Common use of Performance Grants Clause in Contracts

Performance Grants. In addition to the option grant described above, if the Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company shall grant the Executive up to 20,000 shares of Company. If the Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018 the Company shall grant the Executive up to an additional 20,000 of shares of Company. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 to November 30, 2016 and December 1, 2016 to November 30, 2017, the Executive’s performance grant shall be a percentage of 20,000 shares equal to the sum of (i) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Target level; (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Co-CEOs based upon their subjective performance determination. The performance grant criteria for the fiscal year ending November 30, 2016 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Co-CEOs, performance grant criteria for the fiscal year ending November 30, 2017 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 and shall be established by February 28, 2017 by the Co-CEOs in their sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Co-CEOs by February 28, 2018). Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Co-CEOs by grant date TBD by Co-CEOs by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, the Co-CEOs may exclude non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income results of the Company. The subjective performance grant criteria shall be determined in the sole discretion of the Co-CEOs after consultation with the Executive. The Co-CEOs will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Target and Stretch levels of performance.

Performance Grants. In addition to the option grant of restricted stock described above, if the Executive is employed by the Company on November 30, 20162014, then no later than February 2815, 20172015, the Company shall grant the Executive up to 20,000 162,163 restricted shares of Company. If the Executive is employed by the Company on November 30, 20172015, then no later than February 2815, 2018 2016 the Company shall grant the Executive up to an additional 20,000 162,163 of restricted shares of Company. Such performance grants (“Performance Grant”) shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock planPlan. For the fiscal years December 1, 2015 2013 to November 30, 2016 2014 and December 1, 2016 2014 to November 30, 20172015, the Executive’s performance grant Performance Grant shall be a percentage of 20,000 shares 162,163 equal to the sum of (ix) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow four performance grant criteria (the “Performance Grant Criteria”) achieved at the Target level; level and (iiy) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria four Performance Grant Criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Co-CEOs based upon their subjective performance determination. The performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2016 2014 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Co-CEOs, performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2017 2015 shall be based on the same standards, two standards and the same weightings as for the fiscal year ending November 30, 2016 four criteria all equally weighted and shall be established by February 28January 15, 2017 2015 by the Co-CEOs Committee in their its sole discretion after consultation with the Executive (except for the subjective performance Subjective Performance criteria which shall be determined by the Co-CEOs Committee by February 2815, 20182016). Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Co-CEOs by grant date TBD by Co-CEOs by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has goals set forth above have been attained, the Co-CEOs may exclude following shall be excluded: (i) reversal of any net operating loss (“NOL”) carry forwards that were treated as assets; (ii) expenses of litigation between the Company and Ki ▇▇▇▇ ▇▇▇▇ and (iii) any other non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income operating results of the Company. The subjective performance grant second criteria consists of a weighted share price of the Company’s common shares which shall be calculated based on (i) the trading day average closing price for each of the last six months of the fiscal year and (ii) the weighting of each monthly average closing price from June through November such that the July average closing price is weighted twice the June average closing price; the August average closing price is weighted three times the June average closing price; the September average share price is weighted four times the June average share price; the October average share price is weighted five times the June average share price; and the November average share price is weighted six times the June average share price. The fourth criteria consists of subjective performance, as determined in the sole discretion of the Co-CEOs Committee after consultation with the Executive. The Co-CEOs Committee will, with respect to each performance grant criteriaPerformance Grant Criteria, determine a performance grant criteria Performance Grant Criteria percentage within the percentage range for results that fall between Threshold and Target as well as between Target and Stretch levels of performance. The Performance Grant Criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.

Performance Grants. In addition to the option grant described above, if the Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company shall grant the Executive up to 20,000 186,487 shares of Company. If the Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018 the Company shall grant the Executive up to an additional 20,000 186,487 of shares of Company. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 to November 30, 2016 and December 1, 2016 to November 30, 2017, the Executive’s performance grant shall be a percentage of 20,000 186,487 shares equal to the sum of (i) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Target level; (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Co-CEOs Committee based upon their subjective performance determination. The performance grant criteria for the fiscal year ending November 30, 2016 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Co-CEOsCommittee, performance grant criteria for the fiscal year ending November 30, 2017 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 and shall be established by February 28, 2017 by the Co-CEOs Committee in their its sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Co-CEOs Committee by February 28, 2018). Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Co-CEOs Comp Committee by grant date TBD by Co-CEOs Comp Committee by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, the Co-CEOs Committee may exclude non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income results of the Company. The subjective performance grant criteria shall be determined in the sole discretion of the Co-CEOs Committee after consultation with the Executive. The Co-CEOs Committee will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Target and Stretch levels of performance. The performance grant criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.

Performance Grants. In addition to the option grant of restricted stock described above, if the Executive is employed by the Company on November 30, 20162014, then no later than February 2815, 20172015, the Company shall grant the Executive up to 20,000 186,487 restricted shares of Company. If the Executive is employed by the Company on November 30, 20172015, then no later than February 2815, 2018 2016 the Company shall grant the Executive up to an additional 20,000 186,487 of restricted shares of Company. Such performance grants (“Performance Grant”) shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock planPlan. For the fiscal years December 1, 2015 2013 to November 30, 2016 2014 and December 1, 2016 2014 to November 30, 20172015, the Executive’s performance grant Performance Grant shall be a percentage of 20,000 shares 186,487 equal to the sum of (ix) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow four performance grant criteria (the “Performance Grant Criteria”) achieved at the Target level; level and (iiy) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria four Performance Grant Criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Co-CEOs based upon their subjective performance determination. The performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2016 2014 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Co-CEOs, performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2017 2015 shall be based on the same standards, two standards and the same weightings as for the fiscal year ending November 30, 2016 four criteria all equally weighted and shall be established by February 28January 15, 2017 2015 by the Co-CEOs Committee in their its sole discretion after consultation with the Executive (except for the subjective performance Subjective Performance criteria which shall be determined by the Co-CEOs Committee by February 2815, 20182016). Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Co-CEOs by grant date TBD by Co-CEOs by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has goals set forth above have been attained, the Co-CEOs may exclude following shall be excluded: (i) reversal of any net operating loss (“NOL”) carry forwards that were treated as assets; (ii) expenses of litigation between the Company and Ki ▇▇▇▇ ▇▇▇▇ and (iii) any other non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income operating results of the Company. The subjective performance grant second criteria consists of a weighted share price of the Company’s common shares which shall be calculated based on (i) the trading day average closing price for each of the last six months of the fiscal year and (ii) the weighting of each monthly average closing price from June through November such that the July average closing price is weighted twice the June average closing price; the August average closing price is weighted three times the June average closing price; the September average share price is weighted four times the June average share price; the October average share price is weighted five times the June average share price; and the November average share price is weighted six times the June average share price. The fourth criteria consists of subjective performance, as determined in the sole discretion of the Co-CEOs Committee after consultation with the Executive. The Co-CEOs Committee will, with respect to each performance grant criteriaPerformance Grant Criteria, determine a performance grant criteria Performance Grant Criteria percentage within the percentage range for results that fall between Threshold and Target as well as between Target and Stretch levels of performance. The Performance Grant Criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.

Performance Grants. In addition to the option grant described above, if the Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company shall grant the Executive up to 20,000 162,163 shares of Company. If the Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018 the Company shall grant the Executive up to an additional 20,000 186,487 of shares of Company. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 to November 30, 2016 and December 1, 2016 to November 30, 2017, the Executive’s performance grant shall be a percentage of 20,000 162,163 shares equal to the sum of (i) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Target level; (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Co-CEOs Committee based upon their subjective performance determination. The performance grant criteria for the fiscal year ending November 30, 2016 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Co-CEOsCommittee, performance grant criteria for the fiscal year ending November 30, 2017 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 and shall be established by February 28, 2017 by the Co-CEOs Committee in their its sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Co-CEOs Committee by February 28, 2018). Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Co-CEOs Comp Committee by grant date TBD by Co-CEOs Comp Committee by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, the Co-CEOs Committee may exclude non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income results of the Company. The subjective performance grant criteria shall be determined in the sole discretion of the Co-CEOs Committee after consultation with the Executive. The Co-CEOs Committee will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Target and Stretch levels of performance. The performance grant criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.

Performance Grants. In addition to the option grant grants described above, if the Executive is employed by the Company on November 30, 20162018, then no later than February 28, 20172019, the Company shall grant the Executive up to 20,000 shares of 8,000 qualified stock options for the Company’s stock. If the Executive is employed by the Company on November 30, 20172019, then no later than February 28, 2018 2020 the Company shall grant the Executive up to an additional 20,000 of shares of 8,000 qualified stock options for the Company’ stock. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 2017 to November 30, 2016 2018 and December 1, 2016 2018 to November 30, 20172019, the Executive’s performance grant shall be a percentage of 20,000 shares 8,000 qualified stock options equal to the sum of (i) the product of 16.6711.11% and the number of six bonus criteria achieved based on the Company’s annual Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Target levelWeighted Average Stock Price; and (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0the percentage of 33.33% at the discretion of as subjectively determined by the Co-CEOs based upon in their subjective performance determinationsole discretion. The performance grant criteria for the fiscal year ending November 30, 2016 2018 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Co-CEOs, performance grant criteria for the fiscal year ending November 30, 2017 2019 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 2018 and shall be established by February 28, 2017 2019 by the Co-CEOs in their sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Co-CEOs by February 28, 2018)discretion. Net Revenue Increase for FYE 11/30/16 11/30/18 compared to FYE 11/30/2017 weighted 251/3 10% $ 22,355,962 $ 23,355,962 11% 12% Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 $10.25 $11.00 $11.75 Subjective performance Performance weighted 50% 1/3 TBD by Co-CEOs by grant date TBD by Co-CEOs by grant date TBD by Co-CEOs by grant date The Net Revenue Increase performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria Weighted Average Stock Price shall be calculated based on on: (i) the annual net income trading day average closing price of the Company as set forth in its Company’s stock for each of the last three months of the fiscal year; and (ii) the weighting of each monthly average closing price of the Company’s stock from September through November such that the October average closing price is weighted twice the September average closing price; and the November average closing price is weighted three times the September average closing price. The performance grants earned above by the Executive for each fiscal year will be made promptly after such year’s audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue statements for the 2016 fiscal year from the 2015 fiscal year Company have been finalized, and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, when the Co-CEOs may exclude non-recurring items of income or expense (whether cash or non-cash items) has certified that the Committee deems to distort performance grants have been earned by the inherent Adjusted Net Income results Executive, provided, however, in no event will the performance grants be made later than five days following the completion by the independent auditors of the Company’s financial statements for such year. The subjective performance grant criteria shall be determined in the sole discretion of the Co-CEOs after consultation with in their sole discretion may make the Executiveperformance grants prior to the finalization of the Company’s audited financial statements. The Co-CEOs will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Threshold and Target as well as between Target and Stretch levels of performance. The performance grant criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year. In addition to the option grants described above, if the Executive is employed by the Company on November 30, 2018, then no later than February 28, 2019, the Company shall grant the Executive up to 2,000 qualified stock options for the Company’s stock for each dollar by which the Weighted Average Stock Price (as defined above) exceeds $11.75 with respect to the 2018 fiscal year. If Executive is employed by the Company on November 30, 2019, then no later than February 28, 2020, the Company shall grant the Executive up to an additional 2,000qualified stock options for the Company’s stock for each dollar by which the Weighted Average Stock Price exceeds a price to be determined at the discretion of the Co-CEOs with respect to the 2019 fiscal year. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan.