Common use of Equity Grant(s) and Bonuses Clause in Contracts

Equity Grant(s) and Bonuses. Subject to Board of Directors approval, the Employee shall be granted as soon as practicable on or after the Effective Date an option to purchase 107,000 shares of the Company’s common stock (the “Initial Award”) (which award shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s then-current Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Initial Award shall vest as to twenty-five percent (25%) of the shares subject thereto one (1) year from the Effective Date (“Vesting Start Date”), and shall vest with respect to the remaining shares subject thereto in equal monthly installments over an additional thirty-six (36) months thereafter commencing on the first day of the month following the Vesting Start Date, subject to continued employment by the Company. In addition, the Initial Award shall accelerate with respect to thirty-seven and one-half percent (37.5%) of the outstanding unvested shares at that time then subject thereto upon a Change of Control (as defined in the Plan) pursuant to which the Initial Award is terminated pursuant to Section 24(b)(ii) of the Plan or cashed out pursuant to Section 24(b)(iii) of the Plan. The Employee shall be eligible, after the Effective Date, to receive (i) additional stock options and other Company equity awards pursuant to the Plan, and (ii) additional bonus compensation, as determined by the Board, in its sole discretion; it being the intention of the Board to maintain Employee’s aggregate compensation at levels appropriate and customary to those of companies similar in industry, stage and circumstances to that of the Company. Notwithstanding the foregoing, in the event that the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section 5(a)(iii) below) or by the Employee for Good Reason (as defined in Section 5(b)(ii) below), then the vesting of all equity held by the Employee at the time of the termination shall accelerate (i) with respect to thirty-seven and one-half percent (37.5%) of the unvested shares subject thereto, or (ii) if such termination occurs within 30 days prior to or within 12 months after a Change of Control (as defined in the Plan), with respect to one hundred percent (100%) of the unvested shares subject thereto. You will be eligible to participate in the Company’s Annual Incentive Plan, which currently provides for a bonus target of 40% of your base salary, prorated for time of service, and with respect to the calendar year ending December 31, 2021, payment will be contingent based on achievements mutually agreed by you and your supervisor.

Appears in 1 contract

Samples: Employment Agreement (Sera Prognostics, Inc.)

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Equity Grant(s) and Bonuses. Subject Employee’s outstanding options and restricted stock units (“RSUs”) shall remain subject to their terms and conditions. In connection with Employee’s promotion to the position of Treasurer and Chief Financial Officer, and subject to Board of Directors approval, the Employee shall be granted as soon as practicable on or after the Effective Date an option to purchase 107,000 award of RSUs of shares of the Company’s common stock (the “Initial Award”) (which award shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s then-current 2021 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Initial Award shall vest as to twenty-five percent (25%) of the shares subject thereto one (1) year from the Effective Date (“Vesting Start Date”), and shall vest with respect to the remaining shares subject thereto in equal monthly installments over an additional thirty-six (36) months thereafter commencing on the first day of the month following the Vesting Start Date, subject to continued employment by the Company. In addition, the Initial Award shall accelerate with respect to thirty-seven and one-half percent (37.5%) of the outstanding unvested shares at that time then subject thereto upon a Change of Control (as defined in the Plan) pursuant to which the Initial Award is terminated pursuant to Section 24(b)(ii) of the Plan or cashed out pursuant to Section 24(b)(iii) of the Plan. The Employee shall also be eligible, after the Effective Date, to receive (i) additional stock options and other Company equity awards pursuant to the 2021 Employee, Director and Consultant Equity Incentive Plan or any subsequent equity incentive plan the Company may adopt (each individually and all collectively, the “Plan”) and award agreements thereunder (the “Award Agreements”), and (ii) additional bonus compensation, as determined by the Board, in its sole discretion; it being the intention of the Board to maintain Employee’s aggregate compensation at levels appropriate and customary to those of companies similar in industry, stage and circumstances to that of the Company. Notwithstanding the foregoing, in the event that the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section 5(a)(iii) below) or by the Employee for Good Reason (as defined in Section 5(b)(ii) below), then the vesting of all equity held by the Employee at the time of the termination shall accelerate (i) with respect to thirty-seven and one-half percent (37.5%) of the unvested shares subject thereto, or (ii) if such termination occurs within 30 days prior to or within 12 months after a Change of Control (as defined in the Plan), with respect to one hundred percent (100%) of the unvested shares subject thereto. You will Employee shall be eligible to participate in the Company’s Annual Incentive Plan, which currently provides for a bonus target of 40% of your Employee’s base salary, prorated for time of service, and with respect to the calendar year ending December 31, 20212023, payment will be contingent based on achievements mutually agreed upon by you Employee and your Employee’s supervisor.

Appears in 1 contract

Samples: Employment Agreement (Sera Prognostics, Inc.)

Equity Grant(s) and Bonuses. Subject to Board of Directors approval, the Employee shall be granted as soon as practicable on or after the Effective Date an option to purchase 107,000 500,444 shares of the Company’s common stock (the “Initial Award”) (which award shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s then-current Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Initial Award shall vest as to twenty-five percent (25%) of the shares subject thereto one (1) year from the Effective Date (“Vesting Start Date”), and shall vest with respect to the remaining shares subject thereto in equal monthly installments over an additional thirty-six (36) months thereafter commencing on the first day of the month following the Vesting Start Date, subject to continued employment by the Company. In addition, the Initial Award shall accelerate with respect to thirty-seven and one-half percent (37.5%) of the outstanding unvested shares at that time then subject thereto upon a Change of Control (as defined in the Plan) pursuant to which the Initial Award is terminated pursuant to Section 24(b)(ii) of the Plan or cashed out pursuant to Section 24(b)(iii) of the Plan. The Employee shall be eligible, after the Effective Date, to receive (i) additional stock options and other Company equity awards pursuant to the Plan, and (ii) additional bonus compensation, as determined by the Board, in its sole discretion; it being the intention of the Board to maintain Employee’s aggregate compensation at levels appropriate and customary to those of companies similar in industry, stage and circumstances to that of the Company. Notwithstanding the foregoing, in the event that the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section 5(a)(iii) below) or by the Employee for Good Reason (as defined in Section 5(b)(ii) below), then the vesting of all equity held by the Employee at the time of the termination shall accelerate (i) with respect to thirty-seven and one-half percent (37.5%) of the unvested shares subject thereto, or (ii) if such termination occurs within 30 days prior to or within 12 months after a Change of Control (as defined in the Plan), with respect to one hundred percent (100%) of the unvested shares subject thereto. You will be eligible to participate in the Company’s Annual Incentive Plan, which currently provides for a bonus target of 4035% of your base salary, prorated for time of service, and with respect to the calendar year ending December 31, 2021, payment will be contingent based on achievements mutually agreed by you and your supervisor.

Appears in 1 contract

Samples: Employment Agreement (Sera Prognostics, Inc.)

Equity Grant(s) and Bonuses. Subject to Board of Directors approval, the Employee shall be granted as soon as practicable on or after the Effective Date an option to purchase 107,000 158,000 shares of the Company’s common stock (the “Initial Award”) (which award shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s then-current Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Initial Award shall vest as to twenty-five percent (25%) of the shares subject thereto one (1) year from the Effective Date November 8, 2011 (“Vesting Start Date”), and shall vest with respect to the remaining shares subject thereto in equal monthly installments over an additional thirty-six three (363) months years thereafter commencing on the first day of the month one year following the Vesting Start Date, subject to continued employment by the Company. In addition, the Initial Award shall accelerate with respect to thirty-seven and one-half percent (37.5%) of the outstanding unvested shares at that time then subject thereto upon a Change of Control (as defined in the Plan) pursuant to which the Initial Award is terminated pursuant to Section 24(b)(ii) of the Plan or cashed out pursuant to Section 24(b)(iii) of the Plan. The Employee shall be eligible, after the Effective Date, to receive (i) additional stock options and other Company equity awards pursuant to the Plan, (ii) a bonus of $50,000, or such greater amount as determined by the Board in its sole discretion, which amount shall be paid to the Employee within 15 days of the date that the Company achieves the second tranche milestone as set forth on Exhibit A hereto as determined by the purchasers of the Series A2 Preferred Stock pursuant to Section 1.2(b) of the Series A2 Purchase Agreement provided that the Employee is employed by the Company on the date the milestone is achieved and (iiiii) additional bonus compensation, as determined by the Board, in its sole discretion; it being the intention of the Board to maintain Employee’s aggregate compensation at levels appropriate and customary to those of companies similar in industry, stage and circumstances to that of the Company. Notwithstanding the foregoing, in the event that the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section 5(a)(iii4(a)(iii) below) or by the Employee for Good Reason (as defined in Section 5(b)(ii4(b)(ii) below), then the vesting of all equity held by the Employee at the time of the termination shall accelerate (i) with respect to thirty-seven and one-half percent (37.5%) of the unvested shares subject thereto, or (ii) if such termination occurs within 30 days prior to or within 12 months after a Change of Control (as defined in the Plan), with respect to one hundred percent (100%) of the unvested shares subject thereto. You will be eligible to participate in the Company’s Annual Incentive Plan, which currently provides for a bonus target of 40% of your base salary, prorated for time of service, and with respect to the calendar year ending December 31, 2021, payment will be contingent based on achievements mutually agreed by you and your supervisor...

Appears in 1 contract

Samples: Employment Agreement (Sera Prognostics, Inc.)

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Equity Grant(s) and Bonuses. Subject Employee’s outstanding options and restricted stock units (“RSUs”) shall remain subject to their terms and conditions. In connection with Employee’s promotion to the position of Treasurer and Chief Financial Officer, and subject to Board of Directors approval, the Employee shall be granted as soon as practicable on or after the Effective Date an option to purchase 107,000 award of RSUs of shares of the Company’s common stock (the “Initial Award”) (which award shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s then-current 2021 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Initial Award shall vest as to twenty-five percent (25%) of the shares subject thereto one (1) year from the Effective Date (“Vesting Start Date”), and shall vest with respect to the remaining shares subject thereto in equal monthly installments over an additional thirty-six (36) months thereafter commencing on the first day of the month following the Vesting Start Date, subject to continued employment by the Company. In addition, the Initial Award shall accelerate with respect to thirty-seven and one-half percent (37.5%) of the outstanding unvested shares at that time then subject thereto upon a Change of Control (as defined in the Plan) pursuant to which the Initial Award is terminated pursuant to Section 24(b)(ii) of the Plan or cashed out pursuant to Section 24(b)(iii) of the Plan. The Employee shall also be eligible, after the Effective Date, to receive (i) additional stock options and other Company equity awards pursuant to the 2021 Employee, Director and Consultant Equity Incentive Plan or any subsequent equity incentive plan the Company may adopt (each individually and all collectively, the “Plan”) and award agreements thereunder (the “Award Agreements”), and (ii) additional bonus compensation, as determined by the Board, in its sole discretion; it being the intention of the Board to maintain Employee’s aggregate compensation at levels appropriate and customary to those of companies similar in industry, stage and circumstances to that of the Company. Unless otherwise approved by the Board and memorialized in an applicable Award Agreement, all future options granted to Employee after the Effective Date shall vest in equal monthly installments over a period of forty-eight (48) months from the date of grant. Notwithstanding the foregoing, in the event that the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section 5(a)(iii) below) or by the Employee for Good Reason (as defined in Section 5(b)(ii) below), then the vesting of all equity options held by the Employee at the time of the termination shall accelerate (i) with respect to thirty-seven and one-half percent (37.5%) of the unvested shares subject thereto, or (ii) if such termination occurs within 30 days prior to or within 12 months after a Change of Control (as defined in the Plan), with respect to one hundred percent (100%) of the unvested shares subject thereto. You will Employee shall be eligible to participate in the Company’s Annual Incentive Plan, which currently provides for a bonus target of 40% of your Employee’s base salary, prorated for time of service, and with respect to the calendar year ending December 31, 20212023, payment will be contingent based on achievements mutually agreed upon by you Employee and your Employee’s supervisor.

Appears in 1 contract

Samples: Employment Agreement (Sera Prognostics, Inc.)

Equity Grant(s) and Bonuses. Subject to Board of Directors approval, the Employee shall be granted as soon as practicable on or after the Effective Date an option to purchase 107,000 404,000 shares of the Company’s common stock (the “Initial Award”) (which award shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s then-current Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Initial Award shall vest as to twenty-five percent (25%) of the shares subject thereto one (1) year from the Effective Date (“Vesting Start Date”), and shall vest with respect to the remaining shares subject thereto in equal monthly installments over an additional thirty-six (36) months thereafter commencing on the first day of the month following the Vesting Start Date, subject to continued employment by the Company. In addition, the Initial Award shall accelerate with respect to thirty-seven and one-half percent (37.5%) of the outstanding unvested shares at that time then subject thereto upon a Change of Control (as defined in the Plan) pursuant to which the Initial Award is terminated pursuant to Section 24(b)(ii) of the Plan or cashed out pursuant to Section 24(b)(iii) of the Plan. The Employee shall be eligible, after the Effective Date, to receive (i) additional stock options and other Company equity awards pursuant to the Plan, and (ii) additional bonus compensation, as determined by the Board, in its sole discretion; it being the intention of the Board to maintain Employee’s aggregate compensation at levels appropriate and customary to those of companies similar in industry, stage and circumstances to that of the Company. Notwithstanding the foregoing, in the event that the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section 5(a)(iii) below) or by the Employee for Good Reason (as defined in Section 5(b)(ii) below), then the vesting of all equity held by the Employee at the time of the termination shall accelerate (i) with respect to thirty-seven and one-half percent (37.5%) of the unvested shares subject thereto, or (ii) if such termination occurs within 30 days prior to or within 12 months after a Change of Control (as defined in the Plan), with respect to one hundred percent (100%) of the unvested shares subject thereto. You will be eligible to participate in the Company’s Annual Incentive Plan, which currently provides for a bonus target of 4035% of your base salary, prorated for time of service, and with respect to the calendar year ending December 31, 2021, payment will be contingent based on achievements mutually agreed by you and your supervisor.

Appears in 1 contract

Samples: Employment Agreement (Sera Prognostics, Inc.)

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