Equity Compensation Contract Clauses (378)

Grouped Into 16 Collections of Similar Clauses From Business Contracts

This page contains Equity Compensation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Equity Compensation. Each Non-Employee Director will receive the following equity awards under the Company's 2014 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 will 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 dat...e of grant through each applicable vesting date. Each equity award granted under this Policy will be granted with an exercise price (if applicable) 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 or Compensation Committee for use under this Policy. a. Annual Equity Awards. Annual Equity Awards. Each year, the Board or Compensation Committee will grant each continuing Non-Employee Director options to acquire 7,500 shares of common stock, vesting 1/12th per month with full vesting, if not fully vested at such time, on the date of the Aravive Inc.'s next annual meeting of stockholder. Such annual equity awards will ordinarily be approved in conjunction with the annual stockholder meeting. If a new Non-Employee Director is elected or appointed to the Board at a time other than at the annual stockholder meeting, then, in addition to the New Non-Employee Director Grants, the Board or Compensation Committee will grant the new Non-Employee Director an option to purchase shares of common stock, such number of shares of common stock equity equal to the product of 7,500 and a fraction with (i) a numerator equal to the number of days between the date of the Director's initial election or appointment to the Board and the date which is the first anniversary of the date of the most recent annual stockholder meeting occurring before the new Non-Employee Director is elected or appointed to the Board, and (ii) a denominator equal to 365. (For example, if the last annual stockholder meeting was held on June 1, 2018, and a Director is appointed to the Board for the first time on August 1, 2018, such fraction would be 304/365.) Such award will vest, subject to Continuous Service, in equal annual installments between the date of grant and the first anniversary of the date of the most recent annual stockholder meeting occurring before the new Non-Employee Director is elected or appointed to the Board. View More
Equity Compensation. Each Non-Employee Director will receive the following equity awards under the Company's 2014 Equity Incentive Plan (the "Plan") as consideration for service on the Board. Board, with the total grant date fair value of each such equity award being allocated 70% to a stock option and 30% to a Restricted Stock Unit ("RSU"). Each equity award granted under this Policy will be made in accordance with the Plan and will 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 (if applicable) 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, Agreement or Restricted Stock Unit Agreement (as applicable), as most recently adopted by the Board or Compensation Committee for use under this Policy. Whenever this Policy requires a determination of the number of shares to be covered by an equity award, the Board or Compensation Committee will make such determination based on the dollar value of the equity award specified in this Policy and the valuation methodology customarily employed by the Board or Compensation Committee in determining equity awards to be granted to Company executives and employees. a. Annual New Non-Employee Directors Equity Awards. Annual Equity Awards. Each year, For each new Non-Employee Director who joins the Board, the Board or Compensation Committee will grant each continuing such new Non-Employee Director options initial equity awards (the "New Non-Employee Directors Grants") having a total grant date fair value of approximately $250,000. Each such equity award will vest, subject to acquire 7,500 shares of common stock, vesting 1/12th per month with full vesting, if not fully vested at such time, Continuous Service, on an annual basis for the three-year period following the date of the Aravive Inc.'s next annual meeting of stockholder. Such annual equity awards will ordinarily be approved in conjunction with the annual stockholder meeting. grant. If a new Non-Employee Director is elected or appointed to the Board at a time other than at the annual stockholder meeting, then, in addition to the New Non-Employee Director Grants, the Board or Compensation Committee will grant the new Non-Employee Director an option to purchase shares of common stock, such number of shares of common stock equity awards having a total grant date fair value approximately equal to the product of 7,500 $125,000 and a fraction with (i) a numerator equal to the number of days between the date of the Director's initial election or appointment to the Board and the date which is the first anniversary of the date of the most recent annual stockholder meeting occurring before the new Non-Employee Director is elected or appointed to the Board, and (ii) a 2 denominator equal to 365. (For example, if the last annual stockholder meeting was held on June 1, 2018, 2014, and a Director is appointed to the Board for the first time on August 1, 2018, 2014, such fraction would be 304/365.) Such Each such equity award will vest, subject to Continuous Service, in equal annual installments between the date of grant and on a cliff basis on the first anniversary of the date of the most recent annual stockholder meeting occurring before the new Non-Employee Director is elected or appointed to the Board. b. Annual Equity Awards. Each year, the Board or Compensation Committee will grant each continuing Non-Employee Director equity awards having a total grant date fair value of approximately $125,000. Such annual equity awards will ordinarily be approved in conjunction with the annual stockholder meeting, and each such equity award will vest, subject to Continuous Service, on a cliff basis on the earlier of (i) the next annual stockholder meeting after the annual stockholder meeting in conjunction with which it was granted and (ii) the first anniversary of the date of grant. View More
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Equity Compensation. Subject to approval by the Board at its next regularly scheduled meeting following the Start Date, the Company will grant you an option to purchase three hundred thousand (300,000) shares of the Company's 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 Equity Incentive Plan (the "Plan"), and your Stock Option Agreement. The Option will ve...st subject to your continued employment over a four-year period, whereby twenty-five percent (25%) of your Option shares will vest on the one year anniversary of your Start Date, with the remaining shares subject to the Option vesting in thirty-six (36) equal monthly installments thereafter, in each case subject to your continued employment through the applicable vesting dates. 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-ef...fective 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
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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 da...te 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 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 to purchase 12,000 shares of the Company's common stock, and (ii) an award of 6,000 Restricted Stock Units. 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 Equity Award. Each year, the Board or Compensation Committee will grant each continuing Non-Employee Director (i) a stock option to purchase 6,000 shares of the Company's common stock ("Annual Option Grant") and (ii) an award of 3,000 Restricted Stock Units ("Annual RSU"). Subject to the such Non-Employee Director's Continuous Service, each Annual Option Grant shall vest in equal increments monthly over a 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. 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. 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 da...te 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
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Equity Compensation. In connection with your employment, the Parent has issued you 560,000 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, which will be governed by the terms and conditions of the Parent's equity incentive pla...n then in effect and the applicable grant documents. 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 Paren...t's equity incentive plan then in effect and the applicable grant documents. View More
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Equity Compensation. In addition to your eligibility for regular grants of long-term incentives, you will be granted the equity award 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 woul...d 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) restricted stock units (the "Sign-On RSUs"). Your Sign-On RSUs will vest ratably over three (3) years, 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 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
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Equity Compensation. 6.1 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 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. 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 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 the Board and subject to Executive's continuing employment with the Company upon the achievement of such milestone(s). 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). 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. 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
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