Option Selection Sample Clauses

Option Selection. On the first business day of each calendar quarter during any calendar year for which the Executive has properly elected the Option Selection pursuant to this Agreement (and as of the Effective Date in respect of the first calendar quarter during the effectiveness of this Amendment), the Company will grant to Executive an option for the purchase of a number of shares of the Company’s outstanding common stock with a total value (based on the Black- Scholes valuation methodology, assuming an exercise price equal to the Fair Market Value of the Company’s common stock (as defined in the Plan (as defined below)) equal to the portion of the Base Salary less the Option Selection Cash Component (on an annualized basis) for such calendar quarter (the “Salary Options”). The Salary Options will be granted pursuant to and subject to the terms and conditions of the Cerecor Inc. 2016 Equity Incentive Plan (the “Plan”) and stock option agreements as approved by the Company’s Board of Directors, and pursuant to resolutions of the Compensation Committee of the Board of Directors of the Company previously adopted. The Salary Options will have an exercise price equal to the Fair Market Value of the Company’s common stock (as defined in the Plan). The Salary Options will vest immediately upon grant; provided, however, the if the employment of Executive is terminated prior to the end of a calendar quarter, the portion of the Salary Options granted hereunder for such calendar quarter that reflects the percentage of calendar days remaining in such calendar quarter after such employment termination date shall be forfeited and deemed cancelled. To the greatest extent possible, the Salary Options will be designed to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986. Notwithstanding the foregoing, if the Fair Market Value of the Company’s common stock (as defined in the Plan) is below $2.07 or the grant of the Salary Options is prohibited by the Plan, applicable law or the rules of any applicable stock exchange or trading market on which the Company’s common stock is listed or trades, then the Salary Options will not be granted, and instead the Executive will be deemed to have selected the Cash Selection for such calendar quarter.