Vesting and Exercise of Option Contract Clauses (80)

Grouped Into 7 Collections of Similar Clauses From Business Contracts

This page contains Vesting and Exercise of Option clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Vesting and Exercise of Option. a. Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice. b. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. Effect of Termination of Service on the... Option. If Participant's service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. Method of Exercise. Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. Partial Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole number of Shares. f. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option. View More Arrow
Vesting and Exercise of Option. a. The Option will become vested and exercisable only in accordance with the terms and provisions of the Plan and this Agreement, as follows: (a) Vesting. Subject to the continued service of the Participant with by the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice. b. (b) Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to incl...ude service with an any Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. (c) Effect of Termination of Service on the Option. (i) Forfeiture of Unvested Option. If the Participant's service ceases terminates or is terminated for any reason, the termination or survival unvested portion of the Option will shall be determined forfeited immediately with no further compensation due to the Participant. (ii) Vested Portion of the Option. If the Participant's service terminates or is terminated for any reason, the vested portion of the Option shall remain exercisable for such period as set forth in accordance with Section 7 of the Plan. d. (d) Method of Exercise. The Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. (e) Partial Exercise. The Option may be exercised in whole or in part, part; provided, however, that any exercise may apply only with respect to a whole number of Shares. f. (f) Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee Board may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of As a further condition to the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option, the Company may require the Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation. -A1- 5. Non-Transferability of Option. The Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law or otherwise, other than by will or by the laws of descent and distribution. View More Arrow
Vesting and Exercise of Option. a. The Option will become vested and exercisable only in accordance with the terms and provisions of the Plan and this Agreement, as follows: (a) Vesting. Subject to the continued service of the Participant with by the Company through the relevant vesting dates, the Option shall become vested and exercisable on in such amounts and at such times as are set forth in the Grant Notice. b. (b) Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to i...nclude service with an any Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. (c) Effect of Termination of Service on the Option. (i) Forfeiture of Unvested Option. If the Participant's service ceases terminates or is terminated for any reason, the termination or survival unvested portion of the Option, and any unvested Restricted Stock acquired by Participant pursuant to an early exercise of the Option will as permitted under Section 4(g), shall be determined forfeited immediately with no further compensation due to the Participant. (ii) Vested Portion of the Option. If the Participant's service terminates or is terminated for any reason, the vested portion of the Option shall remain exercisable for such period as set forth in accordance with Section 7 of the Plan. d. (d) Method of Exercise. The Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by: (i) a joinder to any shareholder, voting or similar agreement entered into by the stockholders of the Company (if not already party thereto) agreeing to be bound by the terms thereof; and A-1 (ii) any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. (e) Partial Exercise. The Option may be exercised in whole or in part, part; provided, however, that any exercise may apply only with respect to a whole number of Shares. f. (f) Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee Board may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of As a further condition to the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option. Option, the Company may require the Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation. (g) Early Exercise. Notwithstanding anything herein to the contrary, prior to the Expiration Date (or such earlier date on which the Option terminates in accordance with the Plan and this Agreement), Participant may exercise an unvested portion of the Option in exchange for Restricted Stock subject to the same vesting terms as the unvested portion of the Option so exercised. View More Arrow
Vesting and Exercise of Option. a. Vesting. Subject to the continued service of the Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice. b. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. Effect of Termination of Service on... the Option. If the Participant's service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. Method of Exercise. The Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such To the extent permitted (and subject to procedures established) by the Committee in its discretion, the Participant may also pay the Exercise Price (i) by surrendering previously acquired Shares to the Company, which Shares have an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price then due (or by means of attestation, whereby the Participant identifies specific previously acquired Shares having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price then due and the number of Shares actually delivered upon exercise is reduced by the number of such identified Shares), or (ii) by means of a broker-assisted cashless exercise. The notice of exercise must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. Partial Exercise. The minimum number of Shares with respect to which the Option may be exercised in whole at any one time shall be the lesser of (i) 100 Shares, or in part, provided, however, that any exercise may apply only with a whole (ii) the total number of Shares. Shares as to which the Option is then exercisable. A-1 f. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option. View More Arrow
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Vesting and Exercise of Option. Subject to Optionee's not experiencing a Termination of Employment during the following vesting period, Optionee shall vest in and earn the right to exercise this Option as follows: One-fourth (1/4th) of the total number of Shares subject to the Option shall vest on the first anniversary of the earlier of the Grant Date or the Vesting Commencement Date, if any, and one thirty-sixth (1/36th) of the remaining Shares subject to the Option shall vest each month thereafter until all Shares are fully ...vested. This Option may be exercised in whole or in part. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of Optionee's Termination of Employment as a result of Optionee's death or Disability, the vesting and exercisability of this Option shall accelerate such that this Option shall become vested and exercisable as to an additional twelve (12) months, effective as of the date of such Termination of Employment, to the extent that this Option is outstanding on such date. View More Arrow
Vesting and Exercise of Option. Subject to Optionee's not experiencing a Termination of Employment during the following vesting period, Optionee shall vest in and earn the right to exercise this Option as follows: One-fourth (1/4th) of the total number of Shares subject to the Option shall vest on the first anniversary of the earlier of the Grant Date or the Vesting Commencement Date, if any, and one thirty-sixth (1/36th) of the remaining Shares subject to the Option shall vest each month thereafter until all Shares are fully ...vested. By accepting the grant of this Option, Optionee acknowledges and agrees that the terms set forth in this Section 3 supersede any contrary terms regarding the vesting of this Option set forth in any notice or other communication that Optionee receives from, or that is displayed by, E*TRADE or other third party designated by the Company. This Option may be exercised in whole or in part. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of Optionee's Termination of Employment as a result of Optionee's death or Disability, the vesting and exercisability of this Option shall accelerate such that this Option shall become vested and 1. exercisable as to an additional twelve (12) months, effective as of the date of such Termination of Employment, to the extent that this Option is outstanding on such date. View More Arrow
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Vesting and Exercise of Option. (a) Except as otherwise provided herein or in Section 8 of the Plan, the Option [shall vest and become exercisable as follows: (insert vesting schedule), provided, however, that no option shall vest or become exercisable unless the Recipient is an employee of the Corporation on such vesting date/or may be exercised in whole or in part at any time during the term of the Option.] (b) The Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which t...he Option is then exercisable if such number of shares is less than 100). (c) The Option may be exercised by written notice to the Secretary of the Corporation accompanied by payment in full of the Option Price as provided in Section 8 of the Plan. View More Arrow
Vesting and Exercise of Option. (a) Except (a)Except as otherwise provided herein or in Section 8 of the Plan, the Option [shall vest and become exercisable as follows: (insert [insert vesting schedule), schedule], provided, however, that no option shall vest or become exercisable unless the Recipient is an employee employee, consultant, officer or director of the Corporation on such vesting date/or may date][may be exercised in whole or in part at any time during the term of the Option.] (b) The Option]. (b)The Option may not... be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100). (c) The A-1 (c)The Option may be exercised by written notice to the Secretary of the Corporation (or his or her agent) accompanied by payment in full of the Option Price as provided in Section 8 of the Plan. Additionally, the Option may be exercised by way of a cashless exercise, whereby if the notice of exercise to the Corporation specifies that the exercise of the Option is made by way of a cashless exercise, then the Corporation shall deliver to the Recipient, without further payment by the Recipient of the Option Price or any cash or other consideration, the number of shares of Common Stock computed using the following formula: X = (Y) x (B − A) (B) Where: X = the number of shares of Common Stock to be issued to the Recipient pursuant to the exercise of the Option; Y = the number of shares of Common Stock that may be purchased upon exercise of the Option; A = the Option's exercise price per share of Common Stock; and B = the Fair Market Value of one share of Common Stock. View More Arrow
Vesting and Exercise of Option. (a) Except as otherwise provided herein or in Section 8 of the Plan, the Option [shall vest and become immediately exercisable OR shall vest and become exercisable as follows: (insert vesting schedule), provided, however, that no option shall vest or become exercisable unless the Recipient is an employee of the Corporation on such vesting date/or may be exercised in whole or in part at any time during the term of the Option.] (b) The Option may not be exercised at any one time as to fewer than 1...00 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100). (c) The Option may be exercised by written notice to the Secretary of the Corporation accompanied by payment in full of the Option Price as provided in Section 8 of the Plan. The Option may be exercised by way of a cashless exercise, whereby if the notice of exercise to the Corporation specifies that the exercise of the Option is made by way of a cashless exercise, then the Corporation shall deliver to Recipient, without further payment by Recipient of the Option Price or any cash or other consideration, the number of shares of the Common Stock computed using the following formula: X = Y(A-B) A Where: X = the number of Option Shares to be issued to the Recipient pursuant to the exercise of the Option; Y = the number of Shares that may be purchased upon exercise of the Option; A = the Fair Market Value of one share of Common Stock; and B = the Option's exercise price per share of Common Stock. View More Arrow
Vesting and Exercise of Option. (a) Except as otherwise provided herein or in Section 8 of the Plan, the Option [shall vest and become exercisable as follows: (insert vesting schedule), provided, however, that no option shall vest or become exercisable unless the Recipient is an employee of the Corporation on such vesting date/or may be exercised in whole or in part at any time during the term of the Option.] schedule).] (b) The Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares a...s to which the Option is then exercisable if such number of shares is less than 100). (c) The Option may be exercised by written notice to the Secretary of the Corporation accompanied by payment in full of the Option Price as provided in Section 8 of the Plan. View More Arrow
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Vesting and Exercise of Option. The Option will become exercisable only in accordance with the terms and provisions of the Plan and this Agreement, as follows: (a) Time Vesting. Subject to the Participant's continued service with the Company, 1/12th of the Option shall become vested and exercisable on the 14th day of each month following the Effective Date. (b) Change in Control Accelerated Vesting. Subject to the Participant's continued service with the Company, any unvested portion of the Option shall become 100% fully veste...d and exercisable upon the occurrence of a Change in Control. (c) Method of Exercise. The Participant may exercise the Option by providing notice to the Company stating the election to exercise the Option and such other requirements as are set forth in Section 6 of the Plan. (d) Partial Exercise. The Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Option Shares. (d) Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of the Option Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. As a further condition to the exercise of the Option, the Company may require the Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation. View More Arrow
Vesting and Exercise of Option. The Option will become exercisable only in accordance with the terms and provisions of the Plan and this Agreement, as follows: Vesting Date Cumulative Percentage Vested First Anniversary of Grant Date Second Anniversary of Grant Date Third Anniversary of Grant Date 33% 66% 100% (a) Time Vesting. Subject to the Participant's continued service with the Company, 1/12th of the Option shall become vested and exercisable on the 14th day of each month following the Effective Date. (b) Change in Contro...l Accelerated Vesting. Subject to the Participant's continued service with the Company, any unvested portion of the Option shall become 100% fully vested and exercisable upon the occurrence of a Change in Control. (c) (b) Method of Exercise. The Participant may exercise the Option by providing notice to the Company stating the election to exercise the Option and such other requirements as are set forth in Section 6 of the Plan. (d) (c) Partial Exercise. The Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Option Shares. (d) Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of the Option Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. As a further condition to the exercise of the Option, the Company may require the Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation. View More Arrow
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Vesting and Exercise of Option. Except as otherwise provided herein, the Option granted pursuant to this Option Agreement shall be subject to exercise as follows: 3.1Vesting and Time of Exercise of Option. Except as otherwise provided in this Option Agreement, the Option vests and becomes exercisable only during the Optionee's period of Service. Subject to the foregoing Service requirement, the Option vests and the Optionee may exercise the Option (subject to the limitations on exercise set forth in the Plan or in this Option ...Agreement), in installments as determined by the Committee as follows: [ ]. The foregoing installments, to the extent not exercised, shall accumulate and be exercisable, in whole or in part, at any time and from time to time, after becoming exercisable and prior to the termination of the Option; provided, that no single exercise of the Option shall be for less than 100 shares, unless the number of shares purchased is the total number at the time available for purchase under this Option. 1 3.2Exercise by Optionee and Compliance with Trading Blackout Periods and Company Securities Trading Policy. During the lifetime of the Optionee, only the Optionee (or, in the event of the Optionee's legal incapacity or incompetency, the Optionee's guardian or legal representative) or a person or entity to whom the Optionee has transferred the Option in accordance with Section 5 hereof may exercise the Option. The Optionee agrees to comply with any trading blackout periods and securities trading policies implemented by the Trust. 3.3Term of Option. The Option shall have a term of ten years, subject to earlier termination in accordance with this Option Agreement or the terms of the Plan as determined by the Committee. 3.4Limitations on Exercise of Option. In no event may the Option be exercised, in whole or in part, after ten years following the Grant Date, or after the occurrence of an event which results in termination of the Option. In no event may the Option be exercised for a fractional share of Stock. 3.5Termination of Service. Subject to Sections 3.6 and 3.7 hereof, upon the termination of the Optionee's Service other than on account of death or Disability, the Optionee shall have the right at any time within 30 days after such termination (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise, in whole or in part, any vested Option held by such Optionee at the date of such termination, to the extent such Option was exercisable immediately prior to such termination. Any Option not vested on the date of such termination of Service shall immediately terminate. 3.6Rights in the Event of Death. If the Optionee dies while in Service, then the executors or administrators or legatees or distributees of the Optionee's estate shall have the right, at any time within one year after the date of the Optionee's death (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise the Option in full, regardless of whether the Option was exercisable immediately prior to the Optionee's death. 3.7Rights in the Event of Disability. If the Optionee terminates his or her Service by reason of the Optionee's Disability (as defined under the Plan), then the Optionee shall have the right, at any time within one year after the date of the Optionee's Disability (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise the Option in full, regardless of whether the Option was exercisable immediately prior to the Optionee's Disability. 3.8Reduction in Number of Shares Subject to Option. The number of shares of Stock which may be purchased upon exercise of the Option pursuant to this Section 3 shall be reduced by the number of shares previously purchased upon exercise of the Option pursuant to this Section 3. View More Arrow
Vesting and Exercise of Option. Except as otherwise provided herein, the Option granted pursuant to this Option Agreement shall be subject to exercise as follows: 3.1Vesting and Time of Exercise of Option. Except as otherwise provided in this Option Agreement, the Option vests and becomes exercisable only during the Optionee's period of Service. Subject to the foregoing Service requirement, the Option vests and the Optionee may exercise the Option (subject to the limitations on exercise set forth in the Plan or in this Option ...Agreement), in installments as determined by the Committee as follows: [ ]. The foregoing installments, to the extent not exercised, shall accumulate and be exercisable, in whole or in part, at any time and from time to time, after becoming exercisable and prior to the termination of the Option; provided, that no single exercise of the Option shall be for less than 100 shares, unless the number of shares purchased is the total number at the time available for purchase under this Option. 1 3.2Exercise by Optionee and Compliance with Trading Blackout Periods and Company Securities Trading Policy. During the lifetime of the Optionee, only the Optionee (or, in the event of the Optionee's legal incapacity or incompetency, the Optionee's guardian or legal representative) or a person or entity to whom the Optionee has 1 transferred the Option in accordance with Section 5 6 hereof may exercise the Option. The Optionee agrees to comply with any trading blackout periods and securities trading policies implemented by the Trust. 3.3Term of Option. The Option shall have a term of ten [ ] years, subject to earlier termination in accordance with this Option Agreement or the terms of the Plan as determined by the Committee. 3.4Limitations on Exercise of Option. In no event may the Option be exercised, in whole or in part, after ten years following the Grant Date, or after the occurrence of an event referred to in Section 8 below which results in termination of the Option. In no event may the Option be exercised for a fractional share of Stock. Share. 3.5Termination of Service. Employment or Other Relationship. Subject to Sections 3.6 and 3.7 hereof, upon the termination of (i) the Optionee's employment of the Optionee by the Trust or any Subsidiary or Service other than on account of death Provider or Disability, service as a Trustee, or (ii) a Service Provider's relationship with the Trust, the Optionee shall have the right at any time within 30 days after such termination (but before and prior to termination of the Option terminates pursuant to Sections 3.3 and Section 3.4 above), above, to exercise, in whole or in part, any vested Option held by such Optionee at the date of such termination, to the extent such Option was exercisable immediately prior to such termination. Any Option not vested on the date of such termination of Service shall immediately terminate. 3.6Rights in the Event of Death. If the Optionee dies while in Service, then employed by the Trust, a Subsidiary or a Service Provider, or while serving as a Trustee or Service Provider, the executors or administrators or legatees or distributees of the Optionee's estate shall have the right, at any time within one year after the date of the Optionee's death (but before and prior to termination of the Option terminates pursuant to Sections 3.3 and Section 3.4 above), above, to exercise the Option in full, regardless of with respect to all shares subject to the Option, whether or not the Option was exercisable immediately prior to the Optionee's death. 3.7Rights in the Event of Disability. If the Optionee terminates his employment with the Trust, a Subsidiary, or her a Service Provider, or if the Optionee ceases to be a Service Provider or Trustee, by reason of the Optionee's Disability (as defined under the Plan), Plan) of the Optionee, then the Optionee shall have the right, at any time within one year after the date of the Optionee's Disability (but before and prior to termination of the Option terminates pursuant to Sections 3.3 and Section 3.4 above), above, to exercise the Option in full, regardless of with respect to all shares subject to the Option, whether or not the Option was exercisable immediately prior to the Optionee's Disability. 3.8Reduction in Number of Shares Subject to Option. The number of shares of Common Stock which may be purchased upon exercise of the Option pursuant to this Section 3 shall be reduced by the number of shares previously purchased upon exercise of the Option pursuant to this Section 3. View More Arrow
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Vesting and Exercise of Option. The Option shall be fully vested on the Grant Date and will remain exercisable until it is exercised or until it terminates and shall not be forfeited upon resignation or termination, other than as set forth in the Employment Agreement, dated August 24, 2021, by and between Optionee and the Company.
Vesting and Exercise of Option. The Option shall be fully vested on the Grant Date and will remain exercisable until it is exercised or until it terminates and shall not be forfeited upon resignation or termination, other than as set forth in the Employment Agreement, dated August 24, October 08, 2021, by and between Optionee and the Company.
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Vesting and Exercise of Option. Vesting Options granted pursuant to this French Addendum shall first become exercisable on the fourth (4th) anniversary of the Grant Date. 4.2. Non-Transferability of Options — Death of the Participant Options granted pursuant to this French Addendum shall be non-transferable and can only be exercised by the Eligible French Participant, or, in the event of the Eligible French Participant's death, the heirs may exercise the Options (where previously vested or not) within six months of the date of... the Eligible French Participant's death. 6 EX-10.17 19 d59817dex1017.htm EX-10.17 EX-10.17 Exhibit 10.17 Baxalta Incorporated Equity Plan July 1, 2015 1. Purpose This Equity Plan (the "Plan") has been adopted by the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Baxalta Incorporated ("Baxter"), effective as of July 1, 2015. For avoidance of doubt, all grants made under this Plan shall be made on or after the date on which the stock Baxalta is distributed to the shareholders of Baxter International Inc. and shall not be subject to adjustment in the manner described in the Employee Matters Agreement between Baxter International Inc. and Baxalta. Unless otherwise indicated, terms defined in the Program shall have the same meaning in this Plan. This Plan provides terms that apply to awards of stock options ("Options") and restricted stock units ("RSUs"). An award to any given Participant may be only Options, only RSUs, or any combination of Awards available under the Program. Participants receive grant communication letters notifying them of their Awards. The Program and this Plan provide the definitive terms of each Award; provided that a grant communication letter may include alternative terms with respect to vesting, in which case the vesting terms in the grant communication letter shall govern. The grant date for an Award shall be the date of approval thereof by the Incentive Committee, or for eligible French employees, as soon thereafter as practicable pursuant to applicable French law as provided in the attached French Addendum, which shall govern such grants (the "Grant Date"). The purchase price for each share of Common Stock subject to an Option shall be the Fair Market Value of a share of Common Stock on the Grant Date. Options are not intended to qualify as an Incentive Stock Option within the meaning of section 422 of the United States Internal Revenue Code, as amended (the "Code"). Baxalta has not selected any country as its home member state under the European Union Directive 2003/71/EC, and the grant of Awards pursuant to this Plan is simultaneous. View More Arrow
Vesting and Exercise of Option. Vesting Options granted pursuant to this French Addendum shall first become exercisable on the fourth (4th) anniversary of the Grant Date. 4.2. Non-Transferability of Options — Death of the Participant Options granted pursuant to this French Addendum shall be non-transferable and can only be exercised by the Eligible French Participant, or, in the event of the Eligible French Participant's death, the heirs may exercise the Options (where previously vested or not) within six months of the date of... the Eligible French Participant's death. 6 EX-10.17 19 d59817dex1017.htm EX-10.17 EX-10.17 8 EX-10.6 8 d57625dex106.htm EX-10.6 EX-10.6 Exhibit 10.17 Baxalta Incorporated 10.6 Baxter International Inc. Equity Plan Incentive Committee Grant July 1, 2015 1. Purpose This Equity Plan (the "Plan") has been adopted by the Compensation Incentive Committee (the "Committee") "Incentive Committee") of the Board of Directors (the "Board") of Baxalta Incorporated Baxter International Inc. ("Baxter"), effective as of July 1, 2015. 2015, pursuant to authority granted from time to time by the Compensation Committee (the "Committee") of the Board. For avoidance of doubt, all grants made under this Plan shall be made on or after the date on which Baxter distributes the stock of Baxalta is distributed to the shareholders of Baxter International Inc. Incorporated, and shall not be subject to adjustment in the manner described in the Employee Matters Agreement between Baxter International Inc. and Baxalta. Baxalta Incorporated. Unless otherwise indicated, terms defined in the Program Programs shall have the same meaning in this Plan. This Plan provides terms that apply to awards of stock options ("Options") and restricted stock units ("RSUs"). An award to any given Participant may be only Options, only RSUs, or any combination of Awards available under the Program. Programs. Participants receive grant communication letters notifying them of their Awards. The Program Programs and this Plan provide the definitive terms of each Award; provided that a grant communication letter may include alternative terms with respect to vesting, in which case the vesting terms in the grant communication letter shall govern. The grant date for an Award shall be the date of approval thereof by the Incentive Committee, or for eligible French employees, as soon thereafter as practicable pursuant to applicable French law as provided in the attached French Addendum, which shall govern such grants (the "Grant Date"). The purchase price for each share of Common Stock subject to an Option shall be the Fair Market Value of a share of Common Stock on the Grant Date. Options are not intended to qualify as an Incentive Stock Option within the meaning of section 422 of the United States Internal Revenue Code, as amended (the "Code"). Baxalta Baxter has not selected any country as its home member state under the European Union Directive 2003/71/EC, and the grant of Awards pursuant to this Plan is simultaneous. View More Arrow
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