Common use of NOTICE OF STOCK OPTION GRANT Clause in Contracts

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of Grant: August 6, 2001 Vesting Commencement Date: August 6, 2001 Exercise Price per Share: $0.128 per share Total Number of Shares Granted: 1,500,000 Total Exercise Price: $192,000.00 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 6, 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: This Option shall vest and become exercisable according to the following schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafter, with respect to twenty-five percent (25%) of the Shares on each successive twelve-month anniversary following the one-year anniversary of the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Drkoop Com Inc)

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NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You ("Optionee") have been granted an option to purchase Common Stock : Xxxxxxx Xxxxxxxxx Date of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: August 14, 2008 Date of Grant: August 6February 27, 2001 2008 Vesting Commencement Date: August 6November 23, 2001 2007 Exercise Price per Share: $0.128 per share 15.00 Total Number of Shares Granted: 1,500,000 49,887 Total Exercise Price: $192,000.00 748,305.00 Term/Expiration Date: 2/27/2018 Qualifying Acquisition Price Per Share $44.00 Trading Target Price Per Share $44.00 Type of Option: Non-Qualified Stock Option Term/Expiration DateExercise Schedule: August 6, 2008 (Seventh anniversary of Date of Grant) ¨ Same as Vesting Schedule ý Early Exercise and Permitted Vesting Schedule: This Option is exercisable immediately, in whole or in part, at such times as are established by the Administrator, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Shares. This Option or, if exercised prior to vesting, the Shares subject to this Option, shall vest and vest, become exercisable and/or be released from the Company’s Repurchase Option, as set forth in the Restricted Stock Purchase Agreement attached hereto as Exhibit B-1, according to the following schedule: 2 Subject to the following paragraphsOptionee’s continued employment with the Company, this the Option or Shares, as applicable, shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") in full on the Option's Vesting Commencement Date, and thereafter, with respect to twenty-five percent (25%) of the Shares on each successive twelve-month anniversary following the one-year seventh anniversary of the Option's Vesting Commencement Date specified above (each, a "the “Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director the event that either a Qualifying Acquisition occurs or Consultant as of each the Trading Price Target is achieved prior to the Vesting Date. Notwithstanding , then the foregoingexercisability and vesting of the Option or Shares, this as applicable, shall be accelerated and the Option or Shares, as applicable, shall vest in full on the date on which the Qualifying Acquisition occurs or the Trading Price Target is achieved, provided, further, that if the Optionee ceases to be employed by the Company by reason of a termination of employment by the Company without Cause, by Optionee for Good Reason or due to the Optionee’s death or Disability (each as defined in that certain employment agreement between the Company and become exercisable Optionee of even date herewith), in any case, prior to the vesting of the Option or the Shares, as applicable, then the Option or the Shares, as applicable shall thereupon vest with respect to one hundred percent (100%) that number of Shares determined by multiplying the number of unvested Shares subject to the Option immediately prior to the earlier of or unvested Shares, as applicable, by a fraction, (i) Optionee's termination the numerator of employment with which equals the Company for Good Reason or by number of full months elapsed from the Company for any reason other than CauseDate of Grant through the date of termination, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result denominator of which at least a majority equals eighty-four (84). For purposes of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.this Agreement:

Appears in 1 contract

Samples: Employment Agreement (Belvedere SoCal)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You Name of Executive: Xxxxxx Xxxxx Total Number of Common Shares Subject to Option: 75,000 Type of Option: Inducement stock option under Listing Rule 5635(c)(4), Nonstatutory stock option ("Optionee"NSO) have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth belowExercise Price: $4.32 Date of Grant: August 6January 2, 2001 2024 Expiration Date: January 2, 2034 Vesting Commencement Date: August 6, 2001 Exercise Price per Share: $0.128 per share Total Number of Shares Granted: 1,500,000 Total Exercise Price: $192,000.00 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 6, 2008 (Seventh anniversary of Date of Grant) Exercise and Grant Vesting Schedule: This Option shall vest and become exercisable according to the following schedule: 2 Subject to the following paragraphs, this The Option shall vest and become exercisable with respect to twenty-five percent (a) 25%) % of the shares of the Company's Common Stock Shares subject to the Option when you complete twelve (the "Shares"12) months of continuous Service beginning on the Option's Vesting Commencement Date, and (b) 2.083% of the Common Shares subject to the Option for each additional month of continuous Service that you complete thereafter, with respect to twenty-five percent (25%) such that 100% of the Shares Option is fully vested and exercisable on each successive twelve-month anniversary following the one-year fourth anniversary of the Option's Vesting Commencement Date (eachDate, a "Vesting Date")subject to your continued Service as of each such vesting date. Accelerated Vesting: The extent to which you may purchase Common Shares under the Option may be accelerated in the following circumstances: · if your Service is terminated by the Company without Cause or if you resign for Good Reason, commencing with then the first such anniversaryOption, such that this Option shall be to the extent outstanding and unvested, will become immediately vested and exercisable with respect to one hundred percent (100%) in the portion of the Shares Option that would have become vested and exercisable as if you had remained in continuous Service with the Company through the date that is twelve (12) months following your termination of Service; · in the event that any transaction resulting in a Change in Control occurs, and within three (3) months prior to the Change in Control, on the third anniversary Change in Control, or within twelve (12) months after the Change in Control, your Service is terminated by the Company without Cause or if you resign for Good Reason, then 100% of the Option's Vesting Commencement Datethen-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control; providedor · in the event of a termination of your Service due to your Disability or your death, howeverthen 100% of the then-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, that Optionee has remained and contingent upon, the Change in Continuous Status as Control. Termination Period: The Option will be exercisable for three (3) months after you cease to be an Employee, Director unless such termination is due to your death or Consultant Disability, in which case the Option will be exercisable for twelve (12) months after the date of your death or six (6) months after your Disability, as of each Vesting Dateapplicable. Notwithstanding the foregoing, this in no event may the Option shall vest be exercised after the Expiration Date as provided above and become exercisable with respect to one hundred percent (100%) of the Shares may be subject to earlier termination as provided in the Terms and Conditions of Inducement Stock Option immediately prior Award attached as Exhibit A hereto. This Award is not issued under the Company’s 2023 Equity Incentive Plan or any other plan. This Award is granted to the earlier of (i) Optionee's termination of you in connection with your entry into employment with the Company for Good Reason and is an inducement material to your entry into employment within the meaning of Listing Rule 5635(c)(4). The Company may, in its sole discretion, deliver any documents relating to the Option and the Agreement that the Company is required to deliver to you by email or other electronic means. You hereby consent to receive such documents by electronic delivery and any online or electronic system established and maintained by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, another third party designated by the persons or entities who held Company. By your signature and the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all signature of the Company's assets’s representative below, whether in one transaction or a series of related transactions; or (c) individuals who on you and the date hereof constitute Company agree to the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction Option terms described in clause (a) this Agreement, including the Terms and Conditions of Inducement Stock Option Award, attached hereto as Exhibit A, all of which are made a part of this document. You acknowledge that you have reviewed this Agreement and Exhibit A and Exhibit B attached to this Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement and its attached exhibits. You hereby agree to accept as binding, conclusive and final all decisions or (b) above) whose nomination and/or election interpretations of the Administrator upon any questions relating to this Agreement, including its exhibits. You further agree to notify the Company upon any change in the residence address you provide to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.Company. By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx President and Chief Executive Officer Xxxxxx Xxxxx

Appears in 1 contract

Samples: Inducement Stock Option Agreement (Alimera Sciences Inc)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You Unless otherwise defined herein, the terms defined in the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan ("Optionee"the “Plan”) will have the same defined meanings in this Global Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”). Participant Name: ###ParticipantName### Address: ###ParticipantAddress### The undersigned Participant has been granted an option Option to purchase Common Stock of Biosciences of California, Inc. (the Company”), subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below, as follows: Date of GrantGrant Date: August 6, 2001 ###GrantDate### Grant ID: ###GrantID### Vesting Commencement Date: August 6, 2001 ###GrantDate### Exercise Price per Share: $0.128 per share Share (in U.S. Dollars): ###GrantPrice### Total Number of Shares Granted: 1,500,000 Total Exercise Price: $192,000.00 Type of Subject to Option: Non-Qualified Stock Option ###AwardsGranted### Grant Type: ###GrantType### Term/Expiration Date: August 6###ExpirationDate### Subject to any acceleration provisions contained in the Plan or this Option Agreement or any other written agreement between Participant and the Company or any applicable Subsidiary of the Company governing the terms of this Option, 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: This this Option shall will be scheduled to vest and become exercisable according to be exercisable, in whole or in part, in accordance with the following schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty[Twenty-five percent (25%) of the shares Total Number of Shares Subject to Option will be scheduled to vest on the one (1) year anniversary of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafterone forty-eighth (1/48th) of the Total Number of Shares Subject to Option will be scheduled to vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, with respect on the last day of the month), subject to twentyParticipant continuing to be a Service Provider through such applicable vesting dates.] [Thirty-five three percent (2533%) of the Total Number of Shares Subject to Option will be scheduled to vest on the one (1) year anniversary of the Grant Date, and one thirty-sixth (1/36th) of the Total Number of Shares Subject to Option will be scheduled to vest each successive twelve-month anniversary following thereafter on the onesame day of the month as the Grant Date (and if there is no corresponding day, on the last day of the month), such that all Shares subject shall be fully vested on the three-year anniversary of the Option's grant date, subject to Participant continuing to be a Service Provider through such applicable vesting dates.] [One forty-eighth (1/48th) of the Total Number of Shares Subject to Option will be scheduled to vest each consecutive month on the same day of the month as the Vesting Commencement Date (eachand if there is no corresponding day, a "Vesting Date"), commencing on the last day of the month) beginning with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of month immediately following the Shares on month in which the third anniversary of the Option's Vesting Commencement Date; providedDate occurs, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares case subject to the Option immediately prior Participant continuing to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each be a Service Provider through such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directorsapplicable vesting dates.]

Appears in 1 contract

Samples: Global Stock Option Agreement (Pacific Biosciences of California, Inc.)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below, as follows: Date of Grant: August 6February 1, 2001 2000 Vesting Commencement Date: August 6February 1, 2001 2000 Exercise Price per Share: $0.128 per share 4.00 Total Number of Shares Granted: 1,500,000 5,000 Total Exercise Price: $192,000.00 20,000.00 Type of Option: Non-Qualified ¨ Incentive Stock Option Term/x Nonstatutory Stock Option Term/ Expiration Date: August 6Ten Years/February 1, 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: 2010 * Or earlier, pursuant to the termination period set forth below. This Option is exercisable immediately, in whole or in part, and shall vest and become exercisable according to the following vesting schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twentyOne-five percent sixteenth (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafter, with respect to twenty-five percent (25%) of the Shares on each successive twelve-month anniversary following the one-year anniversary of the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%1/16th) of the Shares subject to the Option immediately prior shall vest three months after the Vesting Commencement Date and on the last day of each three month anniversary thereafter, subject to your continuing to be a Service Provider on such dates. Notwithstanding the earlier of (i) Optionee's termination of employment with foregoing, if the Company for Good Reason merges with or by the Company for any reason other than Causeinto another entity, death sells all or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as substantially all of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of sharesits assets, or enters into any other similar transaction or series of related transactions (each a "Transaction") reorganization as a result of which the shareholders of the Company immediately prior to such transaction will not hold at least a majority 50% of the voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a “Change of Control Transaction”), then the Option shall become fully vested and exercisable simultaneously with the closing of the Change of Control Transaction (or, in the case of a merger, as of any earlier date that is necessary to permit the Optionee, if he exercises the Option in whole or in part, to receive the same per Share merger consideration (to the extent of Optioned Shares acquired upon exercise) that will be paid to the other holders of Shares). The Board shall notify the Optionee at least fifteen (15) days prior to the closing of a Change of Control Transaction (or at such earlier time as the Board, in its reasonable judgment, deems necessary to give effect to the intent of this provision), and such notification shall include a statement as to whether or not held, directly or indirectly, the Option will be assumed by the persons surviving or entities who held the Company's securities with voting power before purchasing entity or whether an equivalent, fully vested, substitute option will be provided by such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directorsentity.

Appears in 1 contract

Samples: Stock Option Agreement (Numerical Technologies Inc)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You ("Optionee") have The undersigned Optionee has been granted an option Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: DATE OF GRANT VESTING COMMENCEMENT DATE EXERCISE PRICE PER SHARE TOTAL NUMBER OF SHARES GRANTED TOTAL EXERCISE PRICE TYPE OF OPTION: [ ] Incentive Stock Option Agreement. The terms of your grant are set forth below: Date of Grant: August 6, 2001 Vesting Commencement Date: August 6, 2001 Exercise Price per Share: $0.128 per share Total Number of Shares Granted: 1,500,000 Total Exercise Price: $192,000.00 Type of Option: Non-Qualified [ ] Nonstatutory Stock Option TermTERM/Expiration DateEXPIRATION DATE: August 6, 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting ScheduleEXERCISE AND VESTING SCHEDULE: This Option is exercisable immediately, in whole or in part, and shall vest and become exercisable according to the following vesting schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafter, with respect to twenty-five percent (25%) of the Shares on each successive twelve-month anniversary following the one-year anniversary of the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) % of the Shares subject to the Option immediately shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to continued status as a Service Provider on such dates. In the event of a Change of Control that occurs while Employee is employed by the Company, one-fourth (1/4th) of the shares subject to the Option shall accelerate so as to become completely vested on the date the event constituting a Change of Control is consummated. The balance of the shares subject to the Option shall continue to vest on the same time schedule as existed prior to the earlier Change of (i) Optionee's termination Control. If the Change of employment with Control occurs in the Company first twelve months after the date vesting commences, 1/4th of the shares will vest upon the Change of Control and another 1/4th of the shares will vest twelve months after the Vesting Commencement Date, and 1/48th of the shares will continue to vest each month thereafter until fully vested. If the Change of Control occurs after the first twelve months after the date vesting commences, 1/4th of the shares will vest upon the Change of Control, and the remaining shares will continue to vest as to 1/48th of the shares each month thereafter until fully vested. Notwithstanding the foregoing, if such vesting acceleration would cause a contemplated Change of Control transaction that was intended to be accounted for Good Reason or by the Company as a "pooling-of-interests" transaction to become ineligible for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000accounting treatment under generally accepted accounting principles, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, determined by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election independent public accountants prior to the Board Change of Directors was approved by Control, Optionee's shares shall not have their vesting so accelerated. This Option shall be exercisable for thirty (30) days after Optionee ceases to be a vote of at least a majority of Service Provider. Upon Optionee's death or disability, this Option may be exercised for such longer period as provided in the Directors then still in office who either were Directors on Plan. In no event may Optionee exercise this Option after the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of DirectorsTerm/Expiration Date as provided above.

Appears in 1 contract

Samples: Stock Option Agreement (Broadcom Corp)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx Petxx Xxxxxx You ("Optionee") have been granted an additional option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of Grant: August 620, 2001 Vesting Commencement Date: August 620, 2001 Exercise Price per Share: $0.128 0.112 per share Total Number of Shares Granted: 1,500,000 Total Exercise Price: $192,000.00 168,000 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 620, 2008 (Seventh anniversary of Date of Grant) 2011 Exercise and Vesting Schedule: This Option shall vest and become exercisable according to the following schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twentythirty-five three and one-third percent (2533 1/3%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the one-year anniversary of the Option's Vesting Commencement DateDate of Grant, and thereafter, with respect to twentythirty-five three and one-third percent (2533 1/3%) of the Shares on each successive twelve-month anniversary following the one-year anniversary of the Option's Vesting Commencement Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement DateDate of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee, Director Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, in the event (a) of a Change in Control (as defined below) this Option shall immediately vest and become exercisable with respect to one hundred fifty percent (10050%) of the unvested Shares subject to the Option immediately prior to as of the earlier date of such Change in Control; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of the date of such Change of Control or (ib) Optionee's termination of that Optionee is terminated without Cause (as defined below) or terminates his employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined below), any unvested Options as of the date of such termination shall immediately vest and become exercisable. The terms Cause and Good Reason shall have the meanings ascribed to them in that certain Employment Agreement between the drkoop LifeCare, a Delaware corporation and a wholly-owned first-tier subsidiary of Company and Optionee, dated as of August 2220, 20002001, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Drkoop Com Inc)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx Xxxxxx Xxxxx You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below, as follows: Date of Grant: August 6February 1, 2001 2000 Vesting Commencement Date: August 6February 1, 2001 2000 Exercise Price per Share: $0.128 per share 4.00 Total Number of Shares Granted: 1,500,000 5,000 Total Exercise Price: $192,000.00 20,000.00 Type of Option: Non-Qualified ¨ Incentive Stock Option Term/x Nonstatutory Stock Option Term/ Expiration Date: August 6Ten Years/February 1, 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: 2010 * Or earlier, pursuant to the termination period set forth below. This Option is exercisable immediately, in whole or in part, and shall vest and become exercisable according to the following vesting schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twentyOne-five percent sixteenth (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafter, with respect to twenty-five percent (25%) of the Shares on each successive twelve-month anniversary following the one-year anniversary of the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%1/16th) of the Shares subject to the Option immediately prior shall vest three months after the Vesting Commencement Date and on the last day of each three month anniversary thereafter, subject to your continuing to be a Service Provider on such dates. Notwithstanding the earlier of (i) Optionee's termination of employment with foregoing, if the Company for Good Reason merges with or by the Company for any reason other than Causeinto another entity, death sells all or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as substantially all of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of sharesits assets, or enters into any other similar transaction or series of related transactions (each a "Transaction") reorganization as a result of which the shareholders of the Company immediately prior to such transaction will not hold at least a majority 50% of the voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a “Change of Control Transaction”), then the Option shall become fully vested and exercisable simultaneously with the closing of the Change of Control Transaction (or, in the case of a merger, as of any earlier date that is necessary to permit the Optionee, if he exercises the Option in whole or in part, to receive the same per Share merger consideration (to the extent of Optioned Shares acquired upon exercise) that will be paid to the other holders of Shares). The Board shall notify the Optionee at least fifteen (15) days prior to the closing of a Change of Control Transaction (or at such earlier time as the Board, in its reasonable judgment, deems necessary to give effect to the intent of this provision), and such notification shall include a statement as to whether or not held, directly or indirectly, the Option will be assumed by the persons surviving or entities who held the Company's securities with voting power before purchasing entity or whether an equivalent, fully vested, substitute option will be provided by such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directorsentity.

Appears in 1 contract

Samples: Stock Option Agreement (Numerical Technologies Inc)

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NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx Name: Xxx Xxxxxx Address: ------------------------ ------------------------ You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below, as follows: Grant Number 29 Date of Grant: August 6Grant January 1, 2001 1999 Vesting Commencement Date: August 6Date January 1, 2001 1999 Exercise Price per Share: Share $0.128 per share 0.20 Total Number of Shares Granted: 1,500,000 Granted 2,000,000 Total Exercise Price: Price $192,000.00 400,000 Type of Option: Non-Qualified Stock Option NSO Term/Expiration Date: August 6January 29, 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: 2009 VESTING SCHEDULE. This Option shall be exercisable in whole or in part, and shall vest and become exercisable according to the following vesting schedule: 2 Subject : a. 20% of the Shares subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock on Vesting Commencement Date. b. The remaining Shares subject to the this Option shall vest in equal increments of 5% quarterly thereafter over a four (the "Shares"4) on the year period, beginning three (3) months following this Option's Vesting Commencement Date, and thereafter, with respect subject to twenty-five percent (25%) of the Shares Optionee's continuing to be a Service Provider on each successive twelve-month anniversary following the one-year anniversary of the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. vesting date. c. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) if Optionee's employment is terminated within 18 months of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company Vesting Commencement Date for any reason other than (A) a voluntary termination by the Optionee, or (B) a termination for "Cause, death or Disability " (each such term as defined in that certain Employment Agreement below), the number of Shares equal to the difference between 1,000,000 Shares and the Company and Optionee, dated number of Shares which is vested as of August 22the employment termination date shall become immediately vested as of the employment termination date. "Cause" shall mean (i) any act of personal dishonesty taken by the Optionee in connection with his or her responsibilities to the Company, 2000, as may be amended from time to time), or (ii) in addition Optionee's conviction of, or plea of NOLO CONTENDERE to, a felony, or (iii) a willful act by the Optionee which constitutes misconduct and is injurious to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.

Appears in 1 contract

Samples: Stock Option Agreement (Idealab)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx Name: Xxxx Xxxx ---------------------------------------- Address: ------------------------------------- You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below, as follows: Grant Number 81 ------------------------------- Date of Grant: August 6Grant June 4, 2001 1997 ------------------------------- Vesting Commencement Date: August 6Date May 28, 2001 1997 ------------------------------- Exercise Price per Share: Share $ $0.128 per share 1.00 ------------------------------ Total Number of Shares Granted: 1,500,000 Granted 509,187 ------------------------------- Total Exercise Price: Price $ $192,000.00 509,187 ------------------------------ Type of Option: Non-Qualified Incentive Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: August 6June 24, 2008 (Seventh anniversary of Date of Grant) 2007 ------------------------------ Exercise and Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and become exercisable be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) % of the shares of the Company's Common Stock Shares subject to the Option (shall vest twelve months after the "Shares") on the Option's Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with respect or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to twenty-five the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (2550%) of the Shares on each successive twelve-month anniversary following total voting power represented by the one-year anniversary voting securities of the Option's Vesting Commencement Date (eachCompany or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Company, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred One Hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares shares subject to the Option shall become fully vested and exercisable immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from effective time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directorsthereof.

Appears in 1 contract

Samples: Stock Option Agreement (Pointcast Inc)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You ("Optionee") have been granted an option to purchase Common Stock : «Optionee» Date of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: «Date_of_Stock_Option_Agreement» Date of GrantXxxxx: August 6, 2001 «Date_of_Grant» Vesting Commencement Date: August 6, 2001 «Vesting_Commmencement_Date» Exercise Price per Share: $0.128 per share «Exercise_Price_per_share» Total Number of Shares Granted: 1,500,000 «Total_Shares» Total Exercise Price: $192,000.00 «Total_Exercise_Price» Term/Expiration Date: «Expiration_Date» Type of Option: ¨ Incentive Stock Option ¨ Non-Qualified Stock Option Term/Expiration Date[Exercise Schedule: August 6, 2008 (Seventh anniversary of Date of Grant) ¨ Same as Vesting Schedule ¨ Early Exercise and Permitted] Vesting Schedule: [This Option is exercisable immediately, in whole or in part, at such times as are established by the Administrator, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Shares. The Shares subject to this Option shall vest and become exercisable and/or be released from the Company’s Repurchase Option, as set forth in the Restricted Stock Purchase Agreement attached hereto as Exhibit C-1, according to the following schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafter, with respect to twenty:] Twenty-five percent (25%) of the Shares on each successive twelve-month anniversary following subject to the one-Option (rounded down to the next whole number of Shares) shall vest one year anniversary of after the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) 1/48th of the Shares subject to the Option immediately prior (rounded down to the earlier next whole number of (iShares) Optionee's termination shall vest on the first day of employment with the Company for Good Reason or by the Company for any reason other than Causeeach full month thereafter, death or Disability (each such term as defined in so that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who Shares shall be vested on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority first day of the Directors then still in office who either were Directors on forty-eighth (48th) month after the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of DirectorsVesting Commencement Date.

Appears in 1 contract

Samples: Stock Option Agreement (Complete Genomics Inc)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You Pursuant to the Newegg Inc. Amended and Restated 2005 Incentive Award Plan ("the “Plan”), Newegg Inc. (the “Company”) hereby grants to the Optionee listed below (“Optionee") have been granted ”), an option (the “Option”) to purchase Common Stock the number of shares of the Company’s Class A Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. The All capitalized terms of your grant are set forth belowused in this Stock Option Agreement without definition shall have the meanings ascribed to such terms in the Plan. Optionee: Xxxxxxx X. Xxxxxx Date of Grant: August 6October 28, 2001 2009 Vesting Commencement Date: August 6October 28, 2001 2009 Exercise Price per Share: $0.128 per share 8.27 Total Number of Shares Granted: 1,500,000 25,000 Total Exercise Price: $192,000.00 206,750.00 Term/Expiration Date: October 28, 2019 Type of Option: ¨ Incentive Stock Option x Non-Qualified Stock Option Term/Expiration Date: August 6, 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: This The Option shall vest and become exercisable according to the following schedule: 2 Subject to Vesting Date Shares Exercisable One (1) year from the following paragraphs, this Vesting Commencement Date. 25% of the Total Number of Shares Granted Two (2) years from the Vesting Commencement Date. An Additional 25% of the Total Number of Shares Granted Three (3) years from the Vesting Commencement Date. An Additional 25% of the Total Number of Shares Granted Four (4) years from the Vesting Commencement Date. An Additional 25% of the Total Number of Shares Granted The Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares Shares subject thereto on the first anniversary of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, Date and thereafter, with respect to an additional twenty-five percent (25%) of the Shares subject thereto on each successive twelve-month anniversary following the one-year subsequent anniversary of the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Datethereafter; provided, however, that Optionee has remained in Continuous Status as the event that an Employee, Director or Consultant as Acquisition occurs and the Participant ceases to be a Service Provider by reason of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's a termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability without Cause (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition excluding a termination due to the conditions upon which Participant’s Disability) during the twelve-month period immediately following the Acquisition, the Option may automatically accelerate and become exercisable in accordance with the Planshall, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors extent not then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approvedvested, cease for any reason to constitute a majority of the Board of Directorsimmediately become fully vested and exercisable.

Appears in 1 contract

Samples: Director Retainer Agreement (Newegg Inc)

NOTICE OF STOCK OPTION GRANT. Ricxxxx Xxxxxxxxxx You Unless otherwise defined herein, the terms defined in the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan ("Optionee"the “Plan”) will have the same defined meanings in this Global Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”). The undersigned Participant has been granted an option Option to purchase Common Stock of Biosciences of California, Inc. (the Company”), subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below, as follows: Date of GrantGrant Date: August 6, 2001 ###GRANT_DATE### Grant ID: ###EMPLOYEE_GRANT_NUMBER### Vesting Commencement Date: August 6, 2001 ###GRANT_DATE### Exercise Price per Share: $0.128 per share Share (in U.S. Dollars): ###GRANT_PRICE### Total Number of Shares Granted: 1,500,000 Total Exercise Price: $192,000.00 Type of Subject to Option: Non-Qualified Stock Option ###TARGET_GRANTED_QUANTITY### Grant Type: ###DICTIONARY_AWARD_NAME### Term/Expiration Date: August 6, 2008 (Seventh anniversary of Date of Grant) Exercise and ###EXPIRY_DATE### Vesting Schedule: This ###VEST_SCHEDULE_TABLE### Subject to any acceleration provisions contained in the Plan or this Option shall Agreement or any other written agreement between Participant and the Company or any applicable Subsidiary of the Company governing the terms of this Option, this Option will be scheduled to vest and become exercisable according to be exercisable, in whole or in part, in accordance with the following schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty[Twenty-five percent (25%) of the shares Total Number of Shares Subject to Option will be scheduled to vest on the one (1) year anniversary of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafterone forty-eighth (1/48th) of the Total Number of Shares Subject to Option will be scheduled to vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, with respect on the last day of the month), subject to twentyParticipant continuing to be a Service Provider through such applicable vesting dates.] [Thirty-five three percent (2533%) of the Total Number of Shares Subject to Option will be scheduled to vest on each successive twelve-month anniversary following the one-one (1) year anniversary of the Option's Grant Date, and one thirty-sixth (1/36th) of the Total Number of Shares Subject to Option will be scheduled to vest each month thereafter on the same day of the month as the Grant Date (and if there is no corresponding day, on the last day of the month), such that all Shares subject shall be fully vested on the three year anniversary of the grant date, subject to Participant continuing to be a Service Provider through such applicable vesting dates.] [One forty-eighth (1/48th) of the Total Number of Shares Subject to Option will be scheduled to vest each consecutive month on the same day of the month as the Vesting Commencement Date (eachand if there is no corresponding day, a "Vesting Date"), commencing on the last day of the month) beginning with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of month immediately following the Shares on month in which the third anniversary of the Option's Vesting Commencement Date; providedDate occurs, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares case subject to the Option immediately prior Participant continuing to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each be a Service Provider through such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directorsapplicable vesting dates.]

Appears in 1 contract

Samples: Global Stock Option Agreement (Pacific Biosciences of California, Inc.)

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