Common use of Equity Incentive Clause in Contracts

Equity Incentive. During the Employment Term, Employee shall be eligible to participate in the PRTH Equity Incentive Plan, under the terms and conditions set forth in the PRTH Equity Incentive Plan. The Company and the Employee shall enter into a restricted stock unit (RSU) award agreement (the “Award Agreement”) pursuant to which the Employee receives the right to to earn up to Seven Hundred Fifty Thousand Dollars ($750,000) worth of Restricted Stock Units on each anniversary of his Hire Date with the Company (based on current market value of the Company’s shares on each anniversary of his Hire Date) for the first five (5) years of Participant’s employment with the Company as the Company’s CFO, with each annual issuance of Restricted Stock Units subject to a two (2) year vesting schedule as set forth in the Award Agreement (such shares, the “Restricted Stock Unit Award”). Employee and the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documents, including any applicable Restricted Stock Unit Award Agreements, within ninety (90) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement will be in substantially the form as that attached as Exhibit D. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of any go-private transaction that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event of a Change of Control of the Company. For purposes of this definition, a “Change of Control” shall have such meaning as defined in the Company’s Credit and Guaranty Agreement with SunTrust Bank dated January 3, 2017, as amended from time to time (the “SunTrust Agreement”).

Equity Incentive. During the Employment Term, The Employee shall will be eligible to participate in the PRTH Equity CPI Card Group Omnibus Incentive Plan, under as amended, and any similar or successor plan (the “Omnibus Plan”). As of the Effective Date, the Company will grant to the Employee non-qualified stock options with respect to 1,400,000 shares of Common Stock (the “Equity Award”), pursuant to the terms and conditions contained in an Equity Award agreement in the form set forth in Exhibit A to this Agreement. Future equity and/or equity-based incentive awards will be determined by the PRTH Equity Incentive Plan. The Company Compensation Committee of the Board; provided that Employee shall not be entitled to further awards under the Omnibus Plan until 2019; and provided further, that the vesting and exercise provisions of future awards shall not be less favorable to the Employee shall enter into a restricted stock unit (RSU) award agreement (that those of the “Award Agreement”) pursuant Equity Award. Notwithstanding the foregoing, subject to which the annual recommendation and approval of the Compensation Committee of the Board and assuming target performance by the Employee receives against his long term performance objectives, the right expectation of the parties is that either: (i) the Compensation Committee of the Board would make annual grants under the Omnibus Plan to the Employee, starting in February 2019, with a value equal to earn up not less than two (2) times the Annual Base Salary, in the event that, at the time such a grant is being determined by the Compensation Committee of the Board, the Company’s stock price has materially improved from the price on the date hereof such that the Black Scholes model is not unduly punitive to Seven Hundred Fifty Thousand Dollars ($750,000) worth of Restricted Stock Units on each anniversary of his Hire Date with the Company (based on current market value as determined by the Compensation Committee of the Board in its reasonable discretion); or (ii) the Compensation Committee of the Board would make annual grants under the Omnibus Plan to the Employee, starting in 2019, with respect to not less than 500,000 shares of the Company’s shares on each anniversary of his Hire Date) for the first five common stock (5) years of Participant’s employment with the Company as form of equity award under the Omnibus Plan to be determined by the Compensation Committee of the Board), in the event that, at the time such a grant is being determined by the Compensation Committee of the Board, the Company’s CFOstock price has not materially improved from the price on the date hereof (as determined by the Compensation Committee of the Board in its reasonable discretion) such that the Black Scholes model remains unduly punitive to the Company. Subject to Sections 6.2(b), with each annual issuance (c), and (f), and the terms of Restricted Stock Units subject to a two (2) year vesting schedule as set forth in the Award plan or agreement governing any award, any unvested equity or equity-based incentive awards at the time of the termination or non-renewal of the Employee’s employment or this Agreement (such shareswill be forfeited and the Employee will have no rights, the “Restricted Stock Unit Award”). Employee and the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documentshave no obligations, including any applicable Restricted Stock Unit Award Agreements, within ninety (90) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement will be in substantially the form as that attached as Exhibit D. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of any go-private transaction that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event of a Change of Control of the Company. For purposes of this definition, a “Change of Control” shall have such meaning as defined in the Company’s Credit and Guaranty Agreement with SunTrust Bank dated January 3, 2017, as amended from time to time (the “SunTrust Agreement”)respect thereto.

Equity Incentive. During Subject to the Employment Termapproval of the Board of Directors of Urovant Sciences Ltd. (USL), Employee shall be eligible the company’s parent, you will receive a Stock Option Grant Notice for an option to participate in purchase 140,000 common shares of USL and a Restricted Stock Unit Grant Notice for 75,000 Restricted Stock Units of USL pursuant to the PRTH 2017 Equity Incentive Plan, under As Amended and Restated, (collectively, “Initial Equity Award”). This Initial Equity Award will be granted on the first Tuesday of the month (or the following business day if Tuesday is a holiday) following the commencement of your employment and (i) will be subject to a 4-year vesting period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters, as well as any other terms and conditions set forth contained in the PRTH grant agreements; and (ii) all stock options will expire and cease to be exercisable on the ten (10) year anniversary of the grant date. Per your Initial Equity Award Grant Notices, all shares received under this Initial Equity Award shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the 2017 Equity Incentive Plan, Amended and Restated, with the exception of the Sumitomo Dainippon transaction, provided that the transaction closes on or before March 23, 2020, which shall not be considered such a Change in Control for purposes of the Initial Equity Award. You will be eligible to receive additional discretionary annual equity incentive grants in amounts commensurate with your position (“Annual Equity Grants”). The Annual Equity Grants will be based upon meeting Company and individual performance metrics to be mutually agreed upon in writing annually. The Annual Equity Grants (i) will be subject to a 4-year vesting period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters , as well as any other terms and conditions contained in the grant agreements; and (ii) all stock options will expire and cease to be exercisable on the ten (10) year anniversary of the grant date. All shares received under the Annual Equity Grants shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the operative Equity Incentive Plan. The Company and the Employee shall enter into a restricted stock unit (RSU) award agreement (the “Award Agreement”) pursuant to which the Employee receives the right to to earn up to Seven Hundred Fifty Thousand Dollars ($750,000) worth of Restricted Stock Units on each anniversary of his Hire Date with the Company (based on current market value of the Company’s shares on each anniversary of his Hire Date) for the first five (5) years of Participant’s employment with the Company as the Company’s CFOIn addition, with each annual issuance of Restricted Stock Units subject to a two (2) year vesting schedule as set forth in the Award Agreement (such shares, the “Restricted Stock Unit Award”). Employee and the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documentsunvested outstanding equity awards, including any applicable Restricted Stock Unit Award Agreementsawards that would otherwise vest only upon satisfaction of performance criteria, within ninety shall accelerate and become vested and exercisable immediately prior to (90and contingent upon) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement will be in substantially the form as that attached as Exhibit D. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of any go-private transaction that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event of a Change of Control of the Company. For purposes of this definition, a “Change of In Control” shall have such meaning as defined in the Company’s Credit and Guaranty Agreement with SunTrust Bank dated January 3, 2017, as amended from time to time (the “SunTrust Agreement”).

Equity Incentive. During Subject to the Employment Termapproval of the Board of Directors of Urovant Sciences Ltd. (USL), Employee shall be eligible the company’s parent, you will receive a Stock Option Grant Notice for an option to participate in purchase 69,197 common shares of USL and a Restricted Stock Unit Grant Notice for 108,647 Restricted Stock Units of USL pursuant to the PRTH 2017 Equity Incentive Plan, under the As Amended and Restated, (collectively, “Initial Equity Award”). This Initial Equity Award will be granted on June 2, 2020 and (i) will be subject to a 4-year vesting period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters, as well as any other terms and conditions set forth contained in the PRTH grant agreements; and (ii) all stock options will expire and cease to be exercisable on the ten (10) year anniversary of the grant date. Per your Initial Equity Award Grant Notices, all shares received under this Initial Equity Award shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the 2017 Equity Incentive Plan, Amended and Restated. In addition, any unvested outstanding equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the operative Equity Incentive Plan. You will be eligible to receive additional discretionary annual equity incentive grants in amounts commensurate with your position (“Annual Equity Grants”). The Annual Equity Grants will be based upon meeting Company and the Employee shall enter into a restricted stock unit individual performance metrics to be mutually agreed upon in writing annually. The Annual Equity Grants (RSUi) award agreement (the “Award Agreement”) pursuant to which the Employee receives the right to to earn up to Seven Hundred Fifty Thousand Dollars ($750,000) worth of Restricted Stock Units on each anniversary of his Hire Date with the Company (based on current market value of the Company’s shares on each anniversary of his Hire Date) for the first five (5) years of Participant’s employment with the Company as the Company’s CFO, with each annual issuance of Restricted Stock Units will be subject to a two (2) 4-year vesting schedule period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters , as set forth well as any other terms and conditions contained in the Award Agreement grant agreements; and (such shares, the “Restricted Stock Unit Award”). Employee ii) all stock options will expire and the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documents, including any applicable Restricted Stock Unit Award Agreements, within ninety (90) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement will be in substantially the form as that attached as Exhibit D. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of any go-private transaction that causes all of the equity to cease to be publicly traded exercisable on Nasdaq or any other public stock exchange or in the event ten (10) year anniversary of the grant date. All shares received under the Annual Equity Grants shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change of In Control of the Company. For purposes of this definition, a “Change of Control” shall have such meaning as defined in the Company’s Credit operative Equity Incentive Plan, Amended and Guaranty Agreement with SunTrust Bank dated January 3Restated. In addition, 2017any unvested outstanding equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable immediately prior to (and contingent upon) a Change In Control as amended from time to time (defined in the “SunTrust Agreement”).operative Equity Incentive Plan

Equity Incentive. During the Employment Term, Employee shall be eligible to participate in the PRTH Equity Incentive Plan, under the terms and conditions set forth in the PRTH Equity Incentive Plan. The Company and the Employee shall enter into a restricted stock unit (RSU) award agreement (the “Award Agreement”) pursuant to which the Employee receives the right to to earn up to Seven Two Hundred Fifty Thousand Dollars ($750,000250,000) worth of Restricted Stock Units on each anniversary of his Hire Date with the Company (based on current market value of the Company’s shares on each anniversary of his Hire Date) for the first five four (54) years of Participant’s employment with the Company as the Company’s CFOCOO, with each annual issuance of Restricted Stock Units subject to a two (2) year vesting schedule as set forth in the Award Agreement (such shares, the “Restricted Stock Unit Award”). Employee and the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documents, including any applicable Restricted Stock Unit Award Agreements, within ninety (90) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement will be in substantially the form as that attached as Exhibit D. E. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of any go-private transaction that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event of a Change of Control of the Company. For purposes of this definition, a “Change of Control” shall have such meaning as defined in the Company’s Credit and Guaranty Agreement with SunTrust Bank dated January 3, 2017, as amended from time to time (the “SunTrust Agreement”).

Equity Incentive. During the Employment Term, Employee shall be eligible to participate in the PRTH Equity Incentive Plan, under the terms and conditions set forth in the PRTH Equity Incentive Plan. The Company and the Employee shall enter into a restricted stock unit (RSU) award agreement (the “Award Agreement”) pursuant to which the Employee receives the right to to earn up to Seven Hundred Fifty Thousand Dollars ($750,000) worth of Restricted Stock Units on each anniversary of his Hire Date In connection with the payment of the Commitment Amount, or any portion thereof, on any Subscription Closing Date, the Company shall (based on current market value i) reserve for issuance to the Subscriber a number of Class A Ordinary Shares of the Company’s shares , par value $0.0001 per share (“Ordinary Shares”), equal to twenty percent (20%) of the portion of the Commitment Amount paid on each anniversary of his Hire Datesuch Subscription Closing Date and (ii) issue to any party identified as a “Subscriber” in any purchase agreement providing for the first five subscription of Subscribed Notes a number of Ordinary Shares equal to ten percent (510%) years of Participant’s employment the portion of the Commitment Amount paid on such Subscription Closing Date (together with the Company as Ordinary Shares described in clause (i) of this paragraph, the Company’s CFO“Incentive Shares”), with each annual issuance Incentive Share having a value of Restricted Stock Units subject to a two (2) year vesting schedule as set forth in the Award Agreement (such shares$1.65 per share. By way of example, the “Restricted Stock Unit Award”). Employee and the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documents, including any applicable Restricted Stock Unit Award Agreements, within ninety (90) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement will be in substantially the form as that attached as Exhibit D. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of the First Commitment Amount, the Company will (x) reserve 909,091 Incentive Shares for issuance to the Subscriber (($7,500,000 Commitment Amount * 20%) divided by $1.65 per share) and (y) issue to the party identified as a “Subscriber” in the relevant purchase agreement 454,545 Incentive Shares (($7,500,000 Commitment Amount * 10%) divided by $1.65 per share). Notwithstanding the foregoing, any go-private transaction Incentive Shares reserved for issuance on each Subscription Closing Date pursuant to clause (i) above shall not become issuable to the Subscriber unless and until the full Commitment Amount has been paid to the Company in accordance with the terms of this Amendment; provided, however, that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event the Company terminates the Commitment Letter prior to the full payment of the Commitment Amount, any Incentive Shares reserved for issuance to the Subscriber pursuant to clause (i) above in connection with the payment of a Change of Control portion of the Company. For purposes Commitment Amount prior to such termination shall become issuable to Subscriber in accordance with the terms of this definitionthe Convertible Note Subscription Agreement, a “Change or any operative subscription agreement providing for the subscription of Control” shall have such meaning as defined in the Company’s Credit and Guaranty Agreement with SunTrust Bank dated January 3, 2017, as amended from time to time (the “SunTrust AgreementSubscribed Notes.”).

Equity Incentive. During the Employment Term(a) For fiscal 2024, Employee shall be eligible to participate in has been granted performance restricted stock units (“PRSUs”) under the PRTH Synopsys, Inc. 2006 Employee Equity Incentive Plan, under the terms and conditions set forth in the PRTH Equity Incentive Plan. The Company and the Employee shall enter into a restricted stock unit (RSU) award agreement (the “Award Agreement”) pursuant to which the Employee receives the right to to earn up to Seven Hundred Fifty Thousand Dollars ($750,000) worth of Restricted Stock Units on each anniversary of his Hire Date with the Company (based on current market value of the Company’s shares on each anniversary of his Hire Date) for the first five (5) years of Participant’s employment with the Company as the Company’s CFO, with each annual issuance of Restricted Stock Units subject to a two (2) year vesting schedule as set forth in the Award Agreement (such shares, the “Restricted Stock Unit Award”). Employee and the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documents, including any applicable Restricted Stock Unit Award Agreements, within ninety (90) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement will be in substantially the form as that attached as Exhibit D. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan shall immediately and automatically become one-hundred percent (100%) vested upon the closing of any go-private transaction that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event of a Change of Control of the Company. For purposes of this definition, a “Change of Control” shall have such meaning as defined in the Company’s Credit and Guaranty Agreement with SunTrust Bank dated January 3, 2017, as amended from time to time (the “SunTrust AgreementEmployee Equity Plan”), the target amount of shares subject to such PRSUs being equal to $4,000,000, divided by the Fair Market Value (as defined in the Employee Equity Plan) of a share of Company common stock (“Common Stock”) on the date of grant of such PRSUs, with any fractional share rounded up to the next whole share. The PRSUs described in this paragraph are otherwise subject to all of the performance conditions and the other terms and conditions included in the related grant agreement of the PRSUs granted to the Company’s executive officers for the three fiscal year 2024-2026 performance period. (b) For fiscal 2024, Employee has been granted restricted stock units (“RSUs”) under the Employee Equity Plan, the number of shares subject to such RSUs being equal to $2,000,000, divided by the Fair Market Value (as defined in the Employee Equity Plan) of a share of Common Stock on the date of grant of such RSUs, with any fractional share rounded up to the next whole share. The RSUs described in this paragraph are otherwise subject to all of the vesting conditions and the other terms and conditions included in the related grant agreement of the fiscal 2024 RSUs granted to the Company’s executive officers. (c) For fiscal 2024, Employee has been granted a non-qualified stock option to acquire shares of Common Stock (“Stock Option”) under the Employee Equity Plan, the number of shares subject to such Stock Option being equal to $2,000,000 divided by the fair value of a Stock Option to acquire a share of Common Stock on the date of grant of such Stock Option under the Black-Scholes option-pricing model, with any fractional share rounded up to the next whole share, and with the assumptions used in such Black-Scholes valuation being calculated as of such grant date and the stock price and exercise price used in such valuation being the Company’s closing stock price (rounded to the nearest ▇▇▇▇▇) on such grant date. The Stock Option described in this paragraph is otherwise subject to all of the vesting conditions and the other terms and conditions included in the related grant agreement of the fiscal 2024 Stock Option granted to the Company’s executive officers.

Equity Incentive. During The Board has authorized the Employment Term, Employee shall be eligible grant to participate in the PRTH Equity Incentive Plan, under the terms and conditions set forth in the PRTH Equity Incentive Plan. The Company and the Employee shall enter into a restricted stock unit (RSU) award agreement (the “Award Agreement”) pursuant Executive of options to which the Employee receives the right to to earn up to Seven Hundred Fifty Thousand Dollars ($750,000) worth of Restricted Stock Units on each anniversary of his Hire Date with the Company (based on current market value purchase 160,000 shares of the Company’s shares common stock (the “Initial Stock Option”) effective as of the Commencement Date with a per share exercise price equal to the fair market value of a share of common stock on each anniversary the Commencement Date, contingent on the commencement of his Hire Date) for the first five (5) years of ParticipantExecutive’s employment with the Company as on that date. The Initial Stock Option is intended to be an incentive stock option, to the extent permitted under Section 422(d) of the Internal Revenue Code (the “Code”). The Initial Stock Option will be granted under the Company’s1995Stock Option/Stock Issuance Plan (the “Plan). The Initial Stock Option will become vested and first exercisable with respect to 25% of shares on the Commencement Date, and will become vested and exercisable with respect to an additional 25% of the shares subject thereto on the first, second, and third anniversaries of the Commencement Date, respectively, contingent on the continued employment of the Executive by the Company on the applicable vesting date, such that the entire option will be fully vested and exercisable on the third anniversary of the Commencement Date (if the Executive then remains employed by the Company). In addition, the Board has authorized the grant to the Executive of options to purchase 30,000 shares of the Company’s CFO, with each annual issuance of Restricted Stock Units subject to a two common stock (2) year vesting schedule as set forth in the Award Agreement (such shares, the “Restricted Contingent Stock Unit AwardOption”). Employee and ) effective as of the Commencement Date with a per share exercise price equal to the fair market value of a share of common stock on the Commencement Date, contingent on the commencement of the Executive’s employment with the Company will negotiate in good faith to resolve and execute any applicable PRTH Equity Incentive Plan documents, including any applicable Restricted on that date. The Contingent Stock Unit Award Agreements, within ninety (90) days of the execution of this Agreement. Any Restricted Stock Unit Award Agreement Option will be in substantially the form as that attached as Exhibit D. Notwithstanding the foregoing or anything in this Agreement or the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding Restricted Stock Unit award a non-qualified stock option granted to Employee under the PRTH Equity Incentive Plan shall immediately Plan, and automatically will become one-hundred percent vested and first exercisable on the earlier of (100%i) vested upon the closing first filing with the Food and Drug Administration of any go-private transaction that causes all of the equity to cease to be publicly traded on Nasdaq or any other public stock exchange or in the event of a Change of Control of the Company. For purposes of this definition, a “Change of Control” shall have such meaning as defined in an Investigational New Drug application for the Company’s Credit own proprietary drug candidate that allows the Company to commence clinical trials, and Guaranty Agreement (ii) the fifth anniversary of the Commencement Date. The Executive will be eligible to receive additional grants in accordance with SunTrust Bank dated January 3the Company’s executive incentive options program, 2017, as amended from time to time (at the “SunTrust Agreement”)discretion of the Board or a committee of the Board.