Tercica, Inc. RSU Accelerated Vesting Letter Agreement for Executive Officers
This agreement from Tercica, Inc. notifies certain executive officers that if their stock options vest early due to a change of control, their restricted stock units (RSUs) will also vest early in the same proportion. For RSUs that the executive has chosen to defer, the delivery of shares will follow the terms of their RSU and Deferral Election Agreements. The letter is addressed to individual executives and clarifies how accelerated vesting will be handled in the event of a company change of control.
Exhibit 10.9AA
May 2, 2008
[NAME]
[TITLE]
Tercica, Inc.
2000 Sierra Point Pkwy., Suite 400
Brisbane, CA 94005
Re: RSU Accelerated Vesting
Dear [NAME],
This letter is formal notification that pursuant to your offer letter or employment agreement as the case may be, or under the Company’s 2004 Stock Option Plan, when the vesting of your stock options is accelerated due to a change of control, the vesting of your RSUs will be similarly (i.e., as regards percent of unvested) accelerated. For any RSUs subject to a deferral election (i.e., chosen by you), the delivery of your accelerated vested shares will be governed by the terms of your RSU Agreement and Deferral Election Agreement.
If you have any questions, please do not hesitate to contact me.
Very truly yours,
| Stephen N. Rosenfield |
| Executive Vice President of Legal Affairs |
Schedule of Executive Officer Receipents
John A. Scarlett, M.D.
Ross G. Clark, Ph.D.
Richard A. King
Ajay Bansal
Stephen N. Rosenfield
Thorsten von Stein, M.D., Ph.D.
Andrew J. Grethlein, Ph.D.
Susan Wong
