General Contract Clauses (10,811)

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

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

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

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

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

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

General. This Agreement constitutes the entire agreement of the parties concerning the subject hereof and supersedes all prior and contemporaneous understandings and communications relating thereto. (b) Waiver or Modification. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of... this Agreement. This Agreement may not be modified or amended except by writing signed by both parties, provided, however, that the sending of an email from either party's email account, when received by the other party, shall constitute a "signature" for purposes of this provision. (c) Notices. Any writing written notice or consent required or permitted hereunder may be given electronically, including by email, or by mail or delivery, as follows: If to the Consultant: by email to [email protected]; or by U.S. Mail or delivery to: John S. Roberts 11 Mitchellwood Drive Falmouth, ME 04105-1244 If to the Company: by email addressed to [email protected]; or by U.S. Mail or delivery to: Chief Legal Officer Assurant, Inc. One Chase Manhattan Plaza 41st Floor New York, NY 10005 (d) Severability. It is expressly understood and agreed that although the Consultant and the Company consider the restrictions contained in this Agreement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or any other restriction contained in this Agreement is an unenforceable restriction against the Consultant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and to such maximum extent as such court may judicially determine or indicate to be enforceable (provided that in no event shall any such amendment broaden the time period or scope of any restriction herein). Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. View More

General. A deferred stock unit ("Stock Unit") represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, one share of Common Stock after vesting.2.Vesting. Subject to your continued employment, [PERCENTAGE] of the Stock Units will vest on the 15th of the month in which the [VESTING DATE(S)] of the grant date of the Award occurs. [Each] date on which a Stock Unit is scheduled to vest pursuant to this Section II.B.2. is [a]... "Scheduled Vesting Date." In the event of your termination of employment or the occurrence of your Permanent Disability (as defined in Section V.D.) prior to [a] Scheduled Vesting Date, your right to any Stock Units that are unvested immediately prior to your termination of employment or occurrence of your Permanent Disability, as applicable, will be determined in accordance with Section III. below. For the avoidance of doubt, the date of your termination of employment for purposes of determining vesting under this Section II.B.2. will be determined in accordance with Section III.E.3.Dividend Equivalents. For each outstanding Stock Unit covered by the Award, an amount equal to the dividend payment (if any) made in respect of one share of Common Stock (a "Dividend Equivalent") will accrue in U.S. dollars on each dividend record date that occurs on or after the grant date of the Award while the Award is outstanding, with no interest paid on such amounts. Accrued Dividend Equivalents will vest when the Stock Units in respect of which such Dividend Equivalents were accrued vest. Accrued Dividend Equivalents will not be paid, and no further Dividend Equivalents will accrue, on Stock Units that do not vest or are cancelled or forfeited.4.Delivery. a.Shares of Common Stock deliverable in respect of the Stock Units covered by the Award shall be delivered to you as soon as practicable after vesting, and in no event later than 60 days after vesting.b.The value of vested Dividend Equivalents will be delivered to you in cash as soon as practicable after vesting and in no event later than 60 days after vesting.c.The delivery of shares of Common Stock and/or cash or other property that may be deliverable under these Terms and Conditions, is conditioned on the satisfaction or withholding of any applicable tax obligations, as described in Section II.C. 1 d.Any shares of Common Stock and/or cash or other property that may be deliverable following your death shall be delivered to the person or persons to whom your rights pass by will or the law of descent and distribution, and such delivery shall completely discharge Marsh & McLennan Companies and any of its subsidiaries' or affiliates' obligations under the Award. e.Notwithstanding the foregoing, additional delivery rules for certain Award recipients subject to U.S. federal income tax (whether or not the recipient is a U.S. citizen or employed in the U.S.) are reflected in Section III.H.C.Satisfaction of Tax Obligations. View More

General. This Agreement shall be construed and interpreted according to the laws of the State of Tennessee. The foregoing contains the entire and only agreement between the parties respecting the subject matter hereof, and any representation, promise, or condition in connection therewith not incorporated herein shall not be binding upon either party. The headings of the various sections of this Agreement are for convenience of reference only, and shall not modify, define, limit or expand the express... provisions of this Agreement. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company. View More

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