General Contract Clauses (10,920)
Grouped Into 152 Collections of Similar Clauses From Business Contracts
This page contains General clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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.
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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, The persons eligible to receive Awards are Employees and Consultants. Non-employee Directors and Consultants are not eligible to receive Awards under the this Plan. (c) (b) Available Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, and (vii) Performance Cash Awards, and (viii) Other Stock Awards. (d) The Plan also provides for the grant of Performance Cash Awards. (c) Purpose. The Company, by means of the Plan, through the granting of Awards, is intended seeks to help the Company secure and retain the services of the group of persons eligible award recipients, to receive Stock Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which the such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock. Stock through the granting of Stock Awards.
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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 Cerecor, Inc. 2015 Omnibus Incentive
Plan Compensation Plan, (the
"Prior "2015 Plan"). Following the Effective Date, no additional
stock awards may be granted under the
Prior 2015 Plan. Any unallocated shares remaining available for
issuance pursuant to the
exercise grant of
options or issuance or settlement of stock new awards
not previously granted...Prior 2015 Plan as of 12:01 a.m. Pacific time Eastern Standard Time on the Effective Date (the "Prior "2015 Plan's Available Reserve") will cease to be available under the Prior 2015 Plan at such time and will be added to the Share Reserve (as further described defined in Section 3(a) below) 3(a)) and be then immediately available for issuance pursuant to Stock Awards granted hereunder. under this Plan. In addition, from and after 12:01 a.m. Pacific time Eastern Standard Time on the Effective Date, all outstanding stock awards granted under the Prior 2015 Plan and the Cerecor, Inc. 2011 Stock Incentive Plan (the "2011 Plan" and together with the 2015 Plan, the "Prior Plans") will remain subject to the terms of the Prior Plan; 2015 Plan or 2011 Plan, as applicable; provided, however, that the following shares of Common Stock subject to any outstanding stock award granted under the Prior Plans (collectively, the "Prior Plans' Returning Shares") will immediately be added to the Share Reserve (as defined in Section 3(a)) as and when such shares become Prior Plans' Returning Shares and become available for issuance pursuant to Awards granted under this Plan: (i) any shares subject to outstanding such stock awards granted under the Prior Plan award that (i) expire are not issued because such stock award or terminate for any reason prior to exercise or settlement; (ii) are forfeited, cancelled portion thereof expires or otherwise returned terminates without all of the shares covered by such stock award having been issued; (ii) any shares subject to such stock award that are not issued because such stock award or any portion thereof is settled in cash; (iii) any shares issued pursuant to such stock award that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest for the vesting of such shares; or (iii) and (iv) any shares that 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. award. All Awards granted on or after 12:01 a.m. Pacific time Eastern Standard 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. Awards. (c) Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, Options; (ii) Nonstatutory Stock Options, Options; (iii) Stock Appreciation Rights, Rights; (iv) Restricted Stock Awards, Awards; (v) Restricted Stock Unit Awards, Awards; (vi) Performance Stock Awards, Awards; (vii) Performance Cash Awards, 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 1 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.
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General. (a)
Successor Eligible Stock Award Recipients. Stock Awards under the Plan may only be granted to
and Continuation of Prior Plan. The Plan is intended as Employees who satisfy the
successor to and continuation standards for inducement grants under Rule 5635(c)(4) of the
MannKind Corporation 2004 Equity Incentive Plan (the "Prior Plan"). Following the Effective Date, no additional stock awards may NASDAQ Listing Rules. A person who previously served as an Employee or Director shall not be
... class="diff-color-red">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 Stock Awards under the Plan. (c) Plan, other than following a bona fide period of non-employment. (b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Nonstatutory Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) (iii) Restricted Stock Unit Awards, (vi) Performance (iv) Stock Awards, (vii) Performance Cash Awards, Appreciation Rights, and (viii) (v) Other Stock Awards. (d) (c) General Purpose. The Company, by means of the Plan, through the granting of Awards, is intended seeks to help the Company secure and retain the services of the group of persons eligible award recipients, to receive Stock Awards as set forth in Section 1(a), to provide an inducement material for such persons to enter into employment with the Company or an Affiliate within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which the such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock. Stock through the granting of Stock Awards.
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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.
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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, The persons eligible to receive Awards are Employees and Consultants. Non-employee Directors and Consultants are not eligible to receive Awards under the this Plan. (c) (b) Available Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, and (vii) Performance Cash Awards, and (viii) Other Stock Awards. (d) The Plan also provides for the grant of Performance Cash Awards. (c) Purpose. The Company, by means of the Plan, through the granting of Awards, is intended seeks to help the Company secure and retain the services of the group of persons eligible award recipients, to receive Stock Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which the such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock. Stock through the granting of Stock Awards.
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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 Cerecor, Inc. 2015 Omnibus Incentive
Plan Compensation Plan, (the
"Prior "2015 Plan"). Following the Effective Date, no additional
stock awards may be granted under the
Prior 2015 Plan. Any unallocated shares remaining available for
issuance pursuant to the
exercise grant of
options or issuance or settlement of stock new awards
not previously granted...Prior 2015 Plan as of 12:01 a.m. Pacific time Eastern Standard Time on the Effective Date (the "Prior "2015 Plan's Available Reserve") will cease to be available under the Prior 2015 Plan at such time and will be added to the Share Reserve (as further described defined in Section 3(a) below) 3(a)) and be then immediately available for issuance pursuant to Stock Awards granted hereunder. under this Plan. In addition, from and after 12:01 a.m. Pacific time Eastern Standard Time on the Effective Date, all outstanding stock awards granted under the Prior 2015 Plan and the Cerecor, Inc. 2011 Stock Incentive Plan (the "2011 Plan" and together with the 2015 Plan, the "Prior Plans") will remain subject to the terms of the Prior Plan; 2015 Plan or 2011 Plan, as applicable; provided, however, that the following shares of Common Stock subject to any outstanding stock award granted under the Prior Plans (collectively, the "Prior Plans' Returning Shares") will immediately be added to the Share Reserve (as defined in Section 3(a)) as and when such shares become Prior Plans' Returning Shares and become available for issuance pursuant to Awards granted under this Plan: (i) any shares subject to outstanding such stock awards granted under the Prior Plan award that (i) expire are not issued because such stock award or terminate for any reason prior to exercise or settlement; (ii) are forfeited, cancelled portion thereof expires or otherwise returned terminates without all of the shares covered by such stock award having been issued; (ii) any shares subject to such stock award that are not issued because such stock award or any portion thereof is settled in cash; (iii) any shares issued pursuant to such stock award that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest for the vesting of such shares; or (iii) and (iv) any shares that 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. award. All Awards granted on or after 12:01 a.m. Pacific time Eastern Standard 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. Awards. (c) Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, Options; (ii) Nonstatutory Stock Options, Options; (iii) Stock Appreciation Rights, Rights; (iv) Restricted Stock Awards, Awards; (v) Restricted Stock Unit Awards, Awards; (vi) Performance Stock Awards, Awards; (vii) Performance Cash Awards, 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 1 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.
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General. (a)
Successor Eligible Stock Award Recipients. Stock Awards under the Plan may only be granted to
and Continuation of Prior Plan. The Plan is intended as Employees who satisfy the
successor to and continuation standards for inducement grants under Rule 5635(c)(4) of the
MannKind Corporation 2004 Equity Incentive Plan (the "Prior Plan"). Following the Effective Date, no additional stock awards may NASDAQ Listing Rules. A person who previously served as an Employee or Director shall not be
... class="diff-color-red">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 Stock Awards under the Plan. (c) Plan, other than following a bona fide period of non-employment. (b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Nonstatutory Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) (iii) Restricted Stock Unit Awards, (vi) Performance (iv) Stock Awards, (vii) Performance Cash Awards, Appreciation Rights, and (viii) (v) Other Stock Awards. (d) (c) General Purpose. The Company, by means of the Plan, through the granting of Awards, is intended seeks to help the Company secure and retain the services of the group of persons eligible award recipients, to receive Stock Awards as set forth in Section 1(a), to provide an inducement material for such persons to enter into employment with the Company or an Affiliate within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which the such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock. Stock through the granting of Stock Awards.
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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.
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General. (a) Purpose.
Tyra Biosciences, Mohawk Group Holdings, Inc. (the "Company") hereby establishes this
2019 "Mohawk Group Holdings, Inc. 2018 Equity Incentive
Plan (the Plan" (this "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 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, Investor Director Providers or non-Employees, non-Consultants, non-Directors individuals or Persons 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, Awards of Options, Restricted and Unrestricted Shares, and RSUs, subject to the terms of this Plan. (c) Definitions. Capitalized terms in this Plan are defined in Section 23. 22. (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). Board. (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 any Affiliate benefit plan, except to the extent otherwise expressly provided in writing in such other plan.
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General. (a) Purpose.
Tyra Biosciences, AvidXchange Holdings, Inc.
(the "Company") hereby establishes this
2019 Equity AvidXchange Holdings, Inc. 2021 Long-Term Incentive Plan (the "Plan"). This Plan is
intended: 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 and Directors (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. 24. (d) Effective Date. This Stockholder Approval. The Plan shall become effective on is subject to approval by the stockholders of the Company within twelve (12) months after the date it on which the Plan is approved adopted by the Board and such approval shall be obtained by a majority of votes cast at a duly held meeting of the Company's stockholders (or 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). 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 any Affiliate benefit plan, except to the extent otherwise expressly provided in writing in such other plan.
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General. (a) Purpose.
Tyra Biosciences, Inc. (the "Company") MCAP Acquisition Corporation hereby establishes this
2019 Equity MCAP Acquisition Corporation 2021 Long-Term Incentive Plan (the "Plan"). This Plan is
intended: 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 and Directors (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. 24. (d) Effective Date. This Stockholder Approval. The Plan shall become effective on is subject to approval by the stockholders of the Company within twelve (12) months after the date it on which the Plan is approved adopted by the Board and such approval shall be obtained by a majority of votes cast at a duly held meeting of the Company's stockholders (or 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). 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 any Affiliate benefit plan, except to the extent otherwise expressly provided in writing in such other plan.
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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.
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General. (a) Purpose.
Tyra Biosciences, Mohawk Group Holdings, Inc. (the "Company") hereby establishes this
2019 "Mohawk Group Holdings, Inc. 2018 Equity Incentive
Plan (the Plan" (this "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 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, Investor Director Providers or non-Employees, non-Consultants, non-Directors individuals or Persons 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, Awards of Options, Restricted and Unrestricted Shares, and RSUs, subject to the terms of this Plan. (c) Definitions. Capitalized terms in this Plan are defined in Section 23. 22. (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). Board. (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 any Affiliate benefit plan, except to the extent otherwise expressly provided in writing in such other plan.
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General. (a) Purpose.
Tyra Biosciences, AvidXchange Holdings, Inc.
(the "Company") hereby establishes this
2019 Equity AvidXchange Holdings, Inc. 2021 Long-Term Incentive Plan (the "Plan"). This Plan is
intended: 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 and Directors (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. 24. (d) Effective Date. This Stockholder Approval. The Plan shall become effective on is subject to approval by the stockholders of the Company within twelve (12) months after the date it on which the Plan is approved adopted by the Board and such approval shall be obtained by a majority of votes cast at a duly held meeting of the Company's stockholders (or 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). 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 any Affiliate benefit plan, except to the extent otherwise expressly provided in writing in such other plan.
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General. (a) Purpose.
Tyra Biosciences, Inc. (the "Company") MCAP Acquisition Corporation hereby establishes this
2019 Equity MCAP Acquisition Corporation 2021 Long-Term Incentive Plan (the "Plan"). This Plan is
intended: 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 and Directors (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. 24. (d) Effective Date. This Stockholder Approval. The Plan shall become effective on is subject to approval by the stockholders of the Company within twelve (12) months after the date it on which the Plan is approved adopted by the Board and such approval shall be obtained by a majority of votes cast at a duly held meeting of the Company's stockholders (or 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). 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 any Affiliate benefit plan, except to the extent otherwise expressly provided in writing in such other plan.
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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.
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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 Eighth Supplemental Indenture is in all respects ratified and confirmed, and this
Fourth Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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.
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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.
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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 Eighth Supplemental Indenture is in all respects ratified and confirmed, and this
Fourth Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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.
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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 [·], [·].
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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 this 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 [·], [·]. [], [].
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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 [·], [·].
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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 this 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 [·], [·]. [], [].
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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.
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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 EX-10.7 15 d633600dex107.htm EX-10.7 EX-10.7 Exhibit 10.8 10.7 POSEIDA THERAPEUTICS, INC. June 13, 2016 Matthew Spear, M.D. 4 Top of State Lane Wilmington, DE 19807 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.
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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.
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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 EX-10.7 15 d633600dex107.htm EX-10.7 EX-10.7 Exhibit 10.8 10.7 POSEIDA THERAPEUTICS, INC. June 13, 2016 Matthew Spear, M.D. 4 Top of State Lane Wilmington, DE 19807 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.
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