Reserved Employee Shares. From and after the Closing Dates contemplated by this Agreement, the Company shall cause to be reserved for issuance to directors, officers, employees and consultants of the Company on the date hereof at least the same percentage of the fully diluted capital stock of the Company as existed immediately prior to the Initial Closing Date, and the Company shall also cause to be reserved for issuance to directors, officers, employees and consultants of the Company commencing such relationship with the Company after the date hereof an additional 5% of the fully diluted capital stock of the Company (collectively, the "Reserved Employee Shares"), such Reserved Employee Shares to be issued at a price equal to or greater than the Series A Conversion Price (as defined in paragraph 6 of the Company's Certificate of Designations filed with the Secretary of State of the State of Delaware on the date hereof), pursuant to stock purchase, stock grant or stock option arrangements pursuant to which such Reserved Employee Shares will not become fully exercisable less than three years nor more than five years from the date of such grant without the unanimous written consent of those members of the Company's Board of Directors elected solely by the holders of Series A Convertible Preferred Stock.
Reserved Employee Shares. The shares of Common Stock reserved for employees, officers, of, and consultants to, the Company (the "Employee Shares"), are to be issued from time to time solely under the Company's 1998 Stock Plan (the "Stock Plan") as may be determined and approved by the Board of Directors subject to Section 3.12
Reserved Employee Shares. The Company may issue Reserved Employee Shares or grant options to purchase Reserved Employee Shares to its officers, directors, employees and consultants from time to time only with the prior approval of the Compensation Committee of the Board of Directors. The Company may increase the number of Reserved Employee Shares only with the prior approval of the Board of Directors and a majority of the Preferred Stock, voting as a single class. Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years. As of the date hereof, the Company shall have duly taken all corporate actions required to amend the Company’s 2000 Employee Incentive Plan, as amended from time to time, and the Company’s Director Stock Option Plan, as amended from time to time, so as to increase the aggregate number of shares of Common Stock remaining available for issuance pursuant to such plans on or after the date hereof, whether by grant of restricted stock awards, grants of stock options or reflective of shares underlying unexercised options, to 3,800,000 shares of Common Stock, with a minimum of 2,000,000 shares of Common Stock reserved for grants to Persons not employed by the Company on the date hereof. Unless otherwise approved by the Board of Directors, all grants of stock options and restricted stock after the date of this Agreement to employees, directors, consultants and other service providers shall be granted pursuant to an agreement with right of first refusal, drag-along and lockup restrictions substantially similar to those set forth in, as the case may be: (i) the form of Incentive Stock Option Agreement annexed hereto as Exhibit B; (ii) the Non-Qualified Stock Option Agreement annexed hereto as Exhibit C; or (iii) the Restricted Stock Agreement annexed hereto as Exhibit D.
Reserved Employee Shares. Before Closing, the Company shall maintain an employee stock option plan (the “ESOP”) and reserve up to 29,240,000 Ordinary Shares for the ESOP (as adjusted for any Recapitalization). Stock options under the ESOP shall be granted to Persons nominated by the CEO of the Company, subject to the approval of a simple majority vote of the Board or the Remuneration Committee or its equivalent under authorization by the Board.
Reserved Employee Shares. The Company shall have reserved 1,547,459 shares of Company Common Stock to be issued from time-to-time to employees and independent contractors of the Company pursuant to the Stock Plan.
Reserved Employee Shares. The 1,604,690 shares of Common Stock reserved for employees, officers, directors of, doctors, and consultants to, the Company (the "Employee Shares"), are to be issued from time to time under restricted stock purchase agreements and the Company's stock plan as may be determined and approved by the Board of Directors. Unless unanimously approved by the Board of Directors, any additional options issued after the Closing Date shall only be issued at a price equal to the fair market value at the time of grant upon approval of a majority of the members of the Compensation Committee.
Reserved Employee Shares. So long as the Purchasers, in the ------------------------ aggregate, hold more than five percent (5%) of the outstanding shares of Common Stock, the Company agrees that it will not reserve more than 4,500,000 shares of Common Stock ("Reserved Employee Shares") for issuance upon exercise of options granted under the Company's Employee Stock Option Plan and CEO Option Plan (collectively, the "Employee Option Plans"). Any shares of Common Stock issued upon conversion of options granted under the Employee Option Plans in excess of the Reserved Employee Shares shall be subject to the rights granted to Purchasers under Section 7.7 hereof.
Reserved Employee Shares. The Company may reserve up to 2,500,000 shares of Common Stock (the “Reserved Employee Shares”) including shares presently reserved for issuance to employees. The Reserved Employee Shares will be issued from time to time under such arrangements, contracts or plans as are recommended by management and approved by the Board. Issuance of shares to employees in excess of the Reserved Employee Shares will be subject to the prior written approval of Investor. Holders of the Reserved Employee Shares will be required to execute stock restriction agreements, which will outline manner of sale and contain certain restrictions on the sale of the Reserved Employee Shares. The Company wll not be allowed to include a “cashless exercise” provision for any of the Reserved Employee Shares. For purposes of this Section 19 “cashless exercise” shall mean the Company allowing a holder of any of the Reserved Employee Shares to pay the exercise price of the security for anything other than cash. (i.e.- the holder would not be able to cancel debt owed to the Company, pay with shares of Common Stock, retire part of the securities in exchange for the balance of the securities, barter or exchange assets with the Company, etc.)
Reserved Employee Shares. The Company will reserve an additional 1,000,000 shares of Common Stock (the "RESERVED EMPLOYEE SHARES"), for issuance to employees of the Company or promised to employees, vendors, consultants or any other individual corporation or institution (i.e., the 4,113,535 shares of Common Stock reserved for such issuances immediately prior to the closing shall be increased to 5,113,535). The Reserved Employee Shares will be issued from time to time under such arrangement, contracts or plans as are recommended by management and approved by the Board of Directors, provided that without the consent of a majority of the Company's directors, the vesting of any such shares (or options there for) issued shall not be at a rate in excess of 25.0% of the aggregate amount granted, per annum, from the date of issuance. Holders of Reserved Employee Shares shall be required to execute Exempt Employee Stock Restriction Agreements and Market Stand-Off Agreements, each substantially in the form of Exhibit H and Exhibit I, respectively, attached hereto. Unless subsequently agreed to the contrary by the Purchasers, any issuance of shares in excess of the Reserved Employee Shares will be a dilutive event requiring adjustments to the conversion prices and will be subject to the Purchasers' Right of First Refusal as provided under subsection 7.8.
Reserved Employee Shares. The Company has reserved 2,600,000 shares of Common Stock for issuance pursuant to options, warrants and other awards granted or issued (or to be granted or issued) under the Plan (of which 1,619,710 shares of Common Stock underlie currently issued options, warrants or other grants). Any options, warrants or other awards to purchase shares of capital stock of the Company issued or granted after the Closing Date shall only be issued with a purchase price or exercise price, as applicable, equal to the fair market value of such capital stock at the time of grant upon approval of a majority of the members of the Compensation Committee, unless approved by the member of the Compensation Committee designated by the Investors.
