Equity Compensation Contract Clauses (378)

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No Discretion. No person will have any discretion to select which Outside Directors will b...e granted Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award of Restricted Stock Units (an "Initial Award"). The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd of the Restricted Stock Units subject to the Initial Award on each of the first three anniversaries of the applicable Outside Director's Initial Start Date, subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director automatically will be granted an Award of Restricted Stock Units (an "Annual Award") that will have a Value of $170,000 (with the number of Shares subject to the Annual Award rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). The Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) the first anniversary of the date the Annual Award is granted or (b) the day prior to the date of the Annual Meeting next following the date the Annual Award was granted, subject to the Outside Director remaining a Service Provider through such vesting date. 3.4 Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 Each Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. View More

Equity Compensation. Upon execution of this Agreement, Executive shall be granted and issued 10,000 restricted shares of Parent common stock pursuant to the 2019 HireQuest, Inc. Equity Incentive Plan, or any successor plan, subject to the terms and conditions of the plan, which shall vest and become unrestricted according to the following schedule: 50% on the second anniversary of the Effective Date of this Agreement, and 6.25% per fiscal quarter for each of the first eight fiscal quarters occurring thereafter, prov...ided, however, that this vesting schedule is subject to vesting upon termination of Executive's employment as set forth in Section 7. View More

Equity Compensation. The Company will grant to the Executive on the date hereof (the "Grant Date") equity compensation awards under the 2018 Equity Incentive Plan 2. 177505654 v5 (as amended, the "Plan") for shares of the Company's common stock ("Common Stock") as follows: (a) TIME-VESTING AWARDS. (i) a stock option to purchase 200,000 shares of Common Stock on the Grant Date, and (ii) restricted stock units for 100,000 shares of Common Stock on the Grant Date, each of which will vest and become exercisable or payab...le, respectively, with respect to 1/4 of the shares on the first anniversary of the Grant Date and with respect to an additional 1/12 of the shares on each quarterly anniversary of the Grant Date thereafter, subject to the Executive's continued employment with the Company through each such date. In addition, the vesting of the time-vesting awards above, and any future stock options, restricted stock units or other equity compensation awards granted to the Executive, shall be accelerated and become fully vested and exercisable or payable, respectively, immediately prior to a Corporate Transaction (as defined in the 2018 Equity Incentive Plan). The Company undertakes to review in good faith the equity compensation of Executive within 120 days from the Effective Date hereof, which review shall not result in a diminution in existing equity awards. (c)ANNUAL AWARDS. Each year, the Executive will be eligible for annual awards of stock options and or restricted stock units as determined by the Board. Nothing herein shall be construed as an obligation to grant such awards, which shall be subject to the sole discretion of the Board. (d)TAX WITHHOLDING. At Executive's request, the Company will withhold from the shares of Common Stock otherwise payable to Executive with respect to vested portions of the Time-Vesting Shares the number of whole shares of Common Stock required to satisfy the applicable tax withholding obligation, the number of shares so withheld to be determined by the Company based on the fair market value of the Common Stock on the date the Company is required to withhold. View More

Equity Compensation. (a) Initial Stock Option Grants. As soon as practicable following the closing of the Company's initial public offering of stock, Executive will be granted a stock option to purchase Two Hundred Seventy Two Thousand (272,000) shares of Company common stock, pursuant to the Company's option agreement under the Company's 2021 Stock Incentive Plan or a successor thereto (the "Plan"). The option shall vest and become exercisable in 36 equal monthly installments commencing on the first day of the mont...h following the issuance date, subject to Executive's continued employment through each such vesting date. 2 (b) Equity Grants. In its sole discretion, the Board may grant to Executive from time to time stock options to purchase shares of Company common stock or such other equity awards as it may determine. View More

Equity Compensation. The options described in this Policy will be granted under the Plan and will be subject to the terms and conditions of (i) this Policy, (ii) the Plan and (iii) the form of Option Agreement approved by the Board for the grant of options to Non-Employee Directors under the Plan. (a) Initial Grants. Each person who first becomes a Non-Employee Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy, automatically will be granted a Nonstatu...tory Stock Option to purchase 70,000 shares of Common Stock (an "Initial Option") on the date of his or her initial election or appointment to be a Non-Employee Director. (b) Annual Grants. On the date of each annual meeting of the Company's stockholders, each person who is then a Non-Employee Director and will be continuing as a Non-Employee Director following the date of such annual meeting (other than any Non-Employee Director receiving an Initial Option on the date of such annual meeting) automatically will be granted a Nonstatutory Stock Option to purchase 45,000 shares of Common Stock (an "Annual Option"). (c) Terms of Options. (i)Exercise Price. The exercise price of each Initial Option and Annual Option will be equal to 100% of the Fair Market Value of the Common Stock subject to such option (as determined in accordance with the Plan) on the date such option is granted. (ii) Vesting. Each Initial Option and Annual Option will vest and become exercisable as follows: (A) Each Initial Option will vest and become exercisable in equal annual installments on each of the first three anniversaries of the date of grant of such option, provided that the Non-Employee Director has not had a Termination of Service prior to each such date; provided, however, that the vesting shall accelerate, and the Initial Option shall become fully vested and exercisable, upon the consummation of a Change in Control. (B)Each Annual Option will vest and become exercisable on the earlier of (i) the date of the next annual meeting of the Company's stockholders (the "Next Annual Meeting"), or (ii) the first anniversary of the date of grant of such option, provided that the Non-Employee Director has not had a Termination of Service prior to such date; provided, however, that the vesting shall accelerate, and each Annual Option shall become fully vested and exercisable, upon the consummation of a Change in Control. 2 179018670 v6 EX-10.5 6 advm-ex105_266.htm EX-10.5 advm-ex105_266.htm Exhibit 10.5 Adverum Biotechnologies, Inc. Non-Employee Director Compensation Policy Adopted by the Compensation Committee: October 18, 2019 Each member of the board of directors (the "Board") of Adverum Biotechnologies, Inc. (the "Company") who is a Non-Employee Director (as defined in the Adverum Biotechnologies, Inc. 2014 Equity Incentive Award Plan (the "Plan")) will be eligible to receive cash and equity compensation as set forth in this Adverum Biotechnologies, Inc. Non-Employee Director Compensation Policy (this "Policy"). The cash and equity compensation described in this Policy will be paid or granted, as applicable, automatically and without further action of the Board to each Non-Employee Director who is eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company prior to the time period for which compensation is paid. This Policy, as adopted on October 18, 2019, will become effective immediately and will remain in effect until it is revised or rescinded by further action of the Board or the Compensation Committee of the Board. Capitalized terms not explicitly defined in this Policy but defined in the Plan will have the same definitions as in the Plan. View More

Equity Compensation. a. Time-Based New Hire RSU Grant. TTEC Parent granted to Executive restricted stock units ("RSUs") with a market value of $500,000, based on TTEC Parent's stock fair market value at the time of the grant, subject to the approval of the Compensation Committee of the Board ("New Hire RSUs"). The New Hire RSUs shall vest in accordance with the terms and conditions set forth in the Restricted Stock Unit Agreement, attached hereto as Exhibit A and incorporated herein by reference. The New Hire RSUs s...hall vest in installments, with 40% of the grant vesting on the 2nd anniversary of the Start Date, and 20% each vesting on the 3rd, 4th, and 5th anniversaries of the Start Date, provided that Executive continues to be employed by the business on each of the vesting dates. Annual Equity Grants. TTEC Parent's employees at Executive's level participate in TTEC Parent's annual Equity Grant program, designed to provide long term incentives for senior executives in the form of RSUs. Executive will become eligible for the annual Equity Grant program beginning in 2018, with an Annual Equity Grant opportunity of up to $350,000. Annual Equity Grants are discretionary and not guaranteed and they are based on TTEC Parent's and Executive's performance against targets, as set by the Board. If granted, under the current program the RSUs would vest in equal increments over a four-year period commencing on the anniversary date of the grant. The Company reserves the right to change the terms of the equity grants in its discretion, provided, however, that Executive will be entitled to the equity terms that are available to other executives at his level in the organization. The Annual Equity Grant to be made in 2018 would reflect Executive's performance for 2017 and would be issued pro rata to the Executive's tenure with the Company during 2017. Every year thereafter, the Executive's Annual Equity Grant would be made pursuant the Company's Equity Grant program in a manner consistent with other similarly situated executives of the Company. View More

Equity Compensation. Initial Grant. As of the close of business on the date of the Executive's first day of employment with the Company or promptly thereafter, the Company's Compensation Committee shall grant Executive stock options (the "Initial Option") to purchase up to 350,000 shares of the Company's common stock which shall vest over four years as follows: 25% of the shares shall vest on the first anniversary of the grant date and the balance shall vest in 36 equal monthly installments thereafter. The Initial O...ption will be granted pursuant to the Company's 2016 Equity Incentive Plan (the "Plan"), and will be subject to the terms and conditions of the Plan in effect as of the grant date and the related stock option agreements. The exercise price for the options shall be equal to the closing sales price of the Company's common stock as reported by NASDAQ on the date of grant of the options. Other Equity Compensation. Executive shall also be entitled to participate in any other equity incentive plans of the Company. All such other options or other equity awards will be made at the discretion of the Company's Compensation Committee of the Board of Directors pursuant and subject to the terms and conditions of the applicable equity incentive plan, including any provisions for repurchase thereof. The option exercise price or value of any equity award granted to Executive will be established by the Company's Board of Directors as of the date such interests are granted but shall not be less than the fair market value of the class of equity underlying such award. Except with respect to any restricted stock unit awards granted to Executive (the "RSUs") (the terms of which shall be governed by the applicable award agreements), within the period beginning three months before and ending twelve months following a Change in Control (as defined in the Company's 2016 Equity Incentive Plan (the "Plan")) the vesting of all stock options and other equity compensation awards (both time-based vesting and performance-based vesting at target level) granted to Executive shall accelerate in full in the event that the Executive's employment is terminated without Cause (as defined herein) or Executive resigns for Good Reason (as defined herein). Within the period beginning three months before and ending twelve months following a Change in Control (as defined in the Plan) all stock options shall remain exercisable until the earlier of (i) the expiration date set forth in the applicable stock option agreement or (ii) the expiration of one (1) year measured from the date that Executive's employment is terminated without Cause (as defined herein) or Executive resigns for Good Reason (as defined herein) and this provision shall supersede any provisions to the contrary contained in any of Executive's stock option agreements. For the purposes of this Agreement, "Good Reason" shall mean Executive's voluntary resignation following a Change in Control (as defined the Plan), for any of the following events that results in a material negative change to the Executive: (i) a reduction without Executive's prior written consent in either his level of Annual Salary or his target annual bonus as a percentage of Annual Salary; (ii) a relocation of Executive more than thirty (30) miles from the 2 Company's current corporate headquarters as of the date hereof, (iii) a material breach of any provision of this Agreement by the Company, (iv) the failure of the Company to have a successor entity specifically assume this Agreement, (v) a material negative change in authority, duties or responsibilities resulting from the Executive no longer being an executive officer of a publicly-traded company, and (vi) the Company's chief executive officer (immediately prior the Change in Control) no longer being the chief executive officer of the successor publicly-traded company. Notwithstanding the foregoing, the Executive shall be entitled to benefits described in this Section 4 due to a resignation resulting from (v) or (vi) of the preceding sentence only if such resignation occurs more than six months after the Change in Control. Notwithstanding the foregoing, "Good Reason" shall only be found to exist if prior to Executive's resignation for Good Reason, the Executive has provided, not more than 90 days following the initial occurrence thereof, written notice to the Company of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within 90 days following the receipt of such notice from Executive. Bonus Eligibility. Executive shall also be eligible to receive an annual target incentive bonus, additionally or in the alternative to the annual cash target incentive bonus described in Section 3B of this Agreement, in the form of stock or restricted stock unit awards as determined by the Compensation Committee. View More

Equity Compensation. The Executive shall be eligible for a target equity compensation award of not less than $1,800,000 (the "Target Equity Incentive"), in accordance with the terms and provisions of the Company's Equity Incentive Plan (the "Stock Plan"), which has been adopted by the Board and may from time to time be amended. The applicable provisions of the Company's Stock Plan or each equity award agreement executed by the Executive and the Company shall govern the treatment of the equity awards.

Equity Compensation. (a) Initial Stock Option Grants. Executive will be granted a stock option to purchase One Hundred and Thirty Six Thousand (136,000) shares of Company common stock, pursuant to the Company's option agreement under the Company's 2021 Stock Incentive Plan or a successor thereto (the "Plan"). The option shall vest and become exercisable in sixty (60) equal monthly installments commencing on the first day of the month following the issuance date, subject to Executive's continued employment through ea...ch such vesting date. (b) Equity Grants. In its sole discretion, the Board may grant to Executive from time-to-time stock options to purchase shares of Company common stock or such other equity awards as it may determine. 2 6. Executive Benefits. (a) Generally. During the Term of this Agreement, Executive shall be eligible to participate in all benefit and fringe benefit plans made available to other executive officers of the Company. Any such participation shall be subject to the terms and conditions of the applicable plan documents, applicable law, generally applicable Company policies, and the discretion of the Company, all as provided for in or contemplated by such plans. Subject to the terms of such plans and applicable law, the Company may alter, modify, add to or delete its employee benefit plans at any time, in its sole discretion, without recourse by Executive. (b) Vacation. Executive shall be entitled to four (4) weeks per year paid vacation time as provided in the Company's vacation policies and procedures as in effect from time to time. Executive may take accrued vacation at such time or times as are mutually agreed upon by Executive and the Company. All matters relating to vacation time, including but not limited to accrual, carryover and forfeiture of vacation time, shall be governed by, and Executive agrees to be bound by, the Company's policies and procedures regarding vacation time as in effect from time to time. View More

Equity Compensation. The options described in this Policy will be granted under the 2018 Plan and will be subject to the terms and conditions of (i) this Policy, (ii) the 2018 Plan and (iii) the forms of option grant notices and option agreements approved by the Board for the grant of options to Non-Employee Directors. (a) Initial Grants. Each individual who is elected or appointed for the first time after the Effective Date to be a Non-Employee Director automatically will be granted, on the date of such initial ele...ction or appointment, a nonstatutory stock option to purchase 25,000 shares of Common Stock (an "Initial Option Grant"); and each individual who is a Non-Employee Director on the Effective Date will receive an Initial Option Grant on the Effective Date. (b) Annual Grants. On the date of each annual meeting of the Company's stockholders after the Effective Date, each individual who is then a Non-Employee Director and will be continuing as a Non-Employee Director following the date of such annual meeting automatically will be granted a nonstatutory stock option to purchase 15,000 shares of Common Stock (an "Annual Option Grant"), provided that such individual has served as a Non-Employee Director for at least six (6) months prior to the date of such annual meeting. (c) Terms of Options. (i) Exercise Price. The exercise price of each Initial Option Grant and Annual Option Grant will be equal to 100% of the Fair Market Value of the Common Stock subject to the option on the date the option is granted. (ii) Vesting. Subject to Section 3 below, each Initial Option Grant and Annual Option Grant will vest and become exercisable as follows: (A) Each Initial Option Grant will vest and become exercisable as to 50% of the shares of Common Stock subject to the option on each of the first and second anniversaries of the date of grant, rounded down to the nearest whole share, provided that the Non-Employee Director is an Employee, director or Consultant of the Company or an Affiliate through such dates. (B) Each Annual Option Grant will vest and become exercisable on the first anniversary of the date of grant, provided that the Non-Employee Director is an Employee, director or Consultant of the Company or an Affiliate through such date. View More