Common use of Inducement Stock Options Clause in Contracts

Inducement Stock Options. In accordance with the terms approved by Board or the Company’s Compensation Committee of the Board, the Executive shall receive the following equity grants (the “Inducement Options”): (a) a time-based option to purchase one million, three hundred and fifty thousand (1,350,000) shares of Company common stock; and (b) a performance-based option to purchase two hundred and fifty thousand (250,000) shares of Company common stock, in each case having an exercise price equal to the fair market value of Company common stock, as reported by the Nasdaq Global Select Market, on the first date of Executive’s employment (the “Grant Date”). The Inducement Options serve as an inducement material to Executive entering into employment with the Company and will be granted under the Company’s Inducement Plan as non-statutory stock options. The 1,350,000 share time-based option shall become exercisable and vest with respect to 12.5% of the shares subject to the time-based option on the six-month anniversary of the Executive’s first date of employment and with respect to remaining shares subject to the time-based option on each monthly anniversary of the Executive’s first date of employment in equal installments over 42 months thereafter. The 250,000 share performance-based option shall vest upon regulatory approval by the FDA for the first imetelstat indication. The vesting of the Inducement Options shall be subject to Executive’s continued service to the Company through the applicable vesting dates, provided, that upon the occurrence of a Change of Control, subject to Executive’s continued service to the Company through the date of such Change of Control, the 1,350,000 share time-based option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. For the 250,000 share performance-based option, upon occurrence of a Change of Control in which the successor or surviving entity does not assume, continue or substitute for the unvested portion of the option, such performance-based option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. The Inducement Options otherwise shall be subject to and governed in all respects by the terms of the Inducement Plan and the respective stock option agreements for each option grant to be entered into between the Company and Executive.

Appears in 2 contracts

Samples: Employment Agreement (Geron Corp), Employment Agreement (Geron Corp)

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Inducement Stock Options. In accordance with the terms approved by Board or the Company’s Compensation Committee of the Board, the Compensation Committee of the Board shall grant Executive shall receive the following equity grants (the “Inducement Options”): ” to purchase: (a) Seven Hundred Fifty Thousand (750,000) shares of Company common stock (b) a time-based performance option to purchase one million, three hundred and fifty thousand of Two Hundred Fifty Thousand (1,350,000250,000) shares of Company common stock; , and (bc) a performance-based performance option to purchase two hundred and fifty thousand of Five Hundred Thousand (250,000500,000) shares of Company common stock, in each case having an exercise price equal to the fair market value of Company common stock, as reported by the Nasdaq Global Select Market, on the first date of Executive’s employment (the “Grant Date”). The Inducement Options serve as an inducement material to Executive entering into employment with the Company and will be granted under the Company’s Inducement Plan as non-statutory stock options. The 1,350,000 750,000 share time-based option Inducement Option shall become exercisable and vest with respect to 12.5% of the shares subject to the time-based option Inducement Option on the six-month anniversary of the Executive’s first date of employment and with respect to remaining shares subject to the time-based option Inducement Option on each monthly anniversary of the Executive’s first date of employment in equal installments over 42 months thereafter. The 250,000 share performance-based option performance Inducement Option shall vest upon acceptance for review by the United States Food and Drug Administration (“FDA”) of a New Drug Application submission for the first imetelstat indication. The 500,000 share performance Inducement Option shall vest upon regulatory approval by the FDA for the first imetelstat indication. The vesting of all three of the Inducement Options shall be subject to Executive’s continued service to the Company through the applicable vesting dates, provided, that upon the . Upon occurrence of a Change of Control, subject to Executive’s continued service to the Company through the date of such Change of Control, the 1,350,000 750,000 share time-based option Inducement Option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. For each of the 250,000 share performance-based optionand 500,000 share performance options, upon occurrence of a Change of Control in which the successor or surviving entity does not assume, continue or substitute for the your unvested portion of the option, such performance-based the option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. The Inducement Options otherwise shall be subject to and governed in all respects by the terms of the Inducement Plan and the respective stock option agreements for each option grant appropriate Inducement Stock Option Agreement to be entered into between the Company and Executive.

Appears in 1 contract

Samples: Employment Agreement (Geron Corp)

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Inducement Stock Options. In accordance with the terms approved by Board or the Company’s Compensation Committee of the Board, the Compensation Committee of the Board shall grant Executive shall receive the following equity grants options (the “Inducement Options”): ) to purchase: (a) a time-based option to purchase one million, three seven hundred and fifty thousand (1,350,000700,000) shares of Company common stock; and (b) a performanceperformance option of two-based option to purchase two hundred and fifty thousand (250,000) shares of Company common stock, in each case having an exercise price equal to the fair market value of Company common stock, as reported by the Nasdaq Global Select Market, on the first date of Executive’s employment (the employment(the “Grant Date”). The Inducement Options serve as an inducement material to Executive entering into employment with the Company and will be granted under the Company’s Inducement Plan as non-statutory stock options. The 1,350,000 700,000 share time-based option Inducement Option shall become exercisable and vest with respect to 12.5% of the shares subject to the time-based option Inducement Option on the six-month anniversary of the Executive’s first date of employment and with respect to remaining shares subject to the time-based option Inducement Option on each monthly anniversary of the Executive’s first date of employment in equal installments over 42 months thereafter. The 250,000 share performance-based option performance Inducement Option shall vest upon vest upon regulatory approval by the FDA for the first imetelstat indication. The vesting of both of the Inducement Options shall be subject to Executive’s continued service to the Company through the applicable vesting dates, provided, that upon the occurrence of a Change of Control, subject to Executive’s continued service to the Company through the date of such Change of Control, the 1,350,000 700,000 share time-based option Inducement Option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. For the 250,000 share performance-based optionperformance Inducement Options, upon occurrence of a Change of Control in which the successor or surviving entity does not assume, continue or substitute for the unvested portion of the option, such performance-based option performance Inducement Option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto. The Inducement Options otherwise shall be subject to and governed in all respects by the terms of the Inducement Plan and the respective stock option agreements for each option grant Inducement Stock Option Agreement to be entered into between the Company and Executive.

Appears in 1 contract

Samples: Employment Agreement (Geron Corp)

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