Performance-Based Equity. The Company shall grant to Executive 400,000 options to purchase Company common stock with a ten (10) year option term under the 2007 Plan that are subject to both performance- and time-based vesting conditions (the “Performance Options”). The Performance Options will performance vest when (x) the closing price of the Company’s common stock, as quoted on Nasdaq, for (1) at least fifty (50) trading days in any period of sixty (60) consecutive trading days (the “50 Trading Day Condition”) and (2) at least fifteen (15) trading days within a single open trading window as applicable for directors and executive leadership team members (the “Open Window Condition”) or (y) the price paid for a share of the Company’s common stock in any transaction constituting a Change of Control (a “Change of Control Transaction”) is equal to or greater than the following amounts: (i) 80,000 at $[*] per share, (ii) 80,000 at $[*] per share, (iii) 80,000 at $[*] per share, (iv) 80,000 at $[*] per share, and (v) 80,000 at $[*] per share. The 50 Trading Day Condition and the Open Window Condition with respect to any stock price hurdle may be satisfied separately, within different periods of trading days (i.e., the Open Window Condition need not be met in the 60 consecutive trading days in which the 50 Trading Day Condition is satisfied). In addition, to the extent that the price payable for a share of the Company’s common stock in a Change of Control Transaction is less than $[*] per share, the performance vesting condition shall also be deemed satisfied as to that number of additional Performance Options determined by mathematical interpolation between (x) the highest stock price hurdle actually achieved and (y) the next highest stock price hurdle, based on the actual per share price paid in such Change of Control Transaction. The Performance Options will time vest (A) one-third (1/3) upon performance vesting, (B) one-third (1/3) on the nine (9) month anniversary of performance vesting and (C) one-third (1/3) on the eighteen (18) month anniversary of performance vesting, in each case subject to continued employment with the Company through the time vesting date, provided, however, that to the extent that any stock price hurdle performance vesting condition is satisfied after the signing of a transaction that will constitute a Change of Control, the time vesting condition will apply as follows: (1) if such Change of Control does occur, then upon the closing of such Change of Control Transaction the time vesting will be deemed to have occurred and (2) if such Change of Control does not occur, then on the date of the termination of the definitive agreement evidencing such transaction (a) one-third (1/3) upon such date, (b) one-third (1/3) upon the nine (9) month anniversary of such date and (c) one-third (1/3) upon the eighteen (18) month anniversary of such date. In the event that the performance vesting condition is not met with respect to any portion of the Performance Options on or prior to the earlier of (1) December 31, 2028 and (2) a Change of Control, such portion of the Performance Options will be forfeited; provided, that if a hurdle price has been hit for at least one (1) trading day prior to December 31, 2028, then the period for achievement of such performance vesting condition hurdle price shall remain open for an additional fifty-nine (59) trading days after December 31, 2028. Except as otherwise specifically set forth herein, the time vesting conditions on death or disability of the Performance Options will be not less favorable to the Executive than the terms and conditions of time vesting options granted to senior officers of the Company in August 2022.
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Performance-Based Equity. The On the Effective Date, the Company shall grant to Executive 400,000 275,000 options to purchase Company common stock with a ten (10) year option term under the Company’s Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that are subject to both performance- and time-based vesting conditions (the “Performance Options”). The Performance Options will performance vest when (x) the closing price of the Company’s common stock, as quoted on Nasdaq, for (1) at least fifty (50) trading days in any period of sixty (60) consecutive trading days (the “50 Trading Day Condition”) and (2) at least fifteen (15) trading days within a single open trading window as applicable for directors and executive leadership team members (the “Open Window Condition”) or (y) the price paid for a share of the Company’s common stock in any transaction constituting a Change of Control (a “Change of Control Transaction”) is equal to or greater than the following amounts: (i) 80,000 55,000 at $[*] per share, (ii) 80,000 55,000 at $[*] per share, (iii) 80,000 55,000 at $[*] per share, (iv) 80,000 55,000 at $[*] per share, and (v) 80,000 55,000 at $[*] per share. The 50 Trading Day Condition and the Open Window Condition with respect to any stock price hurdle may be satisfied separately, within different periods of trading days (i.e., the Open Window Condition need not be met in the 60 consecutive trading days in which the 50 Trading Day Condition is satisfied). In addition, to the extent that the price payable for a share of the Company’s common stock in a Change of Control Transaction is less than $[*] per share, the performance vesting condition shall also be deemed satisfied as to that number of additional Performance Options determined by mathematical interpolation between (x) the highest stock price hurdle actually achieved and (y) the next highest stock price hurdle, based on the actual per share price paid in such Change of Control Transaction. The Performance Options will time vest (A) one-third (1/3) upon performance vesting, (B) one-third (1/3) on the nine (9) month anniversary of performance vesting and (C) one-third (1/3) on the eighteen (18) month anniversary of performance vesting, in each case subject to continued employment with the Company through the time vesting date, provided, however, that to the extent that any stock price hurdle performance vesting condition is satisfied after the signing of a transaction that will constitute a Change of Control, the time vesting condition will apply as follows:
(1) if such Change of Control does occur, then upon the closing of such Change of Control Transaction the time vesting will be deemed to have occurred and (2) if such Change of Control does not occur, then on the date of the termination of the definitive agreement evidencing such transaction (a) one-third (1/3) upon such date, (b) one-third (1/3) upon the nine (9) month anniversary of such date and (c) one-third (1/3) upon the eighteen (18) month anniversary of such date. In the event that the performance vesting condition is not met with respect to any portion of the Performance Options on or prior to the earlier of (1) December 31, 2028 and (2) a Change of Control, such portion of the Performance Options will be forfeited; provided, that if a hurdle price has been hit for at least one (1) trading day prior to December 31, 2028, then the period for achievement of such performance vesting condition hurdle price shall remain open for an additional fifty-nine (59) trading days after December 31, 2028. Except as otherwise specifically set forth herein, the time vesting conditions on death or disability of the Performance Options will be not less favorable to the Executive than the terms and conditions of time vesting options granted to senior officers of the Company in August 2022.of
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