Inducement Grant. The Option was granted to the Participant pursuant to the inducement grant exception under NASDAQ Stock Market Rule 5635(c)(4), and not pursuant to the Company’s 2010 Stock Incentive Plan (the “Plan”) or any equity incentive plan of the Company, as an inducement that is material to the Participant’s employment with the Company.
Inducement Grant. The RSUs were granted to the Participant pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4), and not pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”) or any equity incentive plan of the Company, as an inducement that is material to the Participant’s employment with the Company.
Inducement Grant. Restricted Stock Unit Agreement
Inducement Grant. On the Effective Date, the Company shall also grant to Executive, under the Stock Plan, 25,250 shares of restricted stock and an option to purchase 33,150 shares of Company stock (the “Inducement Grant”). The Inducement Grant shall be made in accordance with, and subject to, the terms of the Stock Plan and applicable law. The stock option award portion of the Inducement Grant shall vest in four (4) equal installments on each of the first four (4) anniversaries of the grant date, and will be in the form and substance as set forth in Exhibit C to this Agreement. The restricted stock award portion of the Inducement Grant will be in the form and substance as set forth in Exhibit D to this Agreement.
Inducement Grant. Subject to approval by the Company’s Board and as a material inducement to you agreeing to become employed by the Company, as soon as practicable following the Effective Date, the Company will grant you (i) nonqualified stock options to purchase a number of shares of the Company’s common stock equal to 0.75% of the total outstanding shares of the Company’s common stock as of the Effective Date with an exercise price equal to the fair market value of the underlying shares on the date of grant as determined by the Board (the “Inducement Options”) and (ii) a number of restricted stock units (the “Inducement RSUs”) equal to 0.25% of the total outstanding shares of the Company’s common stock as of the Effective Date. The Inducement Options will vest over a four year period following your grant date, with 25% of the Inducement Options vesting on the first anniversary of your initial grant date, and the remainder vesting in 36 equal monthly installments on each monthly anniversary thereafter, in each case, subject to your continued services with the Company through the applicable vesting dates. The Inducement RSUs will vest over a four-year period following your initial grant date, with 25% of the RSUs vesting on each anniversary of your grant date, in each case, subject to your continued services with the Company through the applicable vesting dates. The Inducement Options and Inducement RSUs will be governed by the terms of the related award agreements, the Company’s 2018 Equity Inducement Plan and the terms and conditions approved by the Board. The Inducement Options and Inducement RSUs will be granted in compliance with NASDAQ Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company.
Inducement Grant. As an inducement for entering into the Agreement, Executive shall be granted a stock option to purchase 200,000 shares of Common Stock at an exercise price of $1.65 per share (the “Inducement Option”). The Inducement Option shall be governed by the Plan. . The Inducement Option shall be 100% vested on the grant date and have a term of 7 years. The vested Performance Options shall remain exercisable for: (i) the remaining term of the option if Executive is no longer employed by the Company as a result of terminated without Cause or with Good Reason. In the event Executive is no longer employed for any other reason such as death or disability, the terms of the Plan shall govern. In connection with such grant, the Executive shall enter into the Company’s standard stock option agreement which will incorporate the terms described in this paragraph.
Inducement Grant. Subject to approval by the Company’s Board and as a material inducement to you agreeing to become employed by the Company, as soon as practicable following the Effective Date, the Company will grant you nonqualified stock options to purchase a number of shares of the Company’s common stock equal to 1.00% of the total outstanding shares of the Company’s common stock as of the Effective Date with an exercise price equal to the fair market value of the underlying shares on the date of grant as determined by the Board (the “Inducement Options”). The Inducement Options will vest over a four-year period following your grant date, with 25% of the Inducement Options vesting on the first anniversary of your grant date, and the remainder vesting in 36 equal monthly installments on each monthly anniversary thereafter, in each case, subject to your continued services with the Company through the applicable vesting dates. The Inducement Options will be governed by the terms of the related award agreement, the Company’s 2018 Equity Inducement Plan and the terms and conditions approved by the Board. The Inducement Options will be granted in compliance with NASDAQ Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company.
Inducement Grant. The Restricted Shares covered by this Grant are granted as an inducement grant, not under any stock incentive plan adopted by the Company. Notwithstanding, this Agreement shall be construed as if such Restricted Shares had been granted under the Company’s 2002 Stock Option and Incentive Plan (the “Plan”) in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, except for any limitations therein that are inconsistent with this grant. Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the Plan.
Inducement Grant. Subject to approval by the Company’s Board and as a material inducement to you agreeing to become employed by the Company, the Company will grant you nonqualified stock options to purchase 44,650,058 shares of the Company’s common stock as soon as practicable following the Effective Date and with an exercise price equal to the fair market value of the underlying shares on the date of grant as determined by the Board (the “Inducement Options”). The Inducement Options will be governed by the terms of the related award agreement, the Company’s 2018 Equity Inducement Plan and the terms and conditions approved by the Board. The Inducement Options will be granted in compliance with NASDAQ Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company. For the avoidance of doubt, the Inducement Options are in full satisfaction of those certain Replenishment Options referenced in that certain Consulting Agreement entered into between you and Spyre Therapeutics, Inc. as of May 8, 2023 (the “Consulting Agreement”). You acknowledge and agree that you are not entitled to any other compensation pursuant to the Consulting Agreement.
Inducement Grant. The RSUs are granted under the inducement grant exemption under the rules of the New York Stock Exchange. Accordingly, except for those terms of the Company’s 2018 Long Term Incentive Plan (as may be amended from time to time, the “Plan”) expressly referenced herein, the award is not subject to the terms of any equity compensation plan of the Company. Where provisions of the Plan are expressly referenced below, the Participant shall be a “Participant” for purposes of the Plan provisions, this RSU award shall be an “Award” for purposes of such Plan provisions and any other defined term used therein that is not separately defined in this Agreement shall have the meaning given to it in the Plan.
