Common use of Company Equity Clause in Contracts

Company Equity. You were granted options (each, an “Option”) to purchase shares of Company’s common stock pursuant to the terms of the following three option agreements: ​ ● Option No. 537-NQO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “537-NQO Award”); ● Option No. 537-ISO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “537-ISO Award”); and ● Option No. 588 Stock Option Grant Notice and Stock Option Agreement, dated December 17, 2020 (the “588 Award”). ​ Each of the forgoing Options is subject to the terms of Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). Subject to Section 5 and assuming you remain employed through June 30, 2021, as of the Separation Date, you acknowledge and agree that the table below sets forth a complete and accurate list of Options as of the Separation Date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuing Company ​ Grant Number ​ Grant Date # of Shares Granted # of Shares Exercised # of Shares Vested ​ Type of Option Butterfly Network, Inc. 537-ISO 4/23/2020 46,723 13,625 974 Time-Based Butterfly Network, Inc. 537-NQO 4/23/2020 472,426 137,792 4,395 Time-Based Butterfly Network, Inc. 588 12/17/2020 519,150 0 0 Time-Based ​ You acknowledge and agree that as of the Separation Date, there are 30,939 unvested options under the 537-ISO Award, 312,813 unvested options under 537-NSO Award and you are not vested in ​ ​ ​ ​ any of the shares under the 588 Award, and, subject to Section 5, all unvested options subject to these awards will be forfeited as of the Separation Date. ​

Appears in 2 contracts

Samples: Letter Agreement (Butterfly Network, Inc.), Letter Agreement (Butterfly Network, Inc.)

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Company Equity. You were granted options (each, an “Option”) to purchase shares of Company’s common stock (each an “Option”) and restricted stock units (RSU’s) pursuant to the terms of the following three option agreements: ​ ● · Option No. 537589-NQO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “537-NQO Award”); ● Option No. 537-ISO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “537-ISO Award”); and ● Option No. 588 Stock Option Grant Notice and Stock Option Agreement, dated December 17, 2020 (the “588 NQO Award”); · Option No. 589-ISO Stock Option Grant Notice and Stock Option Agreement, dated December 17, 2020 (the “ISO Award”); and · Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, dated as of December 17, 2020 (the “RSU Award”). Each of the forgoing Options and RSU’s is subject to the terms of the applicable award agreement and the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). Subject to Section 5 and assuming you remain employed through June April 30, 20212022, as of the Separation Date, you acknowledge and agree that the table below sets forth a complete and accurate list of Options as of the Separation Date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuing Company Grant Number Grant Date # of Shares Granted # of Shares Exercised # of Shares Vested Type of Option Butterfly Network, Inc. 537589-ISO 4/23/2020 46,723 13,625 974 12/17/20 25,957 11,897 Time-Based Butterfly Network, Inc. 537589-NQO 4/23/2020 472,426 137,792 4,395 12/17/20 363,405 166,560 Time-Based Butterfly Network, Inc. 588 12/17/2020 519,150 0 0 Time-RSU 12/17/20 129,788 40,558 Time Based You acknowledge and agree that as of the Separation Date, there are 30,939 will be 14,060 unvested options under the 537-ISO Award, 312,813 196,845 unvested options under 537-NSO Award and you are not vested in ​ ​ ​ ​ any of the shares 89,230 unvested restricted stock units under the 588 RSU Award, and, subject to Section 5, all . All unvested options and restricted stock units subject to these awards will be forfeited as of the Separation Date. ​.

Appears in 2 contracts

Samples: Separation Agreement (Butterfly Network, Inc.), Separation Agreement (Butterfly Network, Inc.)

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Company Equity. You were granted options (each, an “Option”) to purchase shares of Company’s common stock pursuant to the terms of the following three four option agreements: ​ ● · Option No. 537540-ISO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “540-ISO Award”); · Option No. 540-NQO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “537540-NQO Award”); · Option No. 537-ISO 541 Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “537-ISO 541 Award”); and · Option No. 588 542 Stock Option Grant Notice and Stock Option Agreement, dated December 17April 23, 2020 (the “588 542 Award”). Each of the forgoing Options is subject to the terms of Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). Subject to Section 5 and assuming you remain employed through June 30, 20215, as of the Separation Date, you acknowledge and agree that the table below sets forth a complete and accurate list of Options as of the Separation Date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuing Company Grant Number Grant Date # of Shares Granted # of Shares Exercised # of Shares Vested Type of Option Butterfly Network, Inc. 537540-ISO 4/23/2020 46,723 13,625 974 April 23, 2020 55,000 0 Time-Based Butterfly Network, Inc. 537540-NQO 4/23/2020 472,426 137,792 4,395 April 23, 2020 4,295,000 0 Time-Based Butterfly Network, Inc. 588 12/17/2020 519,150 541 April 23, 2020 1,635,000 0 0 TimePerformance-Based Butterfly Network, Inc. 542 April 23, 2020 1,635,000 0 Performance-Based You acknowledge and agree that as of the Separation Date, there are 30,939 unvested options under the 537-ISO Award, 312,813 unvested options under 537-NSO Award and you are not vested in ​ ​ ​ ​ any of the shares under the 588 Award, 540-ISO Award or the 540-NQO Award and, subject to Section 5, all unvested options shares subject to these awards the 540-ISO Award and the 540 NQO Award will be forfeited as of the Separation Date. You and the Company acknowledge that the 541 Award and the 542 Award will remain outstanding in accordance with their terms through April 23, 2021, the three month period following the Separation Agreement. You further acknowledge that: (a) the Company expects to enter into the transactions contemplated by that certain Business Combination Agreement by and among Longview Acquisition Corp. (“Parent”), a Delaware corporation, Clay Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and the Company (as amended from time to time, the "Business Combination Agreement") pursuant to which, among other things, (i) Merger Sub will merge with and into the Company with the Company as the surviving company in the merger and (ii) each share of the Company's capital stock (other than shares of the Company's Series A Preferred Stock) will automatically be converted into the right to receive shares of Class A common stock, par value $0.0001 per share, of Parent, as set forth in, and subject to, the Business Combination Agreement (the “Business Combination”); (b) the Business Combination is not and will not result in a “2X Financing” (as that term is defined in the 541 Award) and is not and will not result in a “5X Financing” (as that term is defined in the 542 Award); (c) none of the shares subject to the 541 Award or the 542 Award will vest in connection with the consummation of the Business Combination or the surviving company’s shares becoming publicly tradable securities as a result of the Business Transaction; and (d) if a 2X Financing or a 5X Financing does not occur by April 23, 2021, neither the 541 Award or the 542 Award will vest and you will forfeit both the 541 Award and the 542 Award in total to the Company on such date.

Appears in 1 contract

Samples: Separation Agreement (Longview Acquisition Corp.)

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