Common use of Employee Stock Clause in Contracts

Employee Stock. Unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in office, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in office, the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)

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Employee Stock. Unless otherwise approved by the Board of Directors, including a majority one of the Preferred Directors then in officeDirectors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof (“Future Equity”) shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.112.12. Any “acceleration” provisions included as part of any issuance of Future Equity (whether in connection with a change in control of the Company or otherwise) shall be approved by the Board of Directors, including one of the Preferred Directors. In addition, unless otherwise approved by the Board of Directors, including a majority one of the Preferred Directors then in officeDirectors, the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, Company’s IPO and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (KnowBe4, Inc.), Investors’ Rights Agreement (KnowBe4, Inc.)

Employee Stock. Unless otherwise approved by the Board of Directors, including a majority at least two (2) of the three (3) Preferred Directors then in officeDirectors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly quarterly installments over the following thirtytwelve (12) three-six (36) monthsmonth periods, and (ii) a market stand-off provision substantially similar to that in Subsection Section 2.11. In addition, unless otherwise approved by the Board of Directors, including a majority at least two (2) of the three (3) Preferred Directors then in officeDirectors, the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, IPO and the Company shall have the right to repurchase unvested shares at the lesser of cost or fair market value upon termination of employment of a holder of restricted stock. The Company hereby agrees that from the date of this Agreement onward, the Company will require all employees and service providers which hold (or have rights to acquire, whether through stock options or similar agreements) at least 1% of the Company’s equity securities to become a party to the Company’s Voting Agreement as a condition to issuance of such shares.

Appears in 2 contracts

Samples: ’ Rights Agreement (Cloudflare, Inc.), ’ Rights Agreement (Cloudflare, Inc.)

Employee Stock. Unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in officeSeries A Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. Without the prior approval by the Board of Directors, including at least a majority of the Series A Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in officeSeries A Directors, the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, Company’s IPO and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Prime Medicine, Inc.), Investors’ Rights Agreement (Prime Medicine, Inc.)

Employee Stock. Unless otherwise approved by the Board of DirectorsBoard, including at least a majority of the Preferred Directors then in officeDirectors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-twenty- five percent (2525 %) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, without any acceleration of vesting upon a specified event unless such acceleration is approved by the Board, including at least a majority of the Preferred Directors, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of DirectorsBoard, including at least a majority of the Preferred Directors then in officeDirectors, the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, IPO and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Root Stockholdings, Inc.), Investors’ Rights Agreement (Root, Inc.)

Employee Stock. Unless otherwise approved by the Board of Directors, including a majority at least one of the then-serving Preferred Directors then in officeDirectors, if any, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) the vesting of shares over a four (4) year period, with the first twenty-five percent (25%) % of such shares vesting following twelve (12) 12 months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) 36 months, and (ii) a market stand-off provision substantially similar to that in Subsection Section 2.11. Without the prior approval by the Board of Directors, including at least one of the then-serving Preferred Directors, if any, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be materially inconsistent with this Section 5.3. In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in office, the Company shall retain (and not waive) a “right of first refusal” on employee transfers (subject to customary exempt transfers) until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, Company’s IPO and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Neumora Therapeutics, Inc.)

Employee Stock. Unless otherwise approved by the Board of Directors (including the Series B Directors, including a majority of the Preferred Directors then in office), all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly Quarterly installments over the following thirty-six (36) months, and but will not automatically vest upon a change in control, (ii) a market stand-off provision substantially similar to that in Subsection Section 2.11, and (iii) a repurchase right in favor of the Company upon termination of employment (at the lower of cost or fair market value). In addition, unless otherwise approved by the Board of Directors (including the Series B Directors, including a majority of the Preferred Directors then in office), the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, IPO and the Company shall have the right to repurchase unvested shares at a price equal to the lower of cost or fair market value upon termination of employment of a holder of restricted stock. The Company shall not grant any options absent the approval of its compensation committee.

Appears in 1 contract

Samples: Adoption Agreement (Planet Technologies, Inc)

Employee Stock. Unless otherwise approved by the Board of DirectorsBoard, including a majority of the Preferred Directors then in officeoffice (the “Requisite Directors”), all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection Section 2.11. Without the prior approval by the Board, including the Requisite Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Section 5.3. In addition, unless otherwise approved by the Board of DirectorsBoard, including a majority of the Preferred Directors then in officeRequisite Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, IPO and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Entrada Therapeutics, Inc.)

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Employee Stock. Unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in office, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection Section 2.11. In addition, unless otherwise approved by the Board of Directors, including a majority of the then-serving Preferred Directors then in officeDirectors, the Company shall retain a “right of first refusal” on employee transfers of Common Stock held by current or former service providers to the Company until the Company’s IPO, no agreements restricted stock agreements or stock option agreements shall contain any provisions providing for acceleration of vesting, and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Nkarta, Inc.)

Employee Stock. Unless otherwise approved by the Board of Directors (including the approval of all Preferred Directors, including a majority of the Preferred Directors then in office), all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, Directors (including the approval of a majority of the Preferred Directors then in officeDirectors), the Company shall (a) retain a “right of first refusal” on employee transfers until the Company’s IPO, no agreements restricted stock or stock option agreements shall contain (b) require any provisions providing for acceleration employee transfers be approved by the Board of vesting, Directors (including the approval of a majority of the Preferred Directors) and the Company (c) shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Cytek BioSciences, Inc.)

Employee Stock. Unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in officeDirectors, all future any employees and or consultants of the Company who purchasepurchases, receive receives options to purchase, or receive receives awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) monthsmonths or in equal quarterly installments over the following twelve (12) quarters, and (ii) a market stand-off provision substantially similar to that in Subsection 2.112.11 and (iii) provisions requiring such employee or consultant to enter into each of the Voting Agreement pursuant to Section 7.1(b) thereof and Right of First Refusal and Co-Sale Agreement pursuant to Section 6.17 thereof, in each case as applicable to such employee or consultant. In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in officeDirectors, the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, Company’s IPO and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 1 contract

Samples: Investors’ Rights Agreement (AVROBIO, Inc.)

Employee Stock. Unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in officeSeries A Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. Without the prior approval by the Board of Directors, including a majority of the Series A Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors then in office, the Company shall retain a “right of first refusal” on employee transfers until the IPO, no agreements restricted stock or stock option agreements shall contain any provisions providing for acceleration of vesting, Company’s IPO and the Company shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Dyne Therapeutics, Inc.)

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