Grouped Into 23 Collections of Similar Clauses From Business Contracts
This page contains Equity clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Equity. 5.1Options. The Company will recommend to its Compensation Committee of the Board that Employee be granted an option to purchase [##] shares of the Company's Common Stock ("Option"). Grant of the Option is subject to the approval of the Compensation Committee. If granted, the Option shall vest over four years of Employee's continuous service with the Company, with twenty-five percent (25%) of the shares subject to the Option grant becoming vested on the first year anniversary of the Start Date, ...and the remaining shares becoming vested in equal monthly installments over the following thirty-six (36) months of Employee's continuous service. The exercise price of the Option, as well as all other matters related to the Option, will be governed by and subject to the terms and conditions set forth in the Company's 2014 Equity Incentive Plan or 2018 Inducement Plan, and the stock option agreement Employee will be required to electronically accept. 5.2Restricted Stock Units. The Company will recommend to its Compensation Committee of the Board that Employee be granted [##] restricted stock units ("RSUs"). Grant of the RSUs is subject to the approval of the Compensation Committee. If granted, the RSUs shall vest over four years of Employee's continuous service with the Company, with twenty-five percent (25%) of the RSUs becoming vested on the first year anniversary of the Start Date, and the remaining RSUs becoming vested in equal annual installments over the following three anniversaries of the Start Date of Employee's continuous service. The RSUs will be governed by and subject to the terms and conditions set forth in the Company's 2014 Equity Incentive Plan or 2018 Inducement Plan and the applicable grant documents.View More
Equity. 5.1Options. 5.1 Hire-On RSUs. The Company will recommend to its Compensation Committee that Employee be granted a number of restricted stock units equal to $640,000 divided by the closing stock price of the Board Company's Common Stock on May 24, 2019 (the "Hire-On RSUs"). Grant of the Hire-On RSUs is subject to the approval of the Compensation Committee. If granted, the Hire-On RSUs shall vest in full on the seven (7) month anniversary of the Start Date, subject to Employee's continuous service... through such date. The Hire-On RSUs will be governed by and subject to the terms and conditions set forth in the Company's 2014 Equity Incentive Plan or 2018 Inducement Plan and the applicable grant documents. 5.2 Options. The Company will recommend to its Compensation Committee that Employee be granted an option to purchase [##] 225,000 shares of the Company's Common Stock ("Option"). (the "Option"). Grant of the Option is subject to the approval of the Compensation Committee. If granted, the Option shall vest over four years of Employee's continuous service with the Company, with twenty-five percent (25%) of the shares subject to the Option grant becoming vested on the first year anniversary of the Start Date, and the remaining shares becoming vested in equal monthly installments over the following thirty-six (36) months of Employee's continuous service. The exercise price of the Option, as well as all other matters related to the Option, will be governed by and subject to the terms and conditions set forth in the Company's 2014 Equity Incentive Plan or 2018 Inducement Plan, and the stock option agreement Employee will be required to electronically accept. 5.2Restricted 5.3 Restricted Stock Units. The Company will recommend to its Compensation Committee of the Board that Employee be granted [##] restricted stock units ("RSUs"). Grant of the RSUs is subject to the approval of the Compensation Committee. If granted, the RSUs shall vest over four years of Employee's continuous service with to the Company, with twenty-five percent (25%) of the RSUs becoming vested on the first year anniversary of the Start Date, and the remaining RSUs becoming vested in equal annual installments over the following three anniversaries of the Start Date of continuous service; provided, however, that upon Employee's continuous service. Separation from Service (as defined below, and including for this purpose death or Disability), the vesting of the RSUs will be accelerated on Employee's Separation from Service date as if such RSUs were instead on a pro rata monthly vesting schedule from their grant date through the Separation from Service date. The RSUs will be governed by and subject to the terms and conditions set forth in the Company's 2014 Equity Incentive Plan or 2018 Inducement Plan and the applicable grant documents. View More
Equity. 5.1Options. 5.1 Options. The Company will recommend to its Compensation Committee of the Board that Employee be granted an option to purchase [##] shares 100,000 Ordinary Shares of the Company's Common Stock ("Option"). Cayman Parent (the "Option"). Grant of the Option is subject to the approval of the Compensation Committee. Parent Board. If granted, the Option shall vest over four years of Employee's continuous service with the Company, with twenty-five percent (25%) of the shares subject to t...he Option grant becoming vested on the first year anniversary of the Start Date, and the remaining shares becoming vested in equal monthly installments over the following thirty-six (36) months of Employee's continuous service. The exercise price of the Option, as well as all other matters related to the Option, will be governed by and subject to the terms and conditions set forth in the Company's 2014 Cayman Parent's 2019 Equity Incentive Plan or 2018 Inducement Plan, (the "Equity Plan"), and the stock option agreement Employee will be required to electronically accept. 5.2Restricted Stock Units. The Company will recommend to its Compensation Committee of the Board that Employee be granted [##] restricted stock units ("RSUs"). Grant of the RSUs is subject to the approval of the Compensation Committee. If granted, the RSUs shall vest over four years of Employee's continuous service with the Company, with twenty-five percent (25%) of the RSUs becoming vested on the first year anniversary of the Start Date, and the remaining RSUs becoming vested in equal annual installments over the following three anniversaries of the Start Date of Employee's continuous service. The RSUs will be governed by and subject to the terms and conditions set forth in the Company's 2014 Equity Incentive Plan or 2018 Inducement Plan and the applicable grant documents.View More
Equity. You will be granted, in connection with the initial public offering and subject to Board approval, an option to acquire 205,012 shares of the Company's common stock at an exercise price equal to the price at which the underwriters sell shares to the public in the offering. The option is contingent on the occurrence of the initial public offering, will be granted under the Company's 2020 Stock Incentive Plan (the "Plan"), and will be subject to the Plan and such terms and conditions as are set fo...rth in the applicable option agreement.View More
Equity. You will be granted, in connection with the initial public offering and subject to Board approval, an option options to acquire 205,012 an aggregate of 2,649,144 shares of the Company's common stock at an exercise price equal to the price at which the underwriters sell shares to the public in the offering. The option is contingent on the occurrence of the initial public offering, will be granted under the Company's 2020 Stock Incentive Plan (the "Plan"), and will be subject to the Plan and such ...terms and conditions as are set forth in the applicable option agreement. View More
Equity. Upon approval by the Board, Executive shall be granted an option to purchase 1,047,812 shares of the Company's common stock (the "Option Award") under and subject to the terms of the Company's 2014 Equity Incentive Plan, as amended (the "Plan"). The Option Award shall have an exercise price per share equal to the fair market value of the Company's common stock as of the date of grant, as determined in good faith by the Board. One-fourth (1/4th) of the shares subject to the Option Award shall ves...t on the first anniversary of the Effective Date and the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments thereafter, subject to Executive's Continuous Service (as defined in the Plan) as of each such vesting date. The Company, in its sole discretion, may award Executive additional equity grants pursuant to the Company's equity incentive plans from time to time in its sole discretion.View More
Equity. Upon approval by the Board, Executive shall be granted an option to purchase 1,047,812 500,000 shares of the Company's common stock (the "Option Award") under and subject to the terms of the Company's 2014 Equity Incentive Plan, as amended (the "Plan"). The Option Award shall have an exercise price per share equal to the fair market value of the Company's common stock as of the date of grant, as determined in good faith by the Board. One-fourth (1/4th) Board, and shall be immediately exercisable... in full. Nine twenty-fourths (9/24ths) of the shares subject to the Option Award shall vest on the first nine month anniversary of the Effective Date September 1, 2017 and the balance of the shares shall vest in a series of thirty-six (36) fifteen (15) successive equal monthly installments thereafter, subject to Executive's Continuous Service (as defined in the Plan) as of each such vesting date. The Company, in its sole discretion, may award Executive additional equity grants pursuant to the Company's equity incentive plans from time to time in its sole discretion. View More
Equity. On or as soon as practicable following the Effective Date, as an inducement to enter into this Agreement, the Company will grant Executive an option (the "Stock Option") to purchase 1,650,000 shares of the Company's common stock with a per-share exercise price equal to the fair market value of a share of the Company's common stock on the date of grant, as determined by the Board. 1/4 of the shares underlying the Stock Option will vest and become exercisable on the one-year anniversary of the gra...nt date, and 1/48th of the shares underlying the Stock Option will vest and become exercisable on a monthly basis thereafter, such that 100% of the shares underlying the Stock Option shall be vested and exercisable as of the four-year anniversary of the grant date, in each case so long as Executive remains employed by the Company through each applicable vesting date. The Stock Option will be subject to terms and conditions consistent with those provided in the Company's 2014 Equity Incentive Plan, and will be governed in all respects by the terms of the stock option agreement to be entered into between Executive and the Company. Further details regarding the Stock Option will be provided to Executive upon approval of such grant by the Board.View More
Equity. On or as soon as practicable following the Effective Date, as an inducement to enter into this Agreement, the Company will grant Executive an option (the "Stock Option") to purchase 1,650,000 200,000 shares of the Company's common stock with a per-share exercise price equal to the fair market value of a share of the Company's common stock on the date of grant, as determined by the Board. 1/4 Board or the compensation committee thereof. 1/4th of the shares underlying the Stock Option will vest an...d become exercisable on the one-year anniversary of the grant date, and 1/48th of the shares underlying the Stock Option will vest and become exercisable on a monthly basis thereafter, such that 100% of the shares underlying the Stock Option shall be vested and exercisable as of the four-year anniversary of the grant date, in each case so long as Executive remains employed by the Company through each applicable vesting date. The Stock Option will be subject to terms and conditions consistent with those provided in the Company's 2014 Equity Incentive Plan, and will be governed in all respects by the terms of the stock option agreement to be entered into between Executive and the Company. Further details regarding the Stock Option will be provided to Executive upon approval of such grant by the Board. In addition, on or as soon as practicable following the Effective Date, as an inducement to enter into this Agreement, the Company will grant Executive a restricted stock unit (the "RSU") representing the opportunity to receive an aggregate of 75,000 shares of the Company's common stock. The shares underlying the RSU will vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, in each case so long as Executive remains employed by the Company through the applicable vesting date. The RSU will be subject to terms and conditions consistent with those provided in the Company's 2014 Equity Incentive Plan, and will be governed in all respects by the terms of the restricted stock unit agreement to be entered into between Executive and the Company. Further details regarding the RSU will be provided to Executive upon approval of such grant by the Board. View More
Equity. The Parties agree that for purposes of determining the number of shares of the Company's common stock that Employee is entitled to purchase from the Company, pursuant to the exercise of the outstanding Options, or that Employee has vested in pursuant to the RSU Awards, Employee will be considered to have vested only up to the Termination Date, including, if applicable, in accordance with the Severance Acceleration , and no more, except that the PSU Award will remain eligible to vest to the exten...t provided under, and in accordance with, the terms of the applicable Stock Agreements under which it was granted (which terms, for the avoidance of doubt, include the execution and effectiveness of this Agreement). Employee acknowledges that as of the Termination Date and after the application of the Severance Acceleration, Employee will have vested in the number of shares subject to the Options and the RSU Awards as listed on Exhibit A hereto and no more, provided that, as noted above, the PSU Award will remain eligible to vest to the extent provided under, and in accordance with, the terms of the applicable Stock Agreements under which it was granted. Employee acknowledges that, as noted in Exhibit A, if the Severance Acceleration does not become effective (due to this Agreement not timely becoming effective and irrevocable), the number of shares subject to the Options that will have vested as of the actual Termination Date and the number of shares subject to the RSU Awards that will have vested as of the actual Termination Date may differ from the numbers shown on Exhibit A. Except as provided herein, the exercise of Employee's vested Options, the shares purchased thereunder and Employee's RSU Awards shall continue to be governed by the terms and conditions of the applicable Stock Agreements.View More
Equity. The Parties agree that for purposes of determining the number of shares of the Company's common stock that Employee is entitled to purchase from the Company, pursuant to the exercise of the outstanding Options, or that Employee has vested in pursuant to the RSU Awards, Employee will be considered to have vested only up to the Termination Date, including, if applicable, in accordance with the Severance Acceleration , and no more, except that the PSU Award will remain eligible to vest to the exten...t provided under, and in accordance with, the terms of the applicable Stock Agreements under which it was granted (which terms, for the avoidance of doubt, include the execution and effectiveness of this Agreement). more. Employee acknowledges that as of the Termination Date and after the application of the Severance Acceleration, Date, Employee will have vested in the number of shares subject to the Options and the RSU Awards as listed on Exhibit A hereto and no more, provided that, as noted above, the PSU Award will remain eligible to vest to the extent provided under, and in accordance with, the terms of the applicable Stock Agreements under which it was granted. more. Employee acknowledges that, as noted in Exhibit A, if the Severance Acceleration Employee does not become effective (due continue to this Agreement not timely becoming effective and irrevocable), provide service through the Planned Termination Date, the number of shares subject to the Options that will have vested as of the actual Termination Date and the number of shares subject to the RSU Awards that will have vested as of the actual Termination Date may differ from the numbers shown on Exhibit A. Employee acknowledges that he will not vest in any performance-based RSUs. Except as provided herein, the exercise of Employee's vested Options, the shares purchased thereunder thereunder, and Employee's RSU Awards shall continue to be governed by the terms and conditions of the applicable Stock Agreements. View More
Equity. (a) The Company will grant you an option (the "Option") to purchase 1,169,545 shares of the Company's common stock, at a per share exercise price equal to the Fair Market Value (as defined in the Company's 2011 Employee, Director and Consultant Equity Incentive Plan (the "2011 Plan")) of the Company's common stock on the date of grant. The Option will vest over a four (4) year period, with one quarter (1/4) of the shares subject to the Option vesting on the one (1) year anniversary of the date o...f grant, and the remaining shares vesting on a quarterly basis over the following three (3) years of continuous service, provided that you are providing services to the Company as an employee or consultant on such vesting dates (no vesting will occur following the termination of employment or consulting services). The Option will be, to the 2 maximum extent permissible, treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code. The Option will be formally granted by the Board and will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company's standard form of stock option agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the stock option agreement or the Plan. (b) The Company will grant you a performance stock unit (the "PSU") in the Company equal to 1,106,058 shares of the Company's common stock. The PSU will provide for the issuance of: (i) 250,000 shares subject to the PSU upon completion of enrollment in Stage 1 of the STEP-1 Clinical Trial in the U.S.; (ii) 428,029 of the shares subject to the PSU upon receipt of approval from the U.S. Food and Drug Administration (the "FDA") to continue enrollment in the STEP-1 Clinical Trial after a successful Stage 1 safety review with the FDA; and (iii) 428,029 of the shares subject to the PSU upon attainment of $5,000,000 in cumulative amounts received from any of the following sources: (1) revenue measured in accordance with generally accepted accounting principles in the U.S.; (2) distributions to the Company from a joint venture to be formed with Apollo Sugar; and/or (3) transfer fee income from a joint venture to be formed with Apollo Sugar, provided that, in each case, you are providing services to the Company as an employee or consultant on such issuance date (no issuance will occur following the termination of employment or consulting services). If the PSU has not vested prior to 1 January, 2023 then the PSU will lapse on that date. The PSU will be formally granted by the Board and will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company's standard form of restricted stock unit agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the restricted stock unit agreement or the Plan. The PSU is intended to replace your current PSU for 250,000 shares (the "Existing PSU"). For the avoidance of doubt, the restricted stock unit agreement for the new PSU shall cancel the Existing PSU. (c) As described in the applicable stock option or restricted stock unit agreement(s) and subject to the terms and conditions thereof, if there is a Change of Control (as defined in each such agreement) involving the Company, then one hundred percent (100%) of all of your unvested options and performance stock units will vest and become immediately exercisable as of the consummation of the Change of Control. The parties acknowledge and agree that to the extent that this Section 6(c) conflicts with any term of an option agreement or grant document listed above (including but not limited to any term of such option agreement or grant document that permits or requires that a termination without "Cause" or as a result of a "Good Reason" occur following a Change of Control in order for unvested options to become vested and fully exercisable) then the terms of this Section 6(c) will govern.View More
Equity. (a) The Company will grant you an option (the "Option") to purchase 1,169,545 385,226 shares of the Company's common stock, at a per share exercise price equal to the Fair Market Value (as defined in the Company's 2011 Employee, Director and Consultant Equity Incentive Plan (the "2011 Plan")) of the Company's common stock on the date of grant. The Option will vest over a four (4) year period, with one quarter (1/4) of the shares subject to the Option vesting on the one (1) year anniversary of th...e date of grant, and the remaining shares vesting on a quarterly basis over the following three (3) years of continuous service, provided that you are providing services to the Company as an employee or consultant on such vesting dates (no vesting will occur following the termination of employment or consulting services). The Option will be, to the 2 maximum extent permissible, treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code. The Option will be formally granted approved by the Board of Directors and will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company's standard form of stock option agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the stock option agreement or the Plan. 2 (b) The Company will grant you a performance stock unit (the "PSU") in the Company equal to 1,106,058 shares of the Company's common stock. The PSU will provide for the issuance of: (i) 250,000 shares subject to the PSU upon completion of enrollment in Stage 1 of the STEP-1 Clinical Trial in the U.S.; (ii) 428,029 of the shares subject to the PSU upon receipt of approval from the U.S. Food and Drug Administration (the "FDA") to continue enrollment in the STEP-1 Clinical Trial after a successful Stage 1 safety review with the FDA; and (iii) 428,029 of the shares subject to the PSU upon attainment of $5,000,000 in cumulative amounts received from any of the following sources: (1) revenue measured in accordance with generally accepted accounting principles in the U.S.; (2) distributions to the Company from a joint venture to be formed with Apollo Sugar; and/or (3) transfer fee income from a joint venture to be formed with Apollo Sugar, provided that, in each case, you are providing services to the Company as an employee or consultant on such issuance date (no issuance will occur following the termination of employment or consulting services). If the PSU has not vested prior to 1 January, 2023 then the PSU will lapse on that date. The PSU will be formally granted by the Board and will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company's standard form of restricted stock unit agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the restricted stock unit agreement or the Plan. The PSU is intended to replace your current PSU for 250,000 shares (the "Existing PSU"). For the avoidance of doubt, the restricted stock unit agreement for the new PSU shall cancel the Existing PSU. (c) As described in the applicable stock option or restricted stock unit agreement(s) agreement and subject to the terms and conditions thereof, if there is a Change of Control (as defined in each such agreement) involving the Company, then one hundred percent (100%) of all of your unvested options and performance stock units will vest and become immediately exercisable as of the consummation of the Change of Control. The parties acknowledge and agree that to the extent that this Section 6(c) 6(b) conflicts with any term of an option agreement or grant document listed above (including but not limited to any term of such option agreement or grant document that permits or requires that a termination without "Cause" or as a result of a "Good Reason" occur following a Change of Control in order for unvested options to become vested and fully exercisable) then the terms of this Section 6(c) 6(b) will govern. View More
Equity. Subject to the approval of the Company's Board of Directors (the "Board"), at such times as the Company issues and sells shares of its capital stock for capital raising purposes, it shall grant to you, either a restricted stock award for a number of shares of the Company's common stock (the "Restricted Shares") or stock options to purchase a number of shares of the Company's common stock (the "Options"), which number when added to the shares of common stock then held by you or then issuable upon... exercise of Options then held by you, totals three percent (3%) of the Company's fully diluted capitalization (reflecting then outstanding capital stock and all issued and outstanding stock options) following such issuance and sale; provided, however, that the Company shall have no obligation to grant to you Restricted Shares or Options hereunder: (i) following such time as the Company has issued and sold securities having an aggregate purchase price of $30,000,000 since its incorporation or (ii) with respect to any securities issued and sold that generate proceeds in excess of such $30,000,000. Each grant of Restricted Shares and/or Options, if any, will vest as to 25% of the underlying shares on the first anniversary of the Start Date and will vest as to the balance in equal quarterly installments of 6.25% thereafter until the fourth anniversary of the Start Date and will otherwise be subject to the terms and conditions of a restricted stock agreement, stock option agreement, and/or stock plan of the Company (the "Grant Documents"). In connection with each grant provided for above, you shall be entitled to elect to receive such grant in Restricted Shares or Options, provided that any grant of Restricted Shares shall be subject to the payment by you to the Company in such manner as may be agreed by you and the Company of an amount equal to the purchase price of the Restricted Shares or the Company's withholding obligation with respect to federal, state, local and other taxes in respect of the Restricted Shares, as may be determined by the Company in its discretion; and provided further that any Options granted hereunder shall have an exercise price per share equal to the fair market value of the Company's common stock at the time of grant as determined by the Board. In addition, provided you remain employed by the Company through the applicable grant date, you may be entitled to additional option grants and/or awards of additional restricted shares (the "Additional Grants") that the Board may elect to grant in its sole discretion.View More
Equity. a. Equity Grants. Subject to the approval of the Board, i. you shall receive a restricted stock award for 2,812,500 shares of the Company's Board common stock (the "Initial Shares"). The issuance of Directors (the "Board"), such Initial Shares shall be subject to the payment by you to the Company in such manner as may be agreed by you and the Company of an amount equal to the Company's withholding obligation with respect to federal, state, local and other taxes in respect of the Initial Shares. ...The number of Initial Shares that are vested at any particular time shall be equal to the Applicable Percentage at such time multiplied by the number of Qualifying Shares at such time. For this purpose, (a) the "Applicable Percentage" shall equal 0% prior to the first anniversary of the Start Date, 25% on the first anniversary of the Start Date, and an additional 6.25% for each completed quarter thereafter until the fourth anniversary of the Start Date, and (b) "Qualifying Shares" shall mean a number of shares, up to a maximum of the total number of Initial Shares, equal to 6.25% of the Company's fully diluted capitalization (reflecting then outstanding capital stock and stock options) at a particular time; and ii. additionally, at such times as the Company issues and sells shares of its capital stock for capital raising purposes, it shall grant to you, you (at your option) either a restricted stock award for a number of shares of the Company's common stock (the "Restricted Shares") or stock options to purchase a number of shares of the Company's common stock (the "Options"), which number when added to the shares of common stock then held by you you, or then issuable upon exercise of Options then held by you, totals three percent (3%) 6.25% of the Company's fully diluted capitalization (reflecting then outstanding capital stock and all issued and outstanding stock options) following such issuance and sale; provided, however, that the Company shall have no obligation to grant to you Restricted Shares or Options hereunder: (i) following such time as the Company has issued and sold equity securities having an aggregate purchase price of $30,000,000 since its incorporation $50,000,000 or (ii) with respect to any equity securities issued and sold that generate proceeds in excess of such $30,000,000. Each grant of $50,000,000. The Restricted Shares and/or Options, if any, Options will vest as to 25% of the underlying shares on the first anniversary of the Start Date and will vest as to the balance in equal quarterly installments of 6.25% thereafter until the fourth anniversary of the Start Date and Date. Any such grant will otherwise be subject to the terms and conditions of a restricted stock agreement, stock option agreement, and/or stock plan of the Company (the "Grant Documents"). In connection with each grant provided for above, above (other than the grant of the Initial Shares), you shall be entitled to elect to receive such grant in Restricted Shares or Options, provided that any grant of Restricted Shares shall be subject to the payment by you to the Company in such manner as may be agreed by you and the Company of an amount equal to the purchase price of the Restricted Shares or the Company's withholding obligation with respect to federal, state, local and other taxes in respect of the Restricted Shares, as may be determined by the Company in its discretion; and provided further that any Options granted hereunder shall have an a purchase price per share or exercise price per share equal to the fair market value of the Company's common stock at the time of grant as determined by the Board. In addition, provided you remain employed by the Company through the applicable grant date, you may be entitled to additional option grants and/or awards of additional restricted shares (the "Additional Grants") that the Board may elect to grant in its sole discretion. b. Right to Purchase Additional Shares. At the time of the first issuance and sale of shares of a series of preferred stock of the Company after the Start Date (the "Series A Financing"), provided that you are then an employee of the Company, you shall have the right to purchase up to two hundred thousand (200,000) shares of the preferred stock issued and sold in the Series A Financing for a purchase price equal to the price at which such shares are issued and 2 sold in the Series A Financing, provided that you exercise such right on or prior to the first closing of the Series A Financing and execute and deliver to the Company the purchase documents executed and delivered by other purchasers in the Series A Financing. Alternately, upon the mutual agreement of you and the Company, you may invest up to $200,000 in a SAFE issued by the Company on substantially the same terms as the Company's outstanding SAFEs. View More
Equity. Subject to the approval of the Company's Board of Directors of the Company (the "Board"), and in consideration of your agreement in Section 7 below to adhere to the non-competition provisions set forth in the Non-Competition Agreement (as defined below) the Company shall grant to you a stock option (the "Initial Option") under the Company's 2018 Stock Incentive Plan (the "Plan") for the purchase of an aggregate of 326,470 shares of common stock of the Company. Further, subject to the approval of... the Board, and in further consideration of your agreement in Section 7 below to adhere to the non-competition provisions set forth in the Non-Competition Agreement, at such times as the Company issues and sells shares of its capital stock for capital raising purposes, it shall grant to you, either a restricted stock award for a number of shares of the Company's common stock (the "Restricted Shares") or you additional stock options (the "Additional Options" and together with the Initial Option, "Options") to purchase a number of shares of the Company's common stock (the "Options"), stock, which number when added to the shares of common stock then held by you or then issuable upon exercise of Options then held by you, totals three percent (3%) 0.75% of the Company's fully diluted capitalization (reflecting then outstanding capital stock and all issued and outstanding stock options) following such issuance and sale; provided, however, that the Company shall have no obligation to grant to you Restricted Shares or Additional Options hereunder: (i) following such time as the Company has issued and sold securities having an aggregate purchase price of $30,000,000 since its incorporation or (ii) with respect to any securities issued and sold that generate proceeds in excess of such $30,000,000. Each grant of Restricted Shares and/or Options, if any, Options will vest as to 25% of the underlying shares on the first anniversary of the Start Date and will vest as to the balance in equal quarterly installments of 6.25% thereafter until the fourth anniversary of the Start Date and will otherwise be subject to the all terms and conditions of other provisions set forth in the Plan and in a restricted stock agreement, stock separate option agreement, and/or stock plan of the Company (the "Grant Documents"). In connection with each grant provided for above, you shall be entitled to elect to receive such grant in Restricted Shares or Options, provided that any grant of Restricted Shares shall be subject to the payment by you to the Company in such manner as may be agreed by you and the Company of an amount equal to the purchase price of the Restricted Shares or the Company's withholding obligation with respect to federal, state, local and other taxes in respect of the Restricted Shares, as may be determined by the Company in its discretion; and provided further that any agreement. Any Options granted hereunder shall have an exercise price per share equal to the fair market value of the Company's common stock at the time of grant as determined by the Board. In addition, provided you remain employed by the Company through the applicable grant date, you may be entitled to additional option grants and/or awards of additional restricted shares (the "Additional Grants") that the Board may elect to grant in its sole discretion. View More
Equity. Subject to the approval of the Board of Directors of the Company, and in consideration of your agreement in Section 8 to adhere to the non-competition provisions set forth in the Non-Competition Agreement (as defined below), the Company may grant to you an option (the "Option") for the purchase of an aggregate of 326,470 shares of common stock of the Company at a price per share equal to the fair market value at the time of Board approval. The Option shall be subject to the terms of the Company'...s 2018 Stock Incentive Plan (the "Plan") and other provisions set forth in a separate option agreement.View More
Equity. Subject to the approval of the Board of Directors of the Company, and in consideration of your agreement in Section 8 to adhere to the non-competition provisions set forth in the Non-Competition Agreement (as defined below), the Company may grant to you an option (the "Option") for the purchase of an aggregate of 326,470 261,176 shares of common stock of the Company at a price per share equal to the fair market value at the time of Board approval. The Option shall be subject to the terms of the ...Company's 2018 Stock Incentive Plan (the "Plan") and other provisions set forth in a separate option agreement. View More
Equity. 5.1 Subject to approval by the Board, and pursuant to the Company's equity plan (the "Plan"), the Company shall grant Executive an award of options to purchase 600,000 shares of the Company's common stock, at an exercise price equal to the stock's fair market value per share on the date of grant (the "Option").
Equity. 5.1 Subject to approval by the Board, and pursuant to the Company's equity plan (the "Plan"), the Company shall grant Executive an award of options to purchase 600,000 320,000 shares of the Company's common stock, at an exercise price equal to the stock's fair market value per share on the date of grant (the "Option"). 5.2 Subject to approval by the Board, and pursuant to the Plan, the Company shall grant Executive an award of 80,000 restricted stock units ("RSUs").
Equity. The Parties acknowledge and agree that Executive is party to award agreements (the "Award Agreements") pursuant to the terms of the Company's 2006 Performance Incentive Plan (the "2006 Plan") and the 2014 Performance Incentive Plan (together with the 2006 Plan, the "Plans") under which she has been granted (i) stock options to purchase shares of common stock of the Company (the "Options"), (ii) time-vesting employee restricted stock units (the "RSUs"), (iii) time-vesting director restricted stoc...k units ("DSUs"), (iv) restricted stock units with a three-year performance period (the "PSUs") and (v) restricted stock awards (the "RSAs"). All Options, RSUs, DSUs, PSUs (and the dividend equivalents credited thereon) and RSAs held by Executive as of the date hereof are set forth on Exhibit A attached hereto. In further consideration of the terms, representations, and releases in this Agreement, and subject to Executive's compliance with Section 7 of the Prior Agreement, the Company agrees that: a. all Options held by Executive as of the Separation Date shall remain exercisable for the remainder of the applicable ten-year term (disregarding any termination of employment that would otherwise reduce the applicable ten-year term). b. all RSUs and DSUs shall vest upon the Separation Date and shall be settled in shares of common stock of the Company equal to the number of RSUs and DSUs subject to such awards as soon as administratively practicable following the Separation Date (but in all events no later than thirty (30) days following the Separation Date), subject to Section 6 of this Agreement. 2 c. the PSUs shall vest as follows: (i) the PSUs granted to Executive in 2014 and 2015 (and dividend equivalents credited thereon) shall vest upon the Separation Date based upon the achievement of target performance goals and (ii) the PSUs granted to Executive in 2016 (and dividend equivalents credited thereon) shall remain outstanding pending the determination by the Compensation Committee as to whether the Company has attained the pre-established performance goals (the "Committee Determination") for the performance period ending December 31, 2018, and shall vest (if at all) based upon the achievement of such goals. Any PSUs that vest in accordance with clause (i) above shall be settled in shares of common stock of the Company as soon as administratively practicable following the Separation Date (but in all events no later than thirty (30) days following the Separation Date). Any PSUs that vest in accordance with clause (ii) above shall be settled in shares of common stock of the Company as soon as administratively practicable following the Committee Determination (and in all events no later than March 15, 2019). d. all RSAs shall vest and become nonforfeitable upon expiration of the revocation period of the ADEA release as set forth in Section 5 herein. However, neither the RSAs, nor any interest therein or amount or shares payable in respect thereof (other than RSAs withheld to satisfy tax withholding obligations or transaction costs or dividends paid in respect of the RSAs) may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, until December 31, 2018.View More
Equity. The Parties acknowledge and agree that Executive is party to award agreements (the "Award Agreements") pursuant to the terms of the Company's 2006 Performance Incentive Plan (the "2006 Plan") and the 2014 Performance Incentive Plan (together with the 2006 Plan, the "Plans") under which she he has been granted (i) stock options to purchase shares of common stock of the Company (the "Options"), (ii) time-vesting employee restricted stock units (the "RSUs"), "RSUs") and (iii) time-vesting director ...restricted stock units ("DSUs"), (iv) performance-vesting restricted stock units with a three-year performance period (the "PSUs") "3-Year PSUs") and (v) performance-vesting restricted stock awards units with a one-year performance period (the "RSAs"). "1-Year PSUs", and together with the 3-Year PSUs, the 2 "PSUs"). All Options, RSUs, DSUs, RSUs and PSUs (and the dividend equivalents credited thereon) and RSAs held by Executive as of the date hereof are set forth on Exhibit A attached hereto. In further consideration of the terms, representations, and releases in this Agreement, and subject to Executive's compliance with Section 7 9 of the Prior Agreement, the Company agrees that: a. all outstanding Options held by Executive as of the Separation Date shall remain vest and become exercisable for upon the Separation Date to the extent not already vested and exercisable, and Executive shall be entitled to exercise all such Options during the remainder of the applicable ten-year term (disregarding any termination of employment that would otherwise reduce the applicable ten-year term). term); b. as set forth on Exhibit A attached hereto on page A-3 thereof, all RSUs and DSUs shall vest upon the Separation Date and shall be settled in shares of common stock of the Company equal to the number of RSUs and DSUs subject to such awards as soon as administratively practicable on the date which is six (6) months following the Separation Date (but in all events no later than thirty (30) days following (or the Separation Date), subject to Section 6 date of this Agreement. 2 Executive's death, if earlier); and c. the PSUs shall vest (if at all) as follows: (i) the 3-Year PSUs granted to Executive in 2014 and 2015 (and dividend equivalents credited thereon) shall vest upon the Separation Date based upon the achievement of target performance goals and (ii) the PSUs granted to Executive in 2016 (and dividend equivalents credited thereon) shall remain outstanding pending the determination by the Compensation Committee as to whether the Company has attained the pre-established performance goals (the "Committee Determination") for the performance period ending December 31, 2018, 2016, and shall vest (if at all) based upon the achievement of such goals. goals; (ii) the 1-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2015, and shall vest (if at all) based upon achievement of such goals; and (iii) the 3-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2017, and a pro rata portion shall vest (if at all) based upon the achievement of such goals, with such pro rata portion based on the number of full months in the performance period through December 31, 2016 as compared to the total number of months in the performance period. Any PSUs that vest in accordance with clause (i) above shall be settled in shares of common stock of the Company as soon as administratively practicable following the Separation Date (but in all events no later than thirty (30) days following the Separation Date). Any PSUs that vest in accordance with clause (ii) above foregoing shall be settled in shares of common stock of the Company as soon as administratively practicable following the Committee Determination (and in all events no later than March 15, 2019). d. all RSAs shall vest and become nonforfeitable upon expiration 15 following the end of the revocation period of the ADEA release as set forth in Section 5 herein. However, neither the RSAs, nor any interest therein or amount or shares payable in respect thereof (other than RSAs withheld to satisfy tax withholding obligations or transaction costs or dividends paid in respect of the RSAs) may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, until December 31, 2018. applicable performance period). View More
