Common use of Equity Plans Clause in Contracts

Equity Plans. Prior to the Closing Date, Acquiror shall approve and adopt an incentive equity plan in a form mutually agreeable to the Parties (the “Incentive Equity Plan”), which Incentive Equity Plan shall become effective upon the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company or Acquiror, as applicable) and shall, among other things, include (x) an initial share pool reserve for Company management of a number of Domesticated Acquiror Common Stock equal to 10% of total number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined at the Closing and (y) an “evergreen” provision pursuant to which the number of Domesticated Acquiror Common Stock reserved for issuance under the plan shall be increased automatically each year by not more than 2% of the aggregate number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined on December 31 of the previous year. Prior to the Closing Date, Acquiror shall approve and adopt an employee stock purchase plan in a form mutually agreeable to the Parties (the “ESPP”), which ESPP shall become effective upon the Closing Date, and with any changes or modifications thereto as the Company and Acquiror may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company or Acquiror, as applicable). Within five (5) Business Days following the expiration of the sixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Acquiror shall file a registration statement on Form S-8 (or other applicable form) with respect to the Acquiror Common Stock issuable under the Incentive Equity Plan and ESPP, and Acquiror shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity Plan and ESPP remain outstanding.

Equity Plans. Prior to the Closing Date, Acquiror SPAC shall approve and adopt and submit for stockholder approval, (i) an equity incentive equity plan plan, in a form mutually agreeable and substance reasonably acceptable to SPAC and the Parties (Company that provides for the “Incentive Equity Plan”), which Incentive Equity Plan shall become effective upon the Closing Date (such agreement not grant of awards to be unreasonably withheld, conditioned or delayed by any employees and other service providers of the Company Surviving Corporation and its Subsidiaries in the form of options, restricted stock, restricted stock units or Acquiror, as applicable) and shall, among other things, include equity-based awards based on SPAC Common Stock with (x) an initial share pool reserve for Company management of a number of Domesticated Acquiror SPAC Common Stock equal to 10% thirteen percent (13%) of the total number of Domesticated Acquiror SPAC Common Stock outstanding on a fully diluted basis, as of immediately following the First Effective Time (for the avoidance of doubt, including all shares of SPAC Common Stock issuable to holders of Company Stock pursuant to Section 3.02), and (y) an annual “evergreen” increase of five percent (5%) of the shares of SPAC Common Stock outstanding as of the day prior to such increase, and (ii) an employee stock purchase plan, in a form and substance reasonably acceptable to SPAC and the Company that provides for the grant of purchase rights with respect to SPAC Common Stock to employees of the Surviving Corporation and its Subsidiaries with (x) an initial share pool reserve of SPAC Common Stock equal to two percent (2%) of the total number of SPAC Common Stock outstanding on a fully diluted basis, as determined at the Closing Closing, and (y) an annual “evergreen” provision pursuant to which the number increase of Domesticated Acquiror Common Stock reserved for issuance under the plan shall be increased automatically each year by not more than 2% one percent (1%) of the aggregate number shares of Domesticated Acquiror SPAC Common Stock outstanding on a fully diluted basis, as determined on December 31 of the previous year. Prior day prior to the Closing Datesuch increase ((i) and (ii), Acquiror shall approve and adopt an employee stock purchase plan in a form mutually agreeable to the Parties (together, the “ESPPEquity Plans”), which ESPP shall become effective upon the Closing Date, and with any changes or modifications thereto . As soon as the Company and Acquiror may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company or Acquiror, as applicable). Within five (5) Business Days practicable following the expiration of the date that is sixty (60) day period following days after the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell companyClosing and subject to applicable securities Laws, Acquiror SPAC shall file a an effective registration statement on Form S-8 (or other applicable form) with respect to the Acquiror SPAC Common Stock issuable under the Incentive Equity 2017 Plan and ESPPthe Equity Plans, and Acquiror SPAC shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity 2017 Plan and ESPP the Equity Plans remain outstanding.

Equity Plans. Prior to the effectiveness of the Proxy Statement/Registration Statement, HoldCo shall approve and adopt, in each case, effective as of the Closing Date, Acquiror shall approve and adopt the following documents: (i) an incentive equity plan in with an award pool comprising a form mutually agreeable number of shares of HoldCo Common Stock equal to the Parties sum of (A) the difference of (x) 12.5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time minus (y) the number of shares of HoldCo Common Stock subject to Holdco Options substituted for Company Options that are unvested as of immediately following the Merger Effective Time plus (B) an annual “evergreen” increase equal to 4.5% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) as of the final day of the immediately preceding calendar year (the “Incentive Equity Award Plan”); (ii) an additional performance incentive equity plan (which, for the avoidance of doubt, shall be separate from, and in addition to, the Incentive Award Plan and any HoldCo Options) pursuant to which Incentive Equity Plan shall become effective upon (A) an award, in the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by any form of the Company or AcquirorPSU Agreement, as applicable) and shall, among other things, include (x) an initial share pool reserve for Company management in respect of a number of Domesticated Acquiror shares of HoldCo Common Stock equal to 103% of total number the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of Domesticated Acquiror Common Stock outstanding the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time will be granted to the Person identified on a fully diluted basisSection 10.8(a) of the Company Disclosure Letter (the “Founder”) or, as determined at the Closing discretion of the Company Board, one or more members of senior management of the Company identified by the Founder and (yB) an “evergreen” provision pursuant to which the number of Domesticated Acquiror Common Stock reserved for issuance under the plan shall be increased automatically each year by not more than 2% Incentive Earn-out Units, in respect of the aggregate number of Domesticated Acquiror Common Stock outstanding on a fully diluted basisIncentive Earn-out Shares, as determined on December 31 of the previous year. Prior will be granted to the Closing Date, Acquiror shall approve and adopt Incentive Earn-out Unit Awardees in accordance with Section 2.11 (the “Performance Incentive Plan”); (iii) an employee stock purchase plan with an initial award pool of 2% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to all of the Transactions and this Section 10.8(a)) as of immediately following the Merger Effective Time, an annual “evergreen” increase equal to 1% of the Fully Diluted HoldCo Post-Closing Shares Outstanding (calculated after giving effect to this Section 10.8(a)) as of the final day of the immediately preceding calendar year and otherwise with such terms as determined by Holdco following discussions in good faith with SPAC (such employee stock purchase plan, together with the Incentive Award Plan and the Performance Incentive Plan, the “Incentive Equity Plans”); (iv) a (A) form of stock option agreement and (B) form of restricted stock unit agreement for purposes of the Incentive Award Plan; and (v) a form mutually agreeable to of performance-vesting restricted stock unit agreement for purposes of the Parties Performance Incentive Plan (the a “ESPPPSU Agreement”), which ESPP shall become effective upon provide for the grant of performance-vesting restricted stock units (“PSUs”) that vest as follows: (A) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the period commencing on the Closing DateDate and ending on the date that is five years after the Closing Date (the “Performance Vesting Period”), the HoldCo Trading Price is greater than or equal to $15.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, (B) 25% of the PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or equal to $20.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, and with any changes or modifications thereto as the Company and Acquiror may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by any C) 50% of the Company PSUs shall vest and no longer be subject to forfeiture if, at any time during the Performance Vesting Period, the HoldCo Trading Price is greater than or Acquirorequal to $30.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, in each case, subject to the Founder’s continued provision of services to HoldCo or one or more of its Subsidiaries through the applicable vesting date. For the avoidance of doubt, if the vesting conditions set forth in more than one of clauses (A), (B) and (C) of the immediately preceding sentence have been satisfied at any time, then all of the PSUs subject to such satisfied vesting conditions shall immediately vest and no longer be subject to forfeiture as applicable)provided in the next succeeding sentence. Within five (5) Business Days following If, upon the expiration of the sixty (60Performance Vesting Period, the vesting of any of the PSUs has not occurred, then the applicable PSUs that failed to vest shall be automatically forfeited for no consideration. The provisions of Section 2.10(f) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Acquiror and Section 2.10(g) shall file a registration statement on Form S-8 (or other applicable form) with respect apply to the Acquiror Common Stock issuable under the Incentive Equity Plan and ESPPPSUs, and Acquiror shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity Plan and ESPP remain outstandingmutatis mutandis.

Equity Plans. (a) Prior to the Closing Date, Acquiror shall approve and adopt adopt, subject to receipt of Acquiror Shareholder Approval: (i) an incentive equity plan in a form mutually agreeable to the Parties (the “Incentive Equity Plan”), which Incentive Equity Plan shall become effective upon the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company or Acquiror, as applicable) and shall, among other things, include (x) an initial share pool reserve for Company management of a number of Domesticated Acquiror Common Stock equal to 10% of total number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined at the Closing ; and (yii) an “evergreen” provision pursuant to which the number of Domesticated Acquiror Common Stock reserved for issuance under the plan shall be increased automatically each year by not more than 2% of the aggregate number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined on December 31 of the previous year. Prior to the Closing Date, Acquiror shall approve and adopt an employee stock purchase plan in a form mutually agreeable to the Parties (the “ESPP”), which ESPP shall become in each case, in form and substance reasonably acceptable to the Company in consultation with Acquiror and effective upon as of the Closing Date. The Incentive Equity Plan will provide for awards of Acquiror Common Stock with a total pool of shares equal to the sum of (i) 10% of the aggregate number of the sum of (x) shares of Acquiror Common Stock outstanding as of immediately after the Closing, (y) other securities outstanding as of immediately after the Closing convertible into Acquiror Common Stock and (z) a number of shares underlying the long-term performance incentive awards granted to the Company’s management team in connection with any changes or modifications thereto the Closing, plus (ii) an annual “evergreen” increase of 5% of the shares of Acquiror Common Stock outstanding as of the day prior to such increase, plus (iii) the maximum aggregate number of shares of Acquiror Common Stock that may be issued to holders of Company Awards pursuant to Section 3.3 hereof (the “Incentive Equity Plan Share Reserve”). The ESPP will provide for the grant of purchase rights with respect to Acquiror Common Stock with a total pool of shares equal to 2.5% of the aggregate number of the sum of (x) shares of Acquiror Common Stock outstanding as of immediately after the Closing and (y) other securities outstanding as of immediately after the Closing convertible into Acquiror Common Stock, with an annual “evergreen” increase of 1% of the shares of Acquiror Common Stock outstanding as of the day prior to such increase (the “ESPP Share Reserve”). The Incentive Equity Plan Share Reserve and the ESPP Share Reserve will be determined by the Company in consultation with Acquiror based upon benchmarking against peer companies and Acquiror may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed the recommendation of a compensation consultant engaged by any of the Company or Acquiror, as applicable)Company. Within five two (52) Business Days following the expiration of the sixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Acquiror shall file a an effective registration statement on Form S-8 (or other applicable form, including Form S-3) with respect to the Acquiror Common Stock issuable under the Incentive Equity Plan and the ESPP, and Acquiror shall use commercially reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity Plan and the ESPP remain outstanding.

Equity Plans. Prior to or as of the Closing DateEffective Time, Acquiror the Parent Board shall approve approve, adopt and adopt an incentive equity plan submit for approval by the stockholders of Parent, and recommend and use commercially reasonable efforts to cause the stockholders of Parent to approve, (a) the 2026 Equity Incentive Plan in a form to be mutually agreeable to agreed by Parent and the Parties Company (the “Incentive Equity 2026 Plan”), ) which Incentive Equity Plan shall become effective upon the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company or Acquiror, as applicable) and shall, among other things, include (x) an initial share pool reserve will provide for Company management of new awards for a number of Domesticated Acquiror shares of Parent Common Stock equal not exceeding eighteen percent (18%) of the Parent Common Stock issued and expected to 10% be outstanding immediately after the Effective Time, as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board (for avoidance of total doubt, such number of Domesticated Acquiror shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding on a fully diluted basisParent Stock Awards or subject to Company Options assumed by Parent as contemplated by Section 5.5), as determined at the Closing and (y) which may include an annual increase pursuant to an “evergreen” provision pursuant to which provide for optional annual increases of up to five percent (5%) of the total number of Domesticated Acquiror Common Stock reserved for issuance under the plan shall be increased automatically each year by not more than 2% fully diluted shares of capital stock of Parent as of the aggregate number of Domesticated Acquiror Common day prior to such increase; and (b) the 2026 Employee Stock outstanding on a fully diluted basis, as determined on December 31 of the previous year. Prior to the Closing Date, Acquiror shall approve and adopt an employee stock purchase plan in a form mutually agreeable to the Parties Purchase Plan (the “2026 ESPP”), which ESPP shall become effective upon in a form to be mutually agreed by Parent and the Closing DateCompany with a total pool of shares of Parent Common Stock not exceeding one percent (1%) of the Parent Common Stock issued and expected to be outstanding immediately after the Effective Time, and with any changes or modifications thereto as the Company and Acquiror may mutually agree include an annual increase pursuant to an “evergreen” provision providing for an annual increase of up to one percent (such agreement not to be unreasonably withheld, conditioned or delayed by any 1%) of the Company or Acquirortotal number of fully diluted shares of capital stock of Parent outstanding as of the day prior to such increase ((a) and (b), collectively, the “Equity Plan Proposals”). Subject to the approval of the 2026 Plan by the stockholders of Parent, Parent shall file with the SEC, as applicable). Within five (5) Business Days following promptly as practicable after the expiration of the sixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell companyEffective Time, Acquiror shall file a registration statement on Form S-8 (or other applicable any successor form) ), if available for use by Parent, relating to the shares of Parent Common Stock issuable with respect to the Acquiror Common Stock issuable under the Incentive Equity Plan and ESPP, and Acquiror shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity Plan and ESPP remain outstanding2026 Plan.

Equity Plans. Prior (i) Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan shall be on the terms and subject to the Closing conditions specified in the governing document of the particular plan. (ii) On the Effective Date, Acquiror Executive shall approve and adopt an incentive equity plan in be granted a form mutually agreeable to restricted stock award of 4,875 shares of the Parties Company’s common stock (the “Restricted Stock”) under the Company’s 2006 Equity Incentive Equity Award Plan”), which Incentive Equity Plan shall become effective upon . The shares of Restricted Stock will be subject to forfeiture in the Closing Date (such agreement not event Executive’s employment with or service to be unreasonably withheld, conditioned or delayed by any the Company terminates prior to the vesting of the shares in accordance with the terms of this Agreement. The restrictions on such Restricted Stock shall lapse in three (3) equal annual installments commencing on the first anniversary of the Effective Date, subject to Executive’s continued employment or service with the Company or Acquiror, as applicableon each such date. Subject to Sections 4(g) and shall5, among other things, include (x) an initial share pool reserve for Company management such Restricted Stock shall be subject to the terms and conditions of a number of Domesticated Acquiror Common Stock equal to 10% of total number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined at the Closing Company’s 2006 Equity Incentive Award Plan and (y) an “evergreen” provision the restricted stock award agreement pursuant to which the number of Domesticated Acquiror Common such Restricted Stock reserved for issuance under the plan shall be increased automatically each year by not more than 2% of the aggregate number of Domesticated Acquiror Common Stock outstanding on a fully diluted basis, as determined on December 31 of the previous year. Prior is granted to the Closing Dateextent such provisions are not less favorable to Executive than the applicable provisions of this Agreement. (iii) The parties acknowledge: (a) the Company is considering forming a wholly-owned subsidiary, Acquiror shall approve BION, to develop a process for removing and adopt destroying perchlorate from saturated resin; (b) once BION is formed, the Company intends to offer a portion of BION’s equity securities for sale in an employee initial private placement to accredited investors; and (c) in the future, BION may establish a management stock purchase plan in a form mutually agreeable option plan, pursuant to which stock options may be authorized and granted to the Parties executive officers, directors, employees and key consultants of BION. If BION prepares and adopts such management stock option plan, then, provided there are at least ten million (10,000,000) shares of common stock of BION issued and outstanding, the Company agrees to cause BION to issue to Executive options (the “ESPPBION Options”)) to purchase one hundred fifty thousand (150,000) shares of BION’s common stock. If granted, one-third (1/3) of the BION Options shall vest on the first anniversary of the date of grant, one-third (1/3) of the BION Options shall vest on the second anniversary of the date of grant, and one-third (1/3) of the BION Options shall vest on the third anniversary of the date of grant; provided, however, that notwithstanding the foregoing, all BION Options shall immediately vest and become exercisable: (a) upon any merger or consolidation in which ESPP shall become effective BION is not the surviving corporation, upon the Closing Datesale of all or substantially all of the assets or stock of BION, and with any changes or modifications thereto upon a change in control of BION; or (b) if there is an IPO of BION’s securities. The exercise price for the BION Options shall be the same price per share as the Company and Acquiror may mutually agree (such agreement not BION common stock offered for sale to accredited investors in the initial private placement described above. Notwithstanding the foregoing, the BION Options shall be unreasonably withheld, conditioned or delayed by any of the Company or Acquiror, as applicable). Within five (5) Business Days following the expiration of the sixty (60) day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Acquiror shall file a registration statement on Form S-8 (or other applicable form) with respect to the Acquiror Common Stock issuable under the Incentive Equity Plan and ESPP, and Acquiror shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity Plan BION management stock option plan and ESPP remain outstandingshall in all respects limited by and subject to the express terms and provisions of that plan, as it may be amended from time to time and construed by the Board of Directors of BION.