Grouped Into 292 Collections of Similar Clauses From Business Contracts
This page contains Vesting clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Vesting. Subject to Section 4 hereof, the Options shall vest on a pro rata quarterly basis over__________________ such that all options to purchase the shares granted pursuant to the Option will have vested the anniversary of the Date of Grant, so long as (and provided that) the Participant continuously remains an employee, officer, director, or consultant of the Company from the Grant Date through such date(s). The Options shall be exercisable on any date to the extent vested and outstanding on such dat...e. For purposes of this Agreement, employment or service relationship with the Company shall include employment with or provision of services to the Company's affiliates (including Subsidiaries) and/or its successors. As set forth in Section 12 herein, nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ or service of the Company or any of its affiliates (including Subsidiaries) or interfere in any way with the right of the Company or any such affiliates (including Subsidiaries) to terminate the Participant's employment or service relationship at any time. In the event of any "Change of Control", all of the options granted hereunder shall automatically and immediately vest. For purposes of this Option, the term Change of Control shall mean: the sale of all or substantially all of the assets of the Company; any merger, consolidation or acquisition of the Company with, by or into another corporation, entity or person which results in another party acquiring more than 50% of the entity. To avoid ambiguity, the Participant acknowledges that a reverse merger of the Company into a public entity wherein the pre-merger shareholders of the Company still own more than 50.1% of the combined company shall not constitute a Change of Control. 1 4. Termination of Employment or Service. (a) In the event of the Participant's termination of employment or service relationship, whether as an employee, officer, director or consultant, by either the Company or its affiliates (including Subsidiaries) without Cause, or by the Participant, any portion of the Options that has not vested as of the date of such termination of employment or service relationship shall immediately expire, and the vested Options shall expire within 90 days after such termination of employment or service relationship. In the event of the Participant's termination of employment or service relationship by reason of the Participant's death or Disability, the vested Options shall expire within 180 days after such termination of employment or service relationship. (b) In the event of the Participant's termination of employment or service relationship, whether as an employee, officer, director or consultant, by the Company or its affiliates (including Subsidiaries) for Cause, any portion of the Options that are outstanding as of the date of such termination of employment or service relationship shall immediately be forfeited.View More
Vesting. Subject to Section 4 hereof, one third (1/3) of the Options shall Option granted will vest 12 months from the Grant Date and thereafter the remaining unvested Option will become vested and exercisable pro rata on a pro rata quarterly monthly basis over__________________ such that all options to purchase the shares granted pursuant to over two (2) years (1/24 per month) until the Option will have is 100% vested which shall occur on the three-year anniversary of the Grant Date of Grant, so long as... (and provided that) the Participant continuously remains an employee, officer, director, or consultant of the Company from the Grant Date through such date(s). The Options shall be exercisable on any date to the extent vested and outstanding on such date. For purposes of this Agreement, employment or service relationship with the Company shall include employment with or provision of services to the Company's affiliates (including Subsidiaries) and/or its successors. As set forth in Section 12 herein, nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ or service of the Company or any of its affiliates (including Subsidiaries) or interfere in any way with the right of the Company or any such affiliates (including Subsidiaries) to terminate the Participant's employment or service relationship at any time. In the event of any "Change of Control", all of the options granted hereunder shall automatically and immediately vest. For purposes of this Option, the term Change of Control shall mean: the sale of all or substantially all of the assets of the Company; any merger, consolidation or acquisition of the Company with, by or into another corporation, entity or person which results in another party acquiring more than 50% of the entity. To avoid ambiguity, the Participant acknowledges that a reverse merger of the Company into a public entity wherein the pre-merger shareholders of the Company still own more than 50.1% of the combined company shall not constitute a Change of Control. 1 4. Termination of Employment or Service. (a) In the event of the Participant's termination of employment or service relationship, whether as an employee, officer, director or consultant, by either the Company or its affiliates (including Subsidiaries) without Cause, or by the Participant, any portion of the Options that has not vested as of the date of such termination of employment or service relationship shall immediately expire, and the vested Options shall expire within 90 days after such termination of employment or service relationship. In the event of the Participant's termination of employment or service relationship by reason of the Participant's death or Disability, the vested Options shall expire within 180 days after such termination of employment or service relationship. (b) In the event of the Participant's termination of employment or service relationship, whether as an employee, officer, director or consultant, by the Company or its affiliates (including Subsidiaries) for Cause, any portion of the Options that are outstanding as of the date of such termination of employment or service relationship shall immediately be forfeited.View More
Vesting. Each Initial Award shall vest and become exercisable in substantially equal monthly installments over the three years beginning on the date of the Non-Employee Director's election or appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Annual Award shall vest and/or become exercisable at the earlier of the one-year anniversary of the grant of such Annual Award or the next annual meeting of the Company's stockholder...s, subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date.View More
Vesting. Each Initial Option Award shall vest and become exercisable in substantially equal monthly installments over the three (3) years beginning on the date of the Non-Employee Director's election or appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Initial RSU Award shall vest and become exercisable in three substantially equal annual installments on each of the first three (3) anniversaries of the date of the Non-Em...ployee Director's election or appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Annual Option Award shall vest and/or become exercisable in substantially equal monthly installments over the twelve (12) months following the date of grant of such Annual Option Award (or, in the event the next annual meeting of the Company's stockholders occurs prior to the first anniversary of the date of grant of such Annual Option Award, any remaining unvested portion of the Annual Option Award will vest on the date of such annual meeting of the Company's stockholders), subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date. Each Annual RSU Award shall vest and/or become exercisable at the earlier of (x) the one-year first anniversary of the date of grant of such Annual RSU Award or (y) the date of the next annual meeting of the Company's stockholders, subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date. View More
Vesting. Each Initial Award shall vest and become exercisable in substantially equal monthly installments over the three (3) years beginning on the date of the Non-Employee Director's election or appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Annual Award shall vest and/or become exercisable at in substantially equal monthly installments over the earlier twelve (12) months following the date of the one-year anniversar...y of the grant of such Annual Award or (or, in the event the next annual meeting of the Company's stockholders, stockholders occurs prior to the first anniversary of the date of grant of such Annual Award, any remaining unvested portion of the Annual Award will vest on the date of such annual meeting of the Company's stockholders), subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date. View More
Vesting. Each Initial Award shall vest and become exercisable in substantially equal monthly installments over the three (3) years beginning on the date of the Non-Employee Director's election or appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Annual Award shall vest and/or become exercisable at on the earlier first to occur of (A) the one-year first anniversary of the date of grant of such Annual Award or (B) the next... occurring annual meeting of the Company's stockholders, subject to the Non-Employee Director continuing in service on the Board through the applicable such vesting date. View More
Vesting. (a) Subject to the terms and conditions of this Agreement, the Shares shall vest as set forth on Exhibit A hereto upon the achievement of the Performance Measures (as defined in Exhibit A) during the Performance Period (as defined in Exhibit A). In addition, the vesting of the Shares is conditioned upon the Employee's continuous employment by the Company from the Grant Date through the determination of attainment of the applicable Performance Measures. The determination as to whether the Perform...ance Measures have been attained shall be determined by the Board during or following the end of the Performance Period as set forth on Exhibit A. Unless otherwise determined by the Board, no Shares will vest if the Performance Measures are not met as of determination by the Board following the end of the Performance Period. (b) Notwithstanding the foregoing, in the event of a Change in Control (as defined below) of the Company, and provided that the Employee remains continuously employed by the Company until the effective date of such Change in Control, all unvested Shares granted under this Agreement that remain outstanding shall become immediately vested on the effective date of the Change in Control. (c) For purposes of the Agreement, a "Change in Control" shall be deemed to have occurred upon the first to occur of the following events: (i) any "person", as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (ii) during any period of two consecutive years ending during the term of this Agreement, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect any transaction described in clause (i), (iii) or (iv) of this Section 2(c)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of the period or whose election or whose nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there occurs the sale or disposition by the Company of all or substantially all of the Company's assets. The Board shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.View More
Vesting. (a) Subject to The Shares shall vest in accordance with the terms and conditions of this Agreement, following vesting schedule: [insert vesting schedule or date]. [Notwithstanding such vesting schedule, the Shares shall vest as set forth on Exhibit A hereto in full upon the achievement [the earlier of the Performance Measures (as defined in Exhibit A) during the Performance Period (as defined in Exhibit A). In addition, the vesting of the Shares is conditioned upon the Employee's continuous empl...oyment by the Company from the Grant Date through the determination of attainment of the applicable Performance Measures. The determination as to whether the Performance Measures have been attained shall be determined by the Board during (i) [insert financial targets, if applicable] or following the end of the Performance Period as set forth on Exhibit A. Unless otherwise determined by the Board, no Shares will vest if the Performance Measures are not met as of determination by the Board following the end of the Performance Period. (b) Notwithstanding the foregoing, in the event of (ii)] a Change in Control of the Company (as defined below) of the Company, and provided that the Employee remains continuously employed by the Company until the effective date of such Change in Control, all unvested Shares granted under this Agreement that remain outstanding shall become immediately vested on the effective date of the Change in Control. (c) below).] (b) For purposes of the Agreement, a "Change in Control" shall be deemed to have occurred upon the first to occur occurrence of the following events: (i) any "person", as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (ii) during any period of two consecutive years ending during the term of this Agreement, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect any transaction described in clause (i), (iii) or (iv) of this Section 2(c)) 2(b)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of the period or whose election or whose nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there occurs the sale or disposition by the Company of all or substantially all of the Company's assets. The Board shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto. View More
Vesting. The RSUs granted hereby will vest on the earlier to occur of (i) the Restriction Lapse Dates as provided in the Award Notice with respect to the number of shares as provided in the Award Notice for each such date, or (ii) in their entirety on the termination of the Grantee's Service (as defined below) as a result of the death or Permanent Disability (as defined in Section 23(e)(3) of the Code) of the Grantee, provided that in each such case the Grantee has remained in continuous Service through ...such date or termination, as applicable (the "Vesting Date"). For purposes of this Agreement, the term "Service" shall mean service as a Service Provider to the Company; and the term "Service Provider" shall mean an employee, officer or director of the Company or an Affiliate of the Company or a consultant currently providing services to the Company or an Affiliate of the Company. Whether a termination of Service shall have occurred for purposes of this Agreement shall be determined by the Company, which determination shall be final, binding and conclusive. If the Grantee's Service is terminated prior to the Vesting Date, then the unvested RSUs shall terminate and Grantee shall have no further rights hereunder, including without limitation any rights to receive any Dividend Equivalents as set forth in paragraph 3.View More
Vesting. The RSUs granted hereby will vest on the earlier to occur of (i) the Restriction Lapse Dates as provided in the Award Notice with respect to the number of shares as provided in the Award Notice for each such date, or (ii) in their entirety on the termination of the Grantee's Service (as defined below) as a result of the death or Permanent Disability (as defined in Section 23(e)(3) of the Code) of the Grantee, provided that in each such case the Grantee has remained in continuous Service through ...such date or termination, as applicable (the "Vesting Date"). Notwithstanding the foregoing, upon the Grantee's Retirement (as defined below), the RSUs shall continue to vest on the Restriction Lapse Dates as provided in the Award Notice with respect to the number of shares as provided in the Award Notice for each such date, as though the Grantee remained a Service Provider (as defined below) to the Company through the final Restriction Lapse Date; provided, however, that the RSUs shall not be eligible for the treatment described in this sentence if the grant date is within ninety (90) days of the Grantee's Retirement. For purposes of this Agreement, the term "Retirement" shall mean a Grantee's termination of Service other than by the Company for Cause on or after the earlier of (a) attaining age 65, or (b) attaining age 55 and completing 10 years of continuous Service with the Company. For purposes of this Agreement, the term "Service" shall mean service as a Service Provider to the Company; and the term "Service Provider" shall mean an employee, officer or director of the Company or an Affiliate of the Company or a consultant currently providing services to the Company or an Affiliate of the Company. Whether a termination of (Hologic, Inc. U.S. RSU Agreement – Page 2) Service shall have occurred for purposes of this Agreement shall be determined by the Company, which determination shall be final, binding and conclusive. If the Grantee's Service is terminated prior to the Vesting Date, Date (other than due to Retirement, as contemplated by this Section 4), then the unvested RSUs shall terminate and Grantee shall have no further rights hereunder, including without limitation any rights to receive any Dividend Equivalents as set forth in paragraph 3. View More
Vesting. Except as otherwise provided herein or in the Plan, the Performance Units shall become vested based on (i) continued service with the Company until the third (3rd) anniversary of the Grant Date (the "Restricted Period"), and (ii) the attainment of the Performance Criteria specified on Exhibit A to this Agreement. Any portion of the Performance Units that does not become vested in accordance with the preceding provisions of this Section 3 and Exhibit A shall be forfeited to the Company for no con...sideration as of the date of the termination of the Employee's employment with the Company. Once vested, the Performance Units shall become "Vested Units." 4. Termination of Service/Employment. 4.1 Except as otherwise provided in the employment agreement entered into between the Participant and Target Logistics Management, LLC, dated [DATE] (the "Employment Agreement"), the vesting schedule above notwithstanding, if the Participant's employment or service terminates for any reason at any time before all of the Performance Units have vested, the Participant's unvested Performance Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. In accordance with the Employment Agreement, if the Participant's employment is terminated without Cause or by the Participant for Good Reason at any time prior to the first anniversary of the Grant Date, the time vesting requirement described in Section 3(i) of the Agreement a minimum of 12.5% of the Performance Units shall be satisfied as of the date of such termination of employment (and the remaining portion shall be forfeited) and such Performance Units shall be held by the Participant until the end of the Restricted Period and settled based on the attainment level for the Performance Criteria as provided in Section 3(ii) above. 1 Notwithstanding any provision of this Agreement or the Plan to the contrary, (i) if the Participant's employment or service terminates due to (A) Retirement, provided the Participant has been continuously employed by the Company for at least twelve (12) months following the Grant Date, (B) termination without Cause, or (C) resignation by the Participant for Good Reason, then the time vesting requirement described in Section 3(i) of the Agreement shall be satisfied with respect to a pro-rata portion of the Participant's Performance Units based on completed calendar months since the Grant Date, including the period during which the Participant is receiving severance payments under the Participant's Employment Agreement (and the remaining portion shall be forfeited); and (ii) if the Participant experiences a Qualifying Termination, the time vesting requirement described in Section 3(i) of the Agreement shall be satisfied in its entirety; provided, however, that in either case such Performance Units shall be held by the Participant until the end of the Restricted Period and settled based on the attainment level for the Performance Criteria as provided in Section 3(ii) above. 4.2 Notwithstanding any provision of this Agreement or the Plan to the contrary, upon the occurrence of a Change in Control, the attainment level for the Performance Criteria shall be the greater of Target Level or the level of actual performance as of the date of such Change in Control.View More
Vesting. Except as otherwise provided herein or in the Plan, the Performance Units shall become vested based on (i) continued service with the the Company until the third (3rd) anniversary of the Grant Date (the "Restricted Period"), and (ii) the attainment attainment of the Performance Criteria specified on Exhibit A to this Agreement. Any portion of the the Performance Units that does not become vested in accordance with the preceding provisions provisions of this Section 3 and Exhibit A shall be f...orfeited to the Company for no consideration consideration as of the date of the termination of the Employee's employment with the Company. Company. Once vested, the Performance Units shall become "Vested Units." 4. Termination of Service/Employment. 4.1 Except as otherwise provided in the employment agreement entered into between the Participant and Target Logistics Management, LLC, dated [DATE] (the "Employment Agreement"), the vesting schedule above notwithstanding, if the Participant's employment or service terminates for any reason at any time before all of the Performance Units have vested, the Participant's unvested Performance Units shall be automatically forfeited upon such termination of employment or service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. In accordance with the Employment Agreement, if the Participant's employment is terminated without Cause or by the Participant Executive for Good Reason at any time prior to the first anniversary of the Grant Date, the time vesting requirement described in Section 3(i) of the Agreement a minimum of 12.5% of the Performance Units shall be satisfied as of the date of such termination of employment (and the remaining portion shall be forfeited) and such Performance Units shall be held by the Participant until the end of the Restricted Period and settled based on the attainment level for the Performance Criteria as provided in Section 3(ii) above. 1 Notwithstanding any provision of this Agreement or the Plan to the contrary, (i) (i) if the Participant's Participant's employment or service terminates due to (A) Retirement, provided and the Participant has has been continuously continuously employed by the Company for at least twelve (12) months following the Grant Date, (B) termination without Cause, or (C) resignation by the Participant for Good Reason, Grant Date, then the time vesting requirement described in Section 3(i) of the Agreement shall be satisfied with respect to a pro-rata portion of the Participant's Performance Units based based on completed completed calendar months since the Grant Date, including the period during which the Participant is receiving severance payments under the Participant's Employment Agreement Date (and the remaining portion shall be forfeited); and (ii) if if the Participant experiences a Qualifying Termination, the time vesting requirement described in Section 3(i) of the Agreement shall be satisfied in its entirety; provided, however, that in either case such Performance Units shall be held by the Participant until the end of the Restricted Period and settled based on the attainment level for the Performance Criteria as provided in Section 3(ii) above. 1 4.2 Notwithstanding any provision of this Agreement or the Plan to the contrary, upon the occurrence occurrence of a Change in Control, the attainment level for the Performance Criteria shall shall be the greater of Target Level or the level of actual performance as of the date of such Change Change in Control. Control. 5. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the Performance Units are settled, the Performance Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Performance Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Performance Units will be forfeited by the Participant and all of the Participant's rights to such units shall immediately terminate without any payment or consideration by the Company. View More
Vesting. (a) Except as otherwise provided herein, the Restricted Stock Units to which this Award Agreement relates will vest in accordance with the vesting provisions set forth in the Notice of Grant, and vesting will cease upon the termination of Participant's Continuous Service. Upon termination of Participant's Continuous Service, the unvested portion of the RSU on the date of such termination will be forfeited at no cost to the Company and Participant will have no further right, title or interest in ...or to such RSU or the Shares of Common Stock underlying such RSU. (b) The Committee or the Board may at any time accelerate the vesting schedule specified in this Award Agreement.View More
Vesting. (a) Except as otherwise provided herein, the Restricted Deferred Stock Units to which this Award Agreement relates will vest in accordance with the vesting provisions set forth in the Notice of Grant, and vesting will cease upon the termination of Participant's Continuous Service. Upon termination of Participant's Continuous Service, the unvested portion of the RSU DSU on the date of such termination will be forfeited at no cost to the Company and Participant will have no further right, title or... interest in or to such RSU DSU or the Shares of Common Stock underlying such RSU. DSU. (b) The Committee or the Board may at any time accelerate the vesting schedule specified in this Award Agreement. View More
Vesting. (a) Except as otherwise provided herein, the Restricted Stock Units to which this Award Agreement relates will vest in accordance with the vesting provisions set forth in the Notice of Grant, and vesting will cease upon the termination of Participant's Continuous Service. Upon Except with respect to vesting of this RSU upon the occurrence of certain events as described in the Notice of Grant, upon termination of Participant's Continuous Service, the unvested portion of the RSU on the date of suc...h termination will be forfeited at no cost to the Company and Participant will have no further right, title or interest in or to such RSU or the Shares of Common Stock underlying such RSU. (b) The Committee or the Board may at any time accelerate the vesting schedule specified in this Award Agreement. View More
Vesting. The Stock Options shall become vested and exercisable only if the Consultant continues to regularly perform services for the Company as a consultant through the Vesting Dates set forth in the vesting schedule on the first page of the Award Agreement, and satisfies any other vesting conditions specified on such first page.
Vesting. The Stock Options shall become vested and exercisable only if the Consultant Participant continues to regularly perform services for be employed by the Company as a consultant through the Vesting Dates set forth in the vesting schedule on the first page of the Award Agreement, and satisfies any other vesting conditions specified on such first page.
Vesting. Subject to the conditions contained herein and in the Plan, the shares of Restricted Stock shall vest and the restrictions on such shares of Restricted Stock shall lapse as provided in the Grant Notice. With respect to any share of Restricted Stock, the period of time that such share of Restricted Stock remains subject to vesting shall be its Restricted Period.
Vesting. Subject to the conditions contained herein and in the Plan, the shares of Restricted Stock shall vest and the restrictions on such shares of Restricted Stock shall lapse as provided in the Grant Notice. With respect to any share of Restricted Stock, the period of time that such share of Restricted Stock remains subject to vesting shall be its Restricted Period. Period.3. Issuance of Shares of Restricted Stock. The provisions of Section 8(d)(i) of the Plan are incorporated herein by reference and... made a part hereof. View More
Vesting. Subject to the conditions contained herein and in the Plan, the shares of Restricted Stock shall vest and the restrictions on such shares of Restricted Stock shall lapse as provided in the Grant Notice. With respect to any share of Restricted Stock, the period of time that such share of Restricted Stock remains subject to vesting shall be its Restricted Period. Period.3. Issuance of Shares of Restricted Stock. The provisions of Section 9(d)(i) of the Plan are incorporated herein by reference and... made a part hereof. View More
Vesting. (a) The shares of Stock subject to this Stock Award shall vest in full at the earlier of (a) the day immediately prior to the [first]1 annual meeting of stockholders of the Company following the date of this agreement and (ii) one (1) year from the Date of Grant (the "Vesting Date"). (b) From and after the Date of Grant through the date on which the Stock Award becomes fully vested pursuant to subparagraph (a) above, the unvested portion of the Stock Award remains subject to forfeiture in accord...ance with the terms of Sections 2(d) and 3 hereof. (c) In accordance with the Plan, shares of Stock subject to this Stock Award that have not previously vested shall become immediately vested upon a Change of Control. (d) Shares of Stock subject to this Stock Award that do not vest in accordance with this paragraph shall be forfeited.View More
Vesting. (a) The shares of Stock subject to this Stock Award shall vest in full at the earlier of (a) the day immediately prior with respect to the [first]1 annual meeting of stockholders [25]% of the Company following shares on first anniversary of the date Grant Date and thereafter shall vest with respect to an additional [25]% on an annual basis through the [fourth] anniversary of this agreement the Grant Date until the Stock Award is 100% vested, subject to Sections 2(c) and (ii) one (1) year from th...e Date of Grant (the "Vesting Date"). 3 hereof. (b) From and after the Date of Grant through the date on which the Stock Award becomes fully vested pursuant to subparagraph (a) above, the unvested portion of the Stock Award remains subject to forfeiture in accordance with the terms of Sections 2(d) and 3 hereof. (c) In accordance with the Plan, shares of Stock subject to this Stock Award that have not previously vested shall become immediately vested upon a Change of Control. (d) Shares of Stock subject to this Stock Award that do not vest in accordance with this paragraph shall be forfeited. View More
Vesting. (a) The shares of Stock subject to this Stock Award shall vest in full at the earlier of (a) the day immediately prior to the [first]1 first annual meeting of stockholders of the Company following the date of this agreement and (ii) one (1) year from the Date of Grant (the "Vesting Date"). (b) From and after the Date of Grant through the date on which the Stock Award becomes fully vested pursuant to subparagraph (a) above, the unvested portion of the Stock Award remains subject to forfeiture in ...accordance with the terms of Sections 2(d) and Section 3 hereof. Such period shall be known herein as the "Restricted Period." (c) In accordance with the Plan, shares of Stock subject to this Stock Award that have not previously vested shall become immediately vested upon a Change of Control. (d) Shares of Stock subject to this Stock Award that do not vest in accordance with this paragraph shall be forfeited. View More
Vesting. Vesting of awards granted under this Policy will cease if the Director resigns from the Board or otherwise ceases to serve as a Director, unless the Board determines that the circumstances warrant continuation of vesting. All equity awards granted under this Policy will vest in full immediately prior to a Change in Control (as defined in the Plan), subject to the Director's Continuous Service (as defined in the Plan) as of the day prior to the closing of the Change in Control. Reimbursement of E...xpenses The Company will reimburse Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board meetings. Philosophy This Policy is designed to attract and retain experienced, talented individuals to serve on the Board. The Board anticipates that the Board, or a duly authorized committee thereof, will generally review Director compensation on an annual basis following the initial public offering. The Policy, as amended from time to time, may take into account the time commitment expected of Directors, best practices and market rates in Director compensation, the economic position of FibroGen, broader economic conditions, historical compensation structure, the advice of the compensation consultant that the Compensation Committee or the Board may retain from time to time, and the potential dilutive effect of equity awards on our stockholders. Under this Policy, Directors receive cash compensation in the form of retainers to recognize their day to day contributions, the level of responsibility as well as the necessary time commitment involved in serving in a leadership role and/or on committees. Directors also receive equity compensation because we believe that stock ownership provides an incentive to act in ways that maximize long-term stockholder value. Further, we believe that stock-based awards are essential to attracting and retaining talented Board members. When options are granted, these options have an exercise price equal to not less than the fair market value of FibroGen's Common Stock on the date of grant, so that options provide a return only if the fair market value appreciates over the period in which the option vests and remains exercisable. We believe that the vesting acceleration provided in the case of a change in control is consistent with market practices and is critical to attracting and retaining high quality Directors. Eligible Directors Only members of the Board who are not concurrently employees of FibroGen are eligible for compensation under this Policy (each such member, a "Director"). Any director may also decline compensation per policy of their affiliated entity or for any other reason prior to the start of the period of service to which the compensation relates. Annual Cash Compensation The annual cash compensation set forth below is payable in equal quarterly installments, in arrears, on the last day of each quarter in which the service occurred, pro-rated for any partial quarters of service. All annual cash fees are vested upon payment.View More
Vesting. Vesting of awards granted under this Policy will cease if the Director resigns from the Board or otherwise ceases to serve as a Director, unless the Board determines that the circumstances warrant continuation of vesting. All equity awards granted under this Policy will vest in full immediately prior to a Change in Control (as defined in the Plan), subject to the Director's Continuous Service (as defined in the Plan) as of the day prior to the closing of the Change in Control. Reimbursement of E...xpenses The Company will reimburse Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board meetings. meetings, and other activities performed in the course of their service on the Board. Philosophy This Policy is designed to attract and retain experienced, talented individuals to serve on the Board. The Board anticipates that the Board, or a duly authorized committee thereof, will generally review Director compensation on an annual basis following the initial public offering. The Policy, as amended from time to time, may take into account the time commitment expected of Directors, best practices and market rates in Director compensation, the economic position of FibroGen, broader economic conditions, historical compensation structure, the advice of the compensation consultant that the Compensation Committee or the Board may retain from time to time, and the potential dilutive effect of equity awards on our stockholders. Under this Policy, Directors receive cash compensation in the form of retainers to recognize their day to day contributions, the level of responsibility as well as the necessary time commitment involved in serving in a leadership role and/or on committees. Directors also receive equity compensation because we believe that stock ownership provides an incentive to act in ways that maximize long-term stockholder value. Further, we believe that stock-based awards are essential to attracting and retaining talented Board members. When options are granted, these options have an exercise price equal to not less than the fair market value of FibroGen's Common Stock on the date of grant, so that options provide a return only if the fair market value appreciates over the period in which the option vests and remains exercisable. We believe that the vesting acceleration provided in the case of a change in control is consistent with market practices and is critical to attracting and retaining high quality Directors. EX-10.1 2 fgen-ex101_190.htm EX-10.1 fgen-ex101_190.htm Exhibit 10.1 FibroGen, Inc. Non-Employee Director Compensation Policy This Non-Employee Director Compensation Policy (the "Policy") documents the terms and conditions of the cash and equity compensation that non-employee members of the Board of Directors (the "Board") of FibroGen, Inc. ("FibroGen") may earn for their service on the Board from and after the initial public offering of the common stock of FibroGen. Eligible Directors Only members of the Board who are not concurrently employees of FibroGen are eligible for compensation under this Policy (each such member, a "Director"). Any director may also decline compensation per policy of their affiliated entity or for any other reason prior to the start of the period of service to which the compensation relates. Annual Cash Compensation The annual cash compensation set forth below is payable in equal quarterly installments, in arrears, on the last day of each quarter in which the service occurred, pro-rated for any partial quarters of service. All annual cash fees are vested upon payment. View More
