Common use of Performance-Based Award Clause in Contracts

Performance-Based Award. The Performance-Based Award shall vest (if at all) on the date on which the Board determines that Arikace has achieved its primary endpoint in a Phase III trial (the “Performance-Based Award Vesting Date”) provided that the Grantee continues to be employed with the Company on such date. Notwithstanding the foregoing, if the Performance-Based Award Vesting Date occurs on or before October 31, 2012, then the Grantee shall be entitled to receive an additional amount RSUs equal to fifty percent (50%) of the Performance-Based Award, which shall also vest on the Performance-Based Award Vesting Date and shall be payable at the time and in the manner as set forth in Section 3 hereof (the “Additional Performance-Based Award”). Except as otherwise provided in Sections 5 and 6 of this Agreement, the Grantee shall forfeit any unvested portion of the Time-Based Award and Performance-Based Award in the event the Grantee’s employment is terminated prior to the Time-Based Award Vesting Date and/or the Performance-Based Award Vesting Date, whichever applicable. Notwithstanding anything to the contrary herein or in the Plan, the Administrator may at any time accelerate the vesting schedule specified in this Section 4.