Company Equity. The provisions of this Section 9 are in addition to any rights of Executive under Sections 7 and 8 and shall be deemed to be incorporated into each Company equity award agreement with Executive outstanding as of the Effective Date and shall control over any provision in such award agreement that is less favorable to Executive.
(a) If Executive terminates his employment for Good Reason or Executive’s employment is terminated by the Company for any reason other than Cause and such termination occurs within two years on or after the “change of control event,” as defined in the Treasury Regulations issued under Section 409A of the Code (a “Change of Control”), all Company stock options, restricted stock awards and any other Company equity-based awards of Executive automatically shall vest in full notwithstanding anything in any award agreement to the contrary and, as applicable, shall remain exercisable for the term specified in the applicable award agreement.
(b) If Executive’s employment with the Company ceases due to death or Disability, all Company stock options, restricted stock awards and any other Company equity-based awards of Executive automatically shall vest in full notwithstanding anything in any award agreement to the contrary and, as applicable, shall remain exercisable for the term specified in the applicable award agreement.
(c) If any award of Company stock option, restricted stock or any other Company equity-based award of Executive is not assumed or continued by the Company’s successor after a Change of Control, such award automatically shall vest and become exercisable and/or payable in full, as the case may be, on the date of the Change of Control.
Company Equity. You were granted options to purchase shares of Company’s common stock (each an “Option”) and restricted stock units (RSU’s) pursuant to the terms of the following agreements: · Option No. 589-NQO Stock Option Grant Notice and Stock Option Agreement, dated December 17, 2020 (the “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 April 30, 2022, 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: Butterfly Network, Inc. 589-ISO 12/17/20 25,957 11,897 Time-Based Butterfly Network, Inc. 589-NQO 12/17/20 363,405 166,560 Time-Based Butterfly Network, Inc. RSU 12/17/20 129,788 40,558 Time Based You acknowledge and agree that as of the Separation Date, there will be 14,060 unvested options under the ISO Award, 196,845 unvested options under NSO Award and 89,230 unvested restricted stock units under the RSU Award. All unvested options and restricted stock units subject to these awards will be forfeited as of the Separation Date.
Company Equity. The provisions of this Section are in addition to any rights of Executive under Section 7 of this Agreement.
(a) Upon Executive’s termination of employment for Good Reason, death or Disability or upon Executive’s termination by the Company for any reason other than Cause, each Company stock option of Executive automatically shall vest and become exercisable in full. Further, in the event that Executive’s employment is terminated for any reason other than for Cause, all vested Company stock options of Executive, including those that become vested on his termination of employment as provided in this Agreement, shall continue in full force and effect for the remainder of their original option terms. In addition, each Company restricted stock award and other Company-equity based award, and any other deferred compensation award granted to Executive, shall vest in full and be payable on the date the Cash Severance Amount is paid to Executive as provided above. However, expressly excluded from this section are any equity awards issued to Executive by the Company under a long-term incentive plan (“LTIP”) after the Company’s stock is listed on any public stock exchange or securities market. Such equity issued under the LTIP after a public listing shall vest and continue in full force and effect in accordance with the terms of the LTIP.
(c) In the event that Executive’s employment is terminated by the Company for Cause and the Company’s stock is not listed on any public stock exchange or securities market, then for 90 days following Executive’s termination the Company shall have a right to cancel all of Executive’s vested stock options by paying Executive a cash lump amount equal to the excess, if any, of the Fair Market Value of the shares of the Company stock covered by such options and the exercise prices of such options.
(d) Upon a “Change of Control,” all Company stock options and other Company equity-based awards of Executive automatically shall vest in full immediately prior to such Change of Control and be exercisable or payable pursuant to its terms, notwithstanding anything in any award agreement to the contrary.
(e) In the event that a majority of other shareholders sell or otherwise dispose of any of their shares of Company stock or securities convertible into Company stock prior to an initial public offering of the Company stock, the other shareholders and the Company shall take, at their sole expense, all actions necessary or helpful, to enable Executi...
Company Equity. Pursuant to Section 3.2(b) of the Employment Agreement, there shall be a full acceleration of vesting on any unvested Equity Awards as defined therein as of the Separation Date and an exercise period of three (3) years from that accelerated vesting date will apply, notwithstanding anything else to the contrary. In all other respects, the rights and obligations to your Equity Awards will be as set forth in your applicable grant notice(s), the applicable stock option and/or other equity agreement, and the Company plan(s) governing these grants. The Company offers no advice on the tax treatment of your vested equity interests in the Company.
Company Equity. As of the first day of General Counsel’s employment, the Company shall grant General Counsel 25,000 options to purchase Company’s stock, exercisable at twenty five dollars and sixty four cents ($25.64) per share based on a Company valuation of approximately one hundred and twenty five million dollars ($125,000,000) and vesting over a period of 4 years, with 25% vesting each twelve month period. As of the first day of General Counsel’s employment, the Company shall grant General Counsel an additional 10,000 options to purchase Company’s stock, exercisable at twenty five dollars and sixty four cents ($25.64) per share based on a Company valuation of approximately one hundred and twenty five million dollars ($125,000,000) and vesting over a period of 3 years; provided, however, (i) none of such options shall vest until the date two (2) years immediately after the commencement of General Counsel’s employment; and (ii) the options will vest 33.33% on each of the second, third and fourth anniversary dates of the commencement of General Counsel’s employment. In the event of a termination without cause of this Agreement as provided below, for any twelve month period herein, any otherwise unvested stock falling within such period shall vest on a pro rata basis, to be calculated based on the number of days of employment during such period. In addition to the foregoing, Executive shall also be eligible for additional options at any time at the sole and unfettered discretion of the Chief Executive Officer. The board of directors may also consider other forms of granting equity, such as stock grants or restricted stock, as may be deemed appropriate. Notwithstanding any other term described above, all such options or grants shall have an acceleration feature, allowing for immediate granting and vesting in conjunction with any sale of the Company, merger, stock exchange listing or public trading of Company stock, other similar material event. For clarity, iall options will accelerate immediately in the event of a change in control of the Company; if, notwithstanding the foregoing and pursuant to the terms and conditions of any applicable equity compensation plan, any options are assumed by any applicable acquirer, and General Counsel’s employment by such acquiror terminates within twelve (12) months after the date of such change in control, then all options will accelerate upon such change in control.
Company Equity. For good and valuable consideration, Executive hereby sells, assigns and transfers to the Managing Member all of his right, title and interest in and to all of his unvested Class A Series 1 Units and unvested Series 2 Class A Units, free and clear of all liens, claims and encumbrances, other than the restrictions on transfer and other encumbrances that are contained in the FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement, dated as of September 17, 2010.
Company Equity. All equity awards granted to the Executive that are outstanding as of the Separation Date that are unvested (including but not limited to any of the Executive's unvested stock options and unvested restricted stock awards) shall be forfeited. For the avoidance of doubt, on the Separation Date, Executive is vested in 1,500 incentive stock options issued pursuant to his Incentive Stock Option Agreement. Such vested Stock Options shall remain exercisable until November 29, 2011, after which date such options shall be forfeited.
Company Equity. Executive will be granted an option to purchase 315,127 shares of the Company’s common stock (the “Stock Option”), which represents approximately 2.25% of the Company’s fully diluted outstanding shares as of the date hereof (“Fully Diluted Shares”). The exercise price of the Stock Option will be equal to the fair market value of the Common Stock as of the date of option grant, as determined by the Board of Directors. The Stock Option and the Performance Option (as defined below) will be issued under and subject to the Company’s 2006 Stock Plan (“Plan”) and the Company’s standard forms of stock option agreement and notice of grant, as applicable.
(a) The Stock Option will be subject to vesting as follows (“Vesting”): 25% will Vest as of one year from the Start Date, and the remaining 75% of the shares will then Vest in equal 2.0833% installments each month thereafter over the following 36 months, subject to Executive’s continuous service with the Company through and on such dates.
(b) (i) The Executive will also be eligible to receive an additional option grant as for up to 35,014 shares (the “2013 Performance Option”). The 2013 Performance Option will be granted upon the Executive achieving both of the following two goals: (1) at least one hundred ten percent (110%) of the Company’s 2013 revenue plan and (2) gross margin not more than 200 basis points less than the target gross margin set forth in the 2013 Operating Plan.
Company Equity. (a) The authorized capital stock of MIC consists of five million (5,000,000) shares of common capital stock, par value of One Dollar ($1.00) per share, and two million five hundred thousand (2,500,000) shares are issued and outstanding. The authorized capital stock of MM consists of one thousand (1,000) shares of common stock, no par value, and all one thousand (1,000) shares are issued and outstanding. There is only one class of membership interest issued and authorized by CC. All the outstanding shares of capital stock of MM and MIC, and the entire outstanding -13-
(b) None of the Companies has outstanding any bonds, debentures, notes, or other similar obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders or members, as applicable, of the Companies on any matter. Except for this Agreement, as otherwise disclosed in Item 1 of Section 3.02(b) of the Parent Disclosure Letter, as set forth above in Section 3.02(a), and the shares of capital stock or other voting securities or equity interests of each Company that are owned, directly or indirectly, by Parent, there are no outstanding: (i) shares of capital stock or other voting securities or equity interests of any Company; (ii) securities of the Companies convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Companies; (iii) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Companies or other equity equivalent or equity-based award or right; (iv) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Companies, or obligations of the Companies to issue, register, transfer, or sell any shares of capital stock of the Companies, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of the Companies or rights or interests described in clause (iii); or (v) obligations of the Companies to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver, register, transfer or sell, or cause to be issued, granted, delivered, registered, transferred or sold, any such securities. Except for this Agreement and as set forth in Item 2 of Section 3.02(b) of the Parent Disclosure Letter, there are no...
Company Equity. You and the Company acknowledge and agree that you currently hold options to purchase Company common stock (“Options”) and restricted stock units (“RSUs”). Such Options and RSUs will continue to vest and be exercisable in accordance with the applicable agreements pursuant to which they were issued until such time as you cease to be a member of the Board, after which all vesting thereunder shall cease and the then-vested Options shall be exercisable and the then-vested RSUs shall be settled in accordance with such agreements.
