Grouped Into 16 Collections of Similar Clauses From Business Contracts
This page contains Plan clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Plan. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority ...on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.View More
Plan. The Award and all rights of the Participant under this Agreement are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan shall govern, except as otherwise provided expressly herein. The Participant agrees to be bound by the terms of the Plan and this ...Agreement. The Participant acknowledges having read and understanding understood the Plan, the Prospectus for the Plan, Plan and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator Compensation Committee do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator Compensation Committee so conferred by appropriate action of the Board or the Administrator Compensation Committee under the Plan after the date hereof. Notwithstanding anything herein to the contrary, if pursuant to the terms of any written change in control or other agreement (the delivery of which has been authorized by the Board), between the Corporation (or any Subsidiary), on the one hand, and the Participant, on the other, the Participant's Performance Awards hereunder would vest or become payable earlier or in a manner other than as provided in this Agreement, then (subject to Section 7(e)) the terms of such change in control or other agreement shall control the vesting and payment thereof. View More
Plan. The Award and all rights of the Participant Grantee under this Award Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by this reference. The Participant Grantee agrees to be bound by the terms of the Plan and of this Award Agreement. The Participant Grantee acknowledges having read reading and understanding the Plan, the Prospectus prospectus for the Plan, and this Award Agreement. Unless otherwise... expressly provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof. View More
Plan. The Award and all rights of the Participant Director under this Award Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant Director agrees to be bound by the terms of the Plan and this Award Agreement. The Participant Director acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly provided in other sections of this Award Agreement, provisio...ns of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant Director unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after with the date stated intention that such action be applicable to this Award.10. Entire Agreement. This Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 8.6 of the Plan. Any such amendment must be in writing and signed by the Corporation. Any such amendment that materially and adversely affects the Director's rights under this Award Agreement requires the consent of the Director in order to be effective with respect to the Award. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Director hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.11. Limitation on Director's Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Award Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Director shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Stock Units, as and when payable hereunder. View More
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
Plan. The terms and provisions of the Plan are incorporated herein by reference. reference, and the Participant hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan this Agreement shall govern and control.
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, Restricted Stock Unit Agreement (including the Grant Notice), the Plan shall govern and control.
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, Option Agreement (including the Grant Notice), the Plan shall govern and control.
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Agreement, the Plan shall govern and control. EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 Exhibit 10.21 RESTRICTED STOCK GRANT NOTICEUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health Inc. (the "Company"), pursuant to its 201...4 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Date of Grant] Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of the Restricted Stock Units will vest on [__________________]; [provided, however, that in the event that (i) the Participant undergoes a Termination as a result of such Participant's death or Disability, or (ii) a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 3 RESTRICTED STOCK AGREEMENTUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Agreement (this "Restricted Stock Agreement") and the Adeptus Health Inc. 2014 Omnibus Incentive Plan (the "Plan"), Adeptus Health Inc. (the "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.View More
Plan. The terms Option and provisions all rights of the Plan Optionee with respect thereto are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan subject to, and the provisions of this Restricted Stock Agreement, the Plan shall govern and control. EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 Exhibit 10.21 RESTRICTED STOCK GRANT NOTICEUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN(Non-Employee Directo...rs) Adeptus Health Inc. (the "Company"), pursuant Optionee agrees to its 2014 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to be bound by, all of the terms and conditions as of the provisions of the Plan, incorporated herein by reference, to the extent such provisions are applicable to Awards granted thereunder. The Optionee acknowledges receipt of a copy of the Plan, which is made a part hereof by this reference, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board do not (and shall not be deemed to) create any rights in the Optionee unless such rights are expressly set forth herein, herein or are otherwise in the Restricted Stock Agreement (attached hereto or previously provided sole discretion of the Board specifically so conferred by appropriate action of the Board under the Plan after the date hereof. ACKNOWLEDGE AND AGREED TO: Zeta Global Holdings Corp. Optionee: a Delaware corporation By: _____________________________________ _______________________________________________ Name: Steven Vine Signature Title: Secretary 3 EX-10.9 15 d379381dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 ZETA GLOBAL HOLDINGS CORP. STOCK OPTION AGREEMENT 2017 EQUITY INCENTIVE PLAN Optionee: As Set forth in Carta. Award Date: As set forth in Carta. Exercise Price (Per Share): $4.86. Number of Shares Subject to Option: As set forth in Carta. Expiration Data: Ten (10) Years. Type of Grant: ISO. Vesting Schedule: The options shall vest over a period of four years. The first 25% shall vest on the first anniversary of the date of grant set forth above and an additional 6.25% shall vest on each quarterly anniversary thereafter until 100% of the Options shall have vested. THIS AGREEMENT is among Zeta Global Holdings Corp., a Delaware corporation (the "Company"), and is granted pursuant to and subject to the Participant in connection with a prior grant), terms and conditions set forth in the Plan, all of which are incorporated herein in their entirety. Zeta Global Holdings Corp. 2017 Equity Incentive Plan (the "Plan"). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan. WHEREAS, pursuant to the Plan, the Company has granted to the Optionee with reference to services rendered and to be rendered to the Company, effective as of the Award Date, an Option upon the terms and conditions set forth herein and in the Plan. Participant: [Insert Participant Name] Date NOW THEREFORE, in consideration of Grant: [Insert Date services rendered and to be rendered prior to exercise by the Optionee and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows: 1. Exercisability of Grant] Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Granted] Option. The Option shall vest and become exercisable during its term in accordance with the Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of the Restricted Stock Units will vest on [__________________]; [provided, however, that in the event that (i) the Participant undergoes a Termination Schedule as a result of such Participant's death or Disability, or (ii) a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 3 RESTRICTED STOCK AGREEMENTUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), set forth above and with and subject to the terms applicable provisions of the Plan and this Restricted Stock Agreement (this "Restricted Stock Agreement") Agreement. The Option may be exercised only to the extent the Option is exercisable and vested, and, In no event may the Adeptus Health Inc. 2014 Omnibus Incentive Plan (the "Plan"), Adeptus Health Inc. (the "Company") and Optionee exercise the Participant agree Option after the Expiration Date as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. provided above. View More
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control. EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 EX-10.6 7 chng-20220630xex10_6.htm EX-10.6 Exhibit 10.21 106 Exhibit AU.S. Form - Executives RESTRICTED STOCK UNIT GRANT NOTICEUNDER THEAdeptus Health Inc.2014 THECHANGE HE...ALTHCARE INC.2019 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health Inc. PLAN Change Healthcare Inc., a Delaware corporation (the "Company"), pursuant to its 2014 2019 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock Units set forth below. The shares of Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant:[Insert Participant Name] Date of Grant: [Insert Date of Grant] Grant:[Insert Date] Vesting Commencement Date:[Insert Date] Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Units:[Insert No. of RSUs Granted] Vesting Schedule: Provided Schedule:Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of event), the Restricted Stock Units will vest in twelve equal quarterly installments over three years from the Vesting Commencement Date, such as to be 100% vested on [__________________]; [provided, however, the date that is third anniversary of the Vesting Commencement Date (each such quarterly vesting date, a "Vesting Date"). Notwithstanding the foregoing, in the event that (i) the Participant undergoes a Termination (i) as a result of such the Participant's death or Disability, or (ii) a Change in Control occurs, such prior to any Vesting Date, the Participant shall fully vest in such the Participant's then-unvested Restricted Stock Units.] *** 2 Units; (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); or (iii) (A) by the Service Recipient without Cause or (B) by the Participant for Good Reason, in each case, on or within 12 months following a Change in Control, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units; provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the termination date. Definition:"Good Reason" means (i) a material diminution in the Participant's authority, title, duties or responsibilities, or the assignment to the Participant of any duties inconsistent with the Participant's position; (ii) a material reduction in the Participant's base salary or target bonus opportunity; (iii) a relocation by more than 50 miles of the Participant's principal place of employment; or (iv) a material reduction in the level of employee benefits provided to the Participant. * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 1To CHANGE HEALTHCARE Inc.Participant ________________________________________________________________By: Title: __________________________ 1. To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 3 RESTRICTED STOCK UNIT AGREEMENTUNDER THEAdeptus Health Inc.2014 THEchange healthcare INC.2019 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Adeptus Health Change Healthcare Inc. 2014 2019 Omnibus Incentive Plan (the "Plan"), Adeptus Health Inc. Change Healthcare Inc., a Delaware corporation (the "Company") "Company"), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Agreement, Option Agreement (including the Grant Notice), the Plan shall govern and control. EX-10.21 EX-10.2 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 exhibit102.htm EXHIBIT 10.2 Exhibit 10.21 RESTRICTED STOCK Exhibit 10.2OPTION GRANT NOTICEUNDER THEAdeptus Health Inc.2014 T...HEGATES INDUSTRIAL CORPORATION PLC2018 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health Inc. PLANGates Industrial Corporation plc (the "Company"), pursuant to its 2014 2018 Omnibus Incentive Plan Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock Options (each Option representing the right to purchase one Ordinary Share) set forth below, at an Exercise Price per share as set forth below. The shares of Restricted Stock Options are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Option Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Plan.Participant:[Insert Participant Name] Date Name]Date of Grant: [Insert Date Grant Date]Vesting Commencement Date:[Insert Vesting Commencement Date]Number of Grant] Options: [Insert Number of Shares Options]Exercise Price: [Insert Exercise Price]Option Period Expiration Date: [Insert Expiration Date]Type of Restricted Stock: [Insert No. of Shares of Restricted Option: Non-qualified Stock Granted] Vesting Schedule: Provided OptionVesting Schedule:Provided that the Participant has not undergone a Termination at prior to the time of each applicable vesting date (or event): [___]% event):•25% of the Restricted Stock Units Options will vest and become exercisable on [__________________]; [provided, the first anniversary of the Vesting Commencement Date;•25% of the Options will vest and become exercisable on the second anniversary of the Vesting Commencement Date;•25% of the Options will vest and become exercisable on the third anniversary of the Vesting Commencement Date; and•The remaining unvested Options will vest and become exercisable on the fourth anniversary of the Vesting Commencement Date;provided, however, that the Options shall fully vest and become exercisable in the event that following circumstances: (i) if the Participant undergoes a Termination as a result of such Participant's death or Disability, or (ii) Disability; or(ii) immediately prior to a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 Control. * * *GATES INDUSTRIAL CORPORATION PLC___________________________________ By: Title: THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK OPTION GRANT NOTICE, THE RESTRICTED STOCK OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK OPTION GRANT NOTICE, THE RESTRICTED STOCK OPTION AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 1To PLAN.PARTICIPANT1 _____________________________________________________________1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 3 RESTRICTED STOCK hereto. OPTION AGREEMENTUNDER THEAdeptus Health Inc.2014 THEGATES INDUSTRIAL CORPORATION PLC2018 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Option Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Option Agreement (this "Restricted Stock "Option Agreement") and the Adeptus Health Inc. 2014 Gates Industrial Corporation plc 2018 Omnibus Incentive Plan Plan, as it may be amended and restated from time to time (the "Plan"), Adeptus Health Inc. Gates Industrial Corporation plc (the "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control. EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 Exhibit 10.55 Final Version Stock-Settled RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCENTIVE PLAN Change Healthcare Inc., a Delaware corporation (the "Co...mpany"), pursuant to its 2019 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: [Insert Date] Number of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), a "Vesting Date"). Notwithstanding the foregoing, in the event that the Participant undergoes a Termination (i) as a result of the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE INC. PARTICIPANT2 By: Title: 2 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Change Healthcare Inc. 2019 Omnibus Incentive Plan (the "Plan"), Change Healthcare Inc., a Delaware corporation (the "Company"), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.View More
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control. EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 7 EX-10.2 3 d732679dex102.htm EX-10.2 EX-10.2 Exhibit 10.55 Final Version Stock-Settled 10.2 Executive Form RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCE...NTIVE PLAN Cash-Settled Change Healthcare Inc., a Delaware corporation (the "Company"), pursuant to its 2019 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: [Insert Date] Number of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% 100% of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), anniversary, a "Vesting Date"). Notwithstanding the foregoing, in the event that the Participant undergoes a Termination (i) as a result of the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or Units; (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); or (iii) (A) by the Service Recipient without Cause or (B) by the Participant for Good Reason, in each case, on or within 12 months following a Change in Control, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units; provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. Definition: "Good Reason" means (i) a material diminution in the Participant's authority, title, duties or responsibilities, or the assignment to the Participant of any duties inconsistent with the Participant's position; (ii) a material reduction in the Participant's base salary or target bonus opportunity; (iii) relocation by more than 50 miles of the Participant's principal place of employment; or (iv) a material reduction in the level of employee benefits provided to the Participant. * * * 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE INC. PARTICIPANT2 PARTICIPANT By: Title: 2 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Change Healthcare Inc. 2019 Omnibus Incentive Plan (the "Plan"), Change Healthcare Inc., a Delaware corporation (the "Company"), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control. EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 5 EX-10.18 13 d793464dex1018.htm EX-10.18 EX-10.18 Exhibit 10.55 Final Version Stock-Settled 10.18 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CHANGE HEALTHCARE PATRIOT NATIONAL, INC. 2019 201...4 OMNIBUS INCENTIVE PLAN Change Healthcare Inc., a Delaware corporation (Employees) Patriot National, Inc. (the "Company"), pursuant to its 2019 2014 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock Units set forth below. The shares of Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: Date of Grant] Number of Shares of Restricted Stock: [Insert Date] Number No. of Shares of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% • 100% of the Restricted Stock Units will vest on the second anniversary of date that is 180 days following the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary closing of the initial public offering of the Company, Company. In addition, (i) in the event of a Change in Control and the Participant's employment is terminated without Cause during the 24 month period following such Change in Control, the shares of Restricted Stock, to the extent not then 25% of the Restricted Stock Units will instead vested, shall fully vest on the later date of (x) the first anniversary such termination of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; employment and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), a "Vesting Date"). Notwithstanding the foregoing, in the event that the Participant undergoes a Termination (i) as a result of the Participant's employment is terminated due to Participant's death prior or Disability, the shares of Restricted Stock, to any Vesting Date, the Participant extent not then vested, shall fully vest in the Participant's then-unvested Restricted Stock Units or (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date such termination of Termination); provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. employment. * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE PATRIOT NATIONAL, INC. PARTICIPANT2 PARTICIPANT1 By: Title: 2 1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 2 RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE PATRIOT NATIONAL, INC. 2019 2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Change Healthcare Patriot National, Inc. 2019 2014 Omnibus Incentive Plan (the "Plan"), Change Healthcare Inc., a Delaware corporation Patriot National, Inc. (the "Company"), "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. 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Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control. EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 5 EX-10.2 3 ara-3312017xex102.htm EXHIBIT 10.2 Exhibit 10.55 Final Version Stock-Settled RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 NOTICEUNDER THEAMERICAN RENAL A...SSOCIATES HOLDINGS, INC.2016 OMNIBUS INCENTIVE PLAN Change Healthcare PLANAmerican Renal Associates Holdings, Inc., a Delaware corporation (the "Company"), pursuant to its 2019 2016 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock Units set forth below. The shares of Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Plan.Participant:[Insert Participant Name] Date Name]Date of Grant: [Insert Grant Date] Vesting Commencement Date: Date of Grant]Number of Shares of Restricted Stock: [Insert Date] Number No. of Shares of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided Granted]Vesting Schedule:Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% event):one-third (1/3) of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth first three anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), a "Vesting Date"). Notwithstanding the foregoing, of Grant; provided that in the event of a Change in Control that occurs during Participant's service with the Participant undergoes a Termination (i) as a result of Company, the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date Stock, to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. extent not then vested or previously forfeited or canceled, will become fully vested. * * * THE *1THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE PLAN.AMERICAN RENAL ASSOCIATES HOLDINGS, INC. PARTICIPANT2 PARTICIPANT1 By: Title: 2 To 1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED 2RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 AGREEMENTUNDER THEAMERICAN RENAL ASSOCIATES HOLDINGS, INC.2016 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Change Healthcare American Renal Associates Holdings, Inc. 2019 2016 Omnibus Incentive Plan (the "Plan"), Change Healthcare American Renal Associates Holdings, Inc., a Delaware corporation (the "Company"), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More
Plan. The RSUs are granted pursuant to the Plan, which is incorporated herein by reference, and the RSUs shall, except as otherwise expressly provided herein, be governed by the terms of the Plan. In the event of a conflict between the provisions of this Agreement and the terms of the Plan, the terms of the Plan shall control. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The Participant and the Company each acknowledg...e that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.View More
Plan. The RSUs Performance Units are granted pursuant to the Plan, which is incorporated herein by reference, and the RSUs Performance Units shall, except as otherwise expressly provided herein, be governed by the terms of the Plan. In the event of a conflict between the provisions of this Agreement and the terms of the Plan, the terms of the Plan shall control. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The Partici...pant and the Company each acknowledge that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. View More
Plan. The terms and provisions of the Plan are incorporated herein by this reference and the Participant hereby, acknowledges receiving the copy of the Plan. Except as otherwise specifically provided herein, this Award shall be subject to all of the terms of the Plan. If the provisions of this Agreement conflict with the discretionary terms of the Plan, the Agreement shall govern and control.
Plan. The terms and provisions of the Plan are incorporated herein by this reference and the Participant hereby, acknowledges receiving the copy of the Plan. Except as otherwise specifically provided herein, this Other Stock-Based Award shall be subject to all of the terms of the Plan. If the provisions of this Agreement conflict with the discretionary terms of the Plan, the Agreement shall govern and control.
Plan. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have the same definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. This Agreement and the Plan constitute the entire agreement of the parties and supercede all prior undertakings and agreements with respect to the subject matter hereof. In t...he event of any inconsistency between the nondiscretionary terms and provisions of this Agreement and the Plan, the Plan will govern.View More
Plan. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have the same definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. This Agreement and the Plan constitute the entire agreement of the parties and supercede all prior undertakings and agreements with respect to the subject matter hereof. In t...he event of any inconsistency between the nondiscretionary terms and provisions of this Agreement and the Plan, the Plan will govern. 4 13. Interpretation. In the event of any dispute regarding the interpretation of this Agreement, Grantee, the Company, or both shall submit such dispute to the Administrator for review. The resolution of such a dispute by the Administrator shall be final and binding on the Company and Grantee. View More
Plan. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not herein which are defined herein in the Plan have the same definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, references, and the Grantee hereby acknowledges receiving a copy of the Plan. This Agreement and the Plan constitute the entire agreement of the parties and supercede all prior undertakings and agreements with r...espect to the subject matter hereof. In the event of any a conflict or inconsistency between the nondiscretionary terms and provisions of this Agreement the Plan and the Plan, provisions of this Agreement, the Plan will govern. shall govern and control. View More
Plan. The Participant hereby acknowledges receipt of a copy of the Plan as presently in effect and the Prospectus with respect thereto. All of the terms and provisions of the Plan are incorporated herein by reference, and this Award Agreement is subject to those terms and provisions in all respects.
Plan. The Participant hereby acknowledges receipt of a copy of the Plan as presently in effect effect. The text and the Prospectus with respect thereto. All all of the terms and provisions of the Plan are incorporated herein by reference, and this Award Agreement is subject to those these terms and provisions in all respects.
Plan. This Agreement and the Notice of Stock Award Grant are subject to all of the terms and provisions of the Plan, receipt of a copy of which is hereby acknowledged by the Grantee. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Administrator upon any questions arising under the Plan, this Agreement, and the Notice of Stock Award Grant.
Plan. This Agreement and the Notice of Stock Unit Award Grant are subject to all of the terms and provisions of the Plan, receipt of a copy of which is hereby acknowledged by the Grantee. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Administrator upon any questions arising under the Plan, this Agreement, and the Notice of Stock Unit Award Grant.
Plan. The Option and all rights of the Optionee with respect thereto are subject to, and the Optionee agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference, to the extent such provisions are applicable to Awards granted thereunder. The Optionee acknowledges receipt of a copy of the Plan, which is made a part hereof by this reference, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of thi...s Agreement, provisions of the Plan that confer discretionary authority on the Board do not (and shall not be deemed to) create any rights in the Optionee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board specifically so conferred by appropriate action of the Board under the Plan after the Date hereof September 6 2016. 3 | PageN Y I A X , Inc. Privileged and C o n f i d e n t i a l AGREED AND ACKNOWLEDGED: NYIAX, a Delaware Corporation By: Carolina Abenante, Esq. (Optionee's Signature) Its: President and Vice-Chairperson NYIAX, Inc., a Delaware Corporation Address: Address: 79 Madison Avenue, 4th Floor New York City, NY 10016 4 | Page N Y I A X , Inc. Privileged and C o n f i d e n t i a l EX-10.8 8 fs12022ex10-8_nyiaxinc.htm FORM OF OPTION AGREEMENT OF 2016 EQUITY INCENTIVE PLAN Exhibit 10.8 FORM OF STOCK OPTION AWARD AGREEMENT NYIAX, INC. STOCK OPTION AWARD AGREEMENT 2016 EQUITY INCENTIVE PLAN Optionee: Award Date: Exercise Price per Share (1): Number of Shares (1): Expiration Date (2): NSO or ISO (3): ISO (incentive stock option) Exercise/Vesting Schedule (2): (1)Subject to adjustment under Section 4.3 of the Plan. (2)Subject to early termination if the Optionee's employment or other service relationship terminates or in certain other circumstances. See Sections 6.4 and 12 of the Plan for exceptions and additional details regarding possible adjustments, acceleration of exercisability and/or vesting and/or early termination of the Option. (3)Subject to Section 5.3(c) of the Plan. THIS AGREEMENT is among NYIAX, INC., a Delaware corporation (the "Company"), and is granted pursuant to and subject to the terms and conditions set forth in the NYIAX, INC. 2016 Equity Incentive Plan (the "Plan"). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan. If the Company has designated the Option as an ISO above, the Company intends that the Option will be treated as an Incentive Stock Option within the meaning of Section 422 of the Code (an "ISO") to the maximum extent permissible under all of the ISO rules and restrictions. Any shares acquired upon exercise of the Option without compliance with all applicable ISO rules will be treated as acquired upon exercise of a Nonstatutory Stock Option (a "NSO"). If the company has designated the Option as a NSO above, the Company intends that the Option will be treated in its entirety as a NSO and not as an ISO. WHEREAS, pursuant to the Plan, the Company has granted to the Optionee with reference to services rendered and to be rendered to the Company, effective as of the Award Date, an Option upon the terms and conditions set forth herein and in the Plan. NOW THEREFORE, in consideration of services rendered and to be rendered prior to exercise by the Optionee and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows: 1. Exercisability of Option. The Option shall vest and become exercisable during its term in accordance with the Exercise/Vesting Schedule as set forth above and with and subject to the applicable provisions of the Plan and this Agreement. The Option may be exercised only to the extent the Option is exercisable and vested, and, subject to Section 6.5 of the Plan, during the Optionee's lifetime, only by the Optionee. In no event may the Optionee exercise the Option after the Expiration Date as provided above.View More
Plan. The Option and all rights of the Optionee with respect thereto are subject to, and the Optionee agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference, to the extent such provisions are applicable to Awards granted thereunder. The Optionee acknowledges receipt of a copy of the Plan, which is made a part hereof by this reference, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of thi...s Agreement, provisions of the Plan that confer discretionary authority on the Board do not (and shall not be deemed to) create any rights in the Optionee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board specifically so conferred by appropriate action of the Board under the Plan after the Date hereof September 6 2016. date hereof. 3 | PageN Y I A X , Inc. Privileged and C o n f i d e n t i a l NYIAX, INC., AGREED AND ACKNOWLEDGED: NYIAX, a Delaware Corporation corporation By: Carolina Abenante, Esq. (Optionee's Signature) Its: President and Vice-Chairperson NYIAX, Inc., a Delaware Corporation Address: Address: 79 Madison Avenue, 4th Floor New York City, NY 10016 (City, State, Zip Code) (Address) 4 | Page N Y I A X , Inc. Privileged and C o n f i d e n t i a l EX-10.8 8 fs12022ex10-8_nyiaxinc.htm EX-10.10 10 fs12022ex10-10_nyiaxinc.htm FORM OF OPTION AGREEMENT OF 2016 2017 EQUITY INCENTIVE PLAN Exhibit 10.8 10.10 FORM OF STOCK OPTION AWARD AGREEMENT NYIAX, INC. STOCK OPTION AWARD AGREEMENT 2016 2017 EQUITY INCENTIVE PLAN Optionee: Award Date: Exercise Price per Share (1): Number of Shares (1): Expiration Date (2): NSO or ISO (3): ISO (incentive stock option) Exercise/Vesting Schedule (2): [_(_______) shall fully vest and become exercisable on ______, __ 201() and an additional (_____) shall fully vest and become exercisable on _____, _ 202()] (1)Subject to adjustment under Section 4.3 of the Plan. (2)Subject to early termination if the Optionee's employment or other service relationship terminates or in certain other circumstances. See Sections 6.4 and 12 of the Plan for exceptions and additional details regarding possible adjustments, acceleration of exercisability and/or vesting and/or early termination of the Option. (3)Subject to Section 5.3(c) of the Plan. THIS AGREEMENT is among NYIAX, INC., a Delaware corporation (the "Company"), and is granted pursuant to and subject to the terms and conditions set forth in the NYIAX, INC. 2016 2017 Equity Incentive Plan (the "Plan"). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan. If the Company has designated the Option as an ISO above, the Company intends that the Option will be treated as an Incentive Stock Option within the meaning of Section 422 of the Code (an "ISO") to the maximum extent permissible under all of the ISO rules and restrictions. Any shares acquired upon exercise of the Option without compliance with all applicable ISO rules will be treated as acquired upon exercise of a Nonstatutory Stock Option (a "NSO"). If the company Company has designated the Option as a NSO above, the Company intends that the Option will be treated in its entirety as a NSO and not as an ISO. WHEREAS, pursuant to the Plan, the Company has granted to the Optionee with reference to services rendered and to be rendered to the Company, effective as of the Award Date, an Option upon the terms and conditions set forth herein and in the Plan. NOW THEREFORE, in consideration of services rendered and to be rendered prior to exercise by the Optionee and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows: 1. Exercisability of Option. The Option shall vest and become exercisable during its term in accordance with the Exercise/Vesting Schedule as set forth above and with and subject to the applicable provisions of the Plan and this Agreement. The Option may be exercised only to the extent the Option is exercisable and vested, and, subject to Section 6.5 of the Plan, during the Optionee's lifetime, only by the Optionee. In no event may the Optionee exercise the Option after the Expiration Date as provided above. View More
