entitled (based on the number of days in the year to which the bonus relates prior to your death or disability divided by 365). You will also be eligible to participate in the Company’s long-term incentive plan which provides for annual equity awards, as determined in the sole discretion of the Board (or a duly authorized committee thereof) after consideration of individual employee performance and Company performance benchmarked against the Company’s peer group, and such other factors as the Board (or a duly authorized committee thereof) determines to be relevant in its discretion; provided, however, that you will not be eligible for long-term incentive awards in 2021 or 2022.
4.You may participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. The benefit programs made available by the Company, and the rules, terms and conditions for participation in such benefit plans, may be changed by the Company at any time without advance notice.
5.You will be eligible for paid vacation and holidays in accordance with Company policy.
6.The Company shall reimburse you for all reasonable and necessary documented out of pocket expenses incurred or paid by you in connection with, or related to, the performance of your services to the Company, including without limitation all travel (first or business class) and hotel and ancillary expenses. You shall abide by the Company’s expense reimbursement policy, except as otherwise set forth herein or with the prior written approval of the Chairman of the Board.
7.Subject to approval of the Company’s Board of Directors, the Company will grant to you:
(a)an option to acquire that number of shares of Company common stock having an aggregate Black-Scholes value of $10,000,000 (the “New Hire Option”) as of the date of grant as determined by the Organization, Leadership and Compensation Committee (the “OLC Committee”), which will have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and will vest upon the achievement of specified organizational milestones to be determined by the OLC Committee at the time of grant;
(b)an option to purchase that number of shares of the Company’s common stock having an aggregate Black-Scholes value, inclusive of a performance premium, of $5,000,000 (the “Performance-Vesting Option”) as of the date of grant as determined by the OLC Committee, which will have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and will vest as to 1/3 of the shares underlying the option as of the date on which the closing price of the Company’s common stock, as reported on Nasdaq, has for 15 consecutive trading days (in the five-year period following grant) equaled or exceeded $80.00, $100.00, and $120.00, respectively; and
8.a performance-based restricted stock unit award for Company common stock having a value of $5,000,000 (the “PRSU Award” and, collectively with the New Hire Option and the Performance-Vesting Option, the “Equity Awards”) based on the fair market value of the Company’s common stock on the date of grant, which PRSU Award will vest in thirds based on research and