Common use of Vesting Schedule Clause in Contracts

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 5 contracts

Samples: Stock Option Agreement (TransDigm Group INC), Stock Option Agreement (TransDigm Group INC), Stock Option Agreement (TransDigm Group INC)

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Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The In addition, Participant explicitly acknowledges and agrees to be bound by the Restrictive Covenants set forth in Section 3.6 of the Restricted Stock Unit Agreement. Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Notice within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. Participant acknowledges that Section 4.5 of the Restricted Stock Unit Agreement amends the governing law of Participant’s Invention & Secrecy Agreement (as defined in the Restricted Stock Unit Agreement) and hereby agrees to such amendment. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Notice and Restricted Stock Unit Award Agreement (Cubic Corp /De/), Incentive Award Plan Restricted Stock (Cubic Corp /De/)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Optionee’s continued status as an Employee, Consultant or Non-Employee Director, the Option shall be eligible to vest and become exercisable upon with respect to twenty-five percent (25%) of the achievement shares of performance objectives over Common Stock subject thereto on the period first anniversary of the Vesting Commencement Date set forth in Exhibit B hereto above (provided that the Participant is “Vesting Commencement Date”), and with respect to an Eligible Person (as defined in additional 1/48th of the Plan) at all times during the period beginning shares of Common Stock subject thereto on the Grant Date and ending on the applicable vesting date): each monthly anniversary thereafter. By his or her signature, the Participant Optionee agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Optionee has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT REACHLOCAL, INC. OPTIONEE By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedReachLocal, Inc., a Delaware corporation (the “Company”), has granted to the Participant Optionee an option (the “Option”)1 under the Company’s 2006 Amended and Restated 2008 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice.

Appears in 4 contracts

Samples: Stock Option Agreement (ReachLocal Inc), Stock Option Agreement (ReachLocal Inc), Stock Option Agreement (ReachLocal Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Agreement within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject [The Shares subject to this Award vest when you complete twelve months of continuous Service as an Employee or a Consultant from the Vesting Commencement Date.] [Sample language – actual vesting to be inserted.] By your signature and the signature of the Company’s representative below, you and the Company agree that these Restricted Shares are granted under and governed by the term and conditions of the Plan and the Restricted Stock Agreement (the “Agreement”), both of which are attached to and made a part of this document. By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail. [NAME OF RECIPIENT] VIOLIN MEMORY, INC. By: Title: VIOLIN MEMORY, INC. NOTICE OF RESTRICTED STOCK AWARD VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Payment For Shares No cash payment is required for the Shares you receive. You are receiving the Shares in consideration for Services rendered by you. Vesting The Shares that you are receiving will vest in installments, as shown in the Notice of Restricted Stock Award. No additional Shares vest after your Service as an Employee or a Consultant has terminated for any reason. Shares Restricted Unvested Shares will be considered “Restricted Shares.” Except to the extent permitted by the Committee, you may not sell, transfer, assign, pledge or otherwise dispose of Restricted Shares. Forfeiture If your Service terminates for any reason, then your Shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited. The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons. Leaves Of Absence For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work. If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Option Agreement Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. Stock Certificates The certificates for the Restricted Shares have stamped on them a special legend referring to the forfeiture restrictions. In addition to or in lieu of imposing the legend, the Company may hold the certificates in escrow. As your vested percentage increases, you may request (including without limitation at reasonable intervals) that the Company release to you a non-legended certificate for your vested Shares. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT Shareholder Rights During the period of time between the date of grant and the date the Restricted Shares become vested, you shall have all exhibits theretothe rights of a shareholder with respect to the Restricted Shares except for the right to transfer the Restricted Shares, as set forth above. Accordingly, you shall have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted Shares. Withholding Taxes Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided you acknowledge that the Participant ultimate liability for all Tax-Related Items legally due by you is an Eligible Person and remains your responsibility and that the Company and/or your Employer (as defined 1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan) at all times during shares received under this Award, including the period beginning on the Grant Date and ending on the applicable award or vesting date): By his or her signatureof such shares, the Participant agrees subsequent sale of shares under this Award and the receipt of any dividends; and (2) do not commit to structure the terms of the award to reduce or eliminate your liability for Tax-Related Items. No stock certificates will be bound released to you, unless you have paid or made adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or your Employer. In this regard, you authorize the Company and/or your Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the terms and conditions Company and/or your Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, a) withholding shares that otherwise would be delivered to you when they vest having a Fair Market Value equal to the amount necessary to satisfy the minimum statutory withholding amount , b) having the Company withhold taxes from the proceeds of the Plansale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Stock Option Agreement and Company (on your behalf pursuant to this Grant Noticeauthorization), or (c) any other arrangement approved by the Company. The Participant has reviewed fair market value of these shares, determined as of the Stock Option Agreementdate when taxes otherwise would have been withheld in cash, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that will be applied as a condition credit against the withholding taxes. Finally, you shall pay to receiving the Option, Company or your Employer any amount of Tax-Related Items that the Participant shall comply with Company or the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees Employer may be required to accept withhold as binding, conclusive and final all decisions or interpretations a result of the Committee upon any questions arising under your participation in the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number your acquisition of shares that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT Restrictions On Resale You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of Stock indicated in time after the Grant Noticetermination of your Service as the Company may specify.

Appears in 4 contracts

Samples: Restricted Stock Agreement (Violin Memory Inc), Restricted Stock Agreement (Violin Memory Inc), Restricted Stock Agreement (Violin Memory Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Notice within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her signature below is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not sign this Grant Notice in the space indicated below and return the executed Grant Notice to the Company within sixty (60) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. CUBIC CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT AWARD AGREEMENT

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Notice within sixty (60) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [Insert Vesting Schedule.] In the event of cessation of Participant’s status as a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will terminate immediately, unless specifically provided otherwise in this Award Agreement or other written agreement between Participant and the Company or any of its Subsidiaries or Parents, as applicable. By Participant’s signature and the signature of the representative of Transphorm, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in the residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: TRANSPHORM, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Transphorm, Inc.), Restricted Stock Unit Agreement (Transphorm, Inc.), Restricted Stock Unit Agreement (Transphorm, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED IMAGE ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print By: Title: Name: Title: Address: 00000 Xxxxxxxx Xxxxxx, Ste 200 Address: Chatsworth, CA 91311 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedImage Entertainment, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 3 contracts

Samples: Restricted Stock Award Agreement (Image Entertainment Inc), Restricted Stock Award Agreement (Image Entertainment Inc), Restricted Stock Award Agreement (Image Entertainment Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [Insert Vesting Schedule.] If Participant’s Continuous Status as a Participant ends for any reason before Participant vests in all or some of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Units, the Option shall be eligible unvested Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will terminate and never will vest, unless specifically provided otherwise in this Award Agreement or in another written agreement between Participant and Micron Technology, Inc. (the achievement ”Company”) or any of performance objectives over the period set forth in Exhibit B hereto its Subsidiaries or Parents, as applicable (provided that any such other written agreement must have been duly authorized and signed by an officer of the Company or any of its Subsidiaries or Parents). By Participant is an Eligible Person electronically accepting this Agreement or manually signing this Agreement (in either case, as defined and in the Planmanner specified by the Company), Participant and the Company agree that (1) at all times during the period beginning on the Grant Date this Restricted Stock Unit Award is granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan and this Award Agreement, which constitutes an Award Certificate for purposes of the Plan, (2) Participant acknowledges that Participant has received a copy of the Stock Option Agreement Plan and this Grant Notice. The the prospectus for the Plan (and/or that Participant has electronic access to a copy of the Plan and prospectus), (3) Participant acknowledges that Participant has reviewed the Stock Option AgreementPlan, the Plan related prospectus, and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing signing or accepting this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant NoticeAward Agreement, the Stock Option Agreement and the Plan. The (4) Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionPlan and this Award Agreement. TRANSDIGM GROUP INCORPORATED [PARTICIPANT By______________________________ Signature ______________________________ Printed Name][Note: By: Print Name: Print Name: Title: Address: Address: delete for electronic acceptance form] EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 3 contracts

Samples: Option Agreement (Micron Technology Inc), Restricted Stock Agreement (Micron Technology Inc), Restricted Stock Unit Agreement (Micron Technology Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, this Option may be exercised, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE] Termination Period: This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of the Stock Plan or Section 20 of Exhibit A hereto. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated above. PARTICIPANT: REALPAGE, INC. Signature By Print Name Title EXHIBIT A

Appears in 2 contracts

Samples: Stock Option Award Agreement (Realpage Inc), Stock Option Award Agreement (Realpage Inc)

Vesting Schedule. Subject The Shares subject to this Share Purchase Right shall vest and be released from the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Company’s Repurchase Option, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person Restricted Stock Purchase Agreement, according to the following schedule: [25% of the Shares shall be released from the Company’s Repurchase Option (as defined in the PlanRestricted Stock Purchase Agreement) at all times during the period beginning on the Grant first anniversary of the Vesting Start Date and ending 1/48th of the total number of Shares shall be released from the Company’s Repurchase Option thereafter so that 100% of the Shares shall be released from such Repurchase Option on the applicable fourth (4th) anniversary of the Vesting Start Date, subject to Purchaser remaining a Service Provider through each such vesting date): .] By his or her signaturesignature and the Company’s signature below, the Participant Xxxxxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Purchase Agreement and this Grant Notice. The Participant Purchaser has reviewed the Restricted Stock Option Purchase Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all the provisions of this Grant Notice, the Restricted Stock Option Purchase Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Purchase Agreement. If Xxxxxxxxx is married, his or her spouse has signed the Consent of Spouse attached to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT this Grant Notice as Exhibit D. NEVRO CORPORATION: PURCHASER: By: By: Print Name: Print Name: Title: Title: Address: Address: EXHIBIT A TO STOCK OPTION PURCHASE RIGHT GRANT NOTICE RESTRICTED STOCK OPTION PURCHASE AGREEMENT Pursuant to the Stock Option Purchase Right Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Purchase Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedNevro Corporation, a Delaware corporation (the “Company”), ) has granted to Purchaser (as defined in the Participant an option (Grant Notice) the “Option”)1 right to purchase the number of shares of Restricted Stock under the Company’s 2006 Nevro Corporation 2007 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 2 contracts

Samples: 2007 Stock Incentive Plan (Nevro Corp), 2007 Stock Incentive Plan (Nevro Corp)

Vesting Schedule. Subject to the terms and conditions of the Plan, this Grant Notice and the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Award Agreement, and subject to Participant’s continued service through each applicable vesting date, the Option Restrictions shall be eligible to become exercisable upon lapse and the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person Earned Shares (as defined in Exhibit B) shall vest as set forth below, assuming the PlanPerformance Conditions set forth on Exhibit B to this Grant Notice are satisfied: • % of the Shares shall vest on , 20 ; • % of the Shares shall vest on , 20 ; and • % of the Shares shall vest on , 20 ; provided, however, that the Earned Shares shall be subject to accelerated vesting as set forth in Section 2.2(c) at all times during of the period beginning on the Grant Date and ending on the applicable vesting date): Restricted Stock Agreement. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT this Grant Notice as Exhibit C. XXXXXXX XXXX HOMES: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: 4695 MacArthur Court Address: 8th Floor Newport Beach, CA 92660 Attachments: Restricted Stock Award Agreement (Exhibit A) Performance Conditions (Exhibit B) Consent of Spouse (Exhibit C) Assignment Separate from Certificate (Exhibit D) Joint Escrow Instructions (Exhibit E) Form of Internal Revenue Code Section 83(b) Election and Instructions (Exhibit F) • Election under Internal Revenue Code Section 83(b) (Attachment 1 to Exhibit F) • Sample Cover Letter to Internal Revenue Service (Attachment 2 to Exhibit F) EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE XXXXXXX XXXX HOMES RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedXxxxxxx Xxxx Homes, a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of Shares under the Company’s 2006 Stock Xxxxxxx Xxxx Homes 2012 Equity Incentive Plan Plan, as amended from time to time (the “Plan”) to purchase the number of shares of Stock indicated ), as set forth in the Grant Notice.

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (William Lyon Homes), Restricted Stock Award Agreement (William Lyon Homes)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in Exhibit B hereto (provided that to this Grant Notice. By electronically accepting the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureAward, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Award and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, U.S. prospectus for the Participant shall comply with Plan and the Stock Retention Guidelines set forth on Exhibit C. The Participant tax supplement to the U.S. prospectus for Holder’s country of employment. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO PERFORMANCE RESTRICTED STOCK OPTION UNIT GRANT NOTICE PERFORMANCE RESTRICTED STOCK OPTION UNIT AGREEMENT Pursuant to the Performance Restricted Stock Option Unit Grant Notice (the “Grant Notice”) to which this Performance Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 2 contracts

Samples: Performance Restricted Stock Unit Agreement, Performance Restricted Stock Unit Agreement (Life Technologies Corp)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED IMAGE ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print By: Title: Name: Title: Address: 00000 Xxxxxxxx Xxxxxx, Ste 200 Chatsworth, CA 91311 Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedImage Entertainment, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (Image Entertainment Inc), Stock Option Agreement (Image Entertainment Inc)

Vesting Schedule. Subject The Participant will be deemed to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), have accepted the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees agreed to be bound by the terms and conditions of the Plan, the Stock Agreement and this Grant Notice, unless the Participant informs the Company in writing within 30 days immediately following the date of the Company’s electronic or other written notification to the Participant of the grant of the Option (the “Notification Date”) that the Participant wishes to reject the Option. Failure to notify the Company in writing of the Participant’s rejection of the Option during this 30-day period will result in the Participant’s acceptance of the Option and the Participant’s agreement to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. The In addition, the Participant may accept the Option and agree to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice by signing below following the Notification Date. By accepting the Option, Participant agrees that he or she has reviewed the Stock Option Agreement, the Plan and this the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Option and fully understands all provisions of this the Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, the Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED FUNKO, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Shares set forth in the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement, Stock Option Grant Notice And (Funko, Inc.)

Vesting Schedule. Subject The Option Shares shall initially be unvested and subject to repurchase by the terms Corporation, at the Exercise Price paid per share. Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall lapse with respect to, one-third of the Stock Option Agreement Shares on each of the first, second and third anniversaries of _______________, 1998, (including without limitation all exhibits theretothe "Closing Date"), the Option shall be eligible date of closing under the Agreement and Plan of Merger dated March ____, 1998 among the Corporation, ATI Acquisition Corp. and Acute Therapeutics, Inc. However, in the event that Optionee's Service is terminated by the Corporation prior to become exercisable upon the achievement third anniversary of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (Closing Date for any reason other than Cause, as defined in the Plan) at Employment Agreement, or a breach by Optionee of the Employment Agreement, vesting of the Option Shares shall accelerate so that the Corporation's repurchase right shall lapse with respect to, and Optionee shall acquire a vested interest in, all times during of the period beginning on Option Shares as of the Grant Date effective date of such termination. In no event shall any additional Option Shares vest after Optionee's termination of Service. Optionee understands and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee understands and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition the Option is granted subject to receiving the Option, the Participant shall comply and in accordance with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations terms of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Corporations's 1998 Stock Incentive Plan (the "Plan") attached hereto as Exhibit B. REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHT SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE. No Employment or Service Contract. Nothing in this Notice shall confer upon Optionee any right to purchase continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the number rights of shares the Corporation (or any parent or subsidiary employing or retaining Optionee) or of Stock indicated Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service in accordance with applicable law or the Grant NoticeEmployment Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Discovery Laboratories Inc), Agreement and Plan of Merger (Discovery Laboratories Inc /De/)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period periods set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) subject to Participant’s Continuous Service at all times during the period beginning on the Grant Date and ending on the applicable vesting date, except as otherwise set forth in the Stock Option Agreement): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PERIMETER SOLUTIONS SA PARTICIPANT By: By: Print Name: Print Name: Title: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedPerimeter Solutions SA, a Delaware corporation public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2021 Equity Incentive Plan (the “Plan”) to purchase receive the number of shares of Stock Shares indicated in the Grant NoticeNotice upon the terms and conditions set forth in the Plan and this Agreement.

Appears in 2 contracts

Samples: Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan, this Award Agreement or any other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary, as applicable) governing the terms of the Stock Option Agreement (including without limitation all exhibits thereto)this Award, the Option shall Restricted Stock Units will be eligible scheduled to become exercisable upon vest according to the achievement following vesting schedule: [Restricted Stock Units will vest as to 1/16th of performance objectives over the period set forth in Exhibit B hereto (provided that Number of Restricted Stock Units each 3 months following the Vesting Commencement Date, so as to be 100% vested on the fourth anniversary of the Vesting Commencement Date, subject to the Participant is an Eligible Person continuing to be a Service Provider (as defined in the Plan) at all times during through such vesting dates.] If Participant ceases to be a Service Provider for any or no reason before vesting in the period beginning Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire Shares hereunder will immediately terminate. By clicking on the Grant Date “I accept” button, Participant represents that Participant and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Notice of Grant, the Terms and Conditions of Restricted Stock Option Unit Grant, attached hereto as Exhibit A, the Country Addendum to the Restricted Stock Unit Agreement attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto, each of which are made a part of this Grant Noticedocument. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing accepting this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: Participant further agrees to notify the Company upon any change in the residence address. AMBARELLA, INC. /s/ Xxxxxxx Xxxxxxxx General Counsel and Corporate Secretary EXHIBIT A TO AMBARELLA, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK OPTION GRANT NOTICE UNIT AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Ambarella Inc), Restricted Stock Unit Agreement (Ambarella Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED IMAGE ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print By: Title: Name: Title: Address: 20525 Xxxxxxxx Street, Ste 200 Chatsworth, CA 91311 Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedImage Entertainment, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (Image Entertainment Inc), Stock Option Agreement (Image Entertainment Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period periods set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) subject to Participant’s Continuous Service at all times during the period beginning on the Grant Date and ending on the applicable vesting date, except as otherwise set forth in the Stock Option Agreement): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. [The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. C.]1 The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PERIMETER SOLUTIONS SA PARTICIPANT By: By: Print Name: Xxxxxx Xxxxxxxx Print Name: Title: AddressGeneral Counsel Title: Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 1Included only for the executive officers who are subject to stock retention guidelines. EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedPerimeter Solutions SA, a Delaware corporation public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2021 Equity Incentive Plan (the “Plan”) to purchase receive the number of shares of Stock Shares indicated in the Grant NoticeNotice upon the terms and conditions set forth in the Plan and this Agreement.

Appears in 2 contracts

Samples: Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the one (including without limitation all exhibits thereto)1)-year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person Restricted Stock Units will vest on each Quarterly Vesting Date (as defined below) thereafter, subject to Participant continuing to be a Service Provider through each such date.] A “Quarterly Vesting Date” is the first trading day on or after each of [February 15], [May 15], [August 15], and [November 15]. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureRestricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of Revolve Group, Inc. (the “Company”) below, Participant agrees to be bound and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: REVOLVE GROUP, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Revolve Group, LLC), Restricted Stock Unit Agreement (Advance Holdings, LLC)

Vesting Schedule. Subject The Option shall vest and become exercisable as to 25% of the total number of Shares subject to the terms Option (rounded down to the next whole number of Shares) on each of the Stock first four anniversaries of the Vesting Commencement Date, so that all of the Option Agreement shall be fully vested and exercisable on the fourth (including without limitation all exhibits thereto)4th) anniversary of the Vesting Commencement Date, subject to Participant remaining a Service Provider through each such vesting date. Notwithstanding the foregoing, the Option shall be eligible subject to become exercisable upon accelerated vesting and exercisability to the achievement of performance objectives over extent, if any, provided in Participant’s employment or consulting agreement or offer letter with the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Company or its affiliate. By his or her signaturesignature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT FALCON ACQUISITION GROUP, INC.: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedFalcon Acquisition Group, a Delaware corporation Inc. (the “Company”), ) has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Stock Shares indicated in the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (Frontier Group Holdings, Inc.), Stock Option Agreement (Frontier Group Holdings, Inc.)

Vesting Schedule. Subject Vesting Date(s): This Award shall vest on the date(s) set forth on Exhibit B subject to the terms satisfaction of the Stock Option Agreement terms and conditions described in the exhibits (including without limitation all exhibits schedules subject thereto). By Xxxxxxx’s signature and the signature of the representative of the Company below, Grantee and the Option shall be eligible to become exercisable upon the achievement Company agree that this Award of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant PSUs is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including the Terms and Conditions of Performance Unit Grant Noticeattached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant Xxxxxxx acknowledges receipt of a copy of the Plan. Xxxxxxx has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under relating to the Plan or relating this Award Agreement. Xxxxxxx further agrees to notify the OptionCompany upon any change in Xxxxxxx’s residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: GRANTEE BAKKT HOLDINGS, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Grantee Residence Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.TERMS AND CONDITIONS OF PERFORMANCE UNIT GRANT

Appears in 2 contracts

Samples: Performance Unit Agreement (Bakkt Holdings, Inc.), Performance Unit Agreement (Bakkt Holdings, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Optionee’s continued status as an Employee, the Option shall be eligible to vest and become exercisable upon with respect to twenty-five percent (25%) of the achievement shares of performance objectives over Common Stock subject thereto on the period first anniversary of the Vesting Commencement Date set forth in Exhibit B hereto above (provided that the Participant is “Vesting Commencement Date”), and with respect to an Eligible Person (as defined in additional 1/48th of the Plan) at all times during the period beginning shares of Common Stock subject thereto on the Grant Date and ending on the applicable vesting date): each monthly anniversary thereafter. By his or her signature, the Participant Optionee agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Optionee has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT REACHLOCAL, INC. OPTIONEE By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedReachLocal, Inc., a Delaware corporation (the “Company”), has granted to the Participant Optionee an option (the “Option”)1 under the Company’s 2006 Amended and Restated 2008 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (ReachLocal Inc), Stock Option Agreement (ReachLocal Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period periods set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) subject to Participant’s Continuous Service at all times during the period beginning on the Grant Date and ending on the applicable vesting date, except as otherwise set forth in the Stock Option Agreement): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PERIMETER SOLUTIONS SA PARTICIPANT By: By: Print Name: Print Name: Title: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedPerimeter Solutions SA, a Delaware corporation public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2021 Equity Incentive Plan (the “Plan”) to purchase receive the number of shares of Stock Shares indicated in the Grant NoticeNotice upon the terms and conditions set forth in the Plan and this Agreement.

Appears in 2 contracts

Samples: Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA)

Vesting Schedule. Subject to The Shares will vest in four equal annual installments, with the terms first such installment vesting on the one-year anniversary of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending the last such installment vesting on the four-year anniversary of the Grant Date, in each case subject to the Participant’s continued employment with or service to the Company on each applicable vesting date): . By his or her signaturesignature and the Company’s and the Partnership’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT CORESITE REALTY CORPORATION: By: By: Xxxxxx Xxx Print Name: Print Name: Title: Address: Address: CORESITE L.P.: By: Print Name: Title: Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedCoreSite Realty Corporation, a Delaware Maryland corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Restricted Stock under the CoreSite Realty Corporation and CoreSite, L.P. 2010 Equity Incentive Award Plan (the "Plan”) indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (CoreSite Realty Corp), Restricted Stock Award Agreement (CoreSite Realty Corp)

Vesting Schedule. Subject to the terms See Section 1 of the Stock Option Agreement Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that: ● The Option is governed by this Grant Notice, certain provisions of the Company’s 2019 Equity Incentive Plan, as the same may be amended or restated from time to time (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (“Plan”) as defined specified in the Plan) at all times during Stock Option Agreement, and the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions provisions of the Plan, the Stock Option Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) the Option Agreement may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. ● You consent to receive this Grant Notice. The Participant has reviewed , the Stock Option Agreement, the Plan, the prospectus regarding the Option (“Prospectus”) and any other related documents by electronic delivery and to have the Option administered through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. ● You have read and are familiar with the applicable provisions of the Plan and the provisions of this Grant Notice, the Stock Option Agreement, and the Notice of Exercise. In the event of any conflict between (i) the provisions in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, the Stock Option Agreement or the Notice of Exercise and fully understands all (ii) the applicable provisions of the Plan, the provisions of this Grant Notice, the Stock Option Agreement and the PlanNotice of Exercise shall control. The Participant agrees Stock Option Agreement and your Employment Terms offer letter, dated May 3, 2019, as amended pursuant to the Modification of Offer Letter Agreement, dated February 19, 2020 and April 12, 2023, between you and the Company, as may be further amended from time to time (the “Offer Letter”) sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that as a condition to receiving subject (including any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written agreement between the OptionCompany and you), the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees exception of other equity awards previously granted to accept as bindingyou. In the event of any conflict between the provisions of (i) this Grant Notice, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Agreement and the Notice of Exercise and (ii) the Offer Letter, including with respect to vesting acceleration upon a separation of service, the provisions of this Grant Notice”) to which this , the Stock Option Agreement and the Notice of Exercise shall control. ● Counterparts may be delivered via facsimile, electronic mail (this “including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. Fastly, Inc. By:/s/ Xxxx Xxxxxxxxxxx Signature Title: Chief Executive Officer Date: April 17, 2023 Optionholder /s/ Xxxxx Xxxxxxx Signature Date: April 17, 2023 Attachments: Stock Option Agreement”) is attached, TransDigm Group IncorporatedNotice of Exercise, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Plan Attachment I Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.Option Agreement

Appears in 2 contracts

Samples: Letter Agreement (Fastly, Inc.), Letter Agreement (Fastly, Inc.)

Vesting Schedule. Subject [Vesting to the terms be specified in individual agreements]. [The Shares shall also be subject to accelerated vesting in accordance with Section 3.2(b) of the Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Agreement.] By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to the Optionthis Grant Notice as Exhibit B. PROVIDE COMMERCE, INC. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: 0000 Xxxxxxxxx Xxxxx Drive Address: San Diego, CA 92121 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedProvide Commerce, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Amended and Restated 2003 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Provide Commerce Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the one (including without limitation all exhibits thereto)1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Option shall be eligible Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. By Participant’s signature and the achievement signature of performance objectives over the period set forth in Exhibit B hereto (provided representative of the Company below, Participant and the Company agree that the Participant this Award of Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT By: By: GRID DYNAMICS HOLDINGS, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Form Rsu Agreement (Grid Dynamics Holdings, Inc.)

Vesting Schedule. Subject to Except as provided in the terms of the Stock Option Award Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (and provided that the Participant is an Eligible Person Participant’s Service (as defined in Section 3.1 of the PlanAward Agreement) at all times during has not terminated prior to the period beginning relevant date, the Restricted Stock Units shall vest in accordance with the following schedule: twenty-five percent (25%) of the total number of Restricted Stock Units set forth in this Grant Notice shall vest on each of the Grant Date and ending on first four (4) anniversaries of the applicable vesting date): Vesting Commencement Date. By his or her signaturesignature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement Award Agreement, including the Appendix, and this Grant Notice. The Participant has reviewed the Stock Option Award Agreement, the Plan Appendix, the Plan, and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Notice, and fully understands all provisions of this Grant Notice, the Stock Option Agreement Award Agreement, the Appendix, and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionRestricted Stock Units. TRANSDIGM GROUP INCORPORATED SILICON LABORATORIES INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO SILICON LABORATORIES INC. 2009 STOCK OPTION GRANT NOTICE INCENTIVE PLAN GLOBAL RESTRICTED STOCK OPTION UNITS AWARD AGREEMENT Pursuant Silicon Laboratories Inc. (the “Company”) has granted to the Participant named in the Restricted Stock Option Units Grant Notice (the “Grant Notice”) to which this Global Restricted Stock Option Units Award Agreement (this “Award Agreement”) is attachedattached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Award Agreement, TransDigm Group Incorporated, a Delaware corporation including any country-specific terms and conditions set forth in an appendix to such agreement (the “CompanyAppendix”), . The Award has been granted pursuant to the Participant an option (the “Option”)1 under the Company’s 2006 Silicon Laboratories Inc. 2009 Stock Incentive Plan Plan, as amended and restated (the “Plan”) ), as amended to purchase the number Grant Date, the provisions of shares of Stock indicated which are incorporated herein by reference. Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.

Appears in 1 contract

Samples: Award Agreement (Silicon Laboratories Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option RSUs shall be eligible vest as follows: 25% of the RSUs shall vest on each of the first four anniversaries of the Vesting Commencement Date so long as Holder does not have a Termination of Service prior to become exercisable upon any such vesting date (each such vesting date, a “Scheduled Vesting Date” with respect to that portion of the achievement RSUs scheduled to vest on such date). Notwithstanding the foregoing, if any of performance objectives over the period set forth in Exhibit B hereto (provided foregoing vesting events occurs on a day that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning not a day on the Grant Date and ending on which The Nasdaq Stock Market is open for trading, then the applicable vesting date): date shall be the next occurring day on which The Nasdaq Stock Market is open for trading. By his or her signatureelectronically accepting the Award, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Award and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, U.S. prospectus for the Participant shall comply with Plan and the Stock Retention Guidelines set forth on Exhibit C. The Participant tax supplement to the U.S. prospectus for Holder’s country of employment. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT GRANT NOTICE RESTRICTED STOCK OPTION UNIT AGREEMENT Pursuant to the Restricted Stock Option Unit Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Life Technologies Corp)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall vest as follows: [To be eligible to become exercisable upon the achievement of performance objectives over the period set forth specified in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): individual agreements]. By his or her signaturesignature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. DIGITAL GENERATION, INC. HOLDER By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Digital Generation, Inc.)

Vesting Schedule. Subject to the terms Section 3 of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (and provided that the Participant is remains continuously in service as an Eligible Person (as defined in the Plan) at all times during the period beginning on Employee from the Grant Date and ending on to the applicable vesting date): relevant date set forth below: By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED NOBLE ENVIRONMENTAL POWER, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedNoble Environmental Power, Inc., a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2008 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Noble Environmental Power LLC)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The In addition, Participant explicitly acknowledges and agrees to be bound by the Restrictive Covenants set forth in Section 3.6 of the Restricted Stock Unit Agreement. Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Administrator, in the event Participant does not electronically accept this Grant Notice within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. Participant acknowledges that Section 4.5 of the Restricted Stock Unit Agreement amends the governing law of Participant’s Invention & Secrecy Agreement (as defined in the Restricted Stock Unit Agreement) and hereby agrees to such amendment. ​ EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. Participant acknowledges receipt of a copy of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided Plan and represents that the Participant he or she is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by familiar with the terms and conditions provisions thereof, and hereby accepts this Award Agreement subject to all of the Plan, the Stock Option Agreement terms and this Grant Noticeprovisions thereof. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in the residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: AEHR TEST SYSTEMS Signature By Print Name: Name Print Name: Title: Name Address: Address: EXHIBIT A TO Title AEHR TEST SYSTEMS 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT AWARD AGREEMENT

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Aehr Test Systems)

Vesting Schedule. Subject to Section 3 of the Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule: If Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any Shares hereunder will terminate in accordance with Section 3 of the Award Agreement. By no later than the date that is one month prior to the first vest date applicable to the Restricted Stock Units subject to this Award Agreement, Participant must acknowledge and accept the terms and conditions of this Award electronically via the on-line or electronic system established and maintained by the Company or a third party designated by the Company and take any other action required by the Administrator related to the acceptance of this Award (including, if applicable, establishing any required brokerage account), provided, if Participant is based in a country that requires Participant to acknowledge and accept the terms and conditions of this Award in writing, Participant must, by no later than the date that is one month prior to the first vest date applicable to the Restricted Stock Units subject to this Award Agreement, acknowledge and accept the terms and conditions of this Award by signing below and returning a hard copy of the executed Award Agreement to the Company. If Participant does not acknowledge and accept the terms and conditions of this Award by the date that is one month prior to the first vest date applicable to the Restricted Stock Option Units subject to this Award Agreement or Participant does not take any other action required by the Administrator related to the acceptance of this Award (including without limitation all exhibits theretoincluding, if applicable, establishing any required brokerage account), this Award and the Option shall Restricted Stock Units subject to this Award will be eligible to become exercisable upon automatically forfeited immediately following such date. By Participant accepting this Award, Participant and Beyond Meat, Inc. (the achievement “Company”) agree that this Award of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant Notice(including any country-specific addendum thereto), attached hereto as Exhibit A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing accepting this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon Administrator on any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant BEYOND MEAT, INC. [Insert digital signature] If Participant is based in a country that requires Participant to acknowledge and accept the terms and conditions of this Award in writing, Participant must acknowledge and accept the terms and conditions of this Award by signing below and returning a hard copy of the executed Award Agreement to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.. PARTICIPANT: Signature Print Name -3- EXHIBIT A

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Beyond Meat, Inc.)

Vesting Schedule. Subject to the terms 20% of the Stock Option Agreement (including without limitation all exhibits thereto), the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning vest on the Grant first anniversary of the Vesting Commencement Date and ending an additional 20% shall vest on each subsequent anniversary of the Vesting Commencement Date, such that 100% of the RSUs are vested on the applicable vesting date): fifth anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee of the Company or one of its Subsidiaries. By his or her signaturesignature or by electronic acceptance and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement Unit Agreement, including Exhibit B, and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, including Exhibit B, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement Unit Agreement, including Exhibit B, if any, for Participant’s country, and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or Committee of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Unit Agreement, including Exhibit B, if any, for Participant’s country. TRANSDIGM GROUP INCORPORATED PARTICIPANT BIO-RAD LABORATORIES, INC.: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE BIO-RAD LABORATORIES, INC. RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this the “Agreement”) is attached, TransDigm Group IncorporatedBio-Rad Laboratories, Inc., a Delaware corporation (the Company”) has granted to Participant the right to receive the number of Restricted Stock Units (the “ RSUs”) under the 2007 Incentive Award Plan, as amended from time to time (the “ Plan”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated as set forth in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Bio Rad Laboratories Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined any acceleration provisions contained in the Plan) at all times during , any separate agreement between the period beginning on above-named award Participant and the Grant Date and ending on the applicable vesting date): By his Company, or her signatureset forth below, the Restricted Stock Units will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. Participant will be considered to no longer be a Service Provider as of the date he or she ceases to provide Services and will not be treated as employed during a notice period or garden leave during which Services are not provided, as provided in Section 8(k). By Participant’s grant acceptance pursuant to such Participant’s online account at E*Trade, Participant agrees to be bound that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant Noticeand the country-specific Appendix, attached hereto as Exhibits A and B, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: Participant further agrees to notify the Company upon any change in the residence address. EXHIBIT A TO TERMS AND CONDITIONS OF NON-U.S. RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Maxlinear Inc)

Vesting Schedule. Subject to accelerated vesting as provided in the Plan, including in conjunction with a Change in Control, or to the extent set forth below, the Restricted Stock Units subject to this Grant will vest in accordance with the following schedule: The difference between one-third (1/3rd) of the Restricted Stock Units Subject to Grant less the Reduced Shares on the one (1) year anniversary of the Date of Grant, and (B) one-half (1/2) of the remaining Restricted Stock Units Subject to Grant on each of the two (2) and three (3) year anniversaries of the Date of Grant, in each case subject to the applicable your continued status as a Service Provider through the applicable vesting dates. Unless otherwise defined herein, the terms defined in the Telenav, Inc. 2019 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement, which includes the Notice of Restricted Stock Unit Grant (the Stock Option Agreement (including without limitation all exhibits thereto“Notice of Grant”), the Option shall be eligible to become exercisable upon the achievement Terms and Conditions of performance objectives over the period set forth in Restricted Stock Unit Grant, attached hereto as Exhibit B A, and all other exhibits, addenda, and appendices attached hereto (provided that all together, the Participant is an Eligible Person “Award Agreement”). If you currently are or subsequently transfer outside of the United States, the Country Addendum attached hereto (as defined or otherwise made available to you), shall have the meaning given to them in the Plan) at all times during the period beginning on . Termination: Your right under the Grant Date to receive shares of our Common Stock shall only be with respect to those Restricted Stock Units which have vested as of the date of your termination as a Service Provider. This Grant is subject to earlier termination as provided in the Plan, including specifically Section 15 of the Plan. By our signatures, you and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound Company agree that this Grant is governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant Notice. The Participant has reviewed the Stock Option Agreement, including exhibits hereto, all of which are made an integrated and single agreement. You confirm that you have had the opportunity to review the Plan and this Grant Notice Agreement in their entirety, has had an opportunity entirety and to obtain the advice of counsel prior to executing this Grant Notice Agreement, and that you fully understands understand all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAgreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees You further agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon Administrator of any questions arising under the Plan or relating to the OptionPlan and Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By. PARTICIPANT: By: Print Name: Print Name: Title: Address: Address: TELENAV, INC. Xxxxx Xxxxxxxx Vice President and General Counsel EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Telenav, Inc.)

Vesting Schedule. Subject The shares of Common Stock subject to the terms Option (rounded down to the next whole number of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shares) shall be eligible to vest and become exercisable upon on the achievement of performance objectives over dates and in the period set forth amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By Xxxxxx's signature below, or by Xxxxxx's submitting his or her signatureelectronic acceptance of the Option subject to this Grant Notice online using the website of the Company's designated brokerage firm, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Xxxxxx agrees to access copies of the Plan and the prospectus governing the Plan (the “Plan Documents”) on the Company's intranet or on the website of the Company's designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company's corporate offices. Xxxxxx has reviewed this Grant Notice, the Stock Option Agreement, Agreement and the Plan and this Grant Notice Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Option subject hereto and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionStock Option Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByHOLDER: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Non-Qualified Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedLeap Wireless International, a Delaware corporation Inc. (the “Company”), ) has granted to the Participant Holder an option (the “Option”)1 under the Company’s 2006 's 2004 Stock Incentive Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference.

Appears in 1 contract

Samples: Stock Option Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject to Except as provided in the terms of the Stock Option Award Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (and provided that the Participant is an Eligible Person Participant’s Service (as defined in Section 3.1 of the PlanAward Agreement) at all times during has not terminated prior to the period beginning relevant date, the Restricted Stock Units shall vest in accordance with the following schedule: twenty-five percent (25%) of the total number of Restricted Stock Units set forth in this Grant Notice shall vest on each of the first four (4) anniversaries of the Grant Date and ending on the applicable vesting date): Date. By his or her signaturesignature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement Award Agreement, including the Appendix, and this Grant Notice. The Participant has reviewed the Stock Option Award Agreement, the Plan Appendix, the Plan, and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Notice, and fully understands all provisions of this Grant Notice, the Stock Option Agreement Award Agreement, the Appendix, and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionRestricted Stock Units. TRANSDIGM GROUP INCORPORATED SILICON LABORATORIES INC. PARTICIPANT By: /s/ Xxxxxx X. Xxxxxx By: [Electronic Signature] Print Name: Print NameXxxxxx X. Xxxxxx Date: [Accept Date] Title: Chief Executive Officer Address: Address: EXHIBIT A TO 000 X Xxxxx Xxxxxx Austin, TX 78701 SILICON LABORATORIES INC. 2009 STOCK OPTION GRANT NOTICE INCENTIVE PLAN GLOBAL RESTRICTED STOCK OPTION UNITS AWARD AGREEMENT Pursuant Silicon Laboratories Inc. (the “Company”) has granted to the Participant named in the Restricted Stock Option Units Grant Notice (the “Grant Notice”) to which this Global Restricted Stock Option Units Award Agreement (this “Award Agreement”) is attachedattached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Award Agreement, TransDigm Group Incorporated, a Delaware corporation including any country-specific terms and conditions set forth in an appendix to such agreement (the “CompanyAppendix”), . The Award has been granted pursuant to the Participant an option (the “Option”)1 under the Company’s 2006 Silicon Laboratories Inc. 2009 Stock Incentive Plan Plan, as amended and restated (the “Plan”) ), as amended to purchase the number Grant Date, the provisions of shares of Stock indicated which are incorporated herein by reference. Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.

Appears in 1 contract

Samples: Award Agreement (Silicon Laboratories Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option RSUs shall vest [_____________], provided that Participant does not experience a Termination of Service prior to each such vesting date. For clarity, in addition to the foregoing, if a Change in Control occurs, the RSUs shall be eligible subject to become exercisable upon the achievement accelerated vesting as provided in Section 11.2(d)(ii) and (iii) of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): . By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or and/or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionAward. TRANSDIGM GROUP INCORPORATED SEASPINE HOLDINGS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: 5000 Xxxxxx Xx. Carlsbad, CA 92008 Email: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSeaSpine Holdings Corporation, a Delaware corporation (the “Company”), has granted to Participant the Participant an option (the “Option”)1 number of Restricted Stock Units under the Company’s 2006 Stock 2018 Employment Inducement Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (SeaSpine Holdings Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: One-fourth (1/4th) of the Restricted Stock Option Agreement Units will vest on each of the first four anniversaries of the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. If the Company uses an electronic capitalization table system (such as E*Trade, Shareworks or Carta) and the fields in this Notice of Grant are blank or the information is otherwise provided in a different format electronically, the blank fields and other information will be deemed to come from the electronic capitalization system and is considered part of this Notice of Grant. By Participant’s acceptance (whether in writing, electronically or otherwise, including without limitation all exhibits theretoan acceptance through an electronic capitalization table system used by fuboTV Inc. (the “Company”), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: FUBOTV INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: fuboTV Inc. /FL

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (vest [VESTING TO BE SPECIFIED IN INDIVIDUAL AGREEMENTS], provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable Holder shall not have had a Termination of Service prior to such vesting date): dates. By his or her signaturesignature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Xxxxxx acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her signature below is a condition to the receipt of this Award. As a result, unless otherwise determined by the Administrator, in the event Holder does not sign this Grant Notice in the space indicated below and return the executed Grant Notice to the Company within sixty (60) days of receipt of this Grant Notice, this Award shall be forfeited and Holder shall have no further rights thereto. SIZMEK INC. HOLDER By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Sizmek Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: <vesting_schedule> In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. For the avoidance of doubt, service during only a portion of the vesting period until the respective vesting date shall not entitle Participant to vest in a pro rata portion of the Restricted Stock Option Agreement Units scheduled to vest on such date. By Participant’s signature and the signature of the representative of Lyft, Inc. (including without limitation all exhibits thereto)the “Company”) below, Participant and the Option shall be eligible to become exercisable upon the achievement Company agree that this Award of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. By signing this Award Agreement, Participant is agreeing to arbitration of any disputes related to this Award Agreement and of any disputes related to Participant’s employment relationship with the Company, as provided in Section 16. PARTICIPANT: By: LYFT, INC. Signature Signature <first_name> <last_name> Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Lyft, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, this Option may be exercised, in whole or in part, in accordance with the following schedule: [insert vesting schedule] Termination Period: This Option will be exercisable for three (3) months after the Participant ceases to be a Service Provider, unless such termination is due to participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after the Participant ceases to be a Service Provider. Notwithstanding the forgoing, in no event may this Option be exercised after the Term/expiration date as provided above and may be subject to earlier termination as provided in Section 14 of the Stock Option Plan. By Participant’s acceptance of this Award Agreement (including without limitation all exhibits thereto)either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound that this Option is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated below. In witness whereof, Tesla, Inc. has caused this Agreement to be executed on its behalf by its duly-authorized officer on the day and year first indicated above. PARTICIPANT TESLA, INC. Signature By Print Name Title Residence Address EXHIBIT A

Appears in 1 contract

Samples: Equity Incentive Plan (Tesla, Inc.)

Vesting Schedule. Subject to Except as provided in the terms of the Stock Option Award Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (and provided that the Participant is an Eligible Person (as defined Participant’s Service has not terminated prior to the relevant date, the Restricted Stock Units shall vest and become nonforfeitable in accordance with the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): following schedule: . By his or her signaturesignature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Award Agreement and this Grant Notice. The Participant has reviewed the Stock Option Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Award Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionRestricted Stock Units. TRANSDIGM GROUP INCORPORATED SILICON LABORATORIES INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO SILICON LABORATORIES INC. 2009 STOCK OPTION GRANT NOTICE INCENTIVE PLAN RESTRICTED STOCK OPTION UNITS AWARD AGREEMENT Pursuant U.S. PARTICIPANTS Silicon Laboratories Inc. (the “Company”) has granted to the Participant named in the Restricted Stock Option Units Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Units Award Agreement (this “Award Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted attached an Award consisting of Restricted Stock Units subject to the Participant an option (terms and conditions set forth in the “Option”)1 under Grant Notice and this Award Agreement. The Award has been granted pursuant to the Company’s 2006 Silicon Laboratories Inc. 2009 Stock Incentive Plan (the “Plan”) ), as amended to purchase the number Grant Date, the provisions of shares of Stock indicated which are incorporated herein by reference. Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.

Appears in 1 contract

Samples: Award Agreement (Silicon Laboratories Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall any acceleration provisions that may be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined contained in the Plan) at all times during Plan or that may be described below, your Restricted Stock will vest and NextG’s right to repurchase or reacquire your Restricted Stock will lapse according to the period beginning on the Grant Date following schedule: [INSERT VESTING SCHEDULE] YOU MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR THE RESTRICTED STOCK AWARD WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By mutually signing below, you and ending on the applicable vesting date): By his or her signatureNextG agree that this Restricted Stock Award is granted under, the Participant agrees to be bound by and governed by, the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant Notice. The Participant has reviewed the Stock Option Agreement, including the Restricted Stock Grant Terms and Conditions, which are attached as Exhibit A, and all of which are part of this document. By signing below, you also expressly acknowledge and agree that (1) you have reviewed the Plan and this Grant Notice Agreement in their entirety, has ; (2) you have had an a full and fair opportunity to obtain the seek and receive legal advice of counsel prior to executing and other professional advice before signing this Grant Notice Agreement; and (3) you fully understands understand all provisions of the Plan and this Grant NoticeAgreement. Additionally, the Stock Option by signing this Agreement and the Plan. The Participant agrees that as a condition to receiving the Optionaccepting this Restricted Stock Award, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees you also expressly acknowledge and agree to accept as binding, conclusive conclusive, and final all Administrator decisions or interpretations of the Committee upon about any questions arising under the Plan or relating to the OptionPlan and this Agreement. TRANSDIGM GROUP INCORPORATED Finally, you agree to notify NextG upon any change in your residence from the residence address that you specified below. PARTICIPANT By: By: NEXTG NETWORKS, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Date Title Date Residence Address: EXHIBIT A TO RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.TERMS AND CONDITIONS

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Nextg Networks Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By Xxxxxx's signature below, or by Xxxxxx's submitting his or her signatureelectronic acceptance of the Shares subject to this Grant Notice using the website of the Company's designated brokerage firm, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, Xxxxxx agrees to access copies of the Plan and the prospectus governing the Plan (the “Plan Documents”) on the Company's intranet or on the website of the Company's designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company's corporate offices. Xxxxxx has reviewed this Grant Notice Notice, the Restricted Stock Agreement and the Plan Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Shares subject hereto and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByHOLDER: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedLeap Wireless International, a Delaware corporation Inc. (the “Company”), ) has granted to Holder the Participant an option (the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 's 2004 Stock Incentive Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject to the terms and conditions of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option SARs shall be eligible vest in equal installments of 50% of the total number of Shares subject to become exercisable upon the achievement SARs on each of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on first two anniversaries of the Grant Date and ending on the applicable vesting date): Date. By his or her signatureParticipant’s signature below, the Participant agrees to be bound by the terms and conditions of the Sub-Plan, the Stock Option Agreement Agreement, the Foreign Appendix , if applicable, and this Grant Notice. The Participant has reviewed the Stock Option Sub-Plan, the Agreement, the Plan Foreign Appendix, if applicable, and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement Agreement, the Foreign Appendix, if applicable, and the Sub-Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Sub-Plan, this Grant Notice, the Foreign Appendix, if applicable or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED LIVANOVA PLC PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION APPRECIATION RIGHT GRANT NOTICE STOCK OPTION APPRECIATION RIGHT AGREEMENT Pursuant to the Stock Option Appreciation Right Grant Notice (the “Grant Notice”) to which this Stock Option Appreciation Right Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedLivaNova PLC, a Delaware corporation public limited company incorporated under the laws of England and Wales (the “Company”), ) has granted to the Participant an option Stock Appreciation Rights (the Option”)1 SARs”) under the Company’s 2006 Stock 2015 Incentive Award Sub-Plan (as amended from time to time, the “Sub-Plan”) to purchase over the number of shares of Stock indicated Shares set forth in the Grant Notice.

Appears in 1 contract

Samples: Stock Appreciation Right Agreement (LivaNova PLC)

Vesting Schedule. Subject to the terms of the Performance Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option PRSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Performance Restricted Stock Option Unit Agreement and this Grant Notice. The In addition, Participant explicitly acknowledges and agrees to be bound by the Restrictive Covenants set forth in Section 3.6 of the Performance Restricted Stock Unit Agreement. Participant has reviewed the Performance Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Performance Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Performance Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Performance Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Performance Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically Internal Performance-Based Vesting Version accept this Grant Notice within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. Participant acknowledges that Section 4.5 of the Performance Restricted Stock Unit Agreement amends the governing law of Participant’s Invention & Secrecy Agreement (as defined in the Performance Restricted Stock Unit Agreement) and hereby agrees to such amendment. EXHIBIT A TO PERFORMANCE RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE PERFORMANCE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Performance Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Performance Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated PRSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Performance Restricted Stock (Cubic Corp /De/)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the one (including without limitation all exhibits thereto)1) year anniversary of the Vesting Commencement Date, and twenty-five percent (25%) of the Restricted Stock Units will vest each year thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Option shall be eligible Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. By Participant’s signature and the achievement signature of performance objectives over the period set forth in Exhibit B hereto representative of NanoString Technologies, Inc. (provided the “Company”) below, Participant and the Company agree that the Participant this Award of Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: NANOSTRING TECHNOLOGIES, Inc. Signature By Print Name: Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (NanoString Technologies Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option RSUs shall be eligible vest on the first to become exercisable upon occur of (a) the achievement first anniversary of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending or (b) the first annual meeting of the Company’s stockholders occurring after the Grant Date. Notwithstanding the foregoing, if any of the foregoing vesting events occurs on a day that is not a day on which The Nasdaq Stock Market is open for trading, then the applicable vesting date): date shall be the next occurring day on which The Nasdaq Stock Market is open for trading. By his or her signatureelectronically accepting the Award, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Award and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT GRANT NOTICE RESTRICTED STOCK OPTION UNIT AGREEMENT Pursuant to the Restricted Stock Option Unit Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Life Technologies Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan or set forth below (including the Exhibits hereto), any [Earned Units] will vest as set forth in the Vesting Provisions for Performance-Based Restricted Stock Units attached hereto as Exhibit B. Unless specifically provided otherwise in this Award Agreement or other written agreement authorized by the Administrator between Participant and the Company or any Parent or Subsidiary of the Company, as applicable, governing the terms of the this Award, Performance-Based Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible Units scheduled to become exercisable vest on a certain date or upon the achievement occurrence of performance objectives over a certain condition will not vest in accordance with any of the period set forth in Exhibit B hereto (provided provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that the Participant this Award of Performance-Based Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Performance-Based Restricted Stock Unit Grant, attached hereto as Exhibit A, Vesting Provisions for Performance-Based Restricted Stock Units attached hereto as Exhibit B and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in Participant’s residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: MICROVISION, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO TERMS AND CONDITIONS OF PERFORMANCE-BASED RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Microvision, Inc.)

Vesting Schedule. Subject to the terms and conditions of the Stock Option Agreement (including without limitation all exhibits thereto)Plan, the Option shall be eligible to Agreement and this Grant Notice, this SAR will vest and become exercisable upon as follows: In no event, however, shall this SAR vest or become exercisable for any additional Shares following the achievement termination of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Participant’s continuous Employment. By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant NoticeNotice (together, the “Grant Documents”). The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice entirety and fully understands all provisions of this the Grant Notice, the Stock Option Agreement and the PlanDocuments. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionGrant Documents. TRANSDIGM GROUP INCORPORATED IRIDIUM COMMUNICATIONS INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: Attachments: Stock Appreciation Right Agreement (Exhibit A) Form of Exercise Notice (Exhibit B) Iridium Communications Inc. 2009 Stock Incentive Plan (Exhibit C) Iridium Communications Inc. 2009 Stock Incentive Plan Prospectus (Exhibit D) EXHIBIT A TO STOCK OPTION APPRECIATION RIGHT GRANT NOTICE STOCK OPTION APPRECIATION RIGHT AGREEMENT Pursuant to the Stock Option Appreciation Right Grant Notice (the “Grant Notice”) to which this Stock Option Appreciation Right Agreement (this the “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation Iridium Communications Inc. (the “Company”), ) has granted to the Participant an option (the “Option”)1 a stock appreciation right under the Company’s 2006 Iridium Communications Inc. 2009 Stock Incentive Plan (the “Plan”) to purchase over the number of shares of Stock Shares specified in the Grant Notice at the strike price indicated in the Grant Notice.. The SAR shall entitle Participant upon exercise to an amount equal to (x) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the strike price per Share, times (y) the number of Shares as to which the SAR is being exercised, upon the terms and conditions set forth in the Plan, the Grant Notice and this Agreement (together, the “Grant Documents”). Capitalized terms not defined in this Agreement shall have the meaning specified in the Grant Notice or, if not defined therein, the Plan. The SAR shall be subject to the terms and conditions set forth below:

Appears in 1 contract

Samples: Stock Appreciation Right Grant (Iridium Communications Inc.)

Vesting Schedule. Subject The Option shall become vested and exercisable in four equal and cumulative installments of twenty-five percent (25%) of the total number of shares of Stock subject to the terms Option on each of the Stock Option Agreement first four (including without limitation all exhibits thereto)4) anniversaries of the Grant Date, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined Holder remains continuously employed in active service by the Plan) at all times during the period beginning on Company from the Grant Date and ending on through such date. If application of the applicable vesting date): percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each installment except for the last installment of the vesting schedule, which shall be exercisable for the full remainder of the shares of Stock subject to the Option. By his or her signature, the Participant Holder agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT BIO-RAD LABORATORIES, INC. HOLDER By: /s/ Xxxxxxx X. Xxxxx By: Print Name: Xxxxxxx X. Xxxxx Print Name: Title: Address: Address: EVP, General Counsel & Secretary EXHIBIT A TO STOCK OPTION GRANT NOTICE NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Non-Qualified Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedBio-Rad Laboratories, Inc., a Delaware corporation (the “Company”), has granted to the Participant Holder an option (the “Option”)1 under the Company’s 2006 Stock 2017 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Incentive Award Plan (Bio-Rad Laboratories, Inc.)

Vesting Schedule. Subject to the terms Section 3 of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Terms or any acceleration provisions contained in the Plan or set forth below, the Option shall Restricted Stock Units will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE] In the event Participant ceases to be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person a Service Provider (as defined described in Section 3 of the Restricted Stock Unit Terms) for any or no reason before Participant vests in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureRestricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of the Company below, Participant agrees to be bound and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the PlanPlan and the Award Agreement, which are made a part of this document. By accepting this Award, Participant expressly consents to the sale of Shares to cover the all applicable withholding obligations for Tax-Related Item (and any associated broker or other fees), as set forth in Section 7 of the Restricted Stock Option Agreement Unit Terms, and this Grant Noticeagrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: A10 NETWORKS, INC. By: By: Signature Print Name: Name Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION UNIT GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Capitalized terms used but not defined in this Exhibit A shall have the same meanings assigned to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated them in the Grant NoticePlan and/or the Notice of Grant.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (A10 Networks, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including including, without limitation limitation, all exhibits thereto), the Option shall be eligible to vest and become exercisable upon with respect to 1/3 of the achievement shares of performance objectives over Common Stock covered thereby on each of the period set forth first three anniversaries of the Grant Date, provided in Exhibit B hereto (provided each case that the Participant is an Eligible Person Individual (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): . [Signatures are on next page.] By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED VERSO PAPER CORP. PARTICIPANT By: BySignature: Print Name: Print Name: Title: Address: 6775 Lenox Center Court Address: Suite 400 Memphis, TN 38115-4436 EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedVerso Paper Corp., a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 Option”) under the Company’s 2006 Stock 2008 Incentive Plan Award Plan, as amended (the “Plan”) ), to purchase the number of shares of Common Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Verso Paper Corp.)

Vesting Schedule. Subject The total number of shares subject to this Option shall vest according to the terms following schedule, subject to the Optionee’s Continuous Service and satisfaction of all applicable conditions to vesting and exercisability set forth in the Stock Option Agreement (including without limitation Agreement. By signing below, you acknowledge and agree to all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of set forth herein and in the Plan, the attached Stock Option Agreement and this Grant NoticeNotice of Exercise. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByOptionee: By/s/ Xxxxx Xxx (Signature) Company: Print Name: Print Name: /s/ Xxx Xxxxx (Signature) Title: AddressChief Executive Officer Attachments Attachment I: AddressStockOption Agreement Attachment II: EXHIBIT A TO Noticeof Exercise ATTACHMENT I STOCK OPTION GRANT NOTICE AGREEMENT TVIA, INC. STOCK OPTION AGREEMENT Pursuant to the your Stock Option Grant Notice (the “Grant Notice”) to which and this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedTVIA, INC., a Delaware corporation (the “Company”), has granted to the Participant you an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “PlanOption”) to purchase the number of shares of Stock the Company’s common stock, par value $0.001 per share (“Common Stock”), indicated in the Grant Notice at the exercise price indicated in such Grant Notice., subject to the terms set forth herein. This option is granted in order to induce you to accept employment with the Company. This option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). This option is granted outside of, and is not subject to, the Company’s 2003 Stock Incentive Plan or any other stock plan of the Company. The terms of the Option are as follows:

Appears in 1 contract

Samples: Stock Option Agreement

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Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Participant’s continued service as a Director, the Option shall be eligible to vest and become exercisable upon with respect to 331/2% of the achievement shares subject thereto on each of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on first, second and third anniversaries of the Grant Date and ending on the applicable vesting date): Date. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED THE SPECTRANETICS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE THE SPECTRANETICS CORPORATION STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedThe Spectranetics Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Spectranetics Corp)

Vesting Schedule. The Restricted Stock Units will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE.] Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined any acceleration provisions contained in the Plan) at all times during , this Award Agreement, in another compensatory plan or program maintained by the period beginning on Company, or in a separate written agreement between the Grant Date Company and ending on the applicable Participant, and in accordance with Section 5 of the Award Agreement, in the event Participant ceases to be a Service Provider for any or no reason before Participant vests in a Restricted Stock Unit pursuant to the vesting date): By his or her signatureschedule set forth above, the Restricted Stock Unit and Participant’s right to acquire any Shares thereunder will immediately terminate. Participant agrees will be considered to be bound providing services and will continue to vest in the Restricted Stock Units while on an approved leave of absence. By Participant’s signature and the signature of the representative of the Company below, or by Participant’s acceptance of the Award Agreement through the Company’s designated online acceptance procedures (which must be completed no later than 30 calendar days prior to the Date the Award of Restricted Stock Units is first scheduled to vest under this Award Agreement (such deadline for completion, the “Acceptance Deadline”)), Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and the Addendum, all of which are made a part of this document. If Participant does not affirmatively accept this Award Agreement prior to the Acceptance Deadline, Participant will be deemed to have accepted the Award Agreement as of the Acceptance Deadline, unless, prior to the Acceptance Deadline, the Participant has provided notice to the Company at xxxxxx@xxxxxx.xxx indicating Participant’s intent to decline this Award of Restricted Stock Option Agreement Units. If such notice is timely provided, the notice will be irrevocable and this Grant NoticeAward of Restricted Stock Units will be immediately canceled and forfeited in its entirety at no cost to the Company. The No benefits from the Restricted Stock Units nor any compensation or benefits in lieu of the Restricted Stock Units will be provided to Participant in this case. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and this Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated above. SPLUNK INC. By Title PARTICIPANT Name Signature EXHIBIT A

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Splunk Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the This Option shall be eligible to vest and become exercisable upon for the achievement shares of performance objectives over the period set forth Stock in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning a series of 4 equal installments on each anniversary of the Grant Date and, if applicable, pursuant to that certain Change in Control Severance Agreement and ending on Employment Agreement, each among the applicable vesting date): Company, Participant and T1 Delaware Corporation. In no event, however, shall this Option vest and become exercisable for any additional shares of Stock after Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, except as provided herein and in each of the Change in Control Severance Agreement and Employment Agreement. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PEERLESS SYSTEMS CORPORATION PARTICIPANT By: By: Print Name: Rxxxxxx X. Roll Print Name: Axxxxx Xxxxxxx Title: President and CEO Address: 2000 Xxxxxxxxx Xxxxxx Address: 9000 Xxxxx 000xx Xxx El Segundo, CA 90245 Scottsdale, AZ, 85259 EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedPeerless Systems Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2005 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Peerless Systems Corp)

Vesting Schedule. Subject to the terms 1/48th of the Stock Option Agreement (including without limitation all exhibits thereto), the Option Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Exhibit B hereto (provided that Section 3.1 of the Participant is Restricted Stock Agreement following the end of each full month of continuous service as an Eligible Person (as defined in Individual following the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Issuance Date. By his or her signature, the Participant Xxxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant Grantee has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Xxxxxxx is married, his or her spouse has signed the Consent of Spouse attached to the Optionthis Grant Notice as Exhibit B. ZHONE TECHNOLOGIES, INC. TRANSDIGM GROUP INCORPORATED PARTICIPANT GRANTEE By: By: Print Name: Print Name: Title: Address: 0000 Xxxxxxx Xxxxxx Address: Oakland, CA 94621 EXHIBIT A TO RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedZhone Technologies, Inc., a Delaware corporation (the “Company”), has granted to Grantee the Participant an option (right to purchase the “Option”)1 number of Shares of Restricted Stock under the Company’s 2006 Amended and Restated 2001 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Zhone Technologies Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option Award shall be eligible vest on June 1, 2014, subject to become exercisable upon Participant’s continued status as an Employee of or Consultant to the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending Company or any Subsidiary on the applicable vesting date): By his or her signature. In addition, the RSUs shall vest upon the occurrence of a Change in Control. By electronically accepting this document, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Unit Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Zogenix, Inc.)

Vesting Schedule. Subject to accelerated vesting as provided in the Plan, including in that certain Change in Control Severance Agreement or similar agreement by and between you and the Company, as may be amended from time to time, or to the extent set forth below, the Restricted Stock Units subject to this Grant will vest in accordance with the following schedule: The Restricted Stock Units subject to Grant will vest [_________________], subject to the Participant continuing to be a Service Provider through such respective dates. Unless otherwise defined herein, the terms defined in the Telenav, Inc. 2019 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement, which includes the Notice of Restricted Stock Unit Grant (the Stock Option Agreement (including without limitation all exhibits thereto“Notice of Grant”), the Option shall be eligible to become exercisable upon the achievement Terms and Conditions of performance objectives over the period set forth in Restricted Stock Unit Grant, attached hereto as Exhibit B A, and all other exhibits, addenda, and appendices attached hereto (provided that all together, the Participant is an Eligible Person “Award Agreement”). If you currently are or subsequently transfer outside of the United States, the Country Addendum attached hereto (as defined or otherwise made available to Participant), shall have the meaning given to them in the Plan) at all times during the period beginning on . Termination: Your right under the Grant Date to receive shares of our Common Stock shall only be with respect to those Restricted Stock Units which have vested as of the date of your termination as a Service Provider. This Grant is subject to earlier termination as provided in the Plan, including specifically Section 15 of the Plan. By our signatures, you and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound Company agree that this Grant is governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant Notice. The Participant has reviewed the Stock Option Agreement, including exhibits hereto, all of which are made an integrated and single agreement. You confirm that you have had the opportunity to review the Plan and this Grant Notice Agreement in their entirety, has had an opportunity entirety and to obtain the advice of counsel prior to executing this Grant Notice Agreement, and that you fully understands understand all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAgreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees You further agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon Administrator of any questions arising under the Plan or relating to the OptionPlan and Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByPARTICIPANT: By: Print Name: Print Name: Title: Address: Address: TELENAV, INC. Xxxxx Xxxxxxxx Vice President and General Counsel EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Telenav, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock will vest and the Company’s right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [VESTING SCHEDULE TO COME] Notwithstanding the foregoing, the vesting of the Shares of Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible subject to become exercisable any vesting acceleration provisions applicable to the Shares of Restricted Stock contained in any employment or service agreement, offer letter, change in control severance agreement, or any other agreement that, prior to and effective as of the date of this Agreement, has been entered into between Participant and the Company or any parent or subsidiary corporation of the Company (such agreement, a “Separate Agreement”) to the extent not otherwise duplicative of the vesting terms described above (by way of example, if a Separate Agreement provides for different acceleration of vesting provisions for all of Participant’s shares of restricted stock upon a termination of Participant as a Service Provider for “good reason” that is defined differently, and the achievement of performance objectives over Participant’s status as a Service Provider terminates in a manner that would trigger “good reason” under the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureSeparate Agreement but not under this Agreement, the Participant agrees would remain entitled to be bound the acceleration of vesting under the Separate Agreement). By Participant’s signature and the signature of the representative of Yext, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAgreement. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAgreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT By: By: YEXT, INC. Signature By Print Name: Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Yext, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following schedule: Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the first (including without limitation 1st) anniversary of the Vesting Commencement Date (“VCD”) and twenty-five percent (25%) of the Restricted Stock Units will vest on each anniversary of the VCD thereafter, so that all exhibits thereto)Restricted Stock Units will be fully vested on the four-year anniversary of the VCD. In the event Participant ceases to provide Service for any or no reason before the applicable vesting dates set forth above, then Participant's right to acquire any Shares hereunder with respect to any of the Option Restricted Stock Units that remain unvested as of the date Participant ceases to provide Service will immediately terminate. If Participant provides Service on the Date of Grant in a capacity other than (or in addition to) a faculty member, then the Participant shall be eligible deemed for purposes of this Award Agreement to become exercisable have ceased providing Service upon the achievement earlier of performance objectives over (i) the period set forth in Exhibit B hereto date he or she ceases for any reason to provide Service, or (provided that ii) the first date on which the Participant is an Eligible Person (as defined employed by the Company or any Subsidiary solely in the Plancapacity of an adjunct faculty member. By Participant's signature and the signature of the representative of Bridgepoint Education, Inc. (the “Company”) at all times during below, Participant and the period beginning on the Grant Date Company agree that this Award of Restricted Stock Units is granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Company upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: BRIDGEPOINT EDUCATION, INC. _________________________________ _____________________________ Signature By _________________________________ _____________________________ Print Name: Print Name: Title: Name Title Residence Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice._________________________________ _________________________________

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Bridgepoint Education Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Participant’s continued Service, the Option shall be eligible vest with respect to become exercisable upon 1/36th of the achievement shares subject thereto on each monthly anniversary of performance objectives over the period Vesting Commencement Date set forth in Exhibit B hereto above (provided the "Vesting Commencement Date”) such that the Participant is an Eligible Person Option shall be vested with respect to 100% of the shares subject thereto on the third anniversary of the Vesting Commencement Date; provided, however, that notwithstanding anything contained in this Grant Notice or the Stock Option Agreement, the Option shall not be exercisable to any extent by anyone prior to the time that the Plan Amendment (as defined in the PlanStock Option Agreement) at all times during is approved by the period beginning on the Grant Date and ending on the applicable vesting date): Company’s stockholders. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED THE SPECTRANETICS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Xxxxx Xxxxxxxxxxxx Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE THE SPECTRANETICS CORPORATION STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedThe Spectranetics Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Spectranetics Corp)

Vesting Schedule. Subject The Option shall vest and become exercisable as to 25% of the total number of Shares subject to the terms Option on the first anniversary of the Stock Vesting Commencement Date and as to 1/48th of the total number of Shares subject to the Option Agreement (including without limitation on each monthly anniversary thereafter, so that all exhibits thereto), of the Shares subject to the Option shall be eligible to become fully vested and exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on fourth anniversary of the applicable Vesting Commencement Date, subject to Participant not experiencing a Termination of Service through each such vesting date): . By his or her signaturesignature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT SANA BIOTECHNOLOGY, INC.: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT Exhibit A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSana Biotechnology, a Delaware corporation Inc. (the “Company”), ) has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock 2018 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Stock Shares indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Sana Biotechnology, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of BrightSource Energy, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. Participant and the Company further agree that the Award of Restricted Stock Units is granted under and governed by Section 102(b)(2) and Section 102(b)(3) of the Income Tax Ordinance (New Version) – 1961 (the “ITO”) and the Rules promulgated in connection therewith and the Trust Agreement, a copy of which has been provided to Participant or made available for his/her review. Furthermore, by Participant’s signature below, Participant agrees that the Award and any related Shares will be issued to or controlled by the Trustee for the Participant’s benefit, pursuant to the terms of the ITO, the Rules and the Trust Agreement. Participant confirms that he or she is familiar with the terms and provisions of Section 102 of the ITO, particularly the Capital Gains Track described in subsections (b)(2) and (b)(3) thereof, and agrees that he or she will not require the Trustee to release the Award or Shares to him or her, or to sell the Award or Shares to a third party, during the Required Holding Period, unless permitted to do so by applicable law and unless he or she bears the full implications of such request. PARTICIPANT: By: BRIGHTSOURCE ENERGY, INC. Signature By Print Name: Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (BrightSource Energy Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): attached hereto. By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. Participant understands and agrees that this RSU Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the vesting period of the RSU Award or any portion of it. The Plan, this Grant Notice and the Restricted Stock Unit Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Participant with respect to the Optionsubject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Participant by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Participant by the Company. TRANSDIGM GROUP INCORPORATED GOLDEN ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print Title: Name: Title: Address: Address: US-DOCS\101190362.1 EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (right to receive up to the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the maximum number of shares of Stock indicated RSUs set forth in the Grant Notice.

Appears in 1 contract

Samples: Incentive Award Plan Restricted Stock (Golden Entertainment, Inc.)

Vesting Schedule. Subject to This Option shall vest and become exercisable for the terms shares of Stock as set forth on the vesting schedule attached hereto as Exhibit D. In no event; however, shall this Option vest and become exercisable for any additional shares of Stock Option Agreement after Participant’s termination of employment (including without limitation all exhibits thereto“Termination of Employment”), termination of directorship (“Termination of Directorship”) or termination of consultancy (“Termination of Consultancy”), as applicable. [This space intentionally blank. Signature page follows.] By the Option shall be eligible to become exercisable upon the achievement signature of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signaturehereupon, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as bindingbinging, conclusive conclusion and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan or relating relation to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT Zoned Properties, Inc. By: /s/ Xxxxx XxXxxxx Xxxxx XxXxxxx (May 6, 2015) Name: Xxxxx XxXxxxx Title: President & CEO Date: May 6, 2015 Participant: By: Print /s/ Xxx X. Xxxxx Xxx X. Xxxxx (May 6, 2015) Name: Print Name: Newbridge Financial, Inc. Title: AddressExecutive Chairman Date: Address: EXHIBIT May 6, 2015 Exhibit A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Zoned Properties, Inc. 2014 Employee Stock Option Plan Exhibit B Stock Option Agreement Pursuant to the Stock Option Grant Notice and Agreement (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedZoned Properties, Inc., a Delaware corporation Nevada Corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 2014 Employee Stock Incentive Option Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Zoned Properties, Inc.)

Vesting Schedule. Subject to the terms Section 2 of the Terms and Conditions of Stock Option Agreement (including without limitation all exhibits thereto)Grant or any provision regarding accelerated vesting set forth below or in the Plan, the Option shall will be eligible exercisable, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE] Termination Period: The Option will be exercisable for three (3) months after Participant ceases to become be a Service Provider (as described in Section 2 of the Terms and Conditions of Stock Option Grant), unless such termination is due to Participant’s death or Disability, in which case the Option will be exercisable upon for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the achievement foregoing sentence, in no event may the Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of performance objectives over the period set forth in Exhibit B hereto (provided Plan. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Participant Option is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanPlan and the Award Agreement, the Stock Option Agreement and including all exhibits hereto, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice the Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: A10 NETWORKS, INC. Signature By Print Name: Name Print Name: Title: Name Address: Address: Title - 2 - EXHIBIT A TO TERMS AND CONDITIONS OF STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Capitalized terms used but not defined in this Exhibit A shall have the same meanings assigned to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated them in the Grant NoticePlan and/or the Notice of Grant.

Appears in 1 contract

Samples: Stock Option Agreement (A10 Networks, Inc.)

Vesting Schedule. Subject The shares of Common Stock subject to the terms Option (rounded down to the next whole number of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shares) shall be eligible to vest and become exercisable upon on the achievement of performance objectives over dates and in the period set forth amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By Xxxxxx’s signature below, or by Xxxxxx’s submitting his or her signatureelectronic acceptance of the Option subject to this Grant Notice online using the website of the Company’s designated brokerage firm, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Xxxxxx agrees to access copies of the Plan and the prospectus governing the Plan (the “Plan Documents”) on the Company’s intranet or on the website of the Company’s designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company’s corporate offices. Xxxxxx has reviewed this Grant Notice, the Stock Option Agreement, Agreement and the Plan and this Grant Notice Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Option subject hereto and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionStock Option Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByHOLDER: By: Print Name: Print Name: [Name of Holder] Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Non-Qualified Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedLeap Wireless International, a Delaware corporation Inc. (the “Company”), ) has granted to the Participant Holder an option (the “Option”)1 under the Company’s 2006 2004 Stock Incentive Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan, this Award Agreement or any other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary of the Company, as applicable) governing the terms of the Stock Option Agreement (including without limitation all exhibits thereto)this Award, the Option Restricted Stock Units will be scheduled to vest according to the following vesting schedule: 100% of the Total Number of Restricted Stock Units shall be eligible vest on the earlier of (a) the 1-year anniversary of the Date of Grant, or (b) the day before the next annual meeting of stockholders following the Date of Grant, subject to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable remaining a Service Provider through such vesting date): . By his or her signatureParticipant’s signature and the signature of the representative of the Company below, Participant and the Participant agrees to be bound Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in Participant’s residence address indicated below. TRANSDIGM GROUP INCORPORATED If Participant fails to sign this Award Agreement before the first vesting date of the Award subject to this Notice of Grant, the Award immediately will be forfeited in its entirety. 1 NTD: Assumes that the Vesting Commencement Date is set on February 15, May 15, August 15, or November 15. PARTICIPANT By: By: SOLID POWER, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO SOLID POWER, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK OPTION GRANT NOTICE UNIT AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Solid Power, Inc.)

Vesting Schedule. Subject So long as Optionee remains an Employee or service provider to the terms of Company, the Stock Option Agreement (including without limitation all exhibits thereto), Shares subject to the Option shall be eligible to vest and become exercisable upon according to the achievement of performance objectives over Schedule attached hereto as Exhibit A and the period set forth entire Option shall be vested in Exhibit B hereto four (provided 4) years. Notwithstanding the foregoing, if Optionee’s employment as an Employee or service provider by the Company is terminated by the Company without Cause (as defined in that certain Employment Agreement between Optionee and the Participant Company, dated July 8, 2004 (the “Employment Agreement”)) or if there is an Eligible Person a Constructive Termination (as defined in the PlanEmployment Agreement) in each case at any time within thirteen (13) months following the occurrence of a Change in Control (as defined in the Employment Agreement), and if Optionee provides the Company with a signed general release of all times during claims as provided in the period beginning form attached as Exhibit A to the Employment Agreement, 100% of the Shares subject to the Option shall immediately become vested; provided, however, that if Optionee is terminated by the Company following the effective date of a Change in Control described in Section 12(d)(2) of the Employment Agreement but accepts employment with the Company’s successor or acquirer within thirty (30) days after the effective date of the Change in Control on terms and conditions not less favorable to Optionee than those contained in the Grant Date and ending on the applicable vesting date): By his or her signatureEmployment Agreement, the Participant Shares subject to the Option shall not vest 100% as described in the 1st clause of this paragraph; provided further, however, that if Optionee’s employment is thereafter terminated by the successor or acquiror without Cause or if there is a Constructive Termination, at any time within thirteen (13) months following the occurrence of the Change in Control, the Shares subject to the Option shall vest 100% as described in the 1st clause of this paragraph. By her signature and the Company’s signature below, Optionee agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Noticeattached hereto. The Participant Optionee has reviewed the Stock Option Agreement, the Plan and this Grant Notice Agreement in their its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice the Option and fully understands all provisions of this the Grant Notice, the Stock Option Agreement Notice and the PlanAgreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByOptionee further agrees to notify the Company upon any change in the residence address indicated below. RENOVIS, INC. OPTIONEE: By: /s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx Print Name: Print Name: Xxxx X. Xxxxx Xxxxxxx X. Xxxxx Title: VP Finance and Chief Financial Officer Address: Two Corporate Drive South San Francisco, CA 94080 Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE [Residence Address] RENOVIS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice THIS EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) ), effective as of the Effective Date, is attachedmade by and between Renovis, TransDigm Group IncorporatedInc., a Delaware corporation (the “Company”), has granted to and Xxxxxxx X. Xxxxx, an employee of the Participant an option Company (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “PlanOptionee) to purchase the number of shares of Stock indicated in the Grant Notice).

Appears in 1 contract

Samples: Stock Option Grant Notice and Stock Option Agreement (Renovis Inc)

Vesting Schedule. Subject [One-fourth (1/4th) of the total number of shares subject to the terms Option shall vest and become exercisable on the one-year anniversary of the Stock Vesting Commencement Date, and 1/48th of the total number of shares subject to the Option Agreement (including without limitation all exhibits thereto)shall vest and become exercisable on a monthly basis thereafter, such that 100% of the shares subject to the Option shall be eligible vested and exercisable as of the four-year anniversary of the Vesting Commencement Date, in each case subject to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person Optionholder’s Continuous Service (as defined further described in Section 3 of the Option Agreement).] Payment: By one or a combination of the following items (described in the PlanOption Agreement): ☒ By cash, check, bank draft or money order payable to the Company ☒ Pursuant to a “broker-assisted exercise”, “same day sale”, or “sell to cover” (a Regulation T Program) at all times during if the period beginning on shares are publicly traded ☒ By delivery of already-owned shares if the Grant Date shares are publicly traded Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and ending on the applicable vesting date): By his or her signatureunderstands and agrees to, the Participant agrees to be bound by the terms and conditions of the Plan, the this Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees Optionholder further acknowledges that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Date of Grant, this Stock Option Grant Notice (and the “Grant Notice”) to which this Stock Option Agreement set forth the entire understanding between Optionholder and the Company regarding this Option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this “Agreement”) is attachedOption upon the terms and conditions set forth therein. By signing below or otherwise accepting this Option, TransDigm Group Incorporated, Optionholder consents to receive such documents by electronic delivery through an on-line or electronic system established and maintained by the Company or a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under third party designated by the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number . NEOLEUKIN THERAPEUTICS, INC. OPTIONHOLDER: By: Signature Signature Title: Date: Date: ENCLOSURES: Option Agreement; Notice of shares of Stock indicated in the Grant Notice.Exercise

Appears in 1 contract

Samples: Option Agreement (Neoleukin Therapeutics, Inc.)

Vesting Schedule. Subject to The Shares shall be released from the terms Company’s Repurchase Option in a series of 4 equal annual installments on each anniversary of the Stock Grant Date. In no event, however, shall any additional Shares be released from the Company’s Repurchase Option Agreement (including without limitation all exhibits thereto)after Holder’s Termination of Employment, the Option shall be eligible to become exercisable upon the achievement Termination of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (Directorship or Termination of Consultancy, as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): applicable. By his or her signaturesignature and the Company’s signature below, the Participant Hxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Hxxxxx is married, his or her spouse has signed the Consent of Spouse attached to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT this Grant Notice as Exhibit B. PEERLESS SYSTEMS CORPORATION: HOLDER: By: By: Print Name: Print Name: Title: Address: 2000 Xxxxxxxxx Xxxxxx Address: El Segundo, CA 90245 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation Peerless Systems Corporation (the “Company”), ) has granted to Holder the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2005 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Peerless Systems Corp)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period your continuous Service and other limitations set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date this Agreement and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Units shall vest as follows: • 25% of the Stock Units will vest based on the Company’s absolute total return to stockholders (“TSR”) (the “Absolute TSR Units”) • 25% of the Stock Units will vest based on the Company’s TSR compared to the performance of the FTSE NAREIT Equity Healthcare REIT Index (the “Relative TSR Units”) • 25% of the Stock Units will vest based on growth in “Gross Real Estate Investments” (defined in Exhibit A) (the “Asset Growth Units”) • 25% of the Stock Units will vest based on growth in “AFFO Per Share” (defined in Exhibit A) (the “AFFO Per Share Growth Units”) Except to the extent provided otherwise in the Agreement, for each of the above performance goals, performance will be measured over a three-year performance period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”). The methodology for determining performance during the Performance Period is described in Exhibit A. By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and this Grant Noticein the Plan, a copy of which is also attached. The Participant has You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent. Grantee: Date: (Signature) Company: Date: (Signature) Title: Attachment This is not a stock certificate or a negotiable instrument. MEDEQUITIES REALTY TRUST, INC. 2014 EQUITY INCENTIVE PLAN STOCK UNITS AGREEMENT Stock Option AgreementUnits This Agreement evidences an award of stock units for Shares in the number set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and this Grant Notice in their entirety, has had an opportunity to obtain on the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice cover sheet (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “CompanyUnits”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Units Agreement (MedEquities Realty Trust, Inc.)

Vesting Schedule. Subject to This Award shall vest in accordance with the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period vesting schedule set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): C attached hereto. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED AMERICAN ASSETS TRUST, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: 10000 Xx Xxxxxx Xxxx, Xxxxx 000 Address: San Diego, CA 92130 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedAmerican Assets Trust, Inc., a Delaware Maryland corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (American Assets Trust, Inc.)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option Award shall be eligible vest on the first anniversary of the Grant Date, provided that Holder does not experience a Termination of Service prior to become exercisable such date. In addition, the Shares shall vest upon the achievement occurrence of performance objectives over the period set forth a Change in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Control. By his or her signaturesignature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT In the event of any inconsistency between the Plan and the Restricted Stock Agreement, the terms of the Plan shall control. If Holder wishes to file a Section 83(b) election, as described in Section 3.8 of the Restricted Stock Agreement, Holder must do so within 30 days of the Grant Date. CHEMOCENTRYX, INC. HOLDER By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase Holder the number of shares Shares of Restricted Stock indicated under the Plan set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (ChemoCentryx, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: «VestingSchedule» Notwithstanding the foregoing, the vesting of the Restricted Stock Option Agreement Units shall be subject to any vesting acceleration provisions contained in the Plan and/or any employment or service agreement, offer letter, change in control severance agreement, or any other agreement that has been or is, after the date of this Award Agreement, entered into between Participant and the Company or any Parent, Subsidiary, or Affiliate (including without limitation all exhibits theretosuch agreement a “Separate Agreement”). In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Option shall be eligible Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. Initials: _________ Date:___________ By Participant’s signature and the achievement signature of performance objectives over the period set forth in Exhibit B hereto representative of VirnetX Holding Corporation (provided the “Company”) below, Participant and the Company agree that the Participant this Award of Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: VIRNETX HOLDING CORPORATION Signature By «Name» Print Name: Print Name: Title: Name Title Residence Address: AddressInitials: _________ Date:___________ EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (VirnetX Holding Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule, e.g.: Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the one (including without limitation all exhibits thereto)1) year anniversary of the Vesting Commencement Date, and twenty-five percent (25%) of the Restricted Stock Units will vest each year thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Option shall be eligible Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. By Participant’s signature and the achievement signature of performance objectives over the period set forth in Exhibit B hereto representative of Apigee Corporation (provided the “Company”) below, Participant and the Company agree that the Participant this Award of Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: APIGEE CORPORATION Signature By «Name» Print Name: Name Print Name: Title: Name Title Address: «Address: » EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Alphabet Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option RSUs shall vest [_____________], provided that Participant does not experience a Termination of Service prior to each such vesting date. For clarity, in addition to the foregoing, if a Change in Control occurs, the RSUs shall be eligible subject to become exercisable upon the achievement accelerated vesting as provided in Section 12.2(d)(ii) and (iii) of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): . By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or and/or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionAward. TRANSDIGM GROUP INCORPORATED SEASPINE HOLDINGS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: 0000 Xxxxxx Xx. Carlsbad, CA 92008 Email: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSeaSpine Holdings Corporation, a Delaware corporation (the “Company”), has granted to Participant the Participant an option (the “Option”)1 number of Restricted Stock Units under the Company’s 2006 Stock 2015 Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: And Restricted Stock Award Agreement (SeaSpine Holdings Corp)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option Award shall be eligible vest on the first anniversary of the Grant Date, provided that Holder does not experience a Termination of Service prior to become exercisable such date. In addition, the RSUs shall vest upon the achievement occurrence of performance objectives over the period set forth a Change in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Control. By his or her signaturesignature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. CHEMOCENTRYX, INC. HOLDER By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (ChemoCentryx, Inc.)

Vesting Schedule. Subject to the terms provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions, this Restricted Stock Option Agreement (including without limitation all exhibits thereto)Award shall vest, and the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period applicable Restrictions set forth in Exhibit B hereto (provided that the Terms and Conditions shall lapse in accordance with the following schedule, in the event the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on does not have a Termination of Service prior to the applicable vesting date): : Date of Vesting Cumulative Amount Vested First Anniversary of Grant Date 25% Second Anniversary of Grant Date 50% Third Anniversary of Grant Date 75% Fourth Anniversary of Grant Date 100% Change in Control: Accelerated vesting of any unvested portion of the Restricted Shares shall occur in the event of a Change in Control. Forfeiture: The Participant’s rights in the Restricted Stock Award on which the Restrictions have not lapsed pursuant to the vesting schedule provisions above shall be forfeited in full in the event of the Participant’s Termination of Service, subject to the terms and conditions of the Executive Employment Agreement dated June 15, 2011 between Participant and the Company. By his or her signaturesigning below, the Participant agrees to be bound that this Restricted Stock Award is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Company’s 2009 Omnibus Incentive Plan and this Grant Notice in their entiretythe attached Terms and Conditions. Participant Fuqi International, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT Inc. By: By: Print Name: Print Name: Title: AddressDate: AddressDate: EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant AWARD These Terms and Conditions of Restricted Stock Award relates to the Notice of Grant of Restricted Stock Option Grant Notice Award (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attachedattached hereto, TransDigm Group Incorporatedby and between Fuqi International, a Delaware corporation Inc. (the “Company”), has granted to and the Participant an option person identified in the Notice (the “Option”)1 under Participant”). The Board of Directors of the Company’s 2006 Stock Company has authorized and approved the 2009 Omnibus Incentive Plan (the “Plan”) ), which has been approved by the stockholders of the Company. The Committee has approved an award to purchase the Participant of a number of shares of Stock indicated the Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Grant NoticeNotice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Affiliate.

Appears in 1 contract

Samples: Executive Employment Agreement (Fuqi International, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Performance Shares will vest in accordance with the following schedule: [One-fourth (1/4) of the Stock Option Agreement (including without limitation all exhibits thereto), the Option Performance Shares shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning vest on the Grant Date one (1) year anniversary of the Vesting Commencement Date, and ending thereafter one-sixteenth (1/16) of the Performance Shares shall vest on each quarterly anniversary of the Vesting Commencement Date, subject to Participant’s remaining a Service Provider through each applicable vesting date): By his .]* *Except as otherwise provided in Appendix A [TO BE INCLUDED UNLESS THE COMPENSATION COMMITTEE DETERMINES OTHERWISE: or her signaturein an employment or other agreement entered into prior to the date of grant between the Company and Participant as referenced in Section 3 of the Award Agreement], in the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Performance Shares, the unvested Performance Shares will immediately be forfeited and Participant’s right to acquire any Shares thereunder will immediately terminate. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD AGREEMENT. By Participant’s signature and the signature of the representative of Taleo Corporation (the “Company”) below, Participant agrees to be bound and the Company agree that this Award of Performance Shares is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including this Notice of Grant Noticeand the Terms and Conditions of Performance Shares, attached hereto as Appendix A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT TALEO CORPORATION _______________________________ [NAME] By: By: Print Name: Print Name: __________________________ [NAME Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.:_____________________________ Date:___________________________ Date:_____________________________ APPENDIX A

Appears in 1 contract

Samples: 2004 Stock Plan (Taleo Corp)

Vesting Schedule. Subject to all of the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period and conditions set forth in Exhibit B hereto this Agreement and the Plan, your right to purchase Shares under this Option shall vest as follows: one-fifth of the total number of shares covered by the option (4,000 shares) shall vest on each of the first, second, third, fourth and fifth anniversaries of Option Grant Date set forth above. Except as otherwise provided in this Agreement with respect to a Termination without Cause, no Shares shall vest in any event after your employment with the Company and all Subsidiaries (“Service”) has Terminated for any reason. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described in this Agreement and in the Plan. Optionee: /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Company: By: /s/ Xxxxxx X. Xxxxx, Xx. Its: Senior Vice President and General Counsel DOMINION HOMES, INC. AMENDED AND RESTATED 2003 STOCK OPTION AND INCENTIVE EQUITY PLAN STOCK OPTION AGREEMENT (Employees’ Nonqualified Stock Option) The Plan and Other Agreements The text of the Plan, as it may be amended from time to time, is incorporated in this Agreement by reference. This Agreement (which includes the cover sheet) and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. In the event that any provision in this Agreement conflicts with any term in the Participant is an Eligible Person (as Plan, the term in the Plan shall be deemed controlling. Certain capitalized terms used in this Agreement are defined in the Plan) at all times during . Nonqualified Stock Option This Option is not intended to qualify as an Incentive Stock Option under section 422 of the period beginning Code and shall be interpreted accordingly. Vesting This Option is only exercisable before it expires and then only with respect to the vested portion of this Option. This Option will vest according to the Vesting Schedule on the Grant Date and ending cover sheet. Term This Option will expire in any event at the close of business at Company headquarters on the applicable vesting date): By his day before the ten (10) year anniversary of the Option Grant Date, as shown on the cover sheet. This Option will expire earlier if you Terminate, as described below. Regular Termination If your Service with the Company Terminates for any reason, other than (1) because of your death, Disability or her signatureRetirement, the Participant agrees to be bound (2) by the terms and conditions Company for Cause or (3) by the Company without Cause, then this Option will expire at the close of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under business at the Company’s 2006 Stock Incentive Plan headquarters on the ninetieth (90th) day after your Termination (or, if earlier, the “Plan”) to purchase the number of shares of Stock indicated expiration date specified in the Grant Noticecover sheet). This Option will not continue to vest during such ninety (90) day period but you may exercise any Shares which were vested as of your Termination during such ninety (90) day period.

Appears in 1 contract

Samples: Incentive Equity Plan (Dominion Homes Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the one (including without limitation all exhibits thereto)1) year anniversary of the Vesting Commencement Date, and twenty-five percent (25%) of the Restricted Stock Units will vest each year thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Option shall be eligible Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. By Participant’s signature and the achievement signature of performance objectives over the period set forth in Exhibit B hereto representative of fuboTV Inc. (provided the “Company”) below, Participant and the Company agree that the Participant this Award of Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: FUBOTV INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: fuboTV Inc. /FL

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Company’s Repurchase Option set forth in Section 3.1 of the Restricted Stock Agreement on the dates and in the increments indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signaturesignature and the Company’s signature below, the Participant Hxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Hxxxxx is married, his or her spouse has signed the Consent of Spouse attached to the Optionthis Grant Notice as Exhibit C. LEAP WIRELESS INTERNATIONAL, INC. TRANSDIGM GROUP INCORPORATED PARTICIPANT HOLDER: By: By: Print Name: Print Name: Title: AddressTitle: Address: 10307 Pacific Center Court Address: San Diego, California 92121 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedLeap Wireless International, a Delaware corporation Inc. (the “Company”), ) has granted to Holder the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 2004 Stock Incentive Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject to all the terms of the Agreement, as long as you render continuous Service, you will become vested as to 25% of the total number of Stock Option Agreement Units awarded, as shown above, on the date that is six months after the Date of Award (including without limitation the “Six Month Vesting Date”). Thereafter, subject to your continuous Service, on each monthly anniversary of the Six Month Vesting Date for the eighteen months following the month of the Six Month Vesting Date, one-twenty-fourth (1/24) of the total number of Stock Units covered by this Award shall become incrementally vested. In all exhibits thereto)cases, the Option resulting aggregate number of vested Stock Units will be rounded down to the nearest whole number. Upon termination of your Service at any time and for any reason or no reason, all of your then unvested Stock Units shall be eligible forfeited to become exercisable upon the achievement Company without consideration as of performance objectives over your Termination Date. No partial vesting credit will be provided no matter when your Termination Date occurs. By signing this cover sheet, you agree to all of the period set forth terms and conditions described in Exhibit B hereto the attached Stock Unit Agreement and in the Plan and the Plan's prospectus. You are also acknowledging receipt of this Agreement and a copy of the Plan and the Plan's prospectus. Participant: (provided that Signature) Company: (Signature) Name: Title: Attachment NTN BUZZTIME, INC. 2010 PERFORMANCE INCENTIVE PLAN STOCK UNIT AGREEMENT The Plan and Other Agreements The text of the Participant Plan is an Eligible Person (incorporated in this Agreement by this reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. Unless otherwise defined in this Agreement, certain capitalized terms used in this Agreement are defined in the Plan) at all times during . This Agreement and the period beginning Plan constitute the entire understanding between you and the Company regarding this Award of Stock Units. Any prior agreements, commitments or negotiations are superseded. Award of Stock Units The Company awards you the number of Stock Units shown on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees cover sheet of this Agreement. The Award is subject to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Vesting The Participant agrees that Stock Units subject to this Award shall become vested pursuant to the Vesting Schedule shown in the cover sheet. Only vested Stock Units shall be eligible for settlement. Settlement To the extent a Stock Unit becomes vested and subject to your satisfaction of any tax withholding obligations as discussed below, each vested Stock Unit will entitle you to receive one Share which will be distributed to you upon the earlier to occur of: (i) a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept Change in Control or (ii) as binding, conclusive and final all decisions or interpretations soon as practicable after vesting but in any event within fifteen days of the Committee upon date of vesting for such Stock Unit. Issuance of Shares shall be in complete satisfaction of such vested Stock Units. Such settled Stock Units shall be immediately cancelled and no longer outstanding and you shall have no further rights or entitlements related to those settled Stock Units. No Assignment Stock Units shall not be sold, anticipated, assigned, attached, garnished, optioned, transferred or made subject to any questions arising creditor’s process, whether voluntarily, involuntarily or by operation of law. If you attempt to do any of these things, this Award will immediately become invalid. However, this shall not preclude a transfer of vested Stock Units by will or by the laws of descent and distribution. In addition, pursuant to Company procedures, you may designate a beneficiary who will receive any outstanding vested Stock Units in the event of your death. Leaves of Absence For purposes of this Agreement, while you are a common-law employee, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company (or its Parent, Subsidiary or Affiliate) in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends, unless you immediately return to active work. The Company determines which leaves count for this purpose (along with determining the effect of a leave of absence on vesting of the Award), and when your Service terminates for all purposes under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Unit Agreement (NTN Buzztime Inc)

Vesting Schedule. Subject This Option shall become vested and exercisable with respect to all of the shares subject to the terms Option on the first anniversary of the Grant Date. The shares subject to this Option shall vest on an accelerated basis in the event of the occurrence of a Change of Control as described in Section 3.1(c) of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Agreement. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED SYMMETRICOM, INC. PARTICIPANT By: By: Print Name: Print Name: Title: CFO Address: 0000 Xxxxxxx Xxxxxxx Address: San Jose, CA 95131-1017 EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSymmetricom, Inc., a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Symmetricom Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period accelerated vesting as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE] Termination Period: To the extent vested, this Option will be exercisable for three (3) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the months after Participant agrees ceases to be bound a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of the Plan. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated below. By signing this Award Agreement, Participant is agreeing to arbitration of any disputes related to this Award Agreement and of any disputes related to Participant’s employment relationship with the Company, as provided in Section 16 of the Plan. PARTICIPANT By: By: FORCE PROTECTION VIDEO EQUIPMENT CORP. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Equity Incentive Plan (Force Protection Video Equipment Corp.)

Vesting Schedule. Subject To be specified in individual agreements, but if no vesting is indicated, then 25% of the Shares of Restricted Stock (rounded down to the terms next whole number of shares) shall vest each year on the anniversary of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Vesting Commencement Date. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to the Optionthis Grant Notice as Exhibit B. BARE ESCENTUALS, INC. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: 00 Xxxxxxxxx Xxxxxx, 22nd Floor Address: San Francisco, CA 94105 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedBare Escentuals, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Bare Escentuals Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock will vest and the Company’s right to reacquire the Restricted Stock which is the subject of the Stock Option Agreement Grant will lapse in accordance with the following schedule; provided that you have not incurred a Termination of Service prior to any such vesting date: [INSERT VESTING SCHEDULE] By Grantee’s signature below or electronic acceptance of the Grant made by Silver Bay Realty Trust Corp. (including without limitation all exhibits theretothe “Company”), Grantee and the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided Company agree that the Participant this Grant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date awarded under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAgreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant Grantee has reviewed the Stock Option Agreement, the Plan and this Grant Notice Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAgreement. The Participant Grantee further agrees that as the Company may deliver by email or other electronic means all documents relating to the Plan or this Agreement (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). Grantee also agrees that the Company may deliver these documents by posting them on a condition website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify Grantee by email. Grantee further agrees to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Company’s Xxxxxxx Xxxxxxx Policy when selling Shares. Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionPlan and Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByGrantee further agrees to notify the Company upon any change in the residence address indicated below. GRANTEE: By: SILVER BAY REALTY TRUST CORP. Signature By Print Name: Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.GRANT

Appears in 1 contract

Samples: Equity Incentive Plan (Silver Bay Realty Trust Corp.)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSU Award shall be eligible to become exercisable upon vest in accordance with the achievement provisions of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date Notice. By accepting this Grant Notice and ending on the applicable vesting date): By his or her signatureRestricted Stock Unit Agreement and signing below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, each of which have been provided to Participant, and has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees further acknowledges that as he or she has been provided with a condition to receiving copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Unit Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByPARTICIPANT: ByNAME: Print Name: Print Name: Title: Address: Address: FORM OF PERFORMANCE RSU AWARD EXHIBIT A TO PERFORMANCE RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE PERFORMANCE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Performance Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Performance Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Award Agreement (AeroVironment Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period Plan or set forth below, this Option may be exercised, in Exhibit B hereto whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE- PLEASE NOTE THAT THE VESTING SCHEDULE SHOULD NOT ALLOW FOR ANY VESTING PRIOR TO 1 YEAR AFTER THE GRANT DATE] Termination Period: This Option will be exercisable for three (provided that the 3) months after Participant ceases to be a Service Provider, unless such termination is an Eligible Person due to Participant’s death or Disability (as defined in the French Sub-Plan). In the event of termination due to Disability (as defined in the French Sub-Plan), this Option will be exercisable for twelve (12) at all times during months after Participant ceases to be Service Provider. In the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureevent of death of Participant while this Option is outstanding, the Option shall become fully exercisable (i.e., any portion of the Option that is outstanding but not vested at the time of death shall become vested upon death) and Participant’s heirs or beneficiaries shall have six (6) months after Participant’s death to exercise this Option. Notwithstanding the foregoing, the only event pursuant to which this Option may be exercised after the Term/Expiration Date as provided above is upon the death of Participant agrees and the post-termination exercise period may be subject to be bound earlier termination as provided in Section 14 of the U.S. Plan. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. En signant et renvoyant le présent document décrivant les termes et conditions de votre attribution d’Options, vous confirmez ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan Américain, le Sous-Plan pour la France et le Contrat d’Attribution) qui vous ont été communiqués en langue anglaise. Vous en acceptez les termes en connaissance de cause. By signing and returning this document providing for the terms and conditions of your Option grant, you confirm having read and understood the documents relating to this grant (the U.S. Plan, the French Sub-Plan and the Award Agreement) which were provided to you in English language. You accept the terms of those documents accordingly. PARTICIPANT: By: BRIGHTSOURCE ENERGY, INC. Signature By Print Name: Print Name: Title: Address: Name Title -2- Residence Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Stock Option Award Agreement (BrightSource Energy Inc)

Vesting Schedule. Subject So long as Optionee remains an Employee or service provider to the terms of Company, the Stock Option Agreement (including without limitation all exhibits thereto), Shares subject to the Option shall be eligible to vest and become exercisable upon according to the achievement of performance objectives over Schedule attached hereto as Exhibit A and the period set forth entire Option shall be vested in Exhibit B hereto four (provided 4) years. Notwithstanding the foregoing, if Optionee’s employment as an Employee or service provider by the Company is terminated by the Company without Cause (as defined in that certain Employment Agreement between Optionee and the Participant Company, dated July 27, 2004 (the “Employment Agreement”)) or if there is an Eligible Person a Constructive Termination (as defined in the PlanEmployment Agreement) in each case at any time within thirteen (13) months following the occurrence of a Change in Control (as defined in the Employment Agreement), and if Optionee provides the Company with a signed general release of all times during claims as provided in the period beginning form attached as Exhibit A to the Employment Agreement, 100% of the Shares subject to the Option shall immediately become vested; provided, however, that if Optionee is terminated by the Company following the effective date of a Change in Control described in Section 12(d)(2) of the Employment Agreement but accepts employment with the Company’s successor or acquirer within thirty (30) days after the effective date of the Change in Control on terms and conditions not less favorable to Optionee than those contained in the Grant Date and ending on Employment Agreement, the applicable vesting date): Shares subject to the Option shall not vest 100% as described in the 1st clause of this paragraph; provided further, however, that if Optionee’s employment is thereafter terminated by the successor or acquiror without Cause or if there is a Constructive Termination, at any time within thirteen (13) months following the occurrence of the Change in Control, the Shares subject to the Option shall vest 100% as described in the 1st clause of this paragraph. By his or her signaturesignature and the Company’s signature below, the Participant Optionee agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Noticeattached hereto. The Participant Optionee has reviewed the Stock Option Agreement, the Plan and this Grant Notice Agreement in their its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice the Option and fully understands all provisions of this the Grant Notice, the Stock Option Agreement Notice and the PlanAgreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByOptionee further agrees to notify the Company upon any change in the residence address indicated below. RENOVIS, INC. OPTIONEE: By: /s/ Xxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxxxx Print Name: Print Name: Xxxx X. Xxxxx Xxxxxxx Xxxxxxxxx Title: VP Finance and Chief Financial Officer Address: [Residence Address] Address: EXHIBIT A TO STOCK OPTION Two Xxxxxxxxx Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 GRANT NOTICE PAGE 2 RENOVIS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice THIS EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) ), effective as of the Effective Date, is attachedmade by and between Renovis, TransDigm Group IncorporatedInc., a Delaware corporation (the “Company”), has granted to and Xxxxxxx Xxxxxxxxx, an employee of the Participant an option Company (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “PlanOptionee) to purchase the number of shares of Stock indicated in the Grant Notice).

Appears in 1 contract

Samples: Stock Option Grant Notice and Stock Option Agreement (Renovis Inc)

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