Common use of Additional Terms/Acknowledgements Clause in Contracts

Additional Terms/Acknowledgements. The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except in a writing signed by Optionholder and a duly authorized officer of the Company. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer Date: Date: ATTACHMENTS: Option Agreement, 2012 Equity Incentive Plan and Notice of Exercise ______________ 1 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Inc. (the “Company”), pursuant to its 2012 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement including any special terms and conditions for your country of residence set forth in the appendix attached to the Option Agreement as Exhibit A (the “Appendix”), and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance with applicable laws and any additional terms and conditions in the Option Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable to the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” or “sell to cover” transaction if the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan and as approved by the Company from time to time

Appears in 2 contracts

Samples: Option Agreement (Snowflake Inc.), Option Agreement (Snowflake Inc.)

AutoNDA by SimpleDocs

Additional Terms/Acknowledgements. The undersigned Optionholder Participant acknowledges receipt of, and understands and agrees to, this Stock Option Appreciation Right Grant Notice, the Option Agreement Award Agreement, and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except in a writing signed by Optionholder and a duly authorized officer of the Company. Optionholder Participant further acknowledges that as of the Date of Grant, this Stock Option Appreciation Right Grant Notice, the Option Award Agreement, and the Plan set forth the entire understanding between Optionholder Participant and the Company regarding the acquisition award of stock in the Company Stock Appreciation Rights and supersede all prior oral and written agreements, promises and/or representations agreements on that subject with the exception of (i) options awards previously granted and delivered to Optionholder Participant under the Plan, and (ii) the following agreements only: OTHER AGREEMENTS: LEVI XXXXXXX & CO. PARTICIPANT: By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer Signature Title: SVP Worldwide Human Resources Date: Date: ATTACHMENTS: Option LEVI XXXXXXX & CO. 2006 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHT AGREEMENT Pursuant to your Stock Appreciation Right Grant Notice (“Grant Notice”) and this Stock Appreciation Right Agreement (the “Award Agreement”), 2012 Equity Incentive Plan and Notice of Exercise ______________ 1 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Inc. Levi Xxxxxxx & Co. (the “Company”), pursuant to ) has granted you a Stock Appreciation Right under its 2012 2006 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase ) covering the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions equivalents (“Stock Appreciation Rights”) as set forth indicated in this noticeyour Grant Notice (collectively, in the Option Agreement including any special terms and conditions for your country of residence set forth in the appendix attached to the Option Agreement as Exhibit A (the “AppendixAward”), and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized Defined terms not explicitly defined herein in this Award Agreement but defined in the Plan or the Option Agreement will shall have the same definitions as in the Plan or the Option AgreementPlan. If there is any conflict between the terms in this notice and the Plan, the terms The details of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same your Award are as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance with applicable laws and any additional terms and conditions in the Option Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable to the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” or “sell to cover” transaction if the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan and as approved by the Company from time to timefollows:

Appears in 2 contracts

Samples: Employment Agreement (Levi Strauss & Co), Employment Agreement (Levi Strauss & Co)

Additional Terms/Acknowledgements. The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in a writing signed by Optionholder and a duly authorized officer of the CompanyPlan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder under the PlanOptionholder, and (ii) any compensation recovery policy that is adopted by the following agreements only: Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein. By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer Title: Date: Date: ATTACHMENTS: Option Agreement, 2012 Amended and Restated 2015 Equity Incentive Plan and Notice of Exercise ______________ 1 If Exercise. GEMPHIRE THERAPEUTICS INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this is an Incentive Stock OptionOption Agreement, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Gemphire Therapeutics Inc. (the “Company”), pursuant to ) has granted you an option under its 2012 Amended and Restated 2015 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option ) to purchase the number of shares of the Company’s Common Stock set forth belowindicated in your Grant Notice at the exercise price indicated in your Grant Notice. This The option is subject granted to all you effective as of the terms and conditions as set forth in this notice, in the Option Agreement including any special terms and conditions for your country date of residence grant set forth in the appendix attached to the Option Agreement as Exhibit A Grant Notice (the “AppendixDate of Grant”), and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice Option Agreement and the Plan, the terms of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares shall vest Capitalized terms not explicitly defined in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance with applicable laws and any additional terms and conditions in the this Option Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable to in the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” or “sell to cover” transaction if the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by Grant Notice but defined in the Plan will have the same definitions as in the Plan. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as approved by the Company from time to timefollows:

Appears in 1 contract

Samples: Employment Agreement (Gemphire Therapeutics Inc.)

Additional Terms/Acknowledgements. The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except in a writing signed by Optionholder and a duly authorized officer of the Company. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: . By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer Date: Date: ATTACHMENTS: Option AgreementAgreement (including Appendix), 2012 Equity Incentive Plan and Notice of Exercise ______________ 1 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Inc. (the “Company”)000 Xxxxxx Xxxxx, pursuant to its 2012 Equity Incentive Plan (the “Plan”)0xx Xxxxx Xxxxx San Mateo, hereby grants to Optionholder an CA 94402 Date of Exercise: Ladies and Gentlemen: This constitutes notice under my stock option that I elect to purchase the number of shares of for the Company’s Common Stock price set forth below. This Type of option (check one): Incentive ¨ Nonstatutory ¨ Grant date: Number of shares as to which option is subject exercised: Exercise price per share: $ Total exercise price: $ Taxes (if applicable) $ Total exercise cost: $ By this exercise, I agree (i) to all provide such additional documents as you may require pursuant to the terms of the terms SNOWFLAKE INC. 2012 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and conditions (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”), which are being acquired by me for my own account upon exercise of the Option as set forth in this noticeabove: I acknowledge that the Shares have not been registered under the Securities Act of 1933, in the Option Agreement including any special terms and conditions for your country of residence set forth in the appendix attached to the Option Agreement as Exhibit A amended (the “AppendixSecurities Act”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the PlanSecurities Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, all of which are attached hereto except as permitted under the Securities Act and incorporated herein in their entiretyany applicable state securities laws. Capitalized terms I further acknowledge that I will not explicitly defined herein but defined in be able to resell the Plan or Shares for at least ninety (90) days after the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms stock of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price Company becomes publicly traded (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same as Vesting Schedule Vesting Schedule: [1/4th of the shares i.e., subject to the option shall vest on the first anniversary reporting requirements of Section 13 or 15(d) of the Vesting Commencement Date; the balance Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous ServiceCompany under Rule 144.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance with applicable laws and any additional terms and conditions in the Option Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable to the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” or “sell to cover” transaction if the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan and as approved by the Company from time to time

Appears in 1 contract

Samples: Option Agreement (Snowflake Inc.)

Additional Terms/Acknowledgements. The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Assumption Notice, the Option Agreement Agreement, the Plan and the Planapplicable stock plan prospectus. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except in a writing signed by Optionholder and a duly authorized officer of the Company. Optionholder further acknowledges that as As of the Date of Grant, this Stock Option Grant Assumption Notice, the Option Agreement, Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company option and supersede all prior oral and written agreementsagreements on the option, promises and/or representations on that subject with the exception exception, if applicable, of (i) options previously granted the written employment agreement or offer letter agreement between the Company and delivered to Optionholder under specifying the Planterms that should govern the option, and (ii) any compensation recovery policy that is adopted by the following agreements only: Company or is otherwise required by applicable law. By accepting the option, Optionholder consents to receive documents governing the option by electronic delivery and that the Company may utilize an online or electronic system established and maintained by the Company or another third party designated by the Company. By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer Title: Date: Date: ATTACHMENTS: Option Agreement, 2012 Equity Incentive Plan Pursuant to your Stock Option Assumption Notice (the “Option Notice”) and Notice this Option Agreement, and in connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Exercise ______________ 1 If this is an Incentive Stock OptionMerger, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake and among Millennial Media, Inc. (the “Company”), pursuant to its 2012 Equity Incentive Plan Nexage, Inc. (“Nexage”) and certain other parties thereto, dated as of October 31, 2014 (the “PlanMerger Agreement”), hereby grants the Company has assumed your option to Optionholder purchase shares of common stock of Nexage. Pursuant to the Merger Agreement, and in accordance with the requirements of Sections 409A and 424 of the Code, such option has been converted into an option to purchase the number of shares of the Company’s Common Stock indicated in your Option Notice at the per-share exercise price indicated in your Option Notice. The option’s original date of grant is set forth belowin the Option Notice (the “Date of Grant”). This For the avoidance of doubt, this option is subject to all not issued under the Company’s 2012 Equity Incentive Plan, as amended through the date hereof (the “Plan”) and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Option Agreement, the terms and conditions as set forth in this notice, in of the Option Agreement including any special terms and conditions for your country of residence set forth in the appendix attached Plan (other than those applicable to the share reserve) shall govern and apply to this Option Agreement as Exhibit A (the “Appendix”), and if this option had actually been issued under the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized Defined terms not explicitly defined herein in this Option Agreement or in the Option Notice but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or Plan. The details of your option, in addition to those set forth in the Option Agreement. If there is any conflict between the terms in this notice Notice and the Plan, the terms of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same are as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance with applicable laws and any additional terms and conditions in the Option Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable to the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” or “sell to cover” transaction if the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan and as approved by the Company from time to timefollows:

Appears in 1 contract

Samples: Stock Option Assumption Notice (Millennial Media Inc.)

Additional Terms/Acknowledgements. The undersigned Optionholder Optionee acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Notice (as defined in this Agreement and the Plan), this Agreement and Plan. Optionholder Optionee acknowledges and agrees that this Stock Option Grant Notice and the Option this Agreement and Plan may not be modified, amended or revised except in a writing signed by Optionholder and a duly authorized officer of the Companyas provided herein. Optionholder Optionee further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, Notice and the this Agreement and Plan set forth the entire understanding between Optionholder Optionee and the Company regarding the acquisition of stock in the Company this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and Optionee or (ii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the following agreements onlyterms and conditions set forth therein. This Grant Notice is not to be interpreted as a guarantee or contract of Continuous Service (as defined in this Agreement and Plan). By accepting this option, Optionee consents to receive such documents by electronic delivery and to participate in this Agreement and Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company. DBV TECHNOLOGIES, S.A. OPTIONEE: By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer /s/ /s/ Title: Deputy CEO Date: November 15, 2018 Date: ATTACHMENTS: November 15, 2018 Pursuant to the Stock Option Agreementgrant notice (the “Grant Notice”) and this Stock Option agreement (this “Agreement and Plan”), 2012 Equity Incentive Plan and Notice of Exercise ______________ 1 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Inc. DBV Technologies (the “Company”), pursuant to its 2012 Equity Incentive Plan ) has granted Optionee an option (the “PlanStock Option), hereby grants ) under this Agreement and Plan referenced in the Grant Notice to Optionholder an option to purchase purchase/subscribe the number of shares of the Company’s Common Ordinary Shares, €0.10 nominal value per share (each, a “Share”) indicated in the Grant Notice at the exercise price indicated in the Grant Notice. The Stock set forth below. This option Option is subject granted to all the Optionee effective as of the terms and conditions as set forth in this notice, in the Option Agreement including any special terms and conditions for your country date of residence grant set forth in the appendix attached to the Option Agreement as Exhibit A Grant Notice (the “AppendixGrant Date”), and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in this Agreement shall have the meaning specified in the Grant Notice unless a different meaning is specified herein. The details of the Stock Option and this Agreement and Plan or the Option Agreement will have the same definitions as generally, in addition to those set forth in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the PlanGrant Notice, the terms of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same are as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance with applicable laws and any additional terms and conditions in the Option Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable to the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” or “sell to cover” transaction if the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan and as approved by the Company from time to timefollows:

Appears in 1 contract

Samples: Executive Agreement (DBV Technologies S.A.)

AutoNDA by SimpleDocs

Additional Terms/Acknowledgements. The undersigned Optionholder Grantee acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Stock Option Agreement Agreement, and the PlanBrio Retainer Agreement. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except in a writing signed by Optionholder and a duly authorized officer of the Company. Optionholder Grantee further acknowledges that as of the Date of GrantGrant Date, this Stock Option Grant Notice, the Stock Option Agreement, Agreement and the Plan Brio Retainer Agreement set forth the entire understanding between Optionholder Grantee and the Company regarding the acquisition of stock in the Company Shares and supersede all prior oral and written agreements, promises and/or representations agreements on that subject with the exception of (i) any stock options previously granted and delivered to Optionholder Grantee under the PlanBrio Retainer Agreement. Grantee acknowledges receipt of the Company’s prospectus covering the Shares issuable upon exercise of the Option and that he or she has read and understands such prospectus. Grantee further acknowledges that the Option granted pursuant to the Stock Option Agreement satisfies in full the Company’s obligations under the Brio Retainer Agreement to provide equity compensation to Grantee. Please sign one copy of this Grant Notice (the other copy is for your files) and return the signed copy to me no later than August 30, and (ii) the following agreements only2021. By: By: Print Name: Xxxxx Xxxx Xxxxxxx Print Name: Xxxxxxx X. Xxxxxxxxx Signature Gloss Title: Chief Financial Executive Officer Date: Date: ATTACHMENTS: Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement (this “Agreement”), 2012 Equity Incentive Plan and Notice of Exercise ______________ 1 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Inc. Pasithea Therapeutics Corp. (the “Company”)) has granted you a stock option under the retainer agreement with Brio Financial Group, pursuant to its 2012 Equity Incentive Plan LLC dated April 13, 2021 (the “PlanBrio Retainer Agreement), hereby grants to Optionholder an option ) to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of indicated in your Grant Notice at the terms and conditions as set forth Exercise Price indicated in this notice, in the Option Agreement including any special terms and conditions for your country of residence set forth in the appendix attached to the Option Agreement as Exhibit A (the “Appendix”), and the Plan, all of which are attached hereto and incorporated herein in their entiretyGrant Notice. Capitalized terms not explicitly defined herein in this Agreement but defined in the Plan or the Option Brio Retainer Agreement will shall have the same definitions as in the Plan or the Option Brio Retainer Agreement. If there is any conflict between For the terms in this notice and the Planavoidance of doubt, the terms and conditions of the Plan will control. Optionholder: Date Grant Notice are a part of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option this Agreement, subject to compliance with applicable laws unless otherwise specified. The details and any additional terms and conditions in the Option of this Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable to the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” or “sell to cover” transaction if the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan and as approved by the Company from time to timeshall govern your Option:

Appears in 1 contract

Samples: Stock Option Grant Notice (Pasithea Therapeutics Corp.)

Additional Terms/Acknowledgements. The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except in a writing signed by Optionholder and a duly authorized officer of the Company. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: . By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer Date: Date: ATTACHMENTS: Option AgreementAgreement (including Appendix), 2012 Equity Incentive Plan and Notice of Exercise ______________ 1 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Inc. (the “Company”)000 Xxxxxx Xxxxx, pursuant to its 2012 Equity Incentive Plan (the “Plan”)0xx Xxxxx Xxxxx San Mateo, hereby grants to Optionholder an CA 94402 Date of Exercise: Ladies and Gentlemen: This constitutes notice under my stock option that I elect to purchase the number of shares of for the Company’s Common Stock price set forth below. This Type of option (check one): Incentive ¨ Nonstatutory ¨ Grant date: Number of shares as to which option is subject exercised: Exercise price per share: $ Total exercise price: $ Taxes (if applicable) $ Total exercise cost: $ By this exercise, I agree (i) to all provide such additional documents as you may require pursuant to the terms of the terms SNOWFLAKE INC. 2012 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and conditions (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”), which are being acquired by me for my own account upon exercise of the Option as set forth in this noticeabove: I acknowledge that the Shares have not been registered under the Securities Act of 1933, in the Option Agreement including any special terms and conditions for your country of residence set forth in the appendix attached to the Option Agreement as Exhibit A amended (the “AppendixSecurities Act”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Plan, all of which are attached hereto Securities Act. I warrant and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance with applicable laws and any additional terms and conditions in the Option Agreement or Appendix: þ By cash, check, bank draft, wire transfer or money order payable represent to the Company þ Pursuant to a “broker-assisted exercise,” “same day sale,” that I have no present intention of distributing or “sell to cover” transaction if selling said Shares, except as permitted under the shares are publicly traded þ By delivery of already-owned shares if the Shares are publicly traded þ If permitted by the Company at the time of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan Securities Act and as approved by the Company from time to timeany applicable state securities laws.

Appears in 1 contract

Samples: Option Agreement (Snowflake Inc.)

Additional Terms/Acknowledgements. The undersigned Optionholder Optionee acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder Optionee also acknowledges receipt of the Prospectus for the Plan. Optionee acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in a writing signed by Optionholder and a duly authorized officer of the CompanyPlan. Optionholder Optionee further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder Optionee and the Company regarding the acquisition of stock in the Company this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of of, if applicable, (i) options equity awards previously granted and delivered to Optionholder under the PlanOptionee, and (ii) any compensation recovery policy that is adopted by the following agreements onlyCompany or is otherwise required by applicable law and (iii) any written employment agreement, severance agreement, offer letter or other written agreement entered into between the Company and Participant specifying the terms that should govern this specific option. By accepting this option, Optionee consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Chief Executive Officer Attachments: By: Xxxxxxx X. Xxxxxxxxx Signature Chief Financial Officer Date: Date: ATTACHMENTS: 2024 Equity Incentive Plan, Option Agreement, 2012 Agreement and Prospectus for the 2024 Equity Incentive Plan and Notice of Exercise ______________ Vesting schedules are: Schedule 1 If this is an Incentive Stock Option, it Twenty-five percent (plus other outstanding Incentive Stock Options25%) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. Nonstatutory Stock Option. Snowflake Inc. (the “Company”), pursuant to its 2012 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement including any special terms and conditions for your country of residence set forth in the appendix attached to the Option Agreement as Exhibit A (the “Appendix”), and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control. Optionholder: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (Per Share): $ Expiration Date: Type of Grant: Nonstatutory Stock Option Exercise Schedule: Same as Vesting Schedule Vesting Schedule: [1/4th of the shares subject to the option this Option shall vest on the first one (1) year anniversary of the Vesting Commencement Date; , and one thirty-sixth (1/36th) of the balance remaining Optioned Shares subject to this Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the Optionee’s continuous service with the Company as of each such date. Schedule 2 Equal monthly installments over the 12 months following the date of grant, provided that the entire grant will, in any case, be fully vested on the date of the Company’s next annual stockholder meeting, subject to the Eligible Director’s continuous service as a member of the Board through such vesting date and will vest in full upon a Change of Control (as defined in the Plan). Schedule 3 Equal monthly installments over a three-year period such that the option is fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s continuous service as a member of the Board through each such vesting date and will vest in full upon a Change of Control (as defined in the Plan). Schedule 4 One hundred percent (100%) of the shares shall underlying the RSUs vest in a series of thirtyon the one-six (36) successive equal monthly installments measured from the first year anniversary of the Vesting Commencement Date; subject to Optionholder’s Continuous Service.] Payment: By one or a combination of the following items as described in the Option Agreement, subject to compliance the awardee’s continuous service with applicable laws the Company as of such date. Schedule 5 Thirty-three and any additional terms one third percent (33 1/3%) of the shares underlying the RSUs vest on the one-, two- and conditions in three-year anniversary of the Option Agreement or Appendix: þ By cashVesting Commencement Date, checkrespectively, bank draft, wire transfer or money order payable subject to the awardee’s continuous service with the Company þ Pursuant to a “brokeras of each such date. Schedule 6 Twenty-assisted exercise,” “same day sale,” or “sell to cover” transaction if five percent (25%) of the shares are publicly traded þ By delivery underlying the RSUs vest on the one-, two-, three- and four-year anniversary of already-owned shares if Vesting Commencement Date, respectively, subject to the Shares are publicly traded þ If permitted by awardee’s continuous service with the Company at the time as of exercise, by net exercise þ Such other form of consideration as may be permitted by the Plan and as approved by the Company from time to timeeach such date.

Appears in 1 contract

Samples: Stock Option Agreement (Protara Therapeutics, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!