Upfront Option Grant Clause Samples

Upfront Option Grant. (i) Effective as of the Commencement Date, Holdings will grant Employee an option (the “Upfront Option”) to purchase 6,500,000 shares of common stock of Holdings (the “Shares”) pursuant to the Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and an award agreement to be provided by Holdings (the “Option Award Agreement”). The Plan and Option Award Agreement shall reflect the terms of the Upfront Options as set forth in this Agreement. The Upfront Options shall be granted no later than thirty (30) days following the Commencement Date. Half of the Upfront Option will be granted with an exercise price per Share equal to the Fair Market Value (as defined in the Plan) of a Share on the grant date (the “1X Portion”), and the remaining half of the Upfront Option will be granted with an exercise price per Share equal to two times the Fair Market Value of a Share on the grant date (the “2X Portion”). Except following a termination by Employer for Cause or Employee’s breach of restrictive covenants, the Upfront Option shall have a one-year post-employment exercise period to the extent vested as of the date of termination (unless expressly provided otherwise). The vested portion of the Upfront Option shall always consist of equal parts of the 1X Portion and the 2X Portion. (ii) Subject to Employee’s continued employment on the applicable vesting date (unless expressly provided otherwise below), 25% of the Upfront Option shall vest on the one-year anniversary of the Commencement Date and the remaining 75% of the Upfront Option shall vest in equal quarterly installments over the next 12 calendar quarters. (iii) Upon the completion of an initial public offering of Holdings common stock (an “IPO”), the portion of the Upfront Option that would otherwise have vested between the date of the IPO and the twelve month anniversary of the date of the IPO will accelerate and fully vest on such date, subject to Employee’s continued employment through the date the IPO is consummated. Any installment of the Upfront Option that is not vested as of the date of an IPO will remain subject to its original vesting schedule forth in Section 2.01(B)(ii) as though the IPO had not occurred. (iv) One hundred percent (100%) of the Upfront Option shall accelerate and fully vest in the event of the occurrence of a Change in Control as defined under the Plan, subject to Employee’s continued employment through the date the Change in Control is consummated. (v) In the event ...