terms)), and any term of Applicable Law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and the Company may take such actions as may be necessary to effectuate any such policy or Applicable Law, without further consideration or action. |
| ||(k) || |
Electronic Delivery and Acceptance. The Company may deliver any documents related to current or future participation in the Plan by electronic means. You consent to receive those documents by electronic delivery and to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.
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Your Representations. You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Option.
By signing below, you are agreeing that your electronic signature is the legal equivalent of a manual signature on this Agreement and you are agreeing to all of the terms of this Agreement, as of the Grant Date.
For the Chief Executive Officer of the Company only:
Good Reason for termination of employment for purposes of this Agreement shall mean the occurrence of any of the following events without your express written consent: (i) a reduction in your annual base salary or annual target bonus opportunity; (ii) a diminution in your status, authority, title, duties or responsibilities (including a change which results in the Company no longer being a publicly traded entity or you no longer being the Chief Executive Officer of a publicly traded entity) or (iii) a failure of the Companys successor to assume and perform this Agreement as contemplated hereof; provided that any such termination by you shall only be deemed for Good Reason pursuant to this definition if: (1) you give the Company written notice within sixty (60) days following your initial awareness of the occurrence of the condition(s) that you believe constitute(s) Good Reason, which notice shall describe such condition(s) and your intent to terminate for Good Reason; (2) the Company fails to remedy such condition(s) to your satisfaction within thirty (30) days following receipt of the written notice (such 30 period, as applicable, the Cure Period); and (3) you voluntarily terminate your employment within thirty (30) days following the end of the Cure Period.
For certain other Senior Executives of the Company:
Good Reason for termination of employment for purposes of this Agreement shall mean a reduction in your annual base salary or annual target bonus opportunity (reduction in compensation) without your express written consent; provided that any such termination by you shall only be deemed for Good Reason pursuant to this definition if: (1) you give the Company written notice within thirty (30) days following your initial awareness of the occurrence of the reduction in compensation that you believe constitutes Good Reason, which notice shall describe such reduction and your intent to terminate for Good Reason; (2) the Company fails to remedy such reduction in compensation to your satisfaction within thirty (30) days following receipt of the written notice (such 30 period, as applicable, the Cure Period); and (3) you voluntarily terminate your employment within thirty (30) days following the end of the Cure Period.