Common use of Employee Equity; Vesting Clause in Contracts

Employee Equity; Vesting. 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 22,600,000 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions). Except as unanimously approved by 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 issued options: fifty percent (50%) at the end of twenty-four (24) months, twenty-five percent (25%) each at the end of thirty-six (36) months and forty-eight (48) months. Except as otherwise approved by a majority of the Board (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 unvested shares at cost upon resignation or termination with cause, 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. Except as set forth in Section 7.7 of the Disclosure Schedule, after 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 22,600,000 211,570,000 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions). Except as unanimously approved by 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 either (i) 100% vested on the applicable grant date, or (ii) subject to a minimum four (4) year years vesting schedule calling for vesting no faster than the following, counting from the applicable grant date with respect to the issued options: fifty percent (50%) at the end of twenty-four (24) months, twenty-five percent (25%) each at of the end options in respect of thirtysuch employee will vest on the first anniversary of the grant date, thereafter, the remaining seventy-six five percent (3675%) months of the options in respect of such employee will vest annually in equal installments over the next three (3) years. To the extent practicable under the PRC laws, the Group Companies shall cause to be filed and forty-eight (48) monthsregistered 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 (including the affirmative 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 Agreementdirector 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 at without cost upon resignation termination of the employment with cause or unilateral termination with causeof 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. Except as set forth in Section 7.7 of the Disclosure Schedule, after 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 22,600,000 191,663,158 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 optionsoptions or shares: fifty percent (50%) at the end of twenty-four (24) months, twenty-five percent (25%) each at the end first anniversary of thirty-six (36) months the grant date, the second anniversary of the grant date, the third anniversary of the grant date and forty-eight (48) monthsthe 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 (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)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 at without cost upon resignation termination of the employment with cause or unilateral termination with causeof 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. Except as set forth in Section 7.7 of the Disclosure Schedule, after 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 22,600,000 191,663,158 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions). Except as unanimously 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 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 optionsoptions or shares: fifty percent (50%) at the end of twenty-four (24) months, twenty-five percent (25%) each at the end first anniversary of thirty-six (36) months the grant date, the second anniversary of the grant date, the third anniversary of the grant date and forty-eight (48) monthsthe 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 (including the vote of a Series A Directors and Series B Directors and Series C Director (as defined in Section 8.1 affirmative votes of the Amended and Restated directors appointed by the 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 (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 at without cost upon resignation termination of the employment with cause or unilateral termination with causeof 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.