Initial Option Award. The Board or any committee of the Board (the “Committee”) appointed to administer the Company’s Equity Incentive Plan, as may be amended from time to time (the “Stock Plan”) shall award Executive as of the Effective Date, options to purchase one hundred thirty thousand (130,000) shares of the Company’s common stock, $0.001 par value per share, having an exercise price equal to the fair market value of one share of the Company’s common stock as of the Effective Date as determined by the Board or Committee at the earliest practicable time, which options shall be subject to certain restrictions (the “Initial Options Award”). The Initial Options Award shall vest in four (4) equal amounts on the first, second, third and fourth anniversaries of the Effective Date, provided that Executive is employed on each vesting date. The Initial Options Award shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Stock Plan and shall be evidenced by an Incentive Stock Option Agreement in the form approved by the Board or Committee. As a condition to receiving the Initial Options Award, Executive shall become party to the Stockholders Agreement dated May 2, 2005, as amended from time to time, by and among the Company and certain holders of the Company’s securities, and, if requested, Executive shall also execute and deliver a letter in a form approved by the Company’s underwriters agreeing not to sell any shares of Company common stock during a customary period following the completion of an initial public offering of the Company’s common stock.
Initial Option Award. The Company shall make an award to the Executive under the Stock Plan within 90 days of the Effective Date of a nonqualified option to purchase 540,000 shares of the Company's common stock at a per share price equal to the fair market value of the common stock on the grant date (which will be the Effective Date) and an exercise period equal to five (5) years (the "Initial Option"), subject to the following:
(i) For purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") shareholders of the Company voted and approved the Board of Directors to provide the Executives with new employment packages at the annual meeting.
(ii) Subject to the foregoing subsection 3(c)(i), the Initial Option shall vest and become exercisable based upon the Company's performance, in accordance with the option vesting formula utilized for other Company executives under the Stock Plan as provided in the Executive's stock option agreement.
(iii) The foregoing award of the Initial Option shall be evidenced by a stock option agreement which is attached hereto as Exhibit C and made a part of this Agreement.
Initial Option Award. Immediately following the Commencement Date, and contingent upon the Closing of the Transaction, the Employee shall receive an option to purchase Common Stock under the equity-based incentive compensation plans adopted by the Company for which senior executives are generally eligible. The amount of Common Stock subject to such option shall equal One and Seventy-Five Hundredths percent (1.75%) of all issued and outstanding common stock of the Company plus issued and outstanding warrants calculated immediately following the Closing Date. The exercise price per share of Common Stock shall equal the fair market value of the Common Stock on the date of grant. The option shall vest over four years with Twenty-Five percent (25%) vesting at the first anniversary following Commencement Date and then an additional Two and Eight Hundred Thirty-Three Ten Thousandths percent (2.0833%) vesting at the end of each month thereafter for a period of 36 months.
Initial Option Award. It will be recommended at the first regularly scheduled meeting of the Board or an appropriate committee thereof (the “Meeting”) occurring after the date of entry into this Agreement by the Company and Executive that Executive be granted an option (the “Initial Option”) to purchase 500,000 shares of the Company’s common stock (the “Initial Option Shares”). The price per share of any approved Initial Option will be determined at such meeting in the sole discretion of the Board or any committee thereof. It will be recommended that the Initial Option Shares shall vest as follows: one quarter (1/4) of the Initial Option Shares shall vest on the first anniversary of the date that Executive begins performing services as President and Chief Executive Officer, and one forty-eighth (1/48) of the Initial Option Shares shall vest each monthly anniversary thereafter until all such Initial Option Shares have vested, based on Executive’s continued status as a service provider to the Company on each such date. If the Board fails to approve the recommended Initial Option Shares in an amount equal to or greater, as provided in this Subsection, then this action shall constitute Termination for Good Reason as provided in this Agreement.
Initial Option Award. The Company shall make an award to the Executive under the Stock Plan on the Effective Date of ten-year options, with restorative stock option rights, to purchase an aggregate of 3,240,000 shares of the Company's common stock at $28.375 per share (the "Initial Options"), subject to the following:
(i) Options to acquire 1,240,000 shares shall vest and become exercisable at the rate of 20% per year on each of the first five anniversaries of the Effective Date.
(ii) Options to acquire 1,000,000 shares shall vest and become exercisable at the rate of 20% per year on each of the first five anniversaries of the Effective Date, provided, however, all such Options shall vest and become immediately exercisable on the date on which the closing price of the Company's common stock as reported on the New York Stock Exchange Composite Transactions Tape is at or above $50 per share (adjusted in accordance with Section 10 of the Stock Plan to reflect changes in the Company's corporate or capital structure), provided further that, subject to clause (iv) below, no such options shall become exercisable prior to the sixth-month anniversary of the Effective Date.
(iii) Options to acquire 1,000,000 shares shall vest and become exercisable at the rate of 20% per year on each of the first five anniversaries of the Effective Date, provided, however, all such Options shall vest and become immediately exercisable on the date on which the closing price of the Company's common stock as reported on the New York Stock Exchange Composite Transactions Tape is at or above $60 per share (adjusted in accordance with Section 10 of the Stock Plan to reflect changes in the Company's corporate or capital structure), provided further that, subject to clause (iv) below, no such options shall become exercisable prior to the sixth-month anniversary of the Effective Date.
(iv) To the extent not previously vested, all such options shall become fully vested and exercisable on the earlier of a Change of Control or the Executive's termination of employment by reason of death, Disability, termination by the Company without Cause, or Constructive Discharge. To the extent not previously vested, all such options shall be immediately forfeited in the event of a termination of the Executive's employment for Cause or upon the Executive's resignation from the employ of the Company other than pursuant to a Constructive Discharge.
(v) To the extent exercisable on the date of the Executive's termination of employme...
Initial Option Award. As of the execution of this Agreement, the Executive shall be granted an option (the "Initial Option") to purchase 50,000 shares of the common stock of the Company, par value $.001 per share ("Common Stock"), at an exercise price equal to the fair market value per share of Common Stock on the date of grant. The Initial Option shall be immediately exercisable with respect to 1/3 of the shares of Common Stock subject thereto, and, unless accelerated pursuant to another provision of this Agreement, the remainder will become exercisable in cumulative 1/3 increments on the first and second anniversaries of the Effective Date, such that the Initial Option will become 100% exercisable on the second anniversary of the Effective Date. The Initial Option shall have a 10 year term. The Initial Option shall be granted pursuant to the 1997 Stock Option Plan, or other plan having substantially similar terms and benefits, including having a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Option Plan"). The Initial Option is intended to be an "incentive stock option" within Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the maximum extent possible. The Initial Option will be evidenced by an option agreement between the Company and the Executive.
Initial Option Award. Employee shall be granted an option (the "Initial Option") to purchase 150,000 shares of common stock of the Company under the CEO Direct Reports Annual Option Grant Program ("Option Program") on the first date on or following the Effective Date the Compensation Committee approves such grant. The Initial Option shall have an exercise price per share equal to the fair market value per share of such stock on the date of grant. The Initial Option shall be subject to the standard terms for option grants made under that program.
Initial Option Award. On the day that is thirty calendar days following the Effective Date the Company shall grant to the Executive an option to purchase 95,000 shares of common stock of the Company (the “Initial Option”), which option shall be exercisable at the fair market value of the common stock on the grant date. The shares that are subject to the Option shall vest and become exercisable in monthly installments over four (4) years beginning on the first month after the Effective Date of the Agreement. Provided, in each case, that the Executive remains in the employ of the Company through each such monthly vesting date. Each vested Option shall have a term of ten years and be exercisable by the Executive at any time during such ten-year period. The Option shall have a term of ten years and shall be subject to the terms and conditions of the RXi Pharmaceuticals Corporation 2012 Long Term Incentive Plan.
Initial Option Award. Subject to the prior approval of the Board (or the Compensation Committee of the Board), the terms of the Company’s 2019 Equity Incentive Plan or other newly adopted equity incentive plan of the Company (the “Plan”) and the form of stock option agreement issued thereunder, the Company will issue the Executive a stock option to purchase (the “Initial Option Award”) 350,000 shares of the Company’s common stock (the “Initial Shares”). The Initial Option Award shall include the following additional terms: (1) the exercise price per share for the Initial Shares shall be equal to the per share fair market value of the Company’s common stock as reflected in the 409A valuation report obtained by the Company following the Effective Date; (2) subject to the Executive’s continued employment with the Company and the terms and conditions of the Plan, the Initial Shares subject to the Initial Option Award shall vest and become exercisable in equal monthly installments on the last day of each month over the thirty-six (36) months following the Effective Date; and (3) upon the occurrence of a Change of Control and if in connection with such Change of Control the Company (or any successor entity) terminates the Executive’s employment without Cause or the Executive resigns the Executive’s employment for Good Reason, then the Initial Shares shall fully vest and become exercisable immediately prior to the effectiveness of such Change of Control, subject to the terms and conditions of this Agreement, the Initial Option Award and the Plan.
Initial Option Award. The Board or any committee of the Board (the “Committee”) appointed to administer the Company’s Equity Incentive Plan, as may be amended from time to time (the “Stock Plan”) shall award Executive on the Effective Date, options to purchase one hundred sixty thousand (160,000) shares of the Company’s common stock, $0.001 par value per share, having an exercise price equal to the fair market value of one share of the Company’s common stock as reported by NASDAQ closing quote on the Effective Date, which options shall be subject to certain restrictions (the “Initial Options Award”). The Initial Options Award shall vest in four (4) equal and successive increments of forty thousand (40,000) shares on the first, second, third and fourth anniversaries of the Effective Date, provided that Executive is employed on each vesting date. The Initial Options Award shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Stock Plan and shall be evidenced by an Incentive Stock Option Agreement in the form approved by the Board or Committee.
