General Contract Clauses (10,861)

General. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the MannKind Corporation 2004 Equity Incentive Plan (the "Prior Plan"). Following the Effective Date, no additional stock awards may be granted under the Prior Plan. Any unallocated shares remaining available for issuance pursuant to the exercise of options or issuance or settlement of stock awards not previously granted under the Prior Plan as of 12:01 a.m. Pacific time on the... Effective Date (the "Prior Plan's Available Reserve") will cease to be available under the Prior Plan at such time and will be added to the Share Reserve (as further described in Section 3(a) below) and be then immediately available for issuance pursuant to Stock Awards granted hereunder. In addition, from and after 12:01 a.m. Pacific time on the Effective Date, all outstanding stock awards granted under the Prior Plan will remain subject to the terms of the Prior Plan; provided, however, that any shares subject to outstanding stock awards granted under the Prior Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited, cancelled or otherwise returned to the Company because of the failure to meet a contingency or condition required to vest such shares; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award (the "Returning Shares") will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Returning Shares, and become available for issuance pursuant to Awards granted hereunder. All Awards granted on or after 12:01 a.m. Pacific time on the Effective Date will be subject to the terms of this Plan. (b) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards under the Plan. (c) Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. (d) Purpose. The Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock. View More

General. (a) Purpose. Tyra Biosciences, Inc. (the "Company") hereby establishes this 2019 Equity Incentive Plan (the "Plan"). This Plan is intended: (i) to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals; (ii) to incentivize Employees, Directors, and Consultants with long-term equity-based compensation to align their interests with the interests of the Company's stockholders; and (iii) to promote the success of the Company's business.... (b) Eligible Award Recipients. Employees, Consultants, Directors, or non-Employees, non-Consultants, non-Directors to whom an offer of a service relationship as an Employee, Consultant, or Director, Investor Director Provider, has been or is being extended (together, "Eligible Persons") may receive Awards, subject to the terms of this Plan. (c) Definitions. Capitalized terms in this Plan are defined in Section 23. (d) Effective Date. This Plan shall become effective on the date it is approved by a majority of votes cast at a duly held meeting of the Company's stockholders (or by such other stockholder vote that the Committee determines to be sufficient for the issuance of Shares and Awards according to the Company's governing documents and Applicable Law). (e) Effect on Other Plans, Awards, and Arrangements. No payment pursuant to this Plan shall be taken into account in determining any benefits under any Company or Affiliate benefit plan, except to the extent otherwise expressly provided in writing in such other plan. View More

General. 3.2Effect of Recitals The recitals contained herein, shall be taken as the statements of the Issuer and the Guarantor, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. 3.3Ratification of Original Indenture The Original Indenture as supplemented by this Fourth Supplemental Indenture is in all respects ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent... herein and therein provided. 3.4Limitation on Liability The Trustee shall act at the direction of the requisite Holders without liability. 3.5Jurisdiction Each of the parties hereto hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in the State of New York in connection with any action, suit or other proceeding arising out of or relating to this Fourth Supplemental Indenture or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. 3.6 Governing Law This Fourth Supplemental Indenture (including the Guarantee provided herein), and the Original Indenture as supplemented hereby shall be governed by and construed in accordance with the laws of the State of New York. 3.7Severability In case any provision in this Fourth Supplemental Indenture (including the Guarantee provided herein) or in the Original Indenture as supplemented hereby shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 3.8Acceptance of Trust The Trustee hereby accepts the trusts in this Fourth Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein before set forth in trust for the various Persons who shall from time to time be Holders subject to all the terms and conditions herein set forth. 3.9Counterparts and Formal Date This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date first above written. View More

General. a) The agreement between you and Cyclerion regarding your use and non-disclosure of Cyclerion confidential information, and regarding non-competition, non-solicitation and ownership of intellectual property (as applicable) will constitute our entire agreement as to the terms of your employment by the Company and will supersede any prior agreements or understanding, whether in the writing or oral. b) As required by law, this offer is subject to satisfactory proof of right to work in the United... States. c) This letter shall be governed by the laws of the Commonwealth of Massachusetts, without application of its principles of conflict laws. In addition, by accepting this offer, you represent and warrant to the Company that from and after your start date of employment, you will not be subject to any noncompetition or other agreement prohibiting you from performing services for the Company to the full extent contemplated by this letter. In addition, should you become legally prohibited from performing services for the Company to the full extent contemplated by this letter, or should the Company reasonably believe that you are legally prohibited from performing services to the full extent contemplated by this letter, the Company shall have the right to rescind your offer and/or immediately terminate your employment. This offer of transition will expire on 3/28/2019 unless accepted by you prior to such date. We are very excited to build Cyclerion into a great entrepreneurial biopharmaceutical company with you! [Remainder intentional left blank] Sincerely, CYCLERION THERAPEUTICS, INC. /s/ Marsha Fanucci Marsha Fanucci Audit Committee Chair ACCEPTED this first day of April, 2019: /s/ Peter Hecht Peter Hecht EX-10.11 9 a19-7596_1ex10d11.htm EX-10.11 Exhibit 10.11 301 Binney Street Cambridge, MA 02142 (857) 327-8778 [email protected] cyclerion.com 3/11/19 Peter Hecht 17 Duffield Road Newton, MA 02466 Re: Offer of Transfer to Cyclerion Dear Peter: On behalf of all my colleagues at Cyclerion, I am pleased to provide you with the terms and conditions of your anticipated employment by Cyclerion Therapeutics, Inc., a Massachusetts corporation (the "Company"). As you are aware, the Company intends to separate from Ironwood Pharmaceuticals, Inc. This offer is contingent on the completion of the separation. This offer, if accepted, sets forth the terms of your employment with the Company after the separation. If you accept this offer, it will take effect upon the separation. View More

General. This Award is subject to the Plan. In the event of a conflict between the terms of this Award and the Plan, the Plan shall govern. For purposes of this Award and any determinations to be made by the Committee hereunder, the determinations by the Committee shall be binding upon the Participant and any transferee. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 By acceptance of the Award, the undersigned agrees to be subject to the terms of the Plan and this Agreement. The Participant further... acknowledges and agrees that (i) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (ii) such electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Participant. Executed as of the day of [·], [·]. View More

General. This Agreement, along with Exhibit A, forms the complete and exclusive statement of your agreement with the Company regarding the subject matter hereof. It supersedes and replaces any other agreements or promises made to you by anyone concerning your employment terms, whether oral or written. This Agreement may not be amended or modified except by a written modification signed by you and a duly authorized officer of the Company, with the exception of those changes expressly reserved to the... Company's discretion in this Agreement. This Agreement is governed by the laws of the state of California, without reference to conflicts of law principles. If any provision of this Agreement shall be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and such provision will be reformed, construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this Agreement, no waiver of any right hereunder shall be effective unless it is in writing. Any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures. This offer is contingent on the successful completion of a background check. To confirm your terms of employment, please sign and date this letter and sign and date the Proprietary Information Agreement attached as Exhibit A, and return one signed copy of both documents to me by close of business on June 15, 2016. Please let me know if you have any questions. Sincerely, POSEIDA THERAPEUTICS, INC. By: /s/ Nishan de Silva Nishan de Silva, M.D. President and Chief Operating Officer Reviewed, Understood, and Accepted: /s/ Matthew Spear, M.D. 16 June 19 Matthew Spear, M.D. Date Exhibit A: Proprietary Information Agreement Exhibit A PROPRIETARY INFORMATION AGREEMENT EX-10.8 13 d872388dex108.htm EX-10.8 EX-10.8 Exhibit 10.8 POSEIDA THERAPEUTICS, INC. June 13, 2016 Matthew Spear, M.D. Re: Employment Terms Dear Matthew: On behalf of Poseida Therapeutics, Inc. (the "Company"), I am pleased to offer you employment under the terms set forth in this offer letter agreement (the "Agreement"). These employment terms will be effective as of your start date, which is anticipated to be June 27, 2016. View More

General. Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the "Plan") shall have the same defined meanings in this Global Restricted Stock Unit Agreement and any terms and conditions applicable to the country included in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the "Appendix") (collectively, this "Agreement"). The Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement... between you and Bunge Limited (the "Company") regarding the Restricted Stock Units ("RSUs") specified in your account. View More

General. Headings in this Agreement are included for reference purposes only and are not to be used in interpreting this Agreement. The exhibits to this Agreement constitute an integral part thereof. Subject to applicable law, no collective bargaining agreement will apply to the relationship between the parties. No failure, delay of forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party's rights and powers under this Agreement, or operate... as a waiver of any breach or nonperformance by either party of any terms of conditions hereof. In the event it is determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination will not affect the remaining provisions of this Agreement unless the business purpose of this Agreement is substantially frustrated thereby. This Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof except for any pre-existing agreements regarding assignment of inventions and/or confidentiality (if any), and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties. The Employee acknowledges and confirms that all terms of Employee's employment are personal and confidential, and undertakes to keep suchterm in confidence and refrain from disclosing such terms to any third party. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Israel, and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be applicable courts in Tel-Aviv. The Employee acknowledges that this Agreement, together with the Exhibits thereto, constitutes a due notice to the Employee of the terms of employment, as required under law. Employee hereby declares that she understands the English language and that she does not need a translation into another language and that she has read and understood everything stated in this agreement and its appendices. View More

General. (a) Notices. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another, or to their permitted transferees if applicable. Notices shall be effective upon receipt. (b) Transferability of Award. The rights of the Grantee pursuant to this Agreement are not transferable by Grantee. No right or benefit... hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Grantee or any permitted transferee thereof. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the Phantom Shares, prior to the lapse of restrictions, that does not satisfy the requirements hereunder shall be void and unenforceable against the Company. (c) Amendment and Termination. No amendment, modification or termination of this Agreement shall be made at any time without the written consent of Grantee and the Company. (d) No Guarantee of Tax Consequences. The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Agreement. The Grantee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding the award of Phantom Shares pursuant to this Agreement and the disposition of any Common Stock acquired thereby. (e) Severability. In the event that any provision of this Agreement shall be held illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had not been included therein. (f) Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Grantee regarding the grant of the Phantom Shares covered hereby. 5 (g) Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Texas law. (h) No Trust or Fund Created. This Agreement shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Grantee or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliates pursuant to this Agreement, such right shall be no greater than the right of any general unsecured creditor of the Company or any Affiliate. (i) Other Laws. The Company retains the right to refuse to issue or transfer any Common Stock if it determines that the issuance or transfer of such shares might violate any applicable law or regulation or entitle the Company to recover under Section 16(b) of the Securities Exchange Act of 1934. (j) Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Grantee. (k) Internal Revenue Code ("IRC") Section 409A. If any payment is made on account of a termination of employment, such termination must constitute a "separation from service" within the meaning of IRC Section 409A and applicable regulations and to the extent the Grantee is a "specified employee" (as defined in IRC Section 409A and applicable regulations), such payment must be delayed until the first day of the 7th month following such separation from service. View More

General. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this... Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Representative. View More