Incentive Equity Awards. In connection with your ongoing employment, the Company may propose to the Board from time to time, that a stock option grant be made to you of Company’ common stock pursuant to the Company’s 2018 Equity Incentive Plan (the “Proposed Grant”). Any Proposed Grant will be subject to the terms and conditions of a Option Agreement to be entered into by you and the Company. Your ownership of the common stock will be subject to a vesting schedule and will be contingent on your continued employment or continuous service as a consultant or advisor with the Company.
Incentive Equity Awards. During the Employment Period, and for so long as the Company offers an incentive equity plan similar to the Company’s 2021 Incentive Equity Plan (the “Incentive Equity Plan”), Executive will be eligible to receive grants under each such Incentive Equity Plan, the specific amount of which shall be in the sole discretion of the Company’s Board or the compensation committee thereof, as applicable. In addition, Company and Employee agree that as consideration for entering into this Agreement:
(i) Company shall cancel option grant ES-14703, granted to Executive as of September 28, 2021 with an exercise price of $26.46 in the amount of 500,000 options (the “Cancellation”); and
(ii) In exchange for the Cancellation, the Company shall grant to Executive 500,000 Restricted Stock Units (“RSUs”) under the Better Holdco, Inc. 2017 Equity Incentive Plan (the “2017 EIP”). The RSUs will vest and be settled in shares of the Company’s common stock upon satisfaction of both the Time Vesting Condition and Liquidity Vesting Condition as set forth below and subject to such other terms and conditions as set forth in the Company’s standard form RSU award agreement:
(A) Time Vesting Condition: Executive will time vest in 14/48ths of the RSUs on the grant date, and thereafter shall time vest in 1/48ths of the RSUs on the first business day of each month, such that the RSUs will be fully time vested as of July 1, 2025. Each installment that is due to vest will be rounded down to the nearest full number of options, with the remaining number of options vesting on the last vesting date.
Incentive Equity Awards. During the Employment Period, Executive shall be eligible to participate in the Company’s 2006 Stock Incentive Plan and any successor or replacement plan, in accordance with the terms of the Stock Plan and any applicable grants (except as provided herein), at a level determined by the Compensation Committee.
Incentive Equity Awards. During the Employment Period, and for so long as the Company offers an incentive equity plan similar to the Company’s 2017 Equity Incentive Plan (the “Incentive Equity Plan”), Executive will be eligible to receive grants under each such Incentive Equity Plan, the specific amount of which shall be in the sole discretion of the Company’s Board or the compensation committee thereof, as applicable.
Incentive Equity Awards. You were recently granted an option to acquire 90,610 shares of common stock of the Parent and restricted stock units with respect to 47,250 shares of common stock of the Parent, each pursuant to separate award agreements. In the event of a Change in Control, all outstanding and unvested Parent Incentive Equity (as defined below) held by you shall become vested and, in the case of options, exercisable, as of immediately prior to the occurrence of the Change in Control.
Incentive Equity Awards. In the event of a Change in Control, all outstanding and unvested Parent Incentive Equity (as defined below) held by you shall become vested and, in the case of options, exercisable, as of immediately prior to the occurrence of the Change in Control.
Incentive Equity Awards. All Company Options, Company RSUs and Company SARs have been granted in accordance with the terms of the Company Equity Plans. Each Company Option and Company SAR has been granted with an exercise price that is no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the Code, if applicable. Each Company Option is intended to be exempt under Section 409A of the Code. Each Company RSU is intended to be exempt under Section 409A of the Code. Each Company SAR is intended to be exempt under Section 409A of the Code. The Company has made available to Parent, accurate and complete copies of:
(i) the Company Equity Plans;
(ii) the forms of standard award agreement under the Company Equity Plans;
(iii) copies of any award agreements that materially deviate from such forms; and
(iv) a list of all outstanding equity and equity-based awards as of the Capitalization Date granted under any Company Equity Plan, identifying the holder, grant date, exercise price, vesting terms, form of award, expiration date, and number of shares underlying such award. The treatment of the Company Options, Company RSUs and Company SARs under this Agreement does not violate the terms of the applicable Company Equity Plan or any Contract governing the terms of such awards.
Incentive Equity Awards. (i) On April 15, 2008, the Company granted to Executive as a sign-on bonus (the “2008 Special Grant”) 220,000 restricted stock units and 500,000 options (with an exercise price of $25.69), subject to forfeiture in the event (and, in the case of clause (B) below, to the extent) either of the following conditions subsequent is not satisfied: (A) this Agreement is executed by the parties hereto by May 1, 2008; and (B) the Company’s stockholders approve an amendment to the 2003 Incentive Compensation Plan (or a new equity compensation plan) that provides for a sufficient increase in the number of shares of common stock of the Company available for the 2008 Special Grant by the applicable vesting date (in the case of restricted stock units) or the date of exercise (in the case of options). Subject to the approval of the Company’s stockholders of an amendment to the 2003 Incentive Compensation Plan (or a new equity compensation plan) that provides for a sufficient increase in the number of shares of common stock of the Company available for equity awards, during the Term, the Company shall grant to Executive no later than May 1, 2009 (the “2009 Special Grant”) and April 30, 2010 (the “2010 Special Grant” and, collectively with the 2008 Special Grant and the 2009 Special Grant, the “Special Equity Grants” and each, individually, a “Special Equity Grant,” with the respective date each Special Equity Grant is made being the “Grant Date” thereof) at least 50,000 restricted stock units and at least 50,000 options as part of (and not in addition to)_the compensation outlined in Section 3(c) above. Each Special Equity Grant shall be granted under and subject to the terms and conditions of the Company’s 2003 Incentive Compensation Plan, as amended and restated, or an applicable successor plan (in either case, the “Equity Plan”) and a restricted stock unit and option agreement in the form attached hereto as Exhibit A to be entered into with respect to such Special Equity Grant by and between the Company and Executive (each, an “Equity Agreement”); provided, however, that the parties hereby agree, and the Equity Agreements shall respectively provide, that the options comprising the Special Equity Grants shall have an exercise price equal to 100% of the fair market value of the common stock of the Company on the applicable Grant Date thereof, that all vested restricted stock units shall receive dividend equivalents, and that each Special Equity Grant shall vest with respec...
Incentive Equity Awards. The Executive has previously received equity awards pursuant to the Prior Agreement.
Incentive Equity Awards. Subject to approval by the Board, and as a material inducement to you entering into employment with the Company, the Company will grant to you an option to purchase 201,800 shares of the Company’s common stock at a price per share equal to the fair market value per share of the Company’s common stock on the date of grant (the “Proposed Grant”). The Proposed Grant will be subject to a vesting schedule as follows: one quarter of the shares subject to the option will vest on the first anniversary of the Start Date, and following that, 1/36th of the remaining shares subject to the option will vest on a monthly basis, contingent on your continued employment with the Company. In connection with your ongoing employment, the Company may propose to the Board from time to time, that a stock option grant be made to you of Company’ common stock pursuant to the Company’s 2018 Equity Incentive Plan (an “Additional Grant”). Any Proposed Grant or Additional Grant will be subject to the terms and conditions of an Option Agreement to be entered into by you and the Company. Your ownership of the common stock will be subject to a vesting schedule and will be contingent on your continued employment or continuous service as a consultant or advisor with the Company. The Board may also, in its discretion, award you additional stock option grants or other equity awards subject to time based and/or performance based vesting. The terms of the equity incentive plan and any associated award agreement (collectively the “Equity Documents”) shall apply to any equity grant. In the event of any conflict between the terms set forth in this Agreement and the terms of the Equity Documents, the terms of the Equity Documents shall control.
