Equity. The Company granted the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire shares of Company common stock determined by the following formula: 290,000 less the product of 159,234 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: (i) 50% of the total number of Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 102,800 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Refresh RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(c) On the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, subject to the approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, Executive shall receive a grant of 25,000 shares of Company common stock, in recognition of his contributions to the applicable vesting dates, Company (the Option shall vest over three years with one-third vesting on “Stock Closing Bonus”). The Stock Closing Bonus will be granted subject to the one year anniversary of the Commencement Date Plan and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion terms and conditions of each quarter thereafter, subject an applicable stock award agreement.
(d) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(e) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. The As a material inducement to accept the Company’s offer of employment, the Company granted will recommend to the Board (or a committee thereof) that the Executive a nonstatutory stock be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (i) an option to purchase 120,000 165,000 shares of Company common stock of the Company (the “New Hire Stock Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock ) and (the “PSU”), and ii) a restricted stock unit award covering 15,000 for 12,000 shares of Company common stock of the Company with time-based vesting (the “RSU New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). The New Hire Equity Awards will have the following terms:
(i) As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be granted to the Executive under the Company’s 2017 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will be subject to the terms and conditions of the Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement.
(ii) Subject to the Executive’s continued employment and the terms of the Company’s 2018 Stock Incentive Plan, as amended (the “2018 Plan”) and the applicable restricted stock unit award agreement entered into by the Executive and the Company pursuant to the 2018 Plan, the New Hire RSUs shall vest in one installment on the first anniversary of the grant date. The New Hire RSUs shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement.
(iii) The New Hire Equity Awards and any subsequently granted equity or stock-based awards under the Company’s equity incentive plans, including stock options and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datesawards, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible collectively referred to receive additional Stock Awards on terms to be determined by in this Agreement as the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Equity Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.”
Appears in 1 contract
Equity. The Company Executive was previously granted the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock performance share award (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “GrantPSA”) in each case as an Inducement Award and outside of under the Company’s 2015 2019 Equity Incentive Plan (the “Plan”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Board and the Company’s stockholders of an amendment or replacement of the Company’s 2020 Equity Incentive Plan (as amended, replaced or otherwise modified, the “Plan”) to include a sufficient number of shares available under the Plan to grant such an award, the Board (or its Compensation Committee) will grant Executive, as of the date of the necessary amendment or replacement is effective, an award of restricted stock units (“RSUs”) under the Plan (the “RSU Award”) entitling Executive to 400,000 shares of the Company’s Common Stock, which restricted stock units shall vest on the following schedule: · 111,706 RSUs on January 20, 2023 · 111,706 RSUs on January 20, 2024 · 111,706 RSUs on January 20, 2025 · 64,882 RSUs on ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ Award will be subject to the Plan and the form of award agreement thereunder approved by the Board (or its Compensation Committee) and will provide that (i) tax withholdings required in consultation connection with the independent members vesting of the RSUs and settlement of shares with respect thereto shall be satisfied by a share withholding procedure pursuant to which the Company will withhold, immediately as shares are issued under the RSU Award, a portion of those shares with a fair market value (measured as of the issuance date) equal to the statutory minimum withholding amount and (ii) that each RSU will be settled upon vesting in one share of the Company’s common stock Notwithstanding anything to the contrary in this Agreement, the RSU Award will accelerate vesting and become 100% vested if, on or prior to the 5th anniversary of the Prior Employment Agreement Effective Date (August 20, 2025), Executive’s employment is terminated by the Company without Cause or due to Executive’s death. For this purpose, “Cause” shall consist of a termination due to the following as specified in the notice of termination (and in each case Executive fails to cure within thirty (30) days of delivery of such notice of termination, except as to clauses (v) or (vi), which shall not be subject to cure) (i) Executive’s failure, subject to the relaxed standard in Section 1(b), to substantially perform the fundamental duties and responsibilities associated with the position(s) he holds for any reason, including Executive’s failure or refusal to carry out reasonable instructions; (ii) Executive’s material breach of any material written Company policy; (iii) Executive’s gross misconduct in the performance of Executive’s duties for the Company; (iv) Executive’s material breach of the terms of this Agreement; (v) Executive being convicted of, or pleading nolo contendere or equivalent to, any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct or character that the Board reasonably concludes is inconsistent with continued employment; or (vi) any criminal conduct that is a “statutory disqualifying event” (as defined under federal securities laws, rules and regulations). Prior to any termination for Cause, and subsequent to any applicable thirty (30) day period of Directorstime within which Executive may be permitted to cure, Executive will be eligible entitled to receive additional Stock Awards appear (with counsel) before the full Board to present information regarding his views on terms to the Cause event, and after such hearing, there must be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion least a majority vote of the Compensation Committeefull Board (other than Executive) to terminate him for Cause. After providing the notice in foregoing sentence, in consultation with the independent members of the Board of Directorsmay suspend Executive with full pay and benefits until a final determination pursuant to this paragraph has been made. For all purposes of Notwithstanding anything to the contrary in this Agreement, “Stock Awards” in the event of a Change in Control that involves a Corporate Transaction (each as defined in the Plan), the RSU Award shall mean any rights granted by the Company to Executive with respect become fully vested immediately prior to the common stock effective time of such Change in Control. The Company and Executive agree that the change to Executive’s title from “Interim Chief Executive Officer” to “Chief Executive Officer” pursuant to this Agreement shall not be treated as Executive ceasing to serve as “Interim Chief Executive Officer” or “ICEO” for purposes of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses PSA award or any other outstanding equity award. The Company and restricted stock unitsExecutive further agree that the removal of Executive’s “Chief Strategy Officer” title does not result in the vesting of the PSA Award (or any portion thereof) or any other outstanding equity award.
Appears in 1 contract
Sources: Employment Agreement (Audioeye Inc)
Equity. The Company granted (i) As a material inducement to Executive entering into this Agreement and becoming an employee of the Executive Company, subject to approval by the Compensation Committee or a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside majority of the Company’s 2015 Equity Incentive Plan independent directors, on or reasonably promptly following the Effective Date, the Company will grant the Executive the following equity awards: (i) 2.4 million restricted stock units (the “PlanInitial RSU Grant”). The Grant ) which will be subject to time-based vesting, with 1/3 of the Initial RSU grant vesting on the grant date and the remainder of the Initial RSU Grant vesting on a pro rata annual basis over the next two (2) years; and (ii) 1.6 million performance share units (the “Initial PSU Grant” or “Initial PSUs”) and, the Initial PSU Grant, together with the Initial RSU Grant, the “Initial Equity Grants”), subject to vesting upon the achievement of specified performance metrics described in this paragraph. The Initial PSU Grant shall vest as follows: 1/3 shall vest upon the achievement of a price for the Common Stock (the “Share Price”) equal to or exceeding $3.00 per share, 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $4.50, and the final 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $6.00, in each case, the closing stock price for 20 consecutive trading days (each, a “20-Day Consecutive Share Price”) must equal or exceed the Share Price targets, and provided such Share Price is achieved prior to the fifth (5th) anniversary of the grant date of such Initial PSU Grant (each, an “Initial PSU Grant Vesting Date”). Notwithstanding the foregoing or any provision in the Agreement or 2020 Plan to the contrary, in the event of a Change of Control prior to an applicable Initial PSU Grant Vesting Date, the portion of the Initial PSUs that have achieved the applicable Share Price targets set forth in the Initial PSU Grant shall vest in accordance with the achievement of the applicable 20-Day Consecutive Share Price as described in this paragraph, except the applicable price per share in the applicable Change of Control transaction, as determined by the Board in its discretion, shall be substituted for the applicable 20-Day Consecutive Share Price to determine the number of Initial Grant PSUs that shall vest upon such a Change of Control. For the avoidance of doubt, any Initial PSUs that have not vested in accordance with this paragraph by such Change of Control shall be forfeited. The Executive must continue to have a service relationship with the Company on the applicable vesting dates to vest in any shares in the Initial Equity Grants. This is a summary only. The Initial Equity Grants shall be subject to, and governed by, the terms and conditions of the Plan Company’s 2020 Equity Incentive Plan, as may be amended or restated from time to time (the “2020 Plan”), and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datesequity award agreements (collectively, the Option shall vest over three years with one-third vesting on “Equity Documents”). To the one year anniversary extent there is any inconsistency between Section 5(c) or Section 6(a)(iii) of the Commencement Date this Agreement, as applicable, and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion Equity Documents, Section 5(c) or Section 6(a)(iii) of each quarter thereafterthis Agreement, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU as applicable, shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year govern.
(ii) 10,000 shares of Company common stock underlying Commencing in 2024 performance year, at the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any discretion of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of DirectorsBoard, Executive will be eligible for annual equity grants subject to receive additional Stock Awards on terms to be such time and performance vesting as determined by the Board or the Compensation Committee at the time of any such the grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The (a) Subject to approval by the Board of Directors or Compensation Committee, the Company granted will grant Executive the Executive following equity awards (collectively, the “Equity Awards”): (i) a nonstatutory stock option to purchase 120,000 48,000 shares of Company common stock (the “Option”), (ii) a performance time-based restricted stock unit award covering 30,000 5,000 shares of Company common stock (the “PSUTime-Based RSU”), ; and (iii) a performance restricted stock unit award covering 15,000 9,840 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanPSUs”). The Grant Option is a non-qualified stock option, has a ten (10)-year term and will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years four (4) years, with one-third fourth (1/4th) vesting on the one (1) year anniversary of the Commencement Date grant date and the remaining twothree-thirds fourths (3/4ths) vesting over the following three (3) years in eight thirty-six (36) equal quarterly installments after monthly installments. The Time-Based RSU will vest over four (4) years, with one-fourth (1/4th) vesting on each anniversary of the conclusion grant date. The PSUs shall vest upon achievement of certain corporate objectives, including a revenue milestone and a clinical development milestone. Additional details regarding the vesting terms will be set forth in the grant notice for the PSUs. Except as expressly provided pursuant to the accelerated vesting provisions in Section 6 below, the vesting of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: Equity Award is subject to Executive’s continuous service through such dateseach applicable vesting date. The Equity Awards will be granted under the Company’s 2018 Equity Incentive Plan, (i) 10,000 shares of Company common stock underlying as amended. The Equity Awards shall also be governed by the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition terms and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any conditions of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates respective applicable equity award agreements Executive will be required to execute as a condition to receiving such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. awards.
(b) Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, the Equity Awards and other stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The (i) At the first Compensation Committee meeting following the Effective Date, and subject to Executive’s continued employment through such date, the Company granted the will grant to Executive restricted stock or restricted stock units and a nonstatutory stock option to purchase 120,000 shares of Company common stock Common Stock of the Company, which shall have a combined value of approximately $800,000 (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Additional Equity Grant”) in the same restricted stock/unit and stock option mix as the combination of the awards that have actually been granted to Executive in the 2017 fiscal year and the awards the Compensation Committee has approved but that are to become effective for Executive in the 2017 fiscal year. For avoidance of doubt, the Compensation Committee has also previously approved a stock option award for Executive covering 40,000 shares of the Company to become effective in November 2016 (the “Additional Option Grant”), subject to Executive’s continued employment with the Company through the effective grant date. Subject to the acceleration provisions herein, so long as Executive remains in continuous service with the Company through each case applicable vesting date, the restricted stock units subject to the Additional Equity Grant will vest in three (3) equal annual installments and the stock option subject to the Additional Equity Grant will vest as an Inducement Award to 1/3 of the shares vesting on the first anniversary of the date of grant and outside of the remaining shares vesting in equal monthly installments thereafter, all in accordance with the Company’s 2015 Equity Incentive Plan (the “Plan”)policy relating to equity-based awards. The Additional Equity Grant and the Additional Option Grant will be subject to the terms terms, definitions and conditions provisions of the Plan Company equity plan under which it is granted and the applicable stock option grant agreement and to a restricted stock unit agreementand/or stock option agreements, as applicable, by and between the Company and Executive. Subject to Executive’s continued employment through Neither the applicable vesting datesgranting of the Additional Equity Grant, the Additional Option Grant nor any other Equity Award shall vest over three years confer Executive with one-third any right to continued vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year or employment.
(ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms equity-based awards (which, if granted to be determined by Executive, will constitute Equity Awards) pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or the Compensation Committee at will determine in its discretion whether Executive will be granted any such additional equity-based awards and the time terms of any such grant. The determination whether to grant any additional Stock Award to Executive is equity-based awards in the sole discretion of the Compensation Committee, in consultation accordance with the independent members terms of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company applicable plan or arrangement that may be in effect from time to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitstime.
Appears in 1 contract
Equity. The Company granted (a) Subject to the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside terms of the CompanyParent’s 2015 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will be granted an option to purchase up to 133,500 shares of the Parent’s common stock (the “Initial Option”). The Grant will Initial Option shall: (i) have an exercise price equal to the closing price of the Parent’s common stock on the New York Stock Exchange on the grant date; (ii) be subject to the terms and conditions a four (4)-year vesting period, with 25% of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Initial Option shall vest over three years with one-third shares vesting on the one year first anniversary of the Commencement Date grant date and the remaining two-thirds quarterly vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting as well as any other terms contained in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition grant agreements; and (iii) 10,000 shares of Company common stock underlying expire and cease to be exercisable on the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year ten (10)-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Dategrant date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by Under the Company’s Compensation Committeecurrent grant date policy, option grants are effective on the 15th (or next business day) of the month next following the later of the date of approval of the option grant or the optionee’s commencement of employment. The Initial Option will be governed by the Plan and other documents issued in consultation connection with the independent members grant.
(b) Subject and subsequent to the approval of the Board of DirectorsBoard, the Executive will be granted 29,700 restricted stock units (the “RSUs”) of the Parent to be issued under the Plan. The RSUs shall be subject to a 4-year vesting period, with 25% of the RSUs vesting after approximately one year and quarterly vesting thereafter, as well as any other terms contained in the grant agreement.
(c) The Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is discretionary annual equity incentive grants in the sole discretion of the Compensation Committee, in consultation amounts commensurate with the independent members of Executive’s position as Chief Commercial Officer (the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsAnnual Equity Grants”).
Appears in 1 contract
Equity. The Company granted (a) Subject to final approval by the Executive Board and receipt of all other required approvals to be secured contemporaneously, through a nonstatutory stock option to purchase 120,000 shares Board of Company common stock (the “Option”)Director action, a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option signing and approval of this Agreement, effective on the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside Start Date, you will be awarded 1,165,532 Incentive Units, which equals 1% of the Company’s 2015 Equity Incentive Plan currently outstanding equity on a fully-diluted basis as of the date hereof, including for such purposes the conversion of all convertible securities (the “PlanEquity Award”). The Grant will Equity Award shall be subject to the terms and conditions set forth in the Amended and Restated Operating Agreement of the Plan Company, dated October 4, 2013, as amended and supplemented from time to time (the “Operating Agreement”), and the applicable stock option grant Company’s standard form agreement and restricted stock unit agreementfor the award of Incentive Units (the “Grant Agreement”). Subject The Incentive Units will be issued with a Strike Price determined in accordance with the Operating Agreement. The Equity Award shall be subject to Executive’s continued employment through the applicable a four-year vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary schedule in which 25% of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, Incentive Units subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU Equity Award shall vest on the one-year anniversary of the Commencement Start Date and the remaining two-thirds remainder shall vest in equal installments ratably on a monthly basis over the following eight quarters36 months, after subject to continued employment. Notwithstanding the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committeeabove, in consultation the event that the Company terminates your employment without Cause or you resign with Good Reason (both as defined in the independent members Grant Agreement), within 12 months following a Sale of the Company (as defined in the Grant Agreement), you shall immediately vest in all Incentive Units subject to the Equity Award.
(b) The Board may also, in its discretion, award you additional Incentive Units subject to time based and/or performance based vesting. The terms of Directors, Executive will be eligible the Operating Agreement and any associated award agreement (collectively the “Equity Documents”) shall apply to receive additional Stock Awards on terms to be determined by any equity grant. In the Compensation Committee at the time event of any such grant. The determination whether to grant any additional Stock Award to Executive is conflict between the terms set forth in this Agreement and the sole discretion terms of the Compensation CommitteeEquity Documents, in consultation with the independent members terms of the Board of Directors. For all purposes of this Agreement, “Stock Awards” Equity Documents shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitscontrol.
Appears in 1 contract
Equity. The As a material inducement to accept the Company’s offer of employment, the Company granted will recommend to the Board (or a committee thereof) that the Executive a nonstatutory stock be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, an option to purchase 120,000 500,000 shares of Company common stock of the Company (the “New Hire Stock Option”). As an inducement that is material to the Executive’s employment with the Company, a performance restricted stock unit award covering 30,000 shares portion of Company common stock the New Hire Equity Awards will be granted to the Executive under each of (i) the Company’s 2017 Inducement Award Plan (the “PSU2017 Inducement Plan”), and a restricted stock unit award covering 15,000 shares of Company common stock (ii) the Company’s 2020 Inducement Award Plan (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant2020 Inducement Plan”) in each case as an Inducement Award and outside of (iii) the Company’s 2015 Equity Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan” and, together with the 2017 Inducement Plan and the 2020 Inducement Plan, the “Plans”). The Grant grants to be made under the 2017 Inducement Plan and the 2020 Inducement Plan will be made pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Stock Option will have the following terms:
(i) Subject to the Executive’s continued employment and the terms of the Company’s Plans and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Plans, the New Hire Stock Option will be granted as of the grant date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the terms extent and conditions as provided in Section 8(b) of this Agreement. The New Hire Stock Option and any subsequently granted equity or stock-based awards under the Plan and the applicable Company’s equity incentive plans, including stock option grant agreement options and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datesawards, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible collectively referred to receive additional Stock Awards on terms to be determined by in this Agreement as the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Equity Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.”
Appears in 1 contract
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire shares of Company common stock determined by the following formula: 15,480 less the product of 8,500 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Initial RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 128,600 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Refresh RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(c) On the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, subject to the approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, Executive shall receive a grant of 5,000 shares of Company common stock, in recognition of his contributions to the applicable vesting dates, Company (the Option shall vest over three years with one-third vesting on “Stock Closing Bonus”). The Stock Closing Bonus will be granted subject to the one year anniversary of the Commencement Date Plan and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion terms and conditions of each quarter thereafter, subject an applicable stock award agreement.
(d) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(e) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire shares of Company common stock determined by the following formula: 782,649 less the product of 429,739 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: (i) 50% of the total number of Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 161,300 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Refresh RSU Award shall vest immediately prior to the consummation of the Change in Control. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(c) On the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, subject to the approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, Employee shall receive a grant of 45,000 shares of Company common stock, in recognition of his contributions to the applicable vesting dates, Company (the Option shall vest over three years with one-third vesting on “Stock Closing Bonus”). The Stock Closing Bonus will be granted subject to the one year anniversary of the Commencement Date Plan and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion terms and conditions of each quarter thereafter, subject an applicable stock award agreement.
(d) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(e) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. The Company In connection with the commencement of the Employee’s employment, subject to the approval of the Compensation Committee of the Board, the Employee shall be granted the Executive a nonstatutory stock option to purchase 120,000 250,000 shares of Company Scholar Rock Holding Corporation’s (“SR Holding”) common stock (the “OptionStock Option Award”) at an exercise price per share equal to the closing price of the SR Holding’s common stock on the Nasdaq Global Market on the date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported), a performance restricted stock unit award covering 30,000 . The Stock Option Award will vest with respect to 25% of the shares of Company SR Holding common stock underlying the Stock Option Award on the first anniversary of the Effective Date (the “PSUVesting Commencement Date”), and a restricted stock unit award covering 15,000 the remaining 75% of the shares of Company SR Holding common stock (underlying the “RSU and together Stock Option Award shall vest in 12 equal quarterly installments following the Vesting Commencement Date, subject to the Employee’s continued full-time employment with the Option and the PSU,(the “Stock Awards” and the “Grant”) in SR Holding through each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”)applicable vesting date. The Grant Stock Option Award will be subject to the all terms and conditions of and other provisions set forth in the Scholar Rock Holding Corporation’s 2018 Stock Option and Incentive Plan (as amended and/or restated from time to time) and a separate agreement for the applicable stock option grant agreement Stock Option Award (such agreement, with the 2018 Stock Option and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datesIncentive Plan, the “Equity Documents”) which the Employee will be required to sign as a condition to receiving the Stock Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 belowAward. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will Employee may also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is future equity awards, in the sole discretion of the Board or the Compensation CommitteeCommittee of the Board. It is acknowledged and agreed that as of the Effective Date, the Employee will cease vesting in consultation the equity awards that the Employee received in connection with his Board service (the “Director Awards”, together with the independent members applicable underlying equity award agreements and equity plan(s), the “Director Award Documents”), notwithstanding anything to the contrary in the Director Award Documents. Further, and notwithstanding anything to the contrary in the Director Award Documents, the Company shall, subject to the approval of the Board or the Compensation Committee of Directors. For all purposes of this Agreementthe Board, “Stock Awards” shall mean any rights granted by extend the Company to Executive exercise period with respect to the common stock vested portion of the CompanyDirector Awards until the earlier of (i) three (3) months after the Employee’s service relationship with the Company ends, includingor (ii) the expiration date for such vested stock options as provided in the applicable Director Award Documents (the “Extended Exercise Period”). Except as expressly stated herein, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses all other terms of the Director Award Documents remain in full force and restricted stock unitseffect.
Appears in 1 contract
Equity. The Company granted A. Prior to the date hereof, the Executive has received a nonstatutory grant of stock option to purchase 120,000 an aggregate of 14,950 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will Option shall be subject to the terms and conditions of the Plan applicable Stock Option Agreement and Stock Option Plan. Twenty-five percent (25%) of the applicable stock option grant agreement and restricted stock unit agreement. Subject shares subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third twelve (12) months after March 1, 2019 (the “Employment Commencement Date” in the Prior Employment Agreement). No shares shall vest before such date, and no rights to any vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject shall be earned or accrued prior to accelerated vesting in certain circumstances pursuant to Article 6 belowsuch date. The PSU remaining shares shall thereafter vest as follows: monthly over the subsequent thirty-six (36) months in equal monthly amounts, subject to Executive’s continuous service through such datescontinuing eligibility.
B. Subject to approval of the Board, (i) 10,000 the Company shall grant Executive an additional option under the Plan to purchase up to 69,801 shares of the Company’s Common Stock (the “Additional Option”), representing approximately 2.5% of issued and outstanding shares of the Company common stock underlying as of the PSU date hereof. The Additional Option shall be subject to the terms and conditions of the applicable Stock Option Agreement and Stock Option Plan. Twenty-five percent (25%) of the shares subject to the Option shall vest upon twelve (12) months after the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the CEO Employment Commencement Date, then and thereafter the portion of remaining shares subject to the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU Option shall vest as follows: monthly over the subsequent thirty-six (36) months in equal monthly amounts, subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. continuing eligibility.
C. Subject to approval by of the Board, the Company will grant Executive certain performance-based options (“Performance Options”) to purchase such number of shares of the Company’s Compensation CommitteeCommon Stock upon the achievement of certain performance-based milestones with such vesting schedules as set forth in Schedule I hereto, in consultation with and the independent members Performance Options shall be granted pursuant to the Plan and shall have an exercise price equal to the fair market value of shares of Common Stock on the Board date of Directorsgrant. In addition, Executive will shall be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is certain special cash bonus as set forth in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsSchedule II hereto.
Appears in 1 contract
Sources: Employment Agreement (LMF Acquisition Opportunities Inc)
Equity. The Company granted the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock outstanding equity awards (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Equity Awards” and the “Grant”) issued to Employee as of the Separation Date, as attached hereto in each case Exhibit A, shall continue to vest through the last day of the Transition Period (as an Inducement Award and outside of defined below) in accordance with the Company’s 2015 2018 Equity Incentive Plan Plan, the Company’s Amended and Restated 2011 Equity Incentive Plan, and the Company’s 2014 Employment Commencement Incentive Plan, as amended (collectively, the “PlanEquity Agreement”). The Grant will Employee shall have no less than 12 months from the Separation Date (but in no event beyond the remaining term of such Equity Awards) to exercise any Equity Awards already vested as of Separation Date. Equity Awards that vest during the Transition Period shall be subject to exercisable during the terms and conditions 90-day period following the termination of the Plan and the applicable stock option grant agreement and restricted stock unit agreementTransition Period. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary All unvested Equity Awards as of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any termination of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement DateConsulting Period shall be immediately cancelled and forfeited. The RSU shall vest as follows: subject to ExecutiveEmployee’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to Equity Awards giantdom/her shall be governed by the common Equity Agreement, provided that nothing therein shall be construed in a manner that reduces the period of continued vesting or the period of exercisability identified in this Section 2(b). Employee acknowledges and agrees that except as otherwise stated in this paragraph, he/she does not now, and will not in the future, have rights to vest in any other stock options or equity under any stock option or other equity plan (of whatever name or kind) that Employee participated in, or was eligible to participate in, during his/her employment with the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The Within 90 days of the Start Date, the Company granted the Executive a nonstatutory stock option to purchase 120,000 shares shall grant you an initial equity compensation award comprised of Company common stock (the “Option”), a performance i) $300,000 worth of restricted stock unit award covering 30,000 shares of Company common stock units (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “GrantRSUs”) in to vest over three years with 33.33% vesting on each case as an Inducement Award annual anniversary of the vesting commencement date; (ii) $2.0 million worth of RSUs to vest over four years with 25% vesting on each annual anniversary of the vesting commencement date; and outside (iii) $2.0 million worth of performance-based RSUs (“PB-RSUs”) to vest over three years with 50% vesting on each of the second and third annual anniversary of the vesting commencement date (collectively, “Equity Awards”) under and subject to the terms and conditions of the Company’s 2015 2013 Equity Incentive Plan (the “Plan”) and applicable form of RSU Agreement (the Company’s current standard forms of agreement are attached hereto as Exhibit C). The Grant will be subject to the terms and conditions number of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU Equity Awards shall vest upon be calculated applying the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of closing Company common stock underlying price on the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and Start Date (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Dateas defined below). The RSU shall vest as follows: subject performance criteria applicable to Executive’s continuous service through such dates, onePB-third of the shares of Company common stock underlying the RSU shall vest RSUs are based on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committeetotal shareholder return (“TSR”) relative to the TSR of a stock index, currently the ▇▇▇▇▇▇▇ 3000 Index, as set forth in consultation with greater detail in the independent members Company’s form of Restricted Stock Unit Agreement applicable to PB-RSUs. The vesting commencement date shall be the 15th day of the Board second month of Directorsthe quarter of the Start Date. Subsequent equity compensation awards, Executive if any, will be eligible to receive additional Stock Awards on terms to be as determined by the Compensation Committee at the time of any such grantor Board. The determination whether Company intends that the Equity Awards and all equity compensation awards issued to grant any additional Stock Award you will be structured to Executive is be exempt from or in the sole discretion of the Compensation Committee, in consultation compliance with the independent members requirements of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect Code Section 409A to the common stock extent applicable. Additionally, if in connection with a change in control of the Company, includingyour Equity Awards or other equity compensation awards are not assumed by or replaced by the Company’s acquirer, then the unvested portions of such awards shall fully accelerate and become vested (and exercisable) as of immediately before such change in control, provided that, for clarity, and without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsthe conversion of performance-based equity awards into time-based equity awards shall be deemed a “replacement” for purposes of this sentence (provided that such replacement awards reflect that any performance goals were achieved at 100% of achievement). .
Appears in 1 contract
Sources: Employment Agreement (Model N, Inc.)
Equity. The Company Employee has previously been granted the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance certain restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant units which will continue to be subject to the vesting schedule and other terms and conditions of the Parent’s 2016 Equity Incentive Plan and the applicable stock option grant agreement related Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, all of which the Employee has received under separate cover. The Employee will be required to sign a Restricted Stock Unit Agreement as a condition of receiving restricted stock unit agreementunits. Subject If the Employee’s Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan), or within three (3) months prior to Executiveor within twelve (12) months following the closing of a Change in Control, and provided that the Employee remains in compliance with the terms of this Agreement, then the Employee will be entitled to the Severance Benefits provided for above in Section 3.5, and the following additional benefits: (a) an amount equal to six (6) months of the Employee’s continued employment through the applicable vesting dates, the Option shall vest over three years with onethen-third vesting current “cash-eligible” annual target bonus as per Clause 6.2 to be paid in equal instalments on the one year anniversary Company’s normal payroll schedule over the six (6) month period immediately following the date of the Commencement Date and Involuntary Termination , which, for the remaining two-thirds vesting avoidance of doubt, shall be in eight equal quarterly installments after the conclusion addition to payment of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying any earned but unpaid annual bonus for the PSU shall vest upon fiscal year preceding the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million fiscal year in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; providedwhich such Involuntary Termination occurs based on actual performance, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at and (ii) an annual bonus for the time fiscal year in which the Involuntary Termination occurs, prorated to the date of Involuntary Termination and determined based on the greater of target performance or actual performance as of the date of Involuntary Termination, as determined by the Compensation Committee; (b) 100% of all of the Employee’s then-outstanding time-based unvested Parent equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of the Employee’s date of Involuntary Termination; and (c) 100% of all of the Employee’s then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of the Employee’s target performance rate or actual performance as of the Employee’s date of Involuntary Termination (collectively, the “ Change in Control Severance Benefits ”), including any such grant. The determination whether performance-based unvested awards granted pursuant to grant any additional Stock Award to Executive is the Company’s Senior Leadership Equity Bonus Program (or similar annual bonus program that may be adopted in the sole discretion future) (an “Equity Bonus Program”). For the avoidance of doubt, if the Employee has elected to receive his annual bonus in equity in lieu of cash pursuant to an Equity Bonus Program, and has received an equity grant as a result of this election, his annual bonus for the performance period for which he made the election will no longer be considered “cash-eligible” for purposes of subsection 7(a); provided however, that for any period for which the Employee has elected to receive his annual bonus in equity in lieu of cash pursuant to an Equity Bonus Program, and for which the Company has not yet granted an equity award to the Employee as of the date of Involuntary Termination, then such election shall be void, and the Employee’s annual bonus for such period shall be “cash-eligible” in accordance with subsection 7(a). Employee will be eligible for consideration for future grants of equity awards in connection with the annual executive compensation determination process of the Compensation Committee, in consultation with the independent members Committee of the Parent’s Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Sources: Employment Agreement (MongoDB, Inc.)
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire shares of Company common stock determined by the following formula: 15,480 less the product of 8,500 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Initial RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 128,600 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Refresh RSU Award shall vest immediately prior to the consummation of the Change in Control. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(c) On the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, subject to the approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, Employee shall receive a grant of 5,000 shares of Company common stock, in recognition of his contributions to the applicable vesting dates, Company (the Option shall vest over three years with one-third vesting on “Stock Closing Bonus”). The Stock Closing Bonus will be granted subject to the one year anniversary of the Commencement Date Plan and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion terms and conditions of each quarter thereafter, subject an applicable stock award agreement.
(d) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(e) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. Subject to approval by the Board or Compensation Committee, the Executive shall also be eligible to participate in the Company’s equity incentive plan. In addition, subject to approval by the Board or Compensation Committee and effective upon the Commencement Date:
(i) The Company granted will grant the Executive a nonstatutory stock option to purchase 120,000 shares an award of Company common stock (the “Option”), a performance 20,000 restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock units (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option RSU Award shall vest over three years four years, with onetwenty-third vesting on the one year anniversary five percent of the Commencement Date and the remaining two-thirds RSU Award vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest shares vesting in equal quarterly installments over following the following eight quartersone-year anniversary of the Commencement Date, after subject to the conclusion Executive’s continued service relationship with the Company, and shall be governed by the terms and conditions set forth in the Equity Documents (as defined below), including without limitation the applicable award agreement; and
(ii) The Company will grant the Executive an option to purchase 50,000 shares of each quarter, thereafter. Subject to approval by the Company’s Compensation Committeecommon stock (“Option Award”). The Option Award shall have an exercise price equal to the closing price of the Company’s common stock on the NYSE American on the Commencement Date and shall vest over four years, with twenty-five percent of the Option Award vesting on the one-year anniversary of the Commencement Date and the remaining shares vesting in consultation thirty-six equal monthly installments following the one-year anniversary of the Commencement Date, subject to the Executive’s continued service relationship with the independent members Company. The Option Award, together with any other equity awards held by the Executive (including without limitation the RSU Award), shall be governed by the terms and conditions of the Board Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined such equity awards held by the Compensation Committee at Executive (collectively, the time of any such grant. The determination whether “Equity Documents”); provided, however, and notwithstanding anything to grant any additional Stock Award to Executive is the contrary in the sole discretion of the Compensation CommitteeEquity Documents, in consultation with the independent members of the Board of Directors. For all purposes Section 4(b)(ii) or Section 5(a)(ii) of this Agreement, “Stock Awards” Agreement (as applicable) shall mean any rights granted apply in the event of a termination by the Company to without Cause or by the Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsfor Good Reason (as such terms are defined below).
Appears in 1 contract
Sources: Employment Agreement (Myomo Inc)
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire shares of Company common stock determined by the following formula: 782,649 less the product of 429,739 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: (i) 50% of the total number of Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 161,300 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Refresh RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(c) On the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, subject to the approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, Executive shall receive a grant of 45,000 shares of Company common stock, in recognition of his contributions to the applicable vesting dates, Company (the Option shall vest over three years with one-third vesting on “Stock Closing Bonus”). The Stock Closing Bonus will be granted subject to the one year anniversary of the Commencement Date Plan and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion terms and conditions of each quarter thereafter, subject an applicable stock award agreement.
(d) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(e) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. The Company granted (i) In connection with the commencement of the Executive’s employment and subject to the approval of the Board, the Executive shall be granted a nonstatutory stock option to purchase 120,000 2,710,000 shares of the Company’s common stock at an exercise price per share equal to the closing price of a share of Company common stock on the Effective Date (the “Option”). The Option shall vest on a pro-rated basis commencing from the Effective Date, a performance restricted stock unit award covering 30,000 shares with 1/48 of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option vesting on a monthly basis over four years, subject to the Executive’s continued service relationship on each such vesting date. The Option shall be subject to the terms of and contingent upon the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2015 Equity 2021 Stock Option and Incentive Plan Plan, as amended or restated from time to time (the “Plan”), on terms no less favorable than applicable to options to purchase Company common stock granted on or prior to the Effective Date to other executives of the Company.
(ii) Subject to the approval of the Board, within 90 days of the Effective Date, the Executive shall be granted performance restricted stock units (“PSUs”) representing a number of shares of Company common stock determined by the Board after consultation with the Executive, which will vest based on performance metrics, to be determined by the Board prior to the grant date following consultation with the Executive, over a three-year period. The Grant Executive must be employed by the Company on the date that the PSUs are awarded in order to receive the PSUs. The PSUs will be subject to the terms of and conditions contingent upon the Executive’s execution of a PSU award agreement issued pursuant to the Plan, and will vest in accordance with the terms of the Plan applicable award agreement and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and Plan.
(iii) 10,000 shares Each year of the Executive’s employment with the Company common stock underlying beginning January 1, 2023, the PSU shall vest Board will consider granting the Executive an annual equity award, which will be subject to the terms of and contingent upon the Compensation CommitteeExecutive’s written confirmation execution of award agreements issued pursuant to the Plan, and will vest in accordance with the terms of the applicable award agreements and the Plan.
(iv) Collectively, the Executive’s stock option award agreement, PSU award agreement(s), award agreements for annual equity awards (if any) and the Plan are referred to as the “Equity Documents”.
(v) Notwithstanding anything to the contrary in the Equity Documents, in the event that the Company has successful filed Date of Termination is a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any result of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted a termination by the Company without Cause under Section 3(d) or a termination by the Executive for Good Reason under Section 3(e), in each case during the Change in Control Period (as defined below), then any unvested stock options and annual equity awards subject to Executive with respect to time-based vesting only shall immediately accelerate and become fully vested and exercisable on the common stock Date of Termination and the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsPSUs shall vest pro rata based on the period of Executive’s employment during the applicable performance period.
Appears in 1 contract
Equity. The (a) Subject to approval by the Board of Directors or Compensation Committee, the Company granted will grant Executive the Executive following equity awards (collectively, the “Initial Equity Awards”): (i) a nonstatutory stock option to purchase 120,000 65,000 shares of Company common stock stock, (the “Option”), ii) a performance performance-based restricted stock unit award covering 30,000 10,000 shares of Company common stock (the “PSU”)stock, and (iii) a time-based restricted stock unit award covering 15,000 10,000 shares of Company common stock. The stock (option is a non-qualified stock option, has a 10-year term and will vest over four years, with one-fourth vesting on the “RSU and together with one-year anniversary of the Option grant date and the PSU,(the “Stock Awards” and remaining three-fourths vesting over the “Grant”) following three years in each case as an Inducement Award and outside of 36 equal monthly installments. The performance-based restricted stock unit award will vest upon the Company’s 2015 Equity Incentive Plan (achievement of regulatory and clinical development milestones specified in the “Plan”). The Grant will be subject to the terms and conditions applicable equity award agreement; provided, however, that no portion of the Plan and the applicable stock option grant agreement and performance-based restricted stock unit agreementaward will vest prior to the one-year anniversary of the grant date, and provided further that the grant will expire on May 10, 2022 to the extent the specified clinical and regulatory milestones are not achieved by such date. Subject The time-based restricted stock unit award will vest over four years, with one-fourth vesting on each anniversary of the grant date. The vesting of each Initial Equity Award is subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, is subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject Each of the Initial Equity Awards is intended to be a material inducement to Executive’s continuous service through such dates, (i) 10,000 shares acceptance of Company common stock underlying the PSU shall vest upon the Compensation CommitteeCompany’s written confirmation that the Company has first achieved net reported revenue offer of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application employment with the U.S. Food & Drug Administration; providedCompany, however, that if any and will be granted outside the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) but pursuant to the terms of the preceding events occurs before 2018 Plan as if such awards were granted under the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. 2018 Plan.
(b) Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, the Initial Equity Awards and other stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The Company (a) Notwithstanding anything to the contrary in the applicable restricted stock unit agreement or stock option agreement, (i) the 40,000 unvested restricted stock units granted to you on May 10, 2020 in connection with becoming Interim CEO and (ii) the Executive unvested portion of the option that was granted to DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20
(b) In addition, on the Effective Date, you will be granted a nonstatutory non-qualified stock option to purchase 120,000 840,000 shares of Company the Company’s common stock (the “Option”)Option”),which Option will vest annually in one-third (1/3) increments over three (3) years, a performance restricted stock unit award covering 30,000 shares beginning on the first anniversary of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (Effective Date. The Option shall be governed by the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside terms of the Company’s 2015 2019 Equity Incentive Plan and any amendments thereto (the “Plan”) and a separate award agreement to be entered into under the Plan as soon as practicable after the Option is granted; provided, that the exercise price per share of the Option will be the volume-weighted average price of the Company’s publicly-traded common stock for the 30-day period immediately preceding the date of grant. In addition to the Option, on the Effective Date, you will be granted 160,000 restricted stock units under the Plan (the “RSUs”), the vesting of which will be in one-third (1/3) increments over three (3) years, beginning on the first anniversary of the Effective Date, subject to continued employment or service to the Company through the applicable vesting date. The Grant terms for the grant of the RSUs shall be governed by the Plan and a separate award agreement to be entered into between you and the Company.
(c) You shall be eligible to earn and receive future annual stock grants upon the same considerations and conditions as the Company’s other C-suite level executives; provided that the Board will be first consider such grants in the first quarter of calendar year 2022, subject to your continued employment at such time.
(d) For the avoidance of doubt, other than the accelerated vesting set forth in subsection (a) above, nothing herein affects your existing equity awards with the Company, which shall remain in full force and effect, subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datesequity awards (collectively, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsEquity Documents”).
Appears in 1 contract
Sources: Employment Agreement (Biodelivery Sciences International Inc)
Equity. The (a) Subject to approval by the Board of Directors or Compensation Committee, the Company granted will grant Executive the Executive following equity awards (collectively, the “Initial Equity Awards”): (i) a nonstatutory stock option to purchase 120,000 400,000 shares of Company common stock (the “Option”), (ii) a performance performance-based restricted stock unit award covering 30,000 50,000 shares of Company common stock, and (iii) a time-based restricted stock unit award covering 50,000 shares of Company common stock (the “PSUTime-Based RSU”). The stock option is a non-qualified stock option, has a 10-year term and a will vest over four years, with one-fourth vesting on the one-year anniversary of the grant date and the remaining three-fourths vesting over the following three years in 36 equal monthly installments. The performance-based restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of will vest upon the Company’s 2015 Equity Incentive Plan (achievement of performance based milestones specified in the “Plan”). The Grant will be subject to the terms and conditions applicable equity award agreement; provided, however, that no portion of the Plan and the applicable stock option grant agreement and performance-based restricted stock unit agreementaward will vest prior to the one-year anniversary of the grant date, and provided further that the performance-based restricted stock unit award will expire on May 9, 2023 to the extent the specified performance based milestones are not achieved by such date. Subject The time-based restricted stock unit award will vest over four years, with one-fourth vesting on each anniversary of the grant date. The vesting of each Initial Equity Award is subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, is subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject Each of the Initial Equity Awards is intended to be a material inducement to Executive’s continuous service through such dates, (i) 10,000 shares acceptance of Company common stock underlying the PSU shall vest upon the Compensation CommitteeCompany’s written confirmation that the Company has first achieved net reported revenue offer of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application employment with the U.S. Food & Drug Administration; providedCompany, however, that if any and will be granted outside the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) but pursuant to the terms of the preceding events occurs before 2018 Plan as if such awards were granted under the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. 2018 Plan.
(b) Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, the Initial Equity Awards and other stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The Company granted the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Board or a committee thereof, the Executive will receive a restricted stock unit (“RSU”) award with an initial equity value of $16,000,000.00 (“Initial Equity Value”) under the Company’s Compensation Committee2023 Stock Option and Incentive Plan (as may be amended, in consultation the “Plan”, and together with the independent members applicable award agreement(s), collectively the “Equity Documents”), which will be subject to vesting pursuant to the terms of the Board Equity Documents. The number of Directors, RSUs the Executive receives will be eligible to receive additional Stock Awards on terms to be determined by dividing the Compensation Committee at Initial Equity Value by the time average closing market price on the New York Stock Exchange of any such one share of the Company’s Series A common stock during the 30-day period ending on the effective date of grant, rounded down to the nearest whole share. The determination whether to grant any additional Stock Award to Executive is As set forth in the sole discretion Equity Documents, the RSU award shall vest in installments as follows: (i) 25% of the Compensation CommitteeRSUs subject to the award will vest on the first anniversary of the vesting commencement date (which shall be the Company’s next scheduled vesting date following the Effective Date, i.e. the next to occur of February 15, May 15, August 15 and November 15), (ii) thereafter, the remaining RSUs subject to the award will vest in 12 equal quarterly installments; provided that the Executive’s Service Relationship (as defined in the Plan) has not terminated as of each such vesting date. If vested, the Company will deliver one share of Series A common stock for each vested RSU. Notwithstanding the foregoing and anything to the contrary in any applicable option agreement or other stock-based award agreement, in consultation with the independent members of event that the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted Executive’s employment is terminated by the Company to without Cause or by the Executive with respect to for Good Reason, in each case within the common stock Change in Control Period (as defined below), all of the Companythen-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that are subject solely to time-based vesting shall become fully vested and exercisable or nonforfeitable, includingas applicable, without limitationimmediately as of the Date of Termination (as defined below) or, stock optionsif later, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsas of the Change in Control.
Appears in 1 contract
Sources: Employment Agreement (Klaviyo, Inc.)
Equity. The As a material inducement to accept the Company’s offer of employment, the Company granted will recommend to the Board (or a committee thereof) that the Executive a nonstatutory stock be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (i) an option to purchase 120,000 500,000 shares of Company common stock of the Company (the “New Hire Stock Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and ii) a restricted stock unit award covering 15,000 for 100,000 shares of Company common stock of the Company with time-based vesting (the “RSU New Hire RSUs”), and (iii) a restricted stock unit award for 100,000 shares of common stock of the Company with performance-based vesting (the “New Hire PSUs” and together with the New Hire Stock Option and the PSU,(the New Hire RSUs, the “New Hire Equity Awards”). The New Hire Equity Awards will have the following terms:
(i) As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Awards” Option will be granted to the Executive under the Company’s 2019 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the “Grant”terms of Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the Effective Date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over three years with the first installment (representing approximately 33-1/3% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next two years thereafter in each case as approximately equal monthly installments. The New Hire Stock Options will have an Inducement Award exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date.
(ii) Subject to the Executive’s continued employment and outside the terms of the Company’s 2015 Equity 2018 Stock Incentive Plan Plan, as amended (the “2018 Plan”). The Grant ) and the applicable restricted stock unit award agreement entered into by the Executive and the Company pursuant to the 2018 Plan, the New Hire RSUs will be subject granted as of the Effective Date and shall vest in three equal installments (representing 33-1/3% of the shares issuable under the New Hire RSUs) over three years with each installment vesting on the anniversary of the grant date. ACTIVE/83984557.3
(iii) Subject to the Executive’s continued employment and the terms and conditions of the Company’s 2018 Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject award agreement entered into by the Executive and the Company pursuant to Executive’s continued employment through the 2018 Plan, the New Hire PSUs shall be granted within forty-five (45) days following the Effective Date and the New Hire PSUs shall vest upon achievement of the performance milestones to be determined by the Board in consultation with Executive as provided in the applicable vesting dates, restricted stock unit award agreement; provided that the Option shall vest over three years with one-performance milestones are achieved by the third vesting on the one year anniversary of the Commencement Date and date of the remaining twogrant.
(iv) The New Hire Equity Awards with time-thirds based vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, shall be subject to accelerated vesting in certain circumstances pursuant connection with a termination of employment to Article 6 belowthe extent and as provided in Section 9(b) and Section 9(c) of this Agreement. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition New Hire Equity Awards and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the onesubsequently granted equity or stock-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by based awards under the Company’s Compensation Committeeequity incentive plans, in consultation with the independent members of the Board of Directorsincluding stock options and restricted stock unit awards, Executive will be eligible collectively referred to receive additional Stock in this Agreement as the “Equity Awards.” Equity Awards on terms with performance vesting shall not be subject to accelerated vesting under Section 9(c) of this Agreement but, to the extent provided in such Equity Awards, shall be determined by subject to accelerated vesting in connection with a termination of employment to the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes extent and as provided under Section 9(b) of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The Company granted It will be recommended to the Board that it grant Executive a nonstatutory stock option to purchase 120,000 3,361,045 shares of Company the Company’s common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with . The exercise price per share for the Option and will be the PSU,(the “Stock Awards” and the “Grant”) in each case as fair market value of an Inducement Award and outside underlying share of the Company’s 2015 common stock on the date of grant, as determined by the Board in a manner intended to comply with Section 409A of the Code (as defined below). The vesting schedule of the Option will be as follows: (i) twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of the Effective Date; and (ii) one forty-eighth (1/48th) of the shares subject to the Option shall vest each month thereafter on the same day of the month as the Effective Date (and if there is no corresponding day, on the last day of the month), subject to Executive continuing to be a service provider to the Company on each such date. Notwithstanding the foregoing, if there is a Change in Control, (A) fifty percent (50%) of the unvested shares subject to the Option shall vest upon the closing of such Change in Control and (B) the remaining fifty percent of the unvested shares subject to the Option shall vest upon the earlier of (I) the termination of Executive’s employment without Cause or Executive’s resignation for Good Reason during the 12-month period immediately following the Change in Control or (II) twelve (12) months following the Change in Control (collectively, such acceleration terms, the “Option Acceleration”). For the avoidance of doubt, the Conditions Precedent described in Section 8(b) shall apply to the Option Acceleration in the event of clause (I) in the preceding sentence. The Option shall be subject to the terms, definitions and conditions, including vesting requirements, of the Company’s 2014 Equity Incentive Plan (the “Equity Plan”). The Grant will be subject to the terms ) and conditions of the Plan a stock option agreement between Executive and the applicable Company (the “Option Agreement”), both of which are incorporated herein by reference. No right to any stock option grant agreement and restricted stock unit agreement. Subject is earned or accrued until such time that vesting occurs, nor does the ▇▇▇▇▇ ▇▇▇▇▇▇ any right to Executive’s continued employment through the applicable continue vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsor employment.
Appears in 1 contract
Sources: Executive Employment Agreement (Osprey Technology Acquisition Corp.)
Equity. The Company granted Board of Directors or Compensation Committee of Parent, as soon as practicable following the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”)Start Date, a performance will grant you 3,875,000 restricted stock unit award covering 30,000 shares of Company common stock units (the “PSU”)RSUs” and such grant, and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). Each RSU will represent the right to receive one share of the common stock of Parent. The RSU Grant will vest on the following schedule, subject to your continuous service on each such date, except as set forth herein: 1,291,667 RSUs will vest on the 15th day of the calendar month in which the first anniversary of the Start Date falls, and the remaining 2,583,333 RSUs will vest in equal installments on a quarterly basis over the two years thereafter. The RSU Grant will be subject to the terms provisions of Parent’s current equity incentive plan or inducement award plan, as applicable (the “Plan”) and conditions our standard form of the Plan RSU award agreement, which will govern and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datescontrol in all respects, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 belowexcept as otherwise set forth herein. The PSU shall vest as followsapplicable RSU award agreement will also include the following terms: subject Notwithstanding the terms of any document to Executive’s continuous service through such datesthe contrary, in the event that (i) 10,000 shares of Company common stock underlying a “Corporate Transaction” (as defined in the PSU shall vest upon the Compensation Committee’s written confirmation that Plan) occurs or any other event pursuant to which the Company has first achieved net reported revenue retained the right to terminate RSUs and/or other stock awards (without consideration sufficient to cover the value of $200 million in a given year such RSUs and/or other stock awards) occurs, and (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon surviving corporation or the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and acquiring corporation fails to either (iiiA) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if continue or assume any or all of the preceding events occurs before RSU Grant and/or other stock awards or (B) substitute similar stock awards for the one-year anniversary RSU Grant and/or other stock awards (it being understood that similar stock awards include, but are not limited to, awards to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant to the Corporate Transaction or other such event), then one hundred percent (100%) of the Commencement Date, then the unvested portion of the PSU that relates to such event will RSU Grant and your other Company issued stock awards shall immediately vest upon such one-year anniversary as of the Commencement Datedate immediately preceding the Corporate Transaction or other such event. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive You will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee refresh grant(s) at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of DirectorsDirectors or Compensation Committee of Parent. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by The RSUs will be eligible for accelerated vesting as provided in the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsSeverance Plan.
Appears in 1 contract
Equity. Executive will be eligible to receive awards of stock options, SARs, restricted stock units (“RSUs”) or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Company Board or its committee will determine in its discretion whether Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time. For Fiscal 2010, as part of the regular Executive equity grant process, Executive will be granted a nonstatutory stock option SAR to purchase 120,000 50,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Common Stock at an exercise price per share of the fair market value (“FMV”) of Actel stock on the date of grant, as defined in the Company’s 1986 Equity Incentive Plan (the “1986 Plan”). The Grant SAR will vest in accordance with the Company’s standard vesting schedule, which is ratably on a quarterly basis over four years from the grant date, except that 50% of the shares subject to the SAR shall not become exercisable until two years after the grant date. In addition, Executive will be granted 10,000 RSUs. The RSUs will vest in accordance with the Company’s standard vesting schedule, which is ratably on an annual basis over four years from the initial vesting date, except that 50% of the shares subject to the RSU shall not become exercisable until two years after the initial vesting date. The SARs and the RSUs will be fully vested and exercisable four (4) years from the date of grant, subject to Executive continuing to be a Service Provider (as defined in the Plan) through the relevant vesting dates. The SARs will be subject to the terms terms, definitions and conditions provisions of the Company’s 1986 Plan and the applicable stock option grant agreement Stock Appreciation Right Agreement by and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date between Executive and the remaining two-thirds vesting in eight equal quarterly installments after Company (the conclusion “SAR Agreement”), both of each quarter thereafter, which documents are incorporated herein by reference. The RSUs will be subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such datesthe terms, (i) 10,000 shares definitions and provisions of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with 1986 Plan and the independent members of Restricted Stock Unit Agreement (the Board of Directors, “RSU Agreement”) by and between Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of and the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsboth of which documents are incorporated herein by reference.
Appears in 1 contract
Sources: Employment Agreement (Actel Corp)
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire an amount of shares of Company common stock determined by the following formula: 5,031,790 less the product of 2,762,867 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: (i) 50% of the total number of Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 334,700 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Refresh RSU Award shall vest immediately prior to the consummation of the Change in Control. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(c) On the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, subject to the approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, Employee shall receive a grant of 45,000 shares of Company common stock, in recognition of his contributions to the applicable vesting dates, Company (the Option shall vest over three years with one-third vesting on “Stock Closing Bonus”). The Stock Closing Bonus will be granted subject to the one year anniversary of the Commencement Date Plan and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion terms and conditions of each quarter thereafter, subject an applicable stock award agreement.
(d) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(e) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. The Subject to final Board approval, (i) the Company granted the Executive a nonstatutory stock shall grant you an option to purchase 120,000 3,180,288 shares of Company common stock (the “Option”)stock, a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside which equals approximately 2.375% of the Company’s 2015 Equity Incentive Plan shares on a fully diluted basis as of the date of this Agreement (the “PlanInitial Equity Award”). The Grant Initial Equity Award will vest ratably on a monthly basis over 48 months with the first vesting date on the one month anniversary of the Start Date, subject to continued employment on each applicable vesting date, and (ii) the Company will grant an option to purchase 3,180,288 shares of common stock, which equals approximately 2.375% of the Company’s shares on a fully diluted basis as of the date of this Agreement (the “Second Equity Award”). The Second Equity Award will vest ratably on a monthly basis over 48 months with the first vesting date on the one month anniversary of the Full-time Employment Commencement Date, subject to continued employment on each applicable vesting date. The Initial Equity Award and the Second Equity Award shall be subject to the terms of and conditions contingent upon your execution of stock option agreements issued pursuant to the Company’s equity incentive plan (together, the “Equity Documents”). In the event you increase your time commitment as CEO beyond the part-time position initially contemplated by this Agreement but not to the extent that the Full-Time Employment Commencement Date has occurred, the Board will consider in good faith commencing vesting of part of the Plan and Second Equity Award before the applicable stock Full-Time Employment Commencement Date. Further, in the event you become the Company’s full-time CEO, following the Full-time Employment Commencement Date the Company will grant you an option to purchase shares of common stock, which equals approximately .25% of the Company’s shares on a fully diluted basis as of the grant agreement and restricted stock unit agreementdate (the “Third Equity Award”). Subject to Executive’s continued employment through the applicable vesting datesIf granted, the Option shall Third Equity Award will vest ratably on a monthly basis over three years 48 months with one-third the first vesting date on the one year month anniversary of the Full-time Employment Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafterDate, subject to accelerated continued employment on each applicable vesting date. At the Board’s sole discretion, you may be eligible for additional equity awards in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: the form of restricted stock and/or stock options, subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any your continued employment as of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date applicable grant date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval any other terms and conditions established by the Company’s Compensation CommitteeBoard, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive including with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsvesting.
Appears in 1 contract
Equity. The Company (a) Subject to final approval by the Board, receipt of all other required approvals to be secured contemporaneously and your acceptance of this Agreement, you shall be granted the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”)2,316,554 Incentive Stock Options, a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside which equals 1% of the Company’s 2015 Equity Incentive Plan currently outstanding equity on a fully-diluted basis as of the date hereof, (the “PlanEquity Award”). The Grant will Equity Award shall be subject to the terms and conditions set forth in the equity option plan ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA May 14, 2018 and the Company’s standard form agreement for the award of Incentive Stock Options (the “Grant Agreement”). The Incentive Stock Options will be issued with a Strike Price determined in accordance with the terms of the Plan and the applicable stock option grant agreement and restricted stock unit agreementequity incentive plan. Subject The Equity Award shall be subject to Executive’s continued employment through the applicable a four- year vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary schedule in which 25% of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, Incentive Stock Options subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU Equity Award shall vest on the one-year anniversary of the Commencement Start Date and the remaining two-thirds remainder shall vest in equal installments on a monthly basis over the following eight quarters36 months, after subject to continued employment. Notwithstanding the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committeeabove, in consultation the event that the Company terminates your employment without Cause or you resign with Good Reason (both as defined in the independent members Grant Agreement), within 12 months following a Sale of the Company (as defined in the Grant Agreement), you shall immediately vest in all Incentive Stock Options subject to the Equity Award.
(b) The Board may also, in its discretion, award you additional Incentive Stock Options subject to time based and/or performance based vesting. The terms of Directors, Executive will be eligible the equity incentive plan and any associated award agreement (collectively the “Equity Documents”) shall apply to receive additional Stock Awards on terms to be determined by any equity grant. In the Compensation Committee at the time event of any such grant. The determination whether to grant any additional Stock Award to Executive is conflict between the terms set forth in this Agreement and the sole discretion terms of the Compensation CommitteeEquity Documents, in consultation with the independent members terms of the Board of Directors. For all purposes of this Agreement, “Stock Awards” Equity Documents shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitscontrol.
Appears in 1 contract
Equity. The Company granted the Parties acknowledge and agree that Executive a nonstatutory stock option is party to purchase 120,000 shares of Company common stock award agreements (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “GrantAward Agreements”) in each case as an Inducement Award and outside pursuant to the terms of the Company’s 2015 Equity 2006 Performance Incentive Plan (the “2006 Plan”) and the 2014 Performance Incentive Plan (together with the 2006 Plan, the “Plans”) under which she has been granted (i) stock options to purchase shares of common stock of the Company (the “Options”), (ii) time-vesting employee restricted stock units (the “RSUs”), (iii) time-vesting director restricted stock units (“DSUs”), (iv) restricted stock units with a three-year performance period (the “PSUs”) and (v) restricted stock awards (the “RSAs”). The Grant will be subject to All Options, RSUs, DSUs, PSUs (and the terms dividend equivalents credited thereon) and conditions RSAs held by Executive as of the Plan date hereof are set forth on Exhibit A attached hereto. In further consideration of the terms, representations, and the applicable stock option grant agreement releases in this Agreement, and restricted stock unit agreement. Subject subject to Executive’s continued employment through compliance with Section 7 of the Prior Agreement, the Company agrees that:
a. all Options held by Executive as of the Separation Date shall remain exercisable for the remainder of the applicable vesting dates, ten-year term (disregarding any termination of employment that would otherwise reduce the Option applicable ten-year term).
b. all RSUs and DSUs shall vest over three years with one-third vesting on upon the one year anniversary Separation Date and shall be settled in shares of common stock of the Commencement Company equal to the number of RSUs and DSUs subject to such awards as soon as administratively practicable following the Separation Date and (but in all events no later than thirty (30) days following the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafterSeparation Date), subject to accelerated vesting in certain circumstances pursuant to Article Section 6 below. The PSU of this Agreement.
c. the PSUs shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU PSUs granted to Executive in 2014 and 2015 (and dividend equivalents credited thereon) shall vest upon the Compensation Committee’s written confirmation that Separation Date based upon the Company has first achieved net reported revenue achievement of $200 million in a given year target performance goals and (ii) 10,000 shares of Company common stock underlying the PSU PSUs granted to Executive in 2016 (and dividend equivalents credited thereon) shall vest upon remain outstanding pending the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined determination by the Compensation Committee at the time of any such grant. The determination as to whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive has attained the pre-established performance goals (the “Committee Determination”) for the performance period ending December 31, 2018, and shall vest (if at all) based upon the achievement of such goals. Any PSUs that vest in accordance with respect to the clause (i) above shall be settled in shares of common stock of the CompanyCompany as soon as administratively practicable following the Separation Date (but in all events no later than thirty (30) days following the Separation Date). Any PSUs that vest in accordance with clause (ii) above shall be settled in shares of common stock of the Company as soon as administratively practicable following the Committee Determination (and in all events no later than March 15, including2019).
d. all RSAs shall vest and become nonforfeitable upon expiration of the revocation period of the ADEA release as set forth in Section 5 herein. However, without limitationneither the RSAs, stock optionsnor any interest therein or amount or shares payable in respect thereof (other than RSAs withheld to satisfy tax withholding obligations or transaction costs or dividends paid in respect of the RSAs) may be sold, stock appreciation rightsassigned, restricted stocktransferred, stock bonuses and restricted stock unitspledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, until December 31, 2018.
Appears in 1 contract
Sources: Separation and General Release Agreement (Hcp, Inc.)
Equity. The Company granted (a) Pre-November 2, 2017 Equity Awards.
(i) All stock options and other stock-based awards held by the Executive a nonstatutory stock option that are subject to purchase 120,000 shares of Company common stock time-based or performance-based vesting and were granted on or before November 2, 2017 (the “Option”)Pre-November 2, a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock 2017 Equity Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will shall continue to be subject to governed by the terms and conditions of the Plan Company’s applicable equity incentive plan(s), the applicable award agreement(s) governing the terms of such equity awards (together with the applicable equity incentive plan(s), the “Equity Documents”) and the applicable stock option grant agreement and restricted stock unit agreementterms set forth in this Section 3(a). Subject Notwithstanding anything to the contrary in the Equity Documents, upon a Change in Control that occurs during the Executive’s continued employment through employment, all Pre-November 2, 2017 Equity Awards shall immediately accelerate twelve (12) months so that the applicable vesting dates, shares that would have vested in the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date twelve (12) month period following such Change in Control would become immediately vested and the remaining two-thirds vesting unvested shares would continue to vest in eight equal quarterly installments after accordance with their terms but on a schedule that would be twelve (12) months earlier than had the conclusion of each quarter thereafter, subject to accelerated vesting Change in certain circumstances pursuant to Article 6 belowControl not transpired. The PSU Executive shall vest as follows: subject also be entitled to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition any other rights and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive benefits with respect to the common Pre-November 2, 2017 Equity Awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted.
(ii) In the event a Qualifying Termination Event occurs within the Change in Control Period, all Pre-November 2, 2017 Equity Awards shall accelerate and become exercisable or non-forfeitable as of the Companylater of (i) the Date of Termination and (ii) the effective date of the Separation Agreement and Release (as defined below). Any termination or forfeiture of the unvested portion of such equity grants that would otherwise occur on the Date of Termination will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective.
(b) Post-November 2, including2017 Equity Awards.
(i) All stock options and other stock-based awards held by the Executive that are subject to time-based or performance-based vesting and were granted after November 2, 2017 (the “Post-November 2, 2017 Equity Awards”) shall continue to be governed by the Equity Documents, provided, and notwithstanding anything to the contrary in the Equity Documents or in the Prior Agreement, the Executive shall not have any right to accelerated vesting of any equity award upon a Change in Control absent a Qualifying Termination Event, and the Executive hereby waives Section 4(c) of the Prior Agreement and any corresponding provision in any equity plan or award agreement with respect to any Post-November 2, 2017 Equity Award.
(ii) Any outstanding, non-vested time-based Post-November 2, 2017 Equity Awards shall immediately vest upon a Change in Control that occurs during the Executive’s employment unless the successor entity assumes, continues or substitutes such awards (in the latter case, with a Replacement Award), in which case such awards would continue to vest and be paid according to their terms.
(iii) Any outstanding, non-vested performance-based Post-November 2, 2017 Equity Awards shall immediately vest and be paid at target (without limitationproration) upon a Change in Control that occurs during the Executive’s employment unless the successor entity assumes, stock optionscontinues or substitutes such awards (in the latter case, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitswith a Replacement Award).
Appears in 1 contract
Sources: Executive Agreement
Equity. The Company granted (a) Subject to final approval by the Executive Board and receipt of all other required approvals to be secured contemporaneously, through a nonstatutory stock option to purchase 120,000 shares Board of Company common stock (the “Option”)Director action, a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option signing and approval of this Agreement, effective on the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside Start Date, you will be awarded 3,040,819 Incentive Units, which equals 7% of the Company’s 2015 Equity Incentive Plan currently outstanding equity on a fully-diluted basis as of the date hereof, including for such purposes the conversion of all convertible securities (the “PlanEquity Award”). The Grant will Equity Award shall be subject to the terms and conditions set forth in the Amended and Restated Operating Agreement of the Plan Company, dated October 4, 2013, as amended and supplemented from time to time (the “Operating Agreement”), and the applicable stock option grant Company’s standard form agreement and restricted stock unit agreementfor the award of Incentive Units (the “Grant Agreement”). Subject to Executive’s continued employment through The Incentive Units will be issued with a Strike Price1 determined in accordance with the applicable vesting datesOperating Agreement. For informational purposes, on May 1, 2014, the Option Board most recently determined that the then-current Strike Price was $37,149,026. The Equity Award shall vest over three years with onebe subject to a four-third year vesting on the one year anniversary schedule in which 25% of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, Incentive Units subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU Equity Award shall vest on the one-year anniversary of the Commencement Start Date and the remaining two-thirds remainder shall vest in equal installments ratably on a monthly basis over the following eight quarters36 months, after subject to continued employment. Notwithstanding the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committeeabove, in consultation the event that the Company terminates your employment without Cause or you resign with the independent members Good Reason (both as defined below), within 12 months following a Sale of the Company (as defined below), you shall immediately vest in all Incentive Units subject to the Equity Award.
(b) The Board may also, in its discretion, award you additional Incentive Units subject to time based and/or performance based vesting. The terms of Directors, Executive will be eligible the Operating Agreement and any associated award agreement (collectively the “Equity Documents”) shall apply to receive additional Stock Awards on terms to be determined by any equity grant. In the Compensation Committee at the time event of any such grant. The determination whether to grant any additional Stock Award to Executive is conflict between the terms set forth in this Agreement and the sole discretion terms of the Compensation CommitteeEquity Documents, in consultation with the independent members terms of the Board of Directors. For all purposes of this Agreement, “Stock Awards” Equity Documents shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitscontrol.
Appears in 1 contract
Equity. The Company Subject to the approval and ratification by the Compensation Committee of the Board and as a material inducement to the Executive entering into employment with the Company, the Executive will be granted the Executive a nonstatutory stock option following equity awards pursuant to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together in accordance with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Stock Option and Incentive Plan (the “Plan”), consisting of an Option Award and an RSU Award (each as defined below):
1. The Executive will be granted a non-qualified option (the “Option Award”) to purchase One Hundred Thousand (100,000) shares of the Company’s common stock (the “Common Stock”). The Option Award will be granted as of the Commencement Date (the “Option Grant Date”), with the shares underlying the Option Award (the “Option Shares”) to (a) have an exercise price per share equal to the closing price of the Common Stock on The Nasdaq Global Select Market on the Option Grant Date and (b) vest and become exercisable, subject to the Executive’s continued service on each applicable vesting date, as follows: 25% of the Option Shares will vest on the first anniversary of the Option Grant Date, and an additional 2.0833% of the Option Shares will vest on a monthly basis at the end of each one-month period following the first anniversary of the Option Grant Date until the four-year anniversary of the Option Grant Date; and
2. The Executive will also be granted Fifty Thousand (50,000) restricted stock units, each representing the right to receive one share of Common Stock (the “RSU Award”), with the RSU Award to (a) be granted as of the first day of the first calendar quarter immediately following the Commencement Date (the “RSU Grant Date”), and (b) vest and become settleable, subject to the Executive’s continued service on each applicable vesting date, over a three-year period as follows: 33.333% of the shares underlying the RSU Award will vest on the first anniversary of the RSU Grant Date and an additional 33.333% of the shares underlying the RSU Award will vest at the end of each one-year period following the first anniversary of the RSU Grant Date until the three-year anniversary of the RSU Grant Date. Each of the Option Award and the RSU Award will be subject to and governed by the terms and conditions of the Plan and the applicable stock option grant agreement equity award agreements between the Executive and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datesCompany (collectively, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsEquity Documents”).
Appears in 1 contract
Equity. The Company the following with respect to awards granted to you under the Executive a nonstatutory LTIP (or any predecessor plan to the LTIP):
(I) All awards of stock option to purchase 120,000 shares options that have previously vested and become exercisable by the date of Company common stock such termination shall remain exercisable until the greater of eighteen (18) months following the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (termination date or the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together period provided in accordance with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administrationgrant; provided, however, that if any in no event shall the exercise period extend beyond their expiration date.
(II) All awards of stock options that have not vested and become exercisable on the date of such termination, but which would otherwise vest on or before the end of an eighteen (18) month period thereafter, shall accelerate and vest immediately on the Release Effective Date, and will continue to be exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the preceding events occurs before grant; provided, however, that in no event shall the oneexercise period extend beyond their expiration date.
(III) All awards of stock options that have not vested and become exercisable on the date of such termination and that are not scheduled to vest during the eighteen (18) month period following your termination date shall continue to vest in accordance with their established vesting schedule until all such stock options are fully vested and exercisable, and such stock options shall continue to be exercisable until their expiration date.
(IV) With respect to all awards of RSUs and other equity awards that have not vested on the date your ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of October 1, 2011 employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to RSUs and other equity awards which remain subject to performance-year anniversary based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall vest if and to the extent the Committee certifies that a level of the Commencement performance goal(s) relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, then the portion of the PSU and shall be settled within ten (10) business days thereafter; provided, further, that relates with respect to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: RSUs and other equity awards which remain subject to Executive’s continuous service through performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such datesRSU or other equity award, one-third of such RSU or other equity award shall immediately vest (with an assumption that the shares of Company common stock underlying performance goal(s) were achieved at target level, if and to the RSU shall vest extent applicable) on the one-year anniversary of the Commencement Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the remaining two-thirds shall vest in equal installments over extent that you are a “specified employee” (within the following eight quarters, after the conclusion meaning of each quarter, thereafter. Subject Code Section 409A and determined pursuant to approval procedures adopted by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such grant. The determination whether to grant any additional Stock Award to Executive is in portion shall instead be settled on the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsPermissible Payment Date.
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire an amount of shares of Company common stock determined by the following formula: 5,031,790 less the product of 2,762,867 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: (i) 50% of the total number of Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 334,700 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Refresh RSU Award shall vest immediately prior to the consummation of the Change in Control, subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(c) On the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, subject to the approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, Executive shall receive a grant of 45,000 shares of Company common stock, in recognition of his contributions to the applicable vesting dates, Company (the Option shall vest over three years with one-third vesting on “Stock Closing Bonus”). The Stock Closing Bonus will be granted subject to the one year anniversary of the Commencement Date Plan and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion terms and conditions of each quarter thereafter, subject an applicable stock award agreement.
(d) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(e) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. The Company granted As soon as practicable following the Executive Promotion Date, subject to the approval of the Compensation Committee of the Board, you will receive a nonstatutory promotion equity grant in the form of time-vesting restricted stock option to purchase 120,000 units (“RSUs”) covering shares of Company Parent’s common stock with an aggregate grant date value, as calculated by Parent, equal to USD $15 million (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Promotion Equity Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The number of RSUs subject to the Promotion Equity Grant will be determined in accordance with Parent’s practices in place as of the grant date. The Promotion Equity Grant will vest 8% on November 15, 2025 and 11.5% on each of Parent’s next eight (8) regular quarterly vesting dates thereafter, such that the Promotion Equity Grant will be fully vested by November 15, 2027, subject to your Active Employment with the Company Group through each applicable vesting date. The Promotion Equity Grant will be subject to the terms and conditions of the Maplebear Inc. 2023 Equity Incentive Plan (the “Equity Plan”) and the applicable stock option equity award agreement in the form of agreement attached hereto as Schedule A, which you will be required to sign. In addition, you will receive an annual refresh equity grant agreement and restricted stock unit agreement. Subject in 2026 pursuant to Executive’s continued employment through the applicable vesting datesEquity Plan or any successor plan thereto, which shall be granted at the Option shall vest over three years with one-third vesting on the one year anniversary same time as such 2026 annual refresh grants are made to other senior executives of the Commencement Date and the remaining two-thirds vesting Parent, but in eight equal quarterly installments after the conclusion of each quarter thereafterany event, no later than May 1, 2026, subject to accelerated vesting in certain circumstances pursuant to Article 6 belowyou signing an equity award agreement (the “2026 Equity Grant”). The PSU shall vest 2026 Equity Grant will have a targeted aggregate grant date value, as follows: calculated by Parent, equal to USD $15 million and will be in such form(s), and subject to Executive’s continuous service through such datesreasonable vesting terms and conditions, (i) 10,000 shares of Company common stock underlying the PSU as shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Board and/or the Compensation Committee at thereof in its or their sole discretion. Except as expressly provided in the time applicable equity award agreement governing your equity award or in the Maplebear Inc. Severance and Change in Control Plan and your amended participation agreement thereunder, all unvested equity shall cease to vest and shall automatically forfeit after you are no longer Actively Employed. You further acknowledge and agree that you will have no common law right to damages for compensation in lieu of any compensation or benefits you would have earned under the plan after Active Employment, and you hereby agree not to pursue any claim for any such grantdamages. The determination whether "Actively Employed" refers to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation period you are employed with the independent members Company Group up to and including the date on which your employment terminates in fact and specifically includes any period of working notice of termination, any period of notice of resignation (whether or not waived by the Board Corporation) and the statutory notice of Directorstermination period required by the Ontario Employment Standards Act, 2000, as amended (the “ESA”), but, regardless of whether the termination is deemed lawful or unlawful, excludes any longer common law, civil law or contractual period of non-working notice of termination or period to which you are entitled to damages or pay in lieu of common law/civil law notice. For all purposes of this Agreement, “Stock AwardsActive Employment” shall mean any rights granted by have the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitssame meaning.
Appears in 1 contract
Equity. The Company granted the Executive a nonstatutory Executive’s restricted stock option to purchase 120,000 shares of Company common stock units (the “OptionRSUs”), a performance restricted stock unit award covering 30,000 shares of Company common stock units (the “PSUPSUs”), and a restricted stock unit award covering 15,000 options to purchase shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will common stock shall be subject to the terms and conditions of the Plan applicable equity plan and award agreements issued thereunder. For purposes of clarity, as of the Retirement Date, the Executive shall forfeit 100% of her outstanding RSUs and unvested stock options. As of the Retirement Date, any of the Executive’s vested stock Doc#: US1:12674436v6 options will remain outstanding and exercisable for the six (6) month period after the Retirement Date, and shall, to the extent that they are not exercised, be forfeited as of the end of such period. With respect to the Executive’s outstanding PSU awards granted in 2017, 2018, and 2019, the Executive shall be eligible for “Retirement” treatment under the terms of the applicable stock option grant agreement award agreement, including with respect vesting and restricted stock unit agreementsettlement of such PSUs. Subject to Executive’s continued employment through For the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary avoidance of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such datesdoubt, (i) 10,000 shares the Executive shall be eligible to vest in all of Company common stock underlying her earned PSUs for all completed performance intervals as of the PSU shall vest upon Retirement Date (including the Compensation Committee’s written confirmation that 2,704 PSUs earned in respect of the Company has first achieved net reported revenue 2017 tranche and the 5,404 PSUs earned in respect of $200 million in a given year the 2018 tranche pursuant to the applicable award agreements), (ii) 10,000 shares with respect to the 2019 tranche, the Executive shall be eligible to earn the number of Company common stock underlying the PSU shall vest PSUs with respect to such tranche that is determined based upon the Compensation Committee’s written confirmation extent to which the performance goals established under each applicable award agreement with respect to the 2019 performance interval have been achieved as of the last day of the 2019 performance interval, except that the Company has completed a significant acquisition number of PSUs earned will be prorated based on (x) the number of days that have elapsed during the 2019 performance interval up to and including the Retirement Date, divided by (y) 365, and (iii) 10,000 shares of Company common stock underlying the PSU Executive shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For forfeit all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive PSUs with respect to each tranche that applies to a 2020 or later performance interval. PSUs shall be settled in accordance with the common stock terms of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsapplicable PSU award agreements.
Appears in 1 contract
Sources: Retirement Agreement (Red Robin Gourmet Burgers Inc)
Equity. The Company granted If Executive is subject to a Qualifying Termination [outside of the CEO Transition Period]4, no Equity Awards shall accelerate, except as may be provided in an individual award agreement between Executive and the Company. [However, if Executive is subject to a nonstatutory stock option Qualifying Termination within the CEO Transition Period, then each of Executive’s then outstanding unvested Equity Awards shall accelerate and become vested (and, if applicable, exercisable) with respect to purchase 120,000 that number of shares of Company common stock that would have vested (and, if applicable, become exercisable) had Executive remained in Continuous Service during the twelve (12) month period immediately following (but not including) the effective date of such Qualifying Termination (the “OptionAccelerated Vesting”), a performance restricted stock unit award covering 30,000 . “Equity Awards” means all options to purchase shares of Company common stock, restricted stock units, and all other stock-based awards granted to Executive, including but not limited to stock bonus awards, restricted stock and stock appreciation rights. Subject to Section 4, the Accelerated Vesting described above shall be effective as of the date of the Qualifying Termination. Notwithstanding the foregoing, to the extent an Equity Award vests based upon the satisfaction of any performance criteria, only the time-based aspect (if any) of the “PSU”vesting schedule of such Equity Award shall accelerate pursuant to the terms of this Section 2(b), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside any remaining performance-based aspect of the Company’s 2015 vesting schedule of such Equity Incentive Plan (the “Plan”). The Grant will be Award shall remain subject to the terms of such Equity Award and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, not be subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.Section 2(b).]5
Appears in 1 contract
Sources: Executive Severance Agreement (Procore Technologies, Inc.)
Equity. The Company granted equity awards held by the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will shall be subject to governed by the terms and conditions of the Plan Company’s applicable equity incentive plan(s) and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through award agreement(s) governing the applicable vesting datesterms of such equity awards held by the Executive (collectively, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration“Equity Documents”); provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement DateExecutive signs, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date does not revoke and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation complies with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted then notwithstanding anything to the contrary in the Equity Documents:
(a) all time-based stock options held by the Executive and scheduled to vest in the 12 month period following the Date of Termination shall immediately accelerate and become fully exercisable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that no additional vesting of equity awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; provided further, and for the avoidance of doubt, no equity awards subject to performance-based vesting shall be affected by this Section 4(a); and
(b) the Company to Executive shall extend the exercise period with respect to the common Executive’s vested stock options as of the CompanyAccelerated Vesting Date until the earlier of (i) the original expiration date for such vested stock options as provided in the applicable Equity Documents, or (ii) 12 months after the Date of Termination (the “Extended Exercise Period”). Although the Executive shall cease vesting in his equity awards on the Date of Termination, except as otherwise set forth in this Section 4, and the exercise period with respect to any vested stock options shall commence on the Date of Termination, the termination or forfeiture of the unvested portion of the Executive’s equity awards (including, without limitationfor avoidance of doubt, stock optionsequity awards subject to performance-based vesting) that would otherwise occur on the Date of Termination will be delayed to the extent necessary to effectuate the terms of this Agreement and Section 6(a)(ii) of the Employment Agreement in the event that a Change in Control of the Parent occurs within three (3) months following the Date of Termination. If a Change in Control of the Parent does not occur within (3) months following the Date of Termination, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsthen the unvested portion of the Executive’s equity awards that would otherwise have terminated or been forfeited on the Date of Termination shall terminate or be forfeited on the three (3) month anniversary of the Date of Termination.
Appears in 1 contract
Equity. The (a) Prior to the Effective Date, the Company granted Executive the Executive following equity awards (collectively, the “Initial Equity Awards”): (i) a nonstatutory stock option to purchase 120,000 60,000 shares of Company common stock stock, (the “Option”), ii) a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a performance-based restricted stock unit award covering 15,000 shares of Company common stock, and (iii) a time-based restricted stock (unit award covering 10,000 shares of Company common stock. The stock option is a non-qualified stock option, has a 10-year term and will vest over four years, with one-fourth vesting on the “RSU and together with one-year anniversary of the Option grant date and the PSU,(the “Stock Awards” and remaining three-fourths vesting over the “Grant”) following three years in each case as an Inducement Award and outside of twelve equal quarterly installments. The performance-based restricted stock unit award will vest upon the Company’s 2015 Equity Incentive Plan (achievement of revenue, business development and regulatory milestones specified in the “Plan”). The Grant will be subject to the terms and conditions applicable equity award agreement; provided, however, that no portion of the Plan and the applicable stock option grant agreement and performance-based restricted stock unit agreementaward will vest prior to the one-year anniversary of the grant date. Subject The time-based restricted stock unit award will vest over four years, with one-fourth vesting on each anniversary of the grant date. The vesting of each Initial Equity Award is subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, is subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject Each of the Initial Equity Awards was intended to be a material inducement to Executive’s continuous service through such dates, (i) 10,000 shares acceptance of Company common stock underlying the PSU shall vest upon the Compensation CommitteeCompany’s written confirmation that the Company has first achieved net reported revenue offer of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application employment with the U.S. Food & Drug Administration; providedCompany, however, that if any and was granted outside the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) but pursuant to the terms of the preceding events occurs before 2015 Plan as if such awards were granted under the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. 2015 Plan.
(b) Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, the Initial Equity Awards and other stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The Company granted (a) Subject to the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside terms of the CompanyParent’s 2015 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will be granted an option to purchase up to 260,000 shares of the Parent’s common stock (the “Initial Option”). The Grant will Initial Option shall: (i) have an exercise price equal to the closing price of the Parent’s common stock on the New York Stock Exchange on the grant date; (ii) be subject to the terms and conditions a four (4)-year vesting period, with 25% of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Initial Option shall vest over three years with one-third shares vesting on the one year first anniversary of the Commencement Date grant date and the remaining two-thirds quarterly vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting as well as any other terms contained in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition grant agreements; and (iii) 10,000 shares of Company common stock underlying expire and cease to be exercisable on the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year ten (10)-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Dategrant date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by Under the Company’s Compensation Committeecurrent grant date policy, option grants are effective on the 15th (or next business day) of the month next following the later of the date of approval of the option grant or the optionee’s commencement of employment. The Initial Option will be governed by the Plan and other documents issued in consultation connection with the independent members grant.
(b) Subject and subsequent to the approval of the Board Board, the Executive will be granted 10,000 restricted stock units (the “Initial RSUs”) of Directorsthe Parent to be issued under the Plan. The Initial RSUs shall be subject to a 4-year vesting period, with 25% of the Initial RSUs vesting after approximately one year and approximately quarterly vesting thereafter, as well as any other terms contained in the grant agreement.
(c) In addition, the Executive will be eligible to receive additional Stock Awards on terms discretionary annual equity incentive grants that will vest over a four (4)-year vesting period in amounts commensurate with the Executive’s position as Chief Medical Officer (the “Annual Equity Grants”). The Annual Equity Grants will be based upon meeting Company performance metrics to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is mutually agreed upon in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitswriting annually.
Appears in 1 contract
Equity. The Company granted In connection with and as an inducement for the commencement of the Executive’s employment, subject to the approval of the Board or the Compensation Committee of the Board prior to the Start Date, the Executive shall be granted (i) a nonstatutory non-qualified stock option to purchase 120,000 65,000 shares of Company the Company’s common stock (the “OptionStock Option Award”)) at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a performance closing market price is reported) and (ii) 32,500 restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock units (the “RSU and together with Award”). Subject to the approval by the Board or the Compensation Committee of the Board, the date of grant for the Stock Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside RSU Award is anticipated to be the first day of the month after the Start Date. Each restricted stock unit will entitle the Executive to one share of the Company’s 2015 Equity Incentive Plan (common stock if and when the “Plan”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 belowvests. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event Stock Option Award will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject with respect to Executive’s continuous service through such dates, one-third 25% of the shares of Company common stock underlying the RSU shall vest Stock Option Award on the one-year first anniversary of the date of grant (the “Vesting Commencement Date Date”), and the remaining two-thirds 75% of the shares of Company common stock underlying the Stock Option Award shall vest in 36 equal monthly installments over following the following eight quartersVesting Commencement Date, after subject to the conclusion Executive’s continued employment with the Company through each applicable vesting date. The RSU Award shall vest in four equal annual installments beginning on the Vesting Commencement Date, subject to the Executive’s continued employment with the Company through each applicable vesting date or as set forth in Section 4(b)(iii) and Section 5(a)(iii) of this Agreement. The Stock Option Award and the RSU Award will each quarter, thereafter. Subject be subject to approval by all terms and conditions and other provisions set forth in the Company’s Compensation Committee2020 Inducement Plan (as amended and/or restated from time to time) and a separate agreement for the Stock Option Award and for the RSU Award, in consultation with which the independent members of the Board of Directors, Executive will be required to sign as a condition to receiving the Stock Option Award and RSU Award (collectively the “Equity Documents”). The Executive may also be eligible to receive additional future equity awards under the Company’s 2015 Stock Awards on terms Option and Incentive Plan (as amended and/or restated from time to be determined by the Compensation Committee at the time of any time) or such grant. The determination whether to grant any additional Stock Award to Executive is other equity plan as then in effect, in the sole discretion of the Board or the Compensation Committee, in consultation with the independent members Committee of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsBoard.
Appears in 1 contract
Equity. The In connection with the Executive’s promotion to Vice President of Finance of the Company on August 14, 2020, and as a material inducement to the Executive’s continuing employment with the Company, the Executive was granted the Executive a nonstatutory stock option following equity award pursuant to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together in accordance with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Stock Option and Incentive Plan (the “Plan”), consisting of an Option Award and an RSU Award (each as defined below):
1. The Executive was granted a non-qualified option (the “Option Award”) to purchase 12,000 shares of the Company’s common stock (the “Common Stock”). The Option Award was granted as of August 14, 2020 (the “Option Grant Date”). The shares underlying the Option Award (the “Option Shares”) have an exercise price per share equal to the closing price of the Common Stock on The Nasdaq Global Select Market on the Option Grant Date. The Option Shares have vested and become exercisable, or will vest and become exercisable, subject to the Executive’s continued service on each applicable vesting date, as follows: 2.0833% of the Option Shares to vest on the one-month anniversary of the Option Grant Date, and an additional 2.0833% of the Option Shares to vest on a monthly basis at the end of each one-month period following the one-month anniversary of the Option Grant Date until the four-year anniversary of the Option Grant Date. The Executive was also be granted 6,000 restricted stock units (the “RSU Award”). The RSU Award was granted as of October 1, 2020 (the “RSU Grant Date”). The RSU Award has vested and become settleable, or will vest and become settleable, subject to the Executive’s continued service on each applicable vesting date, over a three-year period as follows: 33.333% of the shares underlying the RSU Award to vest on the first anniversary of the RSU Grant Date; an additional 33.333% of the shares underlying the RSU Award to vest on the two-year anniversary of the RSU Grant Date; and the remaining shares underlying the RSU Award to vest on the three-year anniversary of the RSU Grant Date. Each of the Option Award and the RSU Award will be subject to and governed by the terms and conditions of the Plan and the applicable stock option grant agreement equity award agreements between the Executive and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting datesCompany (collectively, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsEquity Documents”).
Appears in 1 contract
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date of the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire 350,000 (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: one fourth (1/4th) of the total number of Initial RSU Awards (rounded down) will satisfy time-based vesting on the one-year anniversary of the vesting commencement date and thereafter one-forty eighth (1/48th) of the total number of Initial RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years.
(b) Subject to the approval of the Board or the Compensation Committee, Executive a nonstatutory will be eligible for an annual refresh restricted stock option unit grant to purchase 120,000 acquire 102,200 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to Executive’s continued employment through the applicable vesting dates, the Option Refresh RSU Award shall vest over three years with one-third vesting on immediately prior to the one year anniversary consummation of the Commencement Date and the remaining two-thirds vesting Change in eight equal quarterly installments after the conclusion of each quarter thereafterControl, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service Continuous Service through such datesdate. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(ic) 10,000 Executive is also eligible to receive restricted stock units to acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(d) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Rigetti Computing, Inc.)
Equity. The Company the following with respect to awards granted to you under the Executive a nonstatutory LTIP (or any predecessor plan to the LTIP):
(I) All stock option to purchase 120,000 shares awards (or portions thereof) that have not vested and become exercisable on the date of Company common stock such termination, but which would otherwise vest on or before the end of an eighteen (18) month period thereafter, shall accelerate and vest immediately on the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”)Release Effective Date, and a restricted stock unit award covering 15,000 shares will continue to be exercisable until the greater of Company common stock eighteen (18) months following your termination date or the “RSU and together period provided in accordance with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administrationgrant; provided, however, that if any in no event shall the exercise period extend beyond their expiration date.
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the preceding events occurs grant; ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ October 18, 2018 provided, however, that in no event shall the exercise period extend beyond their expiration date.
(III) All outstanding restricted share unit (“RSU”) awards and other equity awards (or portions thereof) that would otherwise vest on or before the oneend of an eighteen (18) month period following the termination date (the “Accelerated Share Awards”) shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to Accelerated Share Awards that remain subject to performance-year anniversary based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Internal Revenue Code Section 162(m) (“Code Section 162(m)”), such Accelerated Share Award shall vest if and to the Commencement extent the Committee certifies that the performance goal relating to such Accelerated Share Award has been met, or, if later, the Release Effective Date, then the portion of the PSU and shall be settled within ten (10) business days thereafter; provided, further, that relates with respect to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: Accelerated Share Awards that remain subject to Executive’s continuous service through performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such datesAccelerated Share Award, one-third of such Accelerated Share Award shall immediately vest (with an assumption that the shares of Company common stock underlying performance goal was achieved at target level, if and to the RSU shall vest extent applicable) on the one-year anniversary of the Commencement Release Effective Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, be settled within ten (10) business days thereafter. Subject Notwithstanding the foregoing, to approval the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee CBS) at the time of your termination and any portion of your Accelerated Share Awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such grant. The determination whether to grant any additional Stock Award to Executive is in portion shall instead be settled on the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsPermissible Payment Date.
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. The (a) Subject to approval by the Board of Directors or Compensation Committee, the Company granted will grant Executive the Executive following equity awards (collectively, the “Initial Equity Awards”): (i) a nonstatutory stock option to purchase 120,000 100,000 shares of Company common stock (the “Option”), and (ii) a performance time-based restricted stock unit award covering 30,000 35,000 shares of Company common stock (the “PSUTime-Based RSU”). The stock option is a non-qualified stock option, has a 10-year term and a will vest over four years, with one-fourth vesting on the one-year anniversary of the grant date and the remaining three-fourths vesting over the following three years in 36 equal monthly installments. The time-based restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together will vest over four years, with the Option and the PSU,(the “Stock Awards” and the “Grant”) in one-fourth vesting on each case as an Inducement Award and outside anniversary of the Company’s 2015 Equity Incentive Plan (the “Plan”)grant date. The Grant will be vesting of each Initial Equity Award is subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, is subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject Each of the Initial Equity Awards is intended to be a material inducement to Executive’s continuous service through such dates, (i) 10,000 shares acceptance of Company common stock underlying the PSU shall vest upon the Compensation CommitteeCompany’s written confirmation that the Company has first achieved net reported revenue offer of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application employment with the U.S. Food & Drug Administration; providedCompany, howeverand will be granted outside the Company’s 2018 Equity Incentive Plan, that if any as amended (the “2018 Plan”), but pursuant to the terms of the preceding events occurs before 2018 Plan as if such awards were granted under the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. 2018 Plan.
(b) Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, the Initial Equity Awards and other stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The (a) Prior to the Effective Date, the Company granted Executive the Executive following equity awards (collectively, the “Initial Equity Awards”): (i) a nonstatutory stock option to purchase 120,000 50,000 shares of Company common stock stock, (the “Option”), ii) a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a performance-based restricted stock unit award covering 15,000 shares of Company common stock, and (iii) a time-based restricted stock (unit award covering 10,000 shares of Company common stock. The stock option is a non-qualified stock option, has a 10-year term and will vest over four years, with one-fourth vesting on the “RSU and together with one-year anniversary of the Option grant date and the PSU,(the “Stock Awards” and remaining three-fourths vesting over the “Grant”) following three years in each case as an Inducement Award and outside of twelve equal quarterly installments. The performance-based restricted stock unit award will vest upon the Company’s 2015 Equity Incentive Plan (achievement of revenue, business development and regulatory milestones specified in the “Plan”). The Grant will be subject to the terms and conditions applicable equity award agreement; provided, however, that no portion of the Plan and the applicable stock option grant agreement and performance-based restricted stock unit agreementaward will vest prior to the one-year anniversary of the grant date. Subject The time-based restricted stock unit award will vest over four years, with one-fourth vesting on each anniversary of the grant date. The vesting of each Initial Equity Award is subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, is subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject Each of the Initial Equity Awards was intended to be a material inducement to Executive’s continuous service through such dates, (i) 10,000 shares acceptance of Company common stock underlying the PSU shall vest upon the Compensation CommitteeCompany’s written confirmation that the Company has first achieved net reported revenue offer of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application employment with the U.S. Food & Drug Administration; providedCompany, however, that if any and was granted outside the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) but pursuant to the terms of the preceding events occurs before 2015 Plan as if such awards were granted under the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. 2015 Plan.
(b) Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, the Initial Equity Awards and other stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock units.
Appears in 1 contract
Equity. The (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company granted the will grant Executive a nonstatutory 234,385 restricted stock option units to purchase 120,000 acquire shares of Company common stock (the “OptionInitial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a performance restricted stock unit award covering 30,000 agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: (i) 50% of the total number of Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire 47,700 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject to Executive’s continued employment through The Refresh RSU Award will vest in accordance with the applicable following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting datesinstallment) will vest each month following the vesting commencement date over a period of four years. In the event that Executive is terminated for Cause, as defined below, the Option shall Refresh RSU Award will cease to vest over three years with one-third vesting on the one year anniversary as of the Commencement Date date of termination and the remaining two-thirds vesting Executive will have no further right, title or interest in eight equal quarterly installments after the conclusion of each quarter thereafter, subject Refresh RSU Award.
(c) Executive is also eligible to accelerated vesting in certain circumstances pursuant receive restricted stock units to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(d) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. (a) Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock units to acquire shares of Company common stock determined by the following formula: 364,828 less the product of 200,321 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Initial RSU Award”). To be eligible for the Initial RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Initial RSU Award. The Company granted Initial RSU Award will be subject to the terms and conditions of that certain 2022 Equity Incentive Plan (the “Plan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Initial RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change in Control subject to Executive’s Continuous Service through such date. In the event that Executive is terminated for Cause, as defined below, the Initial RSU Award will cease to vest as of the date of termination and the Executive a nonstatutory will have no further right, title or interest in the Initial RSU Award.
(b) Subject to the approval of the Board or the Compensation Committee, on the effective date the Company’s first filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following the Closing Date, the Company will grant Executive restricted stock option units to purchase 120,000 acquire 107,900 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “Refresh RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (the “PlanAward”). To be eligible for the Refresh RSU Award, Executive must still be employed by the Company when the Board or the Compensation Committee grants the Refresh RSU Award. The Grant Refresh RSU Award will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and a restricted stock unit agreementaward agreement in a form approved by the Company. Subject The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to Executive’s continued employment through the applicable vesting dates, the Option Refresh RSU Award shall vest over three years with one-third vesting on immediately prior to the one year anniversary consummation of the Commencement Date and the remaining two-thirds vesting Change in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: Control subject to Executive’s continuous service Continuous Service through such datesdate. In the event that Executive is terminated for Cause, as defined below, the Refresh RSU Award will cease to vest as of the date of termination and the Executive will have no further right, title or interest in the Refresh RSU Award.
(ic) 10,000 Executive is also eligible to receive restricted stock units to acquire shares of Company common stock underlying (the “PSU shall vest upon Awards”), if certain performance-based milestones established by the Company are satisfied in the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee’s written confirmation that Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form satisfactory to the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members of the Board of Directors, terms therein.
(d) Executive will also be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time awards of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsunits or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board shall determine in its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
Appears in 1 contract
Sources: Executive Employment Agreement (Supernova Partners Acquisition Co II, Ltd.)
Equity. Each of Executive’s then-outstanding Equity Awards (as defined in the following sentence) subject only to time vesting as of the date of Separation shall accelerate and become vested and exercisable as to (i) one hundred percent (100%), if the Termination Date is before April 1, 2020, or (ii) in any other case, fifty percent (50%) (in either case, the “Acceleration Percentage”) of the number of shares subject to such Equity Award that would have vested if Executive had completed an additional twelve (12) months of service as of the Termination Date. The Company granted accelerated vesting described above shall be effective as of the Executive a nonstatutory stock option Separation, subject to the Executive’s satisfaction of the release requirements set forth in Section 4 hereof. “Equity Awards” means all options to purchase 120,000 shares of Company common stock, as well as any and all other stock-based awards granted to the Executive, including but not limited to stock (the “Option”)bonus awards, a performance restricted stock, restricted stock unit award covering 30,000 shares of Company common units, performance-based restricted stock (the “PSU”)units, and a restricted stock unit award covering 15,000 shares appreciation rights. Each of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case Executive’s then-outstanding Equity Awards subject to performance-based vesting criteria as an Inducement Award and outside of the Company’s 2015 Equity Incentive Plan (date of Separation shall accelerate and become vested and exercisable as to the “Plan”). The Grant will be Acceleration Percentage of the number of shares subject to the terms and conditions such Equity Award that would have vested if Executive had completed an additional twelve (12) months of service as of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug AdministrationTermination Date; provided, however, that if any the vesting of such performance-based awards shall be subject to achievement of and certification of achievement of all applicable performance criteria. The accelerated vesting described in the preceding sentence shall be effective as of the preceding events occurs before date of such certification, subject to the one-year anniversary Executive’s satisfaction of the Commencement Daterelease requirements set forth in Section 4 hereof, then the portion of the PSU that relates to and such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive Equity Awards will be eligible settled, to receive additional Stock Awards on terms to be determined by the Compensation Committee extent applicable, at the same time of any such grant. The determination whether to grant any additional Stock Award to Executive is in the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsas for active employees.
Appears in 1 contract
Sources: Retention Agreement (Shutterfly Inc)
Equity. The Company granted (i) In connection with the commencement of the Executive’s employment and subject to the approval of the Compensation Committee, the Executive will be granted (A) an award of 102,200 time-based restricted stock units (“RSUs”), which shall vest over four years with 12.5% vesting on the date that is six months after the date on which the Company files a nonstatutory stock option to purchase 120,000 shares Form 8-K with the Securities and Exchange Commission that discloses the appointment of Company common stock the Executive (the “OptionFirst Vesting Date”), a performance restricted stock unit with the remainder vesting in equal quarterly installments thereafter, subject in each case to the Executive’s continued service relationship on the applicable vesting date; and (B) an award covering 30,000 shares of Company common stock (19,996 RSUs, which shall fully vest on the “PSU”)First Vesting Date, subject to the Executive’s continued service relationship on such date. The RSUs shall otherwise be subject to the terms of and contingent upon the Executive’s execution of a restricted stock unit award covering 15,000 shares of Company common stock agreement substantially identical to those used for Parent’s fiscal year 2024 annual equity awards to other senior executives (the “RSU and together Agreement”).
(ii) In addition, in connection with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside commencement of the CompanyExecutive’s 2015 Equity Incentive Plan employment and subject to the approval of the Compensation Committee, the Executive will be granted an award of 122,196 performance-based restricted stock units (the “PlanPSUs”). These PSUs will include the same financial performance metrics and other terms that apply to PSU grants made to other Company senior executives for fiscal year 2024. The Grant will PSUs shall otherwise be subject to the terms of and conditions contingent upon the Executive’s execution of a performance stock unit award agreement substantially identical to those used for Parent’s fiscal year 2024 annual equity awards to other senior executives (the “PSU Agreement”) and will vest in accordance with the terms of the Plan PSU Agreement. The PSU Agreement, together with the RSU Agreement and any applicable equity incentive plan(s), are collectively referred to herein as the “Equity Documents”.
(iii) Notwithstanding anything to the contrary in the Equity Documents, (A) in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event prior to the one (1) year anniversary of the grant date of the equity awards described in Sections 2(f)(i) and (ii) above (the “Grant Date”) and outside the Change in Control Period (as such terms are defined below): (x) the portion of the RSUs described in Section 2(f)(i) of this Agreement that would have vested on or prior to the one (1) year anniversary of the Grant Date shall immediately accelerate and become nonforfeitable as of the later of the Date of Termination or the effective date of the Separation Agreement and Release (as defined below); and (y) the portion of the PSUs described in Section 2(f)(ii) of this Agreement that would have vested, subject to fiscal year 2024 performance, on or prior to the one (1) year anniversary of the Grant Date (or, if later, the date that the Board or a committee thereof determines Company performance for fiscal year 2024 with respect to the PSUs) shall immediately accelerate and become nonforfeitable as of the latest of the Date of Termination, the effective date of the Separation Agreement and Release and the applicable stock option grant agreement and restricted stock unit agreement. Subject date that the Board or a committee thereof determines Company performance for fiscal year 2024 with respect to the PSUs; (B) to the extent the parties to a Change in Control (as defined below) do not provide for the assumption, continuation or substitution of Unvested Equity Awards (as defined below), upon Executive’s continued employment with the Company through the effective time of the Change in Control, all Unvested Equity Awards as of immediately prior to the effective time of the Change in Control shall immediately accelerate and become fully exercisable or nonforfeitable as of the effective time of the Change in Control; provided that, in the case of any performance-based stock award, full vesting will mean vesting at target level; and provided further that, if the effective time of the Change in Control occurs as of or following the last day of the applicable performance period but prior to vesting datesof any performance-based stock award, full vesting will mean vesting at the Option level determined based on actual performance as of the end of the performance period; (C) for the avoidance of doubt, if the parties to a Change in Control do not provide for the assumption, continuation or substitution of vested Awards (as defined in the Equity Documents) held by the Executive, then such vested Awards shall vest over three years not be terminated, but rather will be settled upon such Change in Control (or the earliest date consistent with one-third vesting Section 409A) based on the one year anniversary consideration payable in respect of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company Parent common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation in connection with that the Company has first achieved net reported revenue of $200 million Change in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition Control; and (iiiD) 10,000 shares Section 6(a)(ii) of Company common stock underlying the PSU this Agreement shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administration; provided, however, that if any of the preceding events occurs before the one-year anniversary of the Commencement Date, then the portion of the PSU that relates to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors, Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time of any such grant. The determination whether to grant any additional Stock Award to Executive is apply in the sole discretion event of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted a termination by the Company to without Cause or by the Executive with respect to for Good Reason in either event within the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsChange in Control Period (as such terms are defined below).
Appears in 1 contract
Equity. The Company the following with respect to awards granted to you under the Executive a nonstatutory LTIP (or any predecessor plan to the LTIP):
(I) All outstanding stock option to purchase 120,000 shares awards (or portions thereof) that have not vested and become exercisable on the date of Company common stock such termination, but which would otherwise vest on or before the end of an eighteen (18) month period thereafter, shall accelerate and vest immediately on the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”)Release Effective Date, and a restricted stock unit award covering 15,000 shares will continue to be exercisable until the greater of Company common stock eighteen (18) months following the “RSU and together termination date or the period provided in accordance with the Option and the PSU,(the “Stock Awards” and the “Grant”) in each case as an Inducement Award and outside terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Grant will be subject to the terms and conditions of the Plan and the applicable stock option grant agreement and restricted stock unit agreement. Subject to Executive’s continued employment through the applicable vesting dates, the Option shall vest over three years with one-third vesting on the one year anniversary of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administrationgrant; provided, however, that if any in no event shall the exercise period extend beyond their expiration date.
(II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the preceding events occurs grant; provided, however, that in no event shall the exercise period extend beyond their expiration date.
(III) All outstanding restricted share unit (“RSU”) awards and other equity awards (or portions thereof) that would otherwise vest on or before the oneend of an eighteen (18) month period following the termination date (the “Accelerated Share Awards”) shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to Accelerated Share Awards that remain subject to performance-year anniversary based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Internal ▇▇▇ ▇▇▇▇▇▇▇▇ as of July 1, 2013 Revenue Code Section 162(m) (“Code Section 162(m)”), such Accelerated Share Award shall vest if and to the extent the Committee certifies that a level of the Commencement performance goal(s) relating to such Accelerated Share Award has been met, or, if later, the Release Effective Date, then the portion of the PSU and shall be settled within ten (10) business days thereafter; provided, further, that relates with respect to such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: Accelerated Share Awards that remain subject to Executive’s continuous service through performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such datesAccelerated Share Award, one-third such Accelerated Share Award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent any Accelerated Share Awards (or portions thereof) granted prior to the Effective Date constitute “deferred compensation” within the meaning of Section 409A, then, subject to the shares requirement that settlement of Company common stock underlying such awards be delayed until the RSU Permissible Payment Date (see below), such awards shall immediately vest on the one-year anniversary Release Effective Date, but settlement of the Commencement Date and the remaining two-thirds such awards shall vest occur in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. Subject to approval by the Company’s Compensation Committee, in consultation accordance with the independent members established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III). Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of the Board of Directors, Executive will be eligible Section 409A and determined pursuant to receive additional Stock Awards on terms to be determined procedures adopted by the Compensation Committee CBS) at the time of your termination and any portion of your Accelerated Share Awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Section 409A, such grant. The determination whether to grant any additional Stock Award to Executive is in portion shall instead be settled on the sole discretion of the Compensation Committee, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses and restricted stock unitsPermissible Payment Date.
Appears in 1 contract
Sources: Employment Agreement (CBS Corp)
Equity. The (a) Subject to approval by the Board of Directors of the Company granted (“the Executive a nonstatutory stock option to purchase 120,000 shares of Company common stock (the “Option”), a performance restricted stock unit award covering 30,000 shares of Company common stock (the “PSU”), and a restricted stock unit award covering 15,000 shares of Company common stock (the “RSU and together with the Option and the PSU,(the “Stock Awards” and the “GrantBoard”) in each case as an Inducement Award and outside of Employee entering into the Company’s 2015 Restricted Stock Agreement, within sixty days following the Effective Date Employee will receive under the Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”). The Grant will be subject to ) a grant of 127,661 restricted shares (the terms and conditions “Restricted Shares”) of the Plan and Company’s common stock par value $0.001 (“Common Stock”), which Restricted Shares are expected to represent approximately 0.40 percent of the applicable stock option grant agreement and restricted stock unit agreement. Subject to ExecutiveCompany’s continued employment through the applicable vesting dates, the Option shall vest over three years with onefully-third vesting diluted equity on the one year anniversary date of the Commencement Date and the remaining two-thirds vesting in eight equal quarterly installments after the conclusion of each quarter thereafter, subject to accelerated vesting in certain circumstances pursuant to Article 6 below. The PSU shall vest as follows: subject to Executive’s continuous service through such dates, (i) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has first achieved net reported revenue of $200 million in a given year (ii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has completed a significant acquisition and (iii) 10,000 shares of Company common stock underlying the PSU shall vest upon the Compensation Committee’s written confirmation that the Company has successful filed a New Drug Application with the U.S. Food & Drug Administrationgrant; provided, however, that the number of Restricted Shares may be reduced if the Effective Date occurs after January 15, 2018, to reflect any additional vesting of Employee’s AstraZeneca plc equity awards. The Restricted Shares will vest in two annual installments on the first and second anniversaries of the preceding events occurs before grant date. Employee will have the one-year anniversary choice to make an election under Section 83(b) of the Commencement DateInternal Revenue Code of 1986, then as amended (the portion of “Code”) within thirty days following the PSU that relates to grant date. Employee will be solely responsible for making any such event will vest upon such one-year anniversary of the Commencement Date. The RSU shall vest as follows: subject to Executive’s continuous service through such dates, one-third of the shares of Company common stock underlying the RSU shall vest on the one-year anniversary of the Commencement Date and the remaining two-thirds shall vest in equal installments over the following eight quarters, after the conclusion of each quarter, thereafter. election.
(b) Subject to approval by the Board and Employee entering into the Company’s Compensation CommitteeStock Option Agreement (the “Option Agreement”), in consultation with Employee will also be eligible for an option to purchase 240,000 shares of Common Stock (the independent members “Option”) (which shares are expected to represent approximately 0.76 percent of the Board Company’s fully-diluted equity on the date of Directors, Executive grant) to be granted under the Equity Plan with an exercise price equal to the fair market value of the Common Stock on the date of grant. The Option will be granted following the Company’s receipt of an independent third-party valuation and will vest over four years according to the following schedule: twenty-five percent of the Option shares will vest after one year and the remaining Option shares will vest in equal quarterly amounts over the next three years.
(c) Employee may be eligible to receive additional Stock Awards on terms to be for future grants under the Equity Plan, as determined by the Compensation Committee at the time of any such Board in its sole discretion. All equity awards may be subject to dilution following grant. The determination whether As a condition to grant receiving the Restricted Shares, the Option and/or any additional Stock Award other equity grants, Employee will be required to Executive is in enter into (i) the sole discretion Right of First Refusal and Co-Sale Agreement, to be dated as of the Compensation CommitteeEffective Date, in consultation with the independent members of the Board of Directors. For all purposes of this Agreement, “Stock Awards” shall mean any rights granted by and among the Company to Executive with respect to the common stock and certain stockholders of the Company, includingand (ii) the Voting Agreement, without limitationto be dated as of the Effective Date, stock options, stock appreciation rights, restricted stock, stock bonuses by and restricted stock unitsamong the Company and certain stockholders of the Company.
Appears in 1 contract