Grouped Into 75 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.View More
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. View More
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...under the 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. View More
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 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. 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. (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. View More
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 stoc...kholders; 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. View More
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 Compa...ny'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. 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 he...rein 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. 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. 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 ackno...wledges 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 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 furt...her 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 Compa...ny'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. 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 Compa...ny'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. 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 St...ates. 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 info@cyclerion.com 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. 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 St...ates. 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 Mark Currie Mark Currie EX-10.12 10 a19-7596_1ex10d12.htm EX-10.12 Exhibit 10.11 10.12 301 Binney Street Cambridge, MA 02142 (857) 327-8778 info@cyclerion.com cyclerion.com 3/11/19 Peter Hecht 17 Duffield Road Newton, Mark Currie 197 8th Street PH 21 Charlestown, MA 02466 02129 Re: Offer of Transfer to Cyclerion Dear Peter: Mark: 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. SHARES SUBJECT TO THE PLAN 1 3. ELIGIBILITY AND LIMITATIONS 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS 7 6. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS 9 7. ADMINISTRATION 11 8. TAX WITHHOLDING 14 9. MISCELLANEOUS 15 10. COVENANTS OF THE COMPANY 18 11. ADDITIONAL RULES FOR AWARDS SUBJECT TO SECTION 409A 19 12. SEVERABILITY 22 13. TERMINATION OF THE PLAN 22 14. DEFINITIONS 23 i.
General. SHARES SUBJECT TO THE PLAN 1 2. Shares Subject to the Plan. 1 3. ELIGIBILITY AND LIMITATIONS Eligibility and Limitations. 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS Options and Stock Appreciation Rights. 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS Awards Other Than Options and Stock Appreciation Rights. 7 6. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS Adjustments upon Changes in Common Stock; Other Corporate Events. 9 7. ADMINISTRATION Administration. 12 8. ...Tax Withholding 15 9. Miscellaneous. 16 10. Covenants of the Company. 19 11. 8. TAX WITHHOLDING 14 9. MISCELLANEOUS 15 10. COVENANTS OF THE COMPANY 18 11. ADDITIONAL RULES FOR AWARDS SUBJECT TO SECTION 409A Additional Rules for Awards Subject to Section 409A. 19 12. SEVERABILITY 22 Severability. 23 13. TERMINATION OF THE PLAN 22 Termination of the Plan. 23 14. DEFINITIONS 23 Definitions. 24 i. View More
General. SHARES SUBJECT TO THE PLAN 1 2. Shares Subject to the Plan. 1 3. ELIGIBILITY AND LIMITATIONS Eligibility and Limitations. 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS Options and Stock Appreciation Rights. 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS Awards Other Than Options and Stock Appreciation Rights. 7 6. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS OpCo Units. 9 7. ADMINISTRATION 11 Adjustments upon Changes in Common Stock; Other Corporate Events. 10 8. T...AX WITHHOLDING 14 Administration. 12 9. MISCELLANEOUS Tax Withholding 15 10. COVENANTS OF THE COMPANY 18 Miscellaneous. 16 11. ADDITIONAL RULES FOR AWARDS SUBJECT TO SECTION 409A Covenants of the Company. 19 12. SEVERABILITY 22 Additional Rules for Awards Subject to Section 409A. 19 13. TERMINATION OF THE PLAN 22 Severability. 23 14. DEFINITIONS Termination of the Plan. 23 15. Definitions. 24 i. View More
General. 4.1 The Company, hereby (i) acknowledges and agrees that all of its obligations under the RIPA and each other Transaction Document and under any other document or instrument executed and delivered or furnished in connection with such Transaction Documents are reaffirmed and remain in full force and effect on a continuous basis, including, for the avoidance of doubt, after giving effect to this Amendment, (ii) acknowledges, agrees and reaffirms that each Lien granted by it to Purchaser Agent unde...r the Transaction Documents for the ratable benefit of the Purchasers is and shall remain in full force and effect after giving effect to this Amendment and (iii) agrees that the Obligations secured by the Security Agreement and each other Transaction Document to which it is a party shall include all Obligations arising after giving effect to this Amendment. 4.2 (i) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any rights, power or remedy of the Purchasers or the Purchaser Agent under the RIPA or any other documents executed in connection with the RIPA or constitute a waiver of any provision of the RIPA or any other document executed in connection therewith and (ii) this Amendment shall not by implication, course of dealing or otherwise limit, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements in the Transaction Documents, in each case, except to the extent limited, modified, amended or affected by this Amendment. 4.3 Except as expressly modified by this Amendment, the terms and provisions of the RIPA shall remain unchanged and in full force and effect in accordance with its terms. 4.4 This Amendment shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the state of New York, without giving effect to the principles of conflicts of law thereof. 4.5 The provisions of Sections 8.02 (Notice), 8.07 (Entire Agreement), 8.08 (Amendments, No Waivers), 8.11 (Counterparts; Effectiveness), and 8.14(b) and (c) (Jurisdiction) of the RIPA are hereby incorporated by reference into this Amendment, mutatis mutandis.View More
General. 4.1 The Company hereby represents and warrants to the Purchaser Agent and the Purchasers, as of the First Amendment Effective Date, the following: 4.1.1 The Company has all necessary power and authority to enter into, execute and deliver this Amendment and to perform all of the obligations to be performed by it under this Amendment and to consummate the transactions contemplated hereunder. This Amendment has been duly authorized, executed and delivered by the Company, and the Amendment constitut...es the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or general equitable principles; 4.1.2 The execution and delivery by the Company of the Amendment, and the performance by the Company of its obligations hereunder, does not require any notice to, action or consent by, or in respect of, or filing with, any Governmental Authority, except for any filings with the SEC; and 4.1.3 All information heretofore furnished to the Purchaser Agent or any Purchaser by or on behalf of the Company for purposes of or in connection with this Amendment or any transaction contemplated hereby, after giving effect to all supplements thereto made prior to the Second Amendment Effective Date, is or will be, true, complete and correct in every material respect; provided that projections and other forward looking information are based on reasonable estimates on the date as of which such information is stated or certified (it being understood that forecasts and projections are subject to contingencies and no assurance can be given that any forecast or projection will be realized). 4.2 The Company, hereby (i) acknowledges and agrees that all of its obligations under the RIPA and each other Transaction Document and under any other document or instrument executed and delivered or furnished in connection with such Transaction Documents are reaffirmed and remain in full force and effect on a continuous basis, including, for the avoidance of doubt, after giving effect to this Amendment, (ii) acknowledges, agrees and reaffirms that each Lien granted by it to Purchaser Agent under the Transaction Documents (including, prior to any Transfer permitted by Section 5.10(a)(x)(K), on the Specified Priority Review Voucher) for the ratable benefit of the Purchasers is and shall remain in full force and effect after giving effect to this Amendment and (iii) agrees that the Obligations secured by the Security Agreement and each other Transaction Document to which it is a party shall include all Obligations arising after giving effect to this Amendment. 4.2 4.3 The Company shall pay to the Purchaser Agent all Reimbursable Expenses (including reasonable attorneys' fees and expenses) for documentation and negotiation of this Amendment, or otherwise submitted in writing for reimbursement prior to the date of this Amendment, in each case in accordance with Section 2.02(b) of the RIPA. 4.4 (i) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any rights, power or remedy of the Purchasers or the Purchaser Agent under the RIPA or any other documents executed in connection with the RIPA or constitute a waiver of any provision of the RIPA or any other document executed in connection therewith and (ii) this Amendment shall not by implication, course of dealing or otherwise limit, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements in the Transaction Documents, in each case, except to the extent limited, modified, amended or affected by this Amendment. 4.3 4.5 Except as expressly modified by this Amendment, the terms and provisions of the RIPA shall remain unchanged and in full force and effect in accordance with its terms. 4.4 In the event of any inconsistencies between the provisions of this Amendment and the provisions of RIPA or any other Transaction Document, the provisions of this Amendment shall govern and prevail. For the avoidance of doubt, this Amendment is a Transaction Document. 4.6 This Amendment shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the state of New York, without giving effect to the principles of conflicts of law thereof. 4.5 4.7 The provisions of Sections 8.02 (Notice), 8.07 (Entire Agreement), 8.08 (Amendments, No Waivers), 8.11 (Counterparts; Effectiveness), and 8.14(b) and (c) (Jurisdiction) of the RIPA are hereby incorporated by reference into this Amendment, mutatis mutandis. View More
General. 4.1 8.1 The Company, hereby (i) acknowledges and agrees that all of its obligations under the RIPA and each other Transaction Document and under any other document or instrument executed and delivered or furnished in connection with such Transaction Documents are reaffirmed and remain in full force and effect on a continuous basis, including, for the avoidance of doubt, after giving effect to this Amendment, (ii) acknowledges, agrees and reaffirms that each Lien granted by it to Purchaser Agent ...under the Transaction Documents for the ratable benefit of the Purchasers (except as contemplated by this Amendment with respect to the Blocked Account (as defined in Section 4.12 of the Original Security Agreement)) is and shall remain in full force and effect after giving effect to this Amendment and (iii) agrees that the Obligations secured by the Security Agreement and each other Transaction Document to which it is a party shall include all Obligations arising after giving effect to this Amendment. 4.2 8.2 (i) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any rights, power or remedy of the Purchasers or the Purchaser Agent under the RIPA or any other documents executed in connection with the RIPA or constitute a waiver of any provision of the RIPA or any other document executed in connection therewith therewith, in each case, except as expressly provided herein, and (ii) this Amendment shall not by implication, course of dealing or otherwise limit, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements in the Transaction Documents, in each case, except to the extent limited, modified, amended amended, waived or affected by this Amendment. 4.3 8.3 Except as expressly modified or waived by this Amendment, the terms and provisions of the RIPA shall remain unchanged and in full force and effect in accordance with its terms. 4.4 In the event of any inconsistencies between the provisions of this Amendment and the provisions of RIPA, the Security Agreement or any other Transaction Document, the provisions of this Amendment shall govern and prevail. For the avoidance of doubt, this Amendment is a Transaction Document. 8.4 This Amendment shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the state of New York, without giving effect to the principles of conflicts of law thereof. 4.5 8.5 The provisions of Sections 8.02 (Notice), (Notice) (except as amended by this Amendment), 8.07 (Entire Agreement), 8.08 (Amendments, No Waivers), 8.11 (Counterparts; Effectiveness), and 8.14(b) and (c) (Jurisdiction) of the RIPA are hereby incorporated by reference into this Amendment, mutatis mutandis. View More
General. (a) The Notice of Grant shall be governed by and construed under the laws of the State of Michigan. (b) The Notice of Grant, including this Restricted Cash Retention Award Agreement and its Exhibits, represent the entire agreement between the parties with respect to the Restricted Award granted to the Participant. (c) Any notice, demand or request required or permitted to be delivered by either the Company or the Participant pursuant to the terms of the Notice of Grant shall be in writing and sh...all be deemed given when delivered personally, deposited with an international courier service, or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to (i) the Participant at the addresses set forth in the Notice of Grant or as the Participant may request by notifying the Company in writing and (ii) the Company at its corporate headquarters to the attention of its Chief Financial Officer. (d) The rights of the Company under the Notice of Grant shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company's successors and assignees. The rights and obligations of the Participant under the Notice and Agreement may only be assigned with the prior written consent of the Company. (e) Upon a request by the Company to the Participant, the Participant agrees to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of the Notice of Grant. (f) Participant acknowledges and agrees that the Restricted Award granted pursuant to the Notice of Grant shall be vested only by providing Continuous Service through the Vesting Date as an Employee. (g) If any term, provision, covenant, paragraph, or condition of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that provision shall be modified or eliminated to the minimum extent necessary so this Agreement shall otherwise remain enforceable in full force and effect. EXHIBIT A: TO THE 2020 NOTICE OF GRANT AND RESTRICTED CASH RETENTION AWARD AGREEMENT As a condition precedent to the Company granting you the Restricted Award, and in order to receive any cash payments pursuant to such grant, Participant must have complied with the following restrictive conditions, through and including the Vesting Date and any post-employment restrictions that are applicable. Any capitalized term in this Exhibit A that is not defined herein shall have the meaning set forth in the Notice of Grant and Restricted Cash Retention Award Agreement.View More
General. (a) The Notice of Grant and Agreement shall be governed by and construed under the laws of the State of Michigan. (b) The Notice of Grant, including this Restricted Cash Retention Award and Agreement and its Exhibits, the Plan, which is incorporated herein by reference, represent the entire agreement between the parties with respect to the Restricted Award RSUs granted to the Participant. Except as provided in Section 10(a) of the Notice and Agreement, in which case, the Notice and Agreement con...trol, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Notice and Agreement, the terms and conditions of the Plan shall prevail. (c) Any notice, demand or request required or permitted to be delivered by either the Company or the Participant pursuant to the terms of the Notice of Grant and Agreement shall be in writing and shall be deemed given when delivered personally, deposited with an international courier service, or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to (i) the Participant at the addresses set forth in the Notice of Grant or as the Participant may request by notifying the Company in writing and (ii) the Company at its corporate headquarters to the attention of its Chief Financial Officer. (d) The rights of the Company under the Notice of Grant and Agreement and the Plan shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, by the Company's successors and assignees. The rights and obligations of the Participant under the Notice and Agreement may only be assigned with the prior written consent of the Company. (e) Upon a request by the Company to the Participant, the Participant agrees to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of the Notice of Grant. and Agreement. (f) Participant acknowledges and agrees that the Restricted Award RSUs granted pursuant to the Notice of Grant and Agreement shall be vested only by providing Continuous Service through the Vesting Date Date(s) as an Employee. (g) If Employee, Consultant or Director, and not through the mere act of being hired or appointed to any term, provision, covenant, paragraph, or condition of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that provision shall be modified or eliminated to the minimum extent necessary so this Agreement shall otherwise remain enforceable in full force and effect. foregoing positions. 3 EXHIBIT A: TO THE 2020 NOTICE OF GRANT AND RESTRICTED CASH RETENTION AWARD STOCK UNIT AGREEMENT As To the extent permitted by applicable law, as a condition precedent to the Company granting you the Restricted Award, RSUs, and in order to receive any cash Shares or other payments pursuant to such grant, Participant must have complied with the following restrictive conditions, through and including the Vesting Date and any post-employment restrictions that are applicable. Any capitalized term in this Exhibit A that is not defined herein shall have the meaning set forth in the Notice of Grant and Restricted Cash Retention Award Agreement.View More
