Common Stock Grant. Licensee agrees to irrevocably issue to Caltech, in partial consideration of Licensee’s receipt of the licenses granted under this Agreement, 533,695 shares of common stock of Licensee (the “Shares”), representing approximately [***] of the outstanding common and preferred shares, on a fully diluted basis, of Licensee on the date of this Agreement, pursuant to an agreed-upon stock purchase agreement between Licensee and Caltech. A stock certificate representing the Shares shall be delivered to Caltech within [***] of the Effective Date.
Common Stock Grant. Within three (3) days after execution of this Agreement, Employee shall receive a one-time grant of Thirty Million (30,000,000) shares of Company restricted Common Stock. The Common Stock shall vest as follows:
(i) Twenty Million (20,000,000) shares shall vest upon delivery to the Company of the ingredients for the Male Pro-Health Product and completion of testing with respect to toxicity, allergens and confirmation that the ingredients are not on the Food and Drug Administration’s list of banned substances with ten (10) days after execution of the Agreement; and
(ii) The remaining Ten Million (10,000,000) shares shall vest upon delivery to the Company of a (A) a female Pro-Health product or (B) a sleep product and completion of testing with respect to toxicity, allergens and compliance with the regulations of the Food and Drug Administration within nine (9) months of the Commencement Date of the Employment Agreement.
Common Stock Grant. As an incentive for continued employment with the Company, the Executive shall be entitled to a stock grant of restricted common shares of Company in the amount of 4,000,000 shares (the "Shares"), which shall Vest as follows: 2,000,000 Shares at signing of this Agreement. 666,666 Shares on the 1st anniversary of this Agreement. 666,666 Shares on the 2nd anniversary of this Agreement and 666,667 Shares on the third anniversary. Once the initial Shares vest at signing, additional shares are earned "only" by continued employment with the Company through the anniversary date or change of ownership or control. The Shares will then be vested in the name of the Executive and issued as fully paid by the Company as conditional compensation.
Common Stock Grant. Upon execution of this Agreement, the Company shall issue to Employee an amount of Four Million (4,000,000) shares of its common stock par value $.0001.
Common Stock Grant. Licensee agrees to irrevocably issue to Caltech, in consideration of Licensee’s receipt of the licenses granted under this Agreement, that number of shares of common stock, representing […***…] percent ([…***…]%) of the outstanding common and preferred shares on a fully diluted basis, of Licensee pursuant to an agreed upon Stock Issuance and Stockholder’s Rights Agreement between Licensee and Caltech. The Stock Issuance and Stockholder’s Rights Agreement will contain provisions protecting Caltech against dilution of its equity interest in the event the valuation of the post-money Series A-3 round is less than eight million seven hundred fifty thousand dollars ($8,750,000.00), and it will also contain a provision for the piggy-back registration of common shares with any other class of stock in the first public offering of Licensee in which other Licensee stockholders sell shares. […***…] In the event of any inconsistency between this Agreement and the Stock Issuance and Stockholder’s Rights Agreement with respect to such equity interest, the Stock Issuance and Stockholder’s Rights Agreement will control.
Common Stock Grant. Licensee agrees to irrevocably issue to Caltech, in partial consideration of the licenses granted under this Agreement, (a) *** shares of common stock (the “Shares”) valued at *** per share ***/share), pursuant to an agreed upon stock purchase agreement between Licensee and Caltech; and (b) if Cancer Rights in the Field are granted pursuant to Section 2.2, Licensee shall issue to Caltech an additional *** Shares. The Shares will have ***. Licensee shall provide Caltech with a copy of the certificate of incorporation and bylaws of the Company following the initial closing of the Series A preferred stock financing.
Common Stock Grant. The Company and Employee shall enter into the Stock Purchase Agreement attached hereto as Exhibit A pursuant to which the Company shall issue and self to Employee 375,000 outs shares of common stock (the "Common Stock") upon such terms arid conditions set forth herein. The Company covenants and agrees that it will use its best efforts to register the Common Stock by means of an available registration statement as soon as is reasonably practicable.
Common Stock Grant. (a) Upon each anniversary of the Effective Date of this Agreement, Employee will receive $28,000 payable in fully vested shares of Company common stock issued under the Company's 2006 Equity Incentive Plan, or any future equity compensation plan of the Company that replaces such plan. The number of shares of Company common stock to be issued shall be calculated using the average closing price of the common stock for the 20 trading days prior to each anniversary; provided, however, that if the average closing price of the common stock of the Company for the 20 trading days prior to the anniversary is below $0.10 per share, than number of shares of Company common stock to be issued shall be calculated based on a price of $0.10 per share.
(b) In connection with any issuance of shares to Employee pursuant to paragraph 4.3(a), the Company will pay Employee's share of any applicable employment taxes and any applicable income taxes required to be withheld and remitted to the applicable tax authority solely with respect to the compensation income arising from Employee's receipt of such shares. While Employee is ultimately responsible for all taxes owned in connection with this Award (e.g., upon receipt of the shares), the Company will withhold from the shares otherwise payable to Employee the number of whole shares of the Company's common stock required to satisfy Employee's share of any applicable employment taxes and any applicable income taxes required to be withheld and remitted to the applicable tax authority as a result of all additional compensation income resulting from such payment contemplated by this Section 4.3(b), as determined by the Company, the number of shares to be determined by the Company based on the closing price of the Company's common stock on the date the Company is required to withhold; provided that the value of shares so withheld will not exceed the minimum applicable withholding rate. Employment Agreement
Common Stock Grant. Company shall irrevocably issue to University, in partial consideration of Company’s receipt of the licenses granted under this Agreement, [***] shares of Company’s common stock, par value $0.001 (“Common Stock”), which shares represent [***] of the sum of the Company’s (i) outstanding Common Stock as of the Effective Date, and (ii) [***], on an as-converted to Common Stock basis. Such issuance to University shall be pursuant to an agreed-upon common stock purchase agreement, to be executed between Company and University promptly (but in any event within [***] after the Effective Date. The rights granted to University under this Section 3.A are not transferrable except to an Affiliate of University for administrative convenience.
Common Stock Grant. Company shall irrevocably issue to University, in partial consideration of Company’s receipt of the licenses granted under this Agreement, one hundred thousand (100,000) shares of common stock of Company pursuant to an agreed- upon stock purchase agreement between Company and University. The stock purchase agreement will contain provisions:
i. for physical or electronic stock certificates that will be delivered to University within 30 days of issuance and, if the Company grants piggy-back registration of common shares with any other class of stock in an initial public offering, University will be provided substantially similar piggy-back registration rights (on a pro rata basis); and
ii. specifying that if the Company proposes to sell any equity securities or securities in a capital-raising financing transaction, then University will have the right to purchase up to five percent (5%) of the equity securities issued in the first such financing transaction completed after the date of this Agreement, on the same terms and conditions as are offered to the other purchasers in such financing. Company shall provide ten (10) days advanced written notice of such financing, including reasonable detail regarding the material terms of such financing.
