Common use of Employee Equity; Vesting Clause in Contracts

Employee Equity; Vesting. After the Closing, the Company (but not any other Group Company) may grant options to employees, advisors, officers, and directors of, and consultants to, the Company and its subsidiaries, but only pursuant to Employee Share Option Plan, provided that the total number of shares issued or issuable under any such Employee Share Option Plan shall not exceed 191,663,158 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions). Except as approved by a majority of the Board, shares or share options to be issued under the Employee Share Option Plan shall be subject to a minimum four (4) year vesting schedule no faster than the following, counting from the applicable grant date with respect to the total issued options or shares: twenty-five percent (25%) each at the first anniversary of the grant date, the second anniversary of the grant date, the third anniversary of the grant date and the fourth anniversary of the grant date. To the extent practicable under the PRC laws, the Group Companies shall cause to be filed and registered with the competent local branch of the SAFE of the PRC with respect to the establishment and adoption of the ESOP. Except as otherwise approved by a majority of the Board, the Company shall cause all future officers, directors, and employees of, and consultants to, the Company and its Subsidiaries who purchase, or receive options to purchase, shares of the Company’s Ordinary Shares, to execute and deliver agreements in forms approved by the Board providing for a right of repurchase in favor of the Company on vested and unvested shares without cost upon termination of the employment with cause or unilateral termination of the employment by the optionees, a prohibition on the transfer of all shares prior to a Qualified IPO (unless otherwise permitted under such Employee Share Option Plan) and a lockup or market standoff commitment after the Qualified IPO in respect of vested shares subject to the requirements that the underwriters or sponsors may have at such time.

Employee Equity; Vesting. After the Closing, the Company (but not any other Group Company) may grant options to employees, advisors, officers, and directors of, and consultants to, the Company and its subsidiaries, but only pursuant to Employee Share Option Plan, provided that the total number of shares issued or issuable under any such Employee Share Option Plan shall not exceed 191,663,158 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions). Except as approved by a majority of the BoardBoard (including the affirmative votes of the directors appointed by the Investors), shares or share options to be issued under the Employee Share Option Plan shall be subject to a minimum four (4) year vesting schedule no faster than the following, counting from the applicable grant date with respect to the total issued options or shares: twenty-five percent (25%) each at the first anniversary of the grant date, the second anniversary of the grant date, the third anniversary of the grant date and the fourth anniversary of the grant date. To the extent practicable under the PRC laws, the Group Companies shall cause to be filed and registered with the competent local branch of the SAFE of the PRC with respect to the establishment and adoption of the ESOP. Except as otherwise approved by a majority of the BoardBoard (including the affirmative votes of the directors appointed by the Investors), the Company shall cause all future officers, directors, and employees of, and consultants to, the Company and its Subsidiaries who purchase, or receive options to purchase, shares of the Company’s Ordinary Shares, to execute and deliver agreements in forms approved by the Board (including the affirmative votes of the directors appointed by the Investors) providing for a right of repurchase in favor of the Company on vested and unvested shares without cost upon termination of the employment with cause or unilateral termination of the employment by the optionees, a prohibition on the transfer of all shares prior to a Qualified IPO (unless otherwise permitted under such Employee Share Option Plan) and a lockup or market standoff commitment after the Qualified IPO in respect of vested shares subject to the requirements that the underwriters or sponsors may have at such time.

Employee Equity; Vesting. After Except as set forth in Section 7.7 of the Disclosure Schedule, after the Closing, the Company (but not any other Group Company) may issue shares and grant options to employees, advisors, officers, and directors of, and consultants to, the Company and its subsidiaries, but only pursuant to Employee Share Option Plan, and provided that the total number of shares issued or issuable under any such Employee Share Option Plan shall not exceed 191,663,158 22,600,000 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions). Except as unanimously approved by a majority of the Board, shares or share options to be issued under the Employee Share Option Plan shall be either (i) 100% vested on the applicable grant date, or (ii) subject to a minimum four (4) year vesting schedule calling for vesting no faster than the following, counting from the applicable grant date with respect to the total issued options or sharesoptions: fifty percent (50%) at the end of twenty-four (24) months, twenty-five percent (25%) each at the first anniversary end of the grant date, the second anniversary of the grant date, the third anniversary of the grant date thirty-six (36) months and the fourth anniversary of the grant date. To the extent practicable under the PRC laws, the Group Companies shall cause to be filed and registered with the competent local branch of the SAFE of the PRC with respect to the establishment and adoption of the ESOPforty-eight (48) months. Except as otherwise approved by a majority of the BoardBoard (including the vote of a Series A Directors and Series B Directors and Series C Director (as defined in Section 8.1 of the Amended and Restated Investors’ Rights Agreement), the Company shall cause all future officers, directors, and employees of, and consultants to, the Company and its Subsidiaries who purchase, or receive options to purchase, shares of the Company’s Ordinary Shares, to execute and deliver agreements in forms approved by the Board providing for a right of repurchase in favor of the Company on vested and unvested shares without at cost upon resignation or termination of the employment with cause or unilateral termination of the employment by the optioneescause, a prohibition on the transfer of all shares prior to a Qualified IPO (unless otherwise permitted under such Employee Share Option Plan) and a lockup or market standoff commitment after the Qualified IPO in respect of vested shares subject to the requirements that the underwriters or sponsors may have at such time.

Employee Equity; Vesting. After the Closing, the Company (but not any other Group Company) may grant options to employees, advisors, officers, and directors of, and consultants to, the Company and its subsidiaries, but only pursuant to Employee Share Option Plan, provided that the total number of shares issued or issuable under any such Employee Share Option Plan shall not exceed 191,663,158 211,570,000 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions). Except as approved by a majority Majority Preferred Holders in accordance with Section 9 of the BoardShareholders Agreement, shares or share options to be issued under the Employee Share Option Plan shall be subject to a minimum four (4) year years vesting schedule no faster than the following, counting from the applicable grant date with respect to the total issued options or shares: twenty-five percent (25%) each at of the options in respect of such employee will vest on the first anniversary of the grant date, thereafter, the second anniversary remaining seventy-five percent (75%) of the grant date, options in respect of such employee will vest annually in equal installments over the third anniversary of the grant date and the fourth anniversary of the grant datenext three (3) years. To the extent practicable under the PRC laws, the Group Companies shall cause to be filed and registered with the competent local branch of the SAFE of the PRC with respect to the establishment and adoption of the ESOP. Except as otherwise approved by a majority of the BoardBoard (including the affirmative vote of the director appointed by the Investor), the Company shall cause all future officers, directors, and employees of, and consultants to, the Company and its Subsidiaries who purchase, or receive options to purchase, shares of the Company’s Ordinary Shares, to execute and deliver agreements in forms approved by the Board (including the affirmative vote of the director appointed by the Investor) providing for a right of repurchase in favor of the Company on vested and unvested shares without cost upon termination of the employment with cause or unilateral termination of the employment by the optionees, a prohibition on the transfer of all shares prior to a Qualified IPO (unless otherwise permitted under such Employee Share Option Plan) and a lockup or market standoff commitment after the Qualified IPO in respect of vested shares subject to the requirements that the underwriters or sponsors may have at such time.