Inducement Stock Options Sample Clauses

Inducement Stock Options. In accordance with the terms approved by Board or the Company’s Compensation Committee of the Board, the Executive shall receive the following equity grants (the “Inducement Options”): (a) a time-based option to purchase one million, three hundred and fifty thousand (1,350,000) shares of Company common stock; and (b) a performance-based option to purchase two hundred and fifty thousand (250,000) shares of Company common stock, in each case having an exercise price equal to the fair market value of Company common stock, as reported by the Nasdaq Global Select Market, on the first date of Executive’s employment (the “Grant Date”). The Inducement Options serve as an inducement material to Executive entering into employment with the Company and will be granted under the Company’s Inducement Plan as non-statutory stock options. The 1,350,000 share time-based option shall become exercisable and vest with respect to 12.5% of the shares subject to the time-based option on the six-month anniversary of the Executive’s first date of employment and with respect to remaining shares subject to the time-based option on each monthly anniversary of the Executive’s first date of employment in equal installments over 42 months thereafter. The 250,000 share performance-based option shall vest upon regulatory approval by the FDA for the first imetelstat indication. The vesting of the Inducement Options shall be subject to Executive’s continued service to the Company through the applicable vesting dates, provided, that upon the occurrence of a Change of Control, subject to Executive’s continued service to the Company through the date of such Change of Control, the 1,350,000 share time-based option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. For the 250,000 share performance-based option, upon occurrence of a Change of Control in which the successor or surviving entity does not assume, continue or substitute for the unvested portion of the option, such performance-based option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. The Inducement Options otherwise shall be subject to and governed in all respects by the terms of the Inducement Plan and the respective stock option agreements for each option grant to be entered into between the Company and Executive.
Sample 1Sample 2See All (4)
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Inducement Stock Options. Effective as of the Hire Date and as an inducement to join the Company, the Company granted to Employee stock options to purchase an aggregate of 1,000,000 shares of the common stock of the Company, $0.001 par value per share (the “Common Stock”). The exercise price for such stock options was equal to the fair market value of the Common Stock on the Hire Date, as determined by the Board. Such stock options have a 10 year term and become exercisable or “vest” as described in the individual stock option agreement (twenty-five percent after one year of employment from the Hire Date, and the balance in 36 equal monthly installments thereafter so long as Employee remains employed by the Company), subject to acceleration as set forth below. In addition, Employee will be permitted to exercise such stock options for up to one year following termination of his employment by the Company (but in any event no later than the end of the maximum permitted term of the option). Such stock options shall not vest during the Consulting Period (as defined in Section 12.1 herein) or any other time that Employee is not employed by the Company. The other terms and conditions of such stock options are as set forth in the individual stock option agreements, which shall be the Company’s standard form of option agreement and consistent with its 1999 Stock Incentive Plan (the “Option Plan”); provided, however, that such stock options may not be granted pursuant to the Option Plan.
Sample 1
Inducement Stock Options. Effective as of the Executive’s start date (the “grant date”), the Company shall make the following inducement grants:
Sample 1
Inducement Stock Options. Paragraph 4.4(a) of the Employment Agreement is hereby amended by adding the following sentence to the end of Paragraph 4.4(a): Such Vesting Options will provide for an exercise price at the Formula Price in effect on the date they are issued.
Sample 1
Inducement Stock Options. The Compensation Committee has approved a grant to Executive of stock options to purchase 270,270 shares of the Company's common stock (the “Inducement Options”), such grant to be made and effective as of the Start Date, at an exercise price equal to the Fair Market Value (as defined under the Omnibus Award Plan) per share on the date of grant and shall have a ten-year option term. Unless otherwise provided for herein, subject to Executive's continued employment, the Inducement Options shall vest and become exercisable in three equal installments at the rate of 33-1/3 percent per year, vesting as to an installment on each of the first three anniversaries of the Start Date. All other terms and conditions of the Inducement Options shall be governed by the Omnibus Award Plan and the current form of Stock Option Agreement, unless otherwise provided for hereunder.
Sample 1
Inducement Stock Options. As a material inducement to the Executive, the Company will recommend to the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) or Board of Directors of the Company (the “Board”) that the Executive be granted an option (the “Option”) to purchase shares of the Company’s common stock at a per share exercise price equal to the fair market value of a share of the Company’s common stock on the date of grant. The aggregate fair market value of the Option will be $650,000 on the date of grant, determined in accordance with a Black-Scholes valuation as calculated by the Company. The grant of the Option is subject to and conditioned on approval of the grant and its terms by the Compensation Committee or the Board, and will be made following the Effective Date in accordance with the Company’s equity grant guidelines and policies. Subject to the Executive’s continued service as an employee through each applicable vesting date, 25% of the shares subject to the Option will vest on the first anniversary of the date of grant and an additional 1/48th of the aggregate number of shares subject to the Option will vest on the corresponding day of each month thereafter (or if there is no such corresponding day in any given month, the last day of the month), such that all of the shares subject to the Option will be fully vested on the fourth anniversary of the date of grant. The Option will be subject to the terms and conditions of a stock option agreement, an inducement plan, or an inducement award agreement and any related agreements, in a form prescribed by the Company, which the Executive will be required to sign as a condition to receiving the Option.
Sample 1
Inducement Stock Options. On the grant date, the Executive shall be granted an option (the “Inducement Stock Option”) to purchase 100,000 shares of the Company’s Common Stock. The Inducement Stock Option shall have a per share exercise price equal to the Fair Market Value (as such term is defined in, and determined in accordance with, the 2011 Plan). The Inducement Stock Option shall have a ten-year term and a vesting schedule such that the Inducement Stock Option will become exercisable in annual installments of 33,333 shares, 33,333 shares and 33,334 shares on June 3, 2014, June 3, 2015 and June 3, 2016, respectively; provided that the Executive remains in the employ of the Company through each such vesting date. Except as specifically provided herein, the terms and conditions of the Inducement Stock Option shall be subject to the terms of the 2011 Plan and the award agreement evidencing the grant of the Inducement Stock Option.
Sample 1
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Related to Inducement Stock Options

  • Employee Stock Options (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.

  • Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

  • Incentive Stock Options If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Nonstatutory Stock Option The Optionee may incur regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • Employee Options There are two (2) options available to an employee who is otherwise eligible for disability insurance benefits which are as follows:

  • Stock Option Grants Executive will receive an annual grant of stock options during the term of this Agreement in a manner and under terms that are consistent with grants made to other executives of the Company.

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

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