Equity Compensation Contract Clauses (807)

Equity Compensation. Outside Directors will be eligible entitled 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 3(b) and 3.3 3(c) 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 (a) No Discretion. No person will have any discretion to select which... Outside Directors will be granted Annual Awards (as defined below) 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 Section 11 below). 3.2 (b) Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award of Restricted Stock Units Option (an "Initial Award"). Award") to purchase 158,000 Shares (which for clarity, will be adjusted pursuant to Section 8 for any reverse stock split to occur prior to the Effective Date in connection with the Company's initial public offering). 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 one thirty-sixth (1/36th) of the Restricted Stock Units Shares subject at grant to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 (c) 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 Option (the "Annual Award") that to purchase 79,000 Shares (which for clarity, will have a Value of $170,000 (with the number of Shares subject be adjusted pursuant to Section 8 for any reverse stock split to occur prior to the Annual Award rounded to Effective Date in connection with the nearest whole Share); Company's initial public offering), provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to before 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 twelve (12) month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded down to the nearest whole Share). The Annual Award will be scheduled to vest as to 100% one-twelfth (1/12th) of the Restricted Stock Units on the earlier of (a) the first anniversary of the date Shares subject at grant to the Annual Award on a monthly basis following the Annual Award's grant date on the same day of the month as such grant date (or the last day of the month, if there is granted no corresponding day in such month), or (b) if earlier, the day prior to before the date of the next Annual Meeting next following that occurs after the grant date of the Annual Award was granted, Award, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. 3.4 (d) 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 follows: (1) The term of each Initial Award and Annual Award will be granted under and ten (10) years, subject to earlier termination as provided in the terms Plan. (2) Each Initial Award and conditions Annual Award will have a per Share exercise price equal to one hundred percent (100%) of the Plan and Fair Market Value per Share on 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. grant date. View More

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... be granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 3.5.4 and 9 10 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units Options (an "Initial Award"). Award") to purchase 40,501 Shares. 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 one thirty‐sixth (1/36th) of the Restricted Stock Units Shares subject to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or on the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), 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 who has completed at least six (6) months of continuous service as an Outside Director as of the date of such Annual Meeting automatically will be granted an Award award of Restricted Stock Units (an Options to purchase 20,250 Shares (the "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). Award"). The Annual Award will be scheduled to vest as to 100% one‐twelfth (1/12th) of the Restricted Stock Units on the earlier of (a) the first anniversary of the date Shares subject to the Annual Award on a monthly basis following the Annual Award's grant date on the same day of the month as such grant date (or the last day of the month, if there is granted no corresponding day in such month), or (b) if earlier, the day prior to immediately before the date of the next Annual Meeting next following the date that occurs after the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. -2- 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 The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan. 3.4.2 The per Share exercise price of each Initial Award and Annual Award will be equal to one hundred percent (100%) of the Fair Market Value per Share on such Award's grant date. 3.4.3 Each Policy Initial Award and Annual 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), Committee, as applicable, for use thereunder. 3.4.2 3.4.4 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Initial Awards to be and Annual Awards granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 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Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 Section 2 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 (a) No... Discretion. No person will have any discretion to select which Outside Directors will be granted any 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 Awards. (b) Initial Awards. Award. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units restricted stock units (an "Initial Award"). The Award") covering a number of Shares having a grant date of fair value (determined in accordance with U.S. generally accepted accounting principles) (the "Grant Value") equal to $337,500, rounded to the nearest whole Share. The Initial Award will be made on the first Trading Day trading date 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 a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an Initial Award. Each -2- Subject to Section 3 of this Policy, each Initial Award will be scheduled to vest as to 1/3rd 1/12th of the Restricted Stock Units Shares subject to the Initial Award beginning on each of the first three anniversaries of Quarterly Vesting Date occurring after the date the applicable Outside Director's service as an Outside Director commenced and each Quarterly Vesting Date thereafter, until the Initial Start Date, Award is fully vested, in each case subject to the Outside Director remaining continuing to be a Service Provider through the applicable vesting date. 3.3 (c) Annual Award. On the first Trading Day immediately following date of each Annual Meeting annual meeting of the Company's stockholders (an "Annual Meeting") that occurs after following the Effective Date, Date (each, an "Annual Meeting"), each Outside Director automatically will be automatically granted an Award award of Restricted Stock Units restricted stock units (an "Annual Award") that will have covering a Value of $170,000 (with the number of Shares subject to the Annual Award having a Grant Value of $225,000, rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date Share. Subject to Section 3 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 this Policy, each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) (i) the first one-year anniversary of the date the Annual Award is granted or (b) (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award was is granted, in each case, subject to the Outside Director remaining continuing to be a Service Provider through such the applicable vesting date. 3.4 Additional Terms (d) Quarterly Vesting Dates. For the purposes of Initial Awards this Section 2 of this Policy, a "Quarterly Vesting Date" means February 20, May 20, August 20 and Annual Awards. The terms and conditions November 20 of each Initial Award and Annual Award (each, a "Policy Award") given year, provided that if the applicable date is a weekend or a holiday, then the applicable Quarterly Vesting Date 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. first business day thereafter. View More

Equity Compensation. Upon execution of this Agreement, Executive shall be granted and issued 10,000 50,000 restricted shares of Parent common stock pursuant to the 2019 HireQuest, Command Center, Inc. Equity 2016 Stock 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, thereafter provided, 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 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... Nonstatutory 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, stockholders: (i) 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; and (ii) the Chair of the Board automatically will be granted an additional Nonstatutory Stock (an Option to purchase 10,000 shares of Common Stock. Each of the options granted pursuant to (i) and (ii), is referred to as an "Annual Option"). Option". The foregoing notwithstanding, the first Annual Option to be granted pursuant to (ii) above (the "First Chair Grant") shall be granted on January 1, 2020, and shall be for 15,000 shares rather than 10,000 shares, and no grant pursuant to (ii) above shall be made at the 2020 annual meeting of the Company's stockholders. (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"), 2021 annual meeting of the Company's stockholders in the case of the First Chair Grant), or (ii) the first anniversary of the date of grant of such option, option (18 months following the grant date in the case of the First Chair Grant), provided that the Non-Employee Director has not had a Termination of Service prior to such date; provided, however, that 2 179018670 v9 the vesting shall accelerate, and each Annual Option shall become fully vested and exercisable, upon the consummation of a Change in Control. 2 3 179018670 v6 EX-10.5 6 advm-ex105_266.htm EX-10.5 advm-ex105_266.htm v9 EX-10.36 3 advm-ex1036_1450.htm EX-10.36 advm-ex1036_1450.htm Exhibit 10.5 10.36 Adverum Biotechnologies, Inc. Non-Employee Director Compensation Policy Adopted by the Compensation Committee: October 18, Board: December 13, 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, December 13, 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) 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 One Hundred Seventy Two Thousand (272,000) Thirty Six (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 36 equal monthly installments commencing on... the first day of the month 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. (a) Initial Stock Option Grants. As soon as practicable following the closing of the Company's initial public offering of stock, offering, Executive will be granted a stock option to purchase Two Four Hundred Seventy Two Thousand (272,000) (400,000) shares of Company common stock, pursuant to the Company's option agreement under the Company's 2021 2022 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 month 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 Company will grant to the Executive on the date hereof first day of employment following the Effective Date (the "Grant Date") equity compensation awards under the 2018 Equity Incentive 2013 Share Ownership and Option Plan 2. 177505654 v5 (as amended, the "Plan") for shares share of the Company's common stock ("Common Stock") as follows: (a) TIME-VESTING (a)TIME-VESTING AWARDS. (i) a 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 Date that will vest and become exercisable or payable, respectively, with respect to 1/4 1/3 of the shares on the first anniversary of the Grant Effective Date of this Agreement 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, Time-Vesting Awards, 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 Significant Event (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. Plan) (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. 177505654 v5 2. (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 withhold 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. 6.1 5.1 Base Options. As further consideration for Executive's employment, promptly following Executive's Start Date and subject to approval by the Board, Executive will be granted a nonstatutory stock option (the "Base Option") under the Company's 2009 Equity Incentive Plan, as amended (the "Plan") to purchase that number of up to 480,493 shares of the Company's common stock that is equal to 3.0% of the fully-diluted capitalization of the Company (defined below) on the date of grant. stock.... The Base Option will have an exercise price equal to the fair market value of the Common Stock as of the date of grant as determined by the Board and shall vest as follows: (i) 25% of the shares subject to the Base Option shall vest twelve months after the Start Date, subject to Executive's continuing employment with the Company, and no shares shall vest before such date. The remaining shares shall vest monthly on the last day of the each of the following 36 months in equal monthly amounts subject to Executive's continuing employment with the Company. The vesting of 100% of the Base Option shall be subject to full acceleration such that, immediately prior the effective time of a Change in Control (defined in the Plan) such shares shall be fully vested and immediately exercisable. The terms of the Base Option are more fully set forth in the Plan and related grant notice and stock option agreement (together, the "Equity Documents"). 6.2 5.2 Performance Options. In addition, promptly following the Start Date and subject to approval by the Board, Executive will be granted a nonstatutory stock option (the "Performance Option") under the Plan to purchase that number of shares of the Company's common stock that is equal to 1.5% of the fully-diluted capitalization of the Company on the date of grant. The Performance Option will have an exercise price equal to the fair market value of the Common Stock as of the date of grant as determined by the Board and shall vest upon the achievement of milestone(s) to be mutually agreed by Executive and as more fully set forth in the Board and subject to Executive's continuing employment with Equity Documents for the Company upon the achievement of such milestone(s). Performance Option. In the event of a Change in Control prior to the full vesting of the Performance Option, the Board shall have the discretion to accelerate vesting of the Performance Option, in whole or in part, based on progress towards the milestone(s). milestones. The Equity Documents contain additional terms and conditions applicable to the Performance Option. 6.3 Definition. For the purposes of this Agreement "fully-diluted capitalization of the Company" means the number of shares of the Company's Common Stock actually outstanding plus the number of shares of Common Stock issuable upon the conversion of all shares of preferred stock actually outstanding plus the number of shares of stock subject to outstanding warrants and outstanding equity awards (whether or not vested). View More

Equity Compensation. In addition to your eligibility for regular grants of long-term incentives, you will be granted the equity award awards as defined and described below. All awards described in this Section 5 will in all cases be subject to actual grant to you by the Compensation Committee of the Board (the "Compensation Committee") in its sole discretion, would be pursuant to the applicable plan document and would be subject to terms and conditions established by the Compensation Committee in its sole... discretion that would be detailed in separate agreements you would receive after any award is actually made. You acknowledge that the equity award are "employment inducement awards" that will be granted to you outside of the Company's 2016 Equity Incentive Plan pursuant to NASDAQ Listing Rule 5635(c)(4). A. Sign-On RSUs. You will be granted a one-time sign-on award of one million (1,000,000) two hundred thousand (200,000) restricted stock units (the "Sign-On RSUs"). Your Sign-On RSUs will vest ratably over three (3) four (4) years, with automatic vesting upon a Change in Control of the Company (as defined in the Company's 2016 Equity Incentive Plan). B. Sign-On Options. You will be granted a one-time sign-on award of two hundred thousand (200,000) stock options (the "Sign-On Options"), with the exercise price per share equaling the price of a share of Company stock after market close on the date of the grant. The Sign-On Options will vest according to the following schedule: 25% of the shares subject to the Sign-On Option shall vest upon the one-year anniversary of the Effective Date, and 1/36 of the shares subject to the Sign-On Option shall vest each month thereafter, subject to your continued employment by the Company, with automatic vesting upon a Change in Control of the Company (as defined in the Company's 2016 Equity Incentive Plan). . View More

Equity Compensation. In connection with your employment, the Parent has issued you 560,000 3,080,000 of the Parent's Ordinary Shares at a purchase price of $0.0001 per share pursuant to the terms of the Ordinary Share Subscription Deed by and between you and the Parent dated October 14, 2015 (the "Subscription Agreement"). Additionally, you may be eligible for future equity awards, at the discretion of the Board of Directors of the Parent, Parent Board, which will be governed by the terms and conditions of the... Parent's equity incentive plan then in effect and the applicable grant documents. View More

Equity Compensation. Each Non-Employee Director will receive the following equity awards under the Company's 2013 Equity Incentive Plan (the "Plan") as consideration for service on the Board. Each equity award granted under this Policy will be made in accordance with the Plan and shall individually be approved by the Board or the Compensation Committee. Vesting of all equity awards granted under this Policy is subject to the applicable Non-Employee Director's "Continuous Service" (as defined in the Plan) from the... date of grant through each applicable vesting date. Each equity award granted under this Policy will be granted with an exercise price equal to the fair market value of the Company's common stock on the date of grant and will be subject to the Company's standard form of Option Agreement, as most recently adopted by the Board for use under this Policy. The exact number of shares to be granted in each equity award granted under this Policy will be subject to adjustment based on the review by the Board or Compensation Committee of the market value of the grant implied by the percentages given below at the time of grant. (a)New a. New Non-Employee Directors Equity Award. For each new Non-Employee Director that joins the Board, the Board or Compensation Committee will grant such new Non-Employee Director (i) an initial stock option grant to purchase 12,000 that number of shares equal to approximately 0.08% of the Company's common then-fully diluted shares (including the Company's outstanding stock, the exercise and (ii) an award conversion of 6,000 Restricted Stock Units. all exercisable and convertible securities and the shares reserved under the Company's then-existing stock plans). Such initial option grant will vest, subject to Continuous Service, on a monthly basis for the 36-month period following the date of grant, and such initial Restricted Stock Units shall vest, subject to Continuous Service, annually over a three year period following the year in which the Restricted Stock Unit is granted. (b)Annual grant. b. Annual Equity Award. Each year, the Board or Compensation Committee will grant each continuing Non-Employee Director (i) a stock option grant (the "Annual Grant") to purchase 6,000 that number of shares equal to approximately 0.04% of the Company's common then-fully diluted shares (including the Company's outstanding stock, the exercise and conversion of all exercisable and convertible securities and the shares reserved under the Company's then-existing stock ("Annual Option Grant") and (ii) an award of 3,000 Restricted Stock Units ("Annual RSU"). Subject plans). Such option grant will vest, subject to the such Non-Employee Director's Continuous Service, each Annual Option Grant shall vest in equal increments on a monthly over a basis for the 12-month period of twelve months from the first day of the month following the date of grant. Each Annual RSU shall vest in full on March 1st of the year following the year in which the Annual RSU is granted. To be eligible to receive an Annual Grant, a Non-Employee Director must have (i) served on the Board as of December 31 of the prior year, or (ii) served on the Board for six (6) or more months by the date of the Company's annual meeting of stockholders. EX-10.5 2 ptla-ex105_344.htm EX-10.5 ptla-ex105_344.htm Exhibit 10.5 AMENDED AND RESTATED PORTOLA PHARMACEUTICALS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY On December 17, 2015, the Board of Directors (the "Board") of Portola Pharmaceuticals, Inc. (the "Company") approved the amendment and restatement of the following compensation policy (the "Policy") for non-employee directors of the Company. For purposes of this Policy, a "Non-Employee Director" is a director who has not served as an employee or executive officer of the Company or its affiliates or otherwise provided services to the Company or its affiliates in a capacity other than as a director during the preceding year. View More

Equity Compensation. Subject to approval by the Company's Board at of Directors or its next regularly scheduled meeting following the Start Date, Compensation Committee (the "Board"), the Company will grant you an option to purchase three hundred thousand (300,000) 180,000 shares of the Company's Class A Common Stock with an exercise price equal to the fair market value as determined by the Board on the applicable date of the grant (the "Option"). The Option will be subject to the terms of the Company's 2017 then-effective Equity Incentive Plan (the "Plan"), and your Stock Option Agreement. The Option will vest subject to your continued employment over a four-year period, whereby twenty-five percent (25%) 25% of your Option shares will vest on the one year first anniversary of your Start Date, with the remaining shares subject to the Option vesting in thirty-six (36) 36 equal monthly installments thereafter, in each case subject to your continued employment through the applicable vesting dates. View More