Equity Contract Clauses (411)

Equity. 5.1 Current Option. Executive acknowledges that Executive has received prior stock options covering 60,000 shares of the Company's common stock (the "Existing Options"). The Existing Options were granted under our 2013 Equity Incentive Plan (the "2013 Plan") and standard form of option agreement thereunder. Except as otherwise provided in this Agreement, the Existing Options shall continue to be governed in all respects by the terms of the applicable equity award documents. 5.2 Additional Option.... Subject to approval by the Board, Executive will be granted an additional stock option covering a number of shares of the Company's common stock which, when added to the shares covered by the Existing Options, represents approximately 1.0% of the current fully-diluted capitalization of the Company. 5.3 Anti-Dilution Option. In the event, prior to the earliest of (i) December 31, 2019, (ii) the date, if any, on which the Company completes a public offering of its Common Stock or (iii) the effective date of a Change in Control (as defined in the 2013 Plan), if any, Executive's equity holdings in the Company no longer represent at least 1.0% of the Company's fully-diluted outstanding capitalization (the "Ownership Threshold") as a result of subsequent equity financings or stock issuances by the Company (an "Equity Event"), then as soon as reasonably practicable after the occurrence of an Equity Event that causes Executive's equity holdings to decrease below the Ownership Threshold, subject to the approval of the Board or its Compensation Committee, which approval will be obtained within five days of the date on which an Equity Event occurs, Executive will be granted an option to purchase a number of shares of 2. the Company's Common Stock in an amount that will cause Executive's equity holdings in the Company after the option is granted to represent 1.0% of the Company's fully-diluted outstanding capitalization (an "Anti-Dilution Option"). The exercise price per share of an Anti-Dilution Option will be determined by the Board or the Compensation Committee when the Anti-Dilution Option is granted and will equal the fair market value of the Company's Common Stock as of that date. Subject to any accelerated vesting provisions applicable to Executive, and further subject to Executive's continuous service with the Company through such vesting dates, Executive will vest in 1/48th of the Anti-Dilution Option shares after each month after the Effective Date of this Agreement. For the avoidance of doubt, over the period of Executive's service, more than one Anti-Dilution Option may be granted to Executive as set forth in this paragraph. The Anti-Dilution Option will be granted under our 2013 Plan and standard form of option agreement thereunder. 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 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. (a) Subject to the approval of the Board (including a majority of the independent members of the Board) or Compensation Committee at the first scheduled meeting of the Board or Compensation Committee after your employment start date, the Company will grant to you a non-qualified stock option (the "Option") for the purchase of an aggregate of 200,000 shares of Common Stock of the Company (subject to appropriate adjustments for stock splits, stock dividends, combinations, recapitalizations and sim...ilar transactions affecting the Common Stock of the Company after the date hereof) at a price per share equal to the closing sale price of the Common Stock on the Nasdaq Global Market on the date of grant, as an inducement material to you joining the Company, pursuant to Rule 5635(c)(4) of the Nasdaq Listed Company Manual. The Option shall be subject to all terms, vesting schedules and other provisions set forth in a separate option agreement. The Option will have a term of ten (10) years except as set forth in the stock option agreement and be subject to a vesting schedule of four (4) years, with 25% of the shares vesting on the first anniversary of your employment start date and 6.25% of the shares vesting each quarter thereafter. Notwithstanding anything to the contrary in the stock option agreement, if a "Change in Control Event" (as defined on Exhibit A attached hereto) occurs and, within one (1) year of such Change in Control Event, your employment is terminated by the Company (or any successor) without "Cause" (as defined on Exhibit A) or by you for "Good Reason" (as defined on Exhibit A), the vesting schedule of the Option shall be accelerated in full. You may be eligible to receive future stock options grants as the Board shall deem appropriate and in its sole and absolute discretion. (b) Subject to the approval of the Board or Compensation Committee at the first scheduled meeting of the Board or Compensation Committee after your employment start date, the Company will grant to you a restricted stock unit award under the Company's 2012 Stock Incentive Plan (the "Plan") representing the right to receive 50,000 shares of the Company's common stock (the "RSUs"). The RSUs shall vest over four (4) years, with 25% of the RSUs vesting on the first anniversary of your employment start date and 6.25% of the RSUs vesting each quarter thereafter. The RSUs shall be granted under and subject to the terms of the Plan and a Restricted Stock Unit Award Agreement (the "RSU Agreement") between you and the Company. (c) If you remain employed by the Company, at the first regularly scheduled meeting of the Board or the Compensation Committee (whichever occurs first) in 2017, the Company will grant to you, subject to the sole discretion of the Compensation Committee or the Board, up to 75,000 Options (the "2017 Performance Option"), subject to the percentage achievement of performance objectives in 2016. You may receive a grant under Annual LTI Program currently under development in lieu of this grant if both parties so agree. The per share exercise price of the 2017 Performance Option shall be the fair market value (under the Plan) of a share of common stock as of the date of the grant. The 2017 Performance Option shall be (i) made up of incentive stock options to the extent legally permissible, and otherwise shall be nonstatutory stock options, (ii) subject to all terms of the Plan and a separate option agreement, and (iii) subject to a vesting schedule of four (4) years, with 25% of the shares vesting on the first anniversary of the grant date and 6.25% of the shares vesting each quarter thereafter. Notwithstanding the foregoing, the grant of the 2017 Performance Option shall be subject to the availability of shareholder approved shares for the Plan and Board or Compensation Committee approval. View More

Equity. Subsequent to the commencement of your employment, and satisfaction of all of the conditions to employment set forth below, and subject to the approval of the Company's Board of Directors, the Company shall grant you an option (the "Option") to purchase shares of the Company's Veritone, Inc. 3366 Via Lido, Newport Beach, CA 92663 common stock. Such grant shall be for a total of thirty five thousand (35,000) shares of the Company's common stock at a per share purchase price equal to the fair mark...et value of the Company's common stock as determined by the Company's Board of Directors in its sole discretion as of the date of grant. The Option will be subject to the terms and conditions of the Company's 2014 Stock Option / Stock Issuance Plan, as amended from time to time (the "Plan") and shall be subject to a stock option grant notice and stock option agreement. The Option shall vest over a four (4) year schedule, with twenty five percent (25%) of the shares subject to the Option becoming vested upon your completion of twelve (12) months of continuous Service, as measured from your date of hire, and 1/48th of the shares vesting for each full month of your continuous Service thereafter. For purposes of this Offer Letter, the term "Service" shall be as defined in the 2014 Stock Option / Stock Issuance Plan. In addition to the Initial Option, you shall be eligible for a Performance Option in the amount of ten thousand (10,000) shares of common stock in the event the Company has a successful IPO before January 15, 2017. Such Performance Option shall be at a per share purchase price equal to the fair market value of the Company's common stock as determined by the Company's Board of Directors in its sole discretion as of the date of grant. The Performance Option will also be subject to the terms and conditions of the Company's 2014 Stock Option / Stock Issuance Plan, as amended from time to time (the "Plan") and shall be subject to a stock option grant notice and stock option agreement. The Performance Option shall vest over a four (4) year schedule, with 1/48th of the shares vesting for each full month of your continuous Service following the date of such Performance Option grant. For purposes of this Offer Letter, the term "Service" shall be as defined in the 2014 Stock Option / Stock Issuance Plan. In the event of a Change in Control of the Company, as defined in the Company's Plan, your then unvested Initial Options and Performance Options, if any, shall vest in full up to a limit that shall be equal to one year (25% of each of the total Initial Option grant and Performance Option grant, if any) of your total Initial Option grant and Performance Option grant that shall remain unvested as of the date of the Change in Control ("Remaining Unvested Options") that shall vest monthly on a straight line basis (1/12th per month) over the twelve (12) months immediately subsequent to the date of the Change in Control in the event that the Company's acquirer assumes the Plan and continues your employment with the Company. In the event your employment is terminated without cause following a Change in Control, the Remaining Unvested Options shall immediately vest. View More

Equity. In connection with entering into this Offer Letter and as mutually agreed upon consideration for your undertaking the obligations set forth in Sections 4.2 and 4.3 of the Invention Assignment, Non-Disclosure, and Business Protection Agreement attached hereto as Exhibit A (the "Business Protection Agreement"), it will be recommended at the first meeting of the Board following your employment start date, which meeting shall take place no later than forty-five (45) days after the Effective Date, th...at the Company grant you options to purchase Common Stock of the Company as described below, at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board. (a) Welcome Grant. An option to purchase 470,000 shares of the Company's Common Stock (the "Welcome Grant"). Twenty five percent (25%) of the shares subject to the Welcome Grant will vest 12 months after the date your employment begins, subject to your continuing employment with the Company, and no shares will vest before such date. The remaining shares will vest monthly over the next 36 months in equal monthly amounts, subject to your continuing employment with the Company. (b) T2 Grant. An option to purchase 176,000 shares of the Company's Common Stock (the "T2 Grant"). Twenty five percent (25%) of the shares subject to the T2 Grant will vest on the date that is 12 months after the date of the closing of the second tranche of the Company's Series A financing, subject to your continuing employment with the Company, and no shares will vest before such date. The remaining shares will vest monthly over the next 36 months in equal monthly amounts, subject to your continuing employment with the Company. If the closing of the second tranche of the Company does not take place by December 31, 2021, the T2 Grant will automatically terminate with no shares having vested. C. Albright December 4, 2020 Page 3 (c) General Terms. Both the Welcome Grant and the T2 Grant will be subject to the terms and conditions of the Company's Stock Option Plan and Stock Option Agreement, including vesting requirements and this Agreement. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment. View More

Equity. Subject to approval by the Board, at the first Board meeting following the Start Date, the Company will grant you an option to purchase 140,000 shares of the Company's common stock (the "Option"). The Option shall vest over a four-year period, with one quarter (1/4) of the shares subject to the Option vesting on the one year anniversary of the date of grant, and the remaining shares vesting equally over the following thirty-six (36) months of continuous service. The Option shall be issued pursua...nt to the terms and conditions of the Company's 2019 Equity Incentive Plan (the "Plan"), at an exercise price equal to 100% of the fair market value of the Company's common stock on the date of grant, as provided in the Plan, and shall be governed in all respects by the terms of the Plan, the grant notices and the option agreements. View More

Equity. Subject to approval by the Board, you will receive options to purchase up to 100,000 shares of the Company's Common Stock under the Company's 2017 Stock Incentive Plan (the "Plan") for a price per share equal to the fair market value of one share of the Common Stock on the date of the option grant as determined by the Board and pursuant and subject to the terms of the Company's option agreement (which must be executed to receive the grant) and the Plan. The stock options will vest (become exerci...sable) as follows: 25% of the shares underlying the options shall vest upon the twelve (12) month anniversary of the Effective Date and 1/36th of the remainder of such shares will vest on a monthly basis in thirty-six (36) equal monthly installments with the first such installment vesting on the thirteenth month anniversary 490 Arsenal Way Watertown, MA 02472 . P: 617 995 0900 . F: 617 995 2410 . www.aileronrx.com Page 2 of the Effective Date, subject to your continued employment with the Company through each vesting date. You may also be eligible for other grants of stock or stock options as determined by and in the sole discretion of the Board. Any such grant of stock or stock options will be subject to all of the terms and conditions of the relevant stock plan and stock or stock option agreement. View More

Equity. You will be granted an initial equity grant of USD $1,250,000.00 stock options and USD $1,250,000.00 restricted stock units (the stock options and restricted stock units collectively comprising the "Initial Grant") on the first Monday (provided such Monday is a business day, otherwise the next business day thereafter) of the month immediately following the Effective Date (for purposes of the Initial Grant, the "Grant Date"). This Initial Grant is intended to serve as an inducement for you to joi...n the Corporation and to satisfy the requirements for inducement grants pursuant to Nasdaq Listing Rule 5634(c)(4) which permits the Corporation to issue you security-based compensation without shareholder approval in order to induce you to enter into an employment arrangement as an employee of the Corporation. The stock options awarded to you will vest over a three-year period, with 12/36th of the vesting on the 12-month anniversary of the Grant Date, and the remaining options vesting equally in monthly installments over the following twenty-four (24) months of continuous service. The stock options awarded to you will have an exercise price per share equal to the closing price of the Parent's common shares as reported on the Nasdaq on the day immediately prior to the Grant Date and will have a term of of ten (10) years from the Grant Date. The restricted stock units awarded to you will vest in 1/3 tranches on the first, second and third anniversary of the Grant Date, respectively. Any additional stock options or other equity- based awards granted to you will be upon such terms as the Board or the Compensation Committee may determine in its discretion. View More

Equity. Subject to the approval of the Board of Directors of the Company, the Company will grant to you, effective on your first day of employment, an incentive stock option (the "Option") under the Company's 2020 Stock Incentive Plan (the "Plan") for the purchase of an aggregate of 180,000 shares of common stock of the Company at a price per share equal to the fair market value of the common stock on the date of grant of the Option. The Option shall be subject to all terms, vesting schedules and other ...provisions set forth in the Plan and in a separate option agreement. View More

Equity. On your Start Date, you will receive a stock option grant under the Company's 2013 Stock Incentive Plan (the "Plan") for the purchase of 105,000 shares of common stock of the Company at an exercise price per share equal to the fair market value of one share of Common Stock on the date of the grant as determined by the Company in its sole discretion. The stock option grant shall be subject to all terms and other provisions set forth in the Plan and in a separate stock option agreement, including ...the vesting schedule. The stock option agreement will provide that the option will vest over a four-year period with the first quarter of the underlying shares vesting on the first anniversary of the Start Date and the remaining three-fourths of the underlying shares vesting monthly in 36 equal monthly installments following the first anniversary of the Start Date until fully vested on the fourth anniversary of the Start Date. You may also be eligible for other grants of stock or stock options as determined by and in the sole discretion of the Board. Nothing in this section shall affect your status as an employee at will, as set for below. View More