Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee).
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). Notwithstanding the foregoing, the Company is not guaranteeing any particular tax outcome, and the Grantee shall remain solely liable for any and all tax consequences associated with the MSUs.
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent.
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). If the PBRSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code and avoid any additional taxes thereunder, payment for the PBRSUs shall be made on the earlier of the first business day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death.
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Grant comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Grant shall be administered in a manner consistent with this intent and, for the avoidance of doubt, in accordance with terms substantially similar to the terms that apply under Section 17 of the Plan.
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to the Optionee. This Agreement shall be administered in a manner consistent with this intent and, for the avoidance of doubt, in accordance with the terms that apply under Section 18 of the Plan. Executed in the name and on behalf of the Company, at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, 00000, as of the 14th day of February 2022. _/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer Inducement Grant The undersigned Optionee hereby accepts the Option evidenced by this Nonqualified Stock Option Inducement Agreement on the terms and conditions set forth herein. Dated: February 14, 2022 _/s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Option Price: $ 0.86 The Option will vest and become exercisable as follows, subject to the Optionee’s continuous employment with the Company through each applicable date:
(1) with respect to 4,000,000 of the Option Shares (the “Service-Based Option Shares”); (a) 1,000,000 of such Service-Based Option Shares will vest on the first anniversary of the Date of Grant (the “First Vesting Date”), and (b) with respect to the remaining 3,000,000 of such Service-Based Option Shares, in substantially equal installments on each of the 36 monthly anniversaries of the First Vesting Date; and
(2) with respect to the remaining 6,000,000 of the Option Shares (the “Performance-Based Option Shares”), vesting will generally occur upon the achievement of certain milestones as provided on Exhibit B. 0000 Xxxxxxxx Xxxxxx Cleveland, Ohio 44115-2634 Re: Registration Statement on Form S-8 Filed by Athersys, Inc. Ladies and Gentlemen: We have acted as counsel for Athersys, Inc., a Delaware corporation (the “Company”), in connection with the Nonqualified Stock Option Inducement Agreement, dated February 14, 2022 (the “Agreement”), entered into by and between the Company and Xx. Xxxxxx Xxxxxxx. In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, that may be issued or delivered and sold pursuan...
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to the Optionee. This Agreement shall be administered in a manner consistent with this intent and, for the avoidance of doubt, in accordance with the terms that apply under Section 17 of the Plan. Executed in the name and on behalf of the Company, at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, 00000, as of the 16th day of March 2020. Name: Xxxxxxx X. Xxxxxxx (BJ) Title: President & COO Inducement Grant The undersigned Optionee hereby accepts the Option evidenced by this Nonqualified Stock Option Inducement Agreement on the terms and conditions set forth herein. Dated: March 16, 2020 Xxxx Xxxxxx Optionee Name: Xxxx Xxxxxx Option Shares Granted: 400,000 Award Type: Nonqualified Stock Option Option Price: $1.18 Date of Grant: March 16, 2020 Expiration date: March 16, 2030
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). 1 The following can be used for agreements with employees below Level 12: “The Company shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Company or any of its Affiliates may reasonably be obligated to withhold with respect to the grant, vesting or other event with respect to the Restricted Stock subject to the Award. The Grantee agrees that the Grantee will satisfy such withholding requirement in a manner determined by the Company to satisfy any applicable withholding obligations that arise with respect to the vesting of the Restricted Stock subject to Award, including, without limitation, through a “sell to cover” transaction through a bank or broker or the Company withholding a sufficient number of shares of Common Stock in connection with the vesting of the Restricted Stock subject to Award at their then Market Value per Share (determined either as of the date of such withholding or as of the immediately preceding trading day, as determined by the Company in its discretion). The Company may take such action(s) without notice to the Grantee and shall remit to the Grantee the balance of any proceeds from withholding such shares in excess of the amount reasonably determined to be necessary to satisfy such withholding obligations. The Grantee shall have no discretion as to the satisfaction of tax withholding obligations in such manner. If, however, the Grantee makes an election under Section 83(b) of the Code with respect to the Restricted Stock subject to the Award, any withholding event occurs with respect to the Restricted Stock subject to Award other than the vesting of such shares of Restricted Stock, or if the Company for any reason does not satisfy the withholding obligations with respect to the vesting of the Restricted Stock subject to Award as provided above in this Section 10, the Comp...
Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Notice and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Notice and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Notice or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). Any reference in this Notice to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
