Performance-Based Equity. Promptly following the Closing, the Executive shall be granted Class C-2 Units in an amount equal to two percent (2%) of the fully-diluted ownership of the Company. Such Class C-2 Units shall vest upon the achievement by TA of a per Class A Unit net return of three times (3x) the price paid by TA for each Class A Unit of the Company at the Closing.
Performance-Based Equity. On or as soon as practicable after the Effective Date, Executive shall be entitled to receive the following:
(A) a grant of performance shares (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $100,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “One-Year Performance Shares”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2018;
(B) a grant of performance-based RSUs (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $200,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “Two-Year PRSUs”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2019; and
(C) a grant of performance-based RSUs (or substantially similar award) covering a “target” number of Shares equal to the quotient of (1) $300,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “Three-Year PRSUs”), subject to a performance period beginning on March 1, 2017 and ending on February 28, 2020. The One-Year Performance Shares, the Two-Year PRSUs and the Three-Year PRSUs (the “Performance Awards”) will be subject to terms and conditions set forth in the applicable award agreement, and the payout of each of the Performance Awards will vary in accordance with the percentages set forth on Exhibit A attached hereto based on Company relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over the applicable performance period, in each case, subject to reduction by 1/3 (rounded to the nearest Share) in the event that the Company’s absolute total shareholder return during the applicable performance period is negative. Each of the Performance Awards will be payable, if earned, after the expiration of the applicable performance period.
Performance-Based Equity. Following commencement of employment, the Company will recommend to the Board that Executive be granted a performance-based restricted stock unit (“PSU”) award with a target value of $2,000,000. The PSU award will be a multi-year award tied to Company performance targets. The PSU award will be subject to the terms and conditions of the Company’s 2015 Plan, as described in the 2015 Plan and the applicable 2015 equity award agreement, as well as the terms of the Company’s Clawback Policy.
Performance-Based Equity. On the Effective Date, the Company shall grant to Executive 275,000 options to purchase Company common stock with a ten (10) year option term under the Company’s Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that are subject to both performance- and time-based vesting conditions (the “Performance Options”). The Performance Options will performance vest when (x) the closing price of the Company’s common stock, as quoted on Nasdaq, for (1) at least fifty (50) trading days in any period of sixty (60) consecutive trading days (the “50 Trading Day Condition”) and (2) at least fifteen (15) trading days within a single open trading window as applicable for directors and executive leadership team members (the “Open Window Condition”) or (y) the price paid for a share of the Company’s common stock in any transaction constituting a Change of Control (a “Change of Control Transaction”) is equal to or greater than the following amounts: (i) 55,000 at $[*] per share, (ii) 55,000 at $[*] per share, (iii) 55,000 at $[*] per share, (iv) 55,000 at $[*] per share, and (v) 55,000 at $[*] per share. The 50 Trading Day Condition and the Open Window Condition with respect to any stock price hurdle may be satisfied separately, within different periods of trading days (i.e., the Open Window Condition need not be met in the 60 consecutive trading days in which the 50 Trading Day Condition is satisfied). In addition, to the extent that the price payable for a share of the Company’s common stock in a Change of Control Transaction is less than $[*] per share, the performance vesting condition shall also be deemed satisfied as to that number of additional Performance Options determined by mathematical interpolation between (x) the highest stock price hurdle actually achieved and (y) the next highest stock price hurdle, based on the actual per share price paid in such Change of
Performance-Based Equity. Subject to the sole discretion and determination of the Company and approval of such grant by the board of directors of the Company or its authorized subcommittee (the “Board”) at its discretion, upon the Company’s achievement of the Company Value milestones set out in Annex 1 hereto (the “Bonus Matrix”), the Executive shall be entitled to receive performance based bonuses (each a “Performance Based Bonus”) in the form of fully vested and immediately exercisable options (each an “Option” and together the “Options”), each such Option entitling the Executive to purchase one (1) ordinary share of the Company par value NIS 0.01 (“Ordinary Share”), in such amount as set out in the Bonus Matrix beside such milestone and at the exercise price set out in the Bonus Matrix. For the purposes hereof the term “Company Value” shall mean the Company’s valuation for the purpose of determining the price per share paid for equity securities of the Company in an equity investment round in the Company immediately prior to the time the Performance Based Bonus. The exercises price for the Options shall be the price per share for equity securities of the Company in an equity investment round in the Company immediately prior to the time the Performance Based Bonus. The Options shall be subject to the 2015 Share Incentive Plan of the Company, as shall be amended or replaced form time to time. Executive undertakes to take all actions and to sign all documents required, at the discretion of the Company, in order to give effect to and enforce the above terms and conditions. Any tax liability in connection with the Options (including with respect to the grant, exercise, sale of the Options or the shares receivable upon their exercise) shall be borne solely by the Executive.
Performance-Based Equity. In addition, Executive will receive a performance- based stock option grant of 14,000,000 shares with market service conditions as under: (i.) 20% vest, when the Company’s market capitalization, based on the value of its outstanding shares of common stock, is $3 billion or more (based on closing trading price) for sixty (60) consecutive trading days;
Performance-Based Equity. Additionally, Executive will be eligible to receive Super Voting Common shares at a rate of .25% of issued shares at the time of this Agreement based on trailing twelve-month consolidated revenues. Executive shall be eligible to achieve a total of 1% in Performance Based Equity. Executive shall receive the first .25% once Company achieves $5,000,000 in trailing twelve-month consolidated revenues. Executive shall receive the second .25% once company achieves $10,000,000 in trailing twelve-month consolidated revenues. Executive shall receive the third .25% once company achieves $15,000,000 in trailing twelve-month consolidated revenues. Executive shall receive the fourth .25% once company achieves $20,000,000 in trailing twelve-month consolidated revenues. Executive must be employed by Company at time the revenue levels are achieved to earn the Performance Based Equity. Performance Based Equity will be fully vested immediately upon achieving each revenue level.
Performance-Based Equity. An equity grant for (i) an option to purchase twelve thousand five hundred (12,500) shares of the Company’s common stock (the “Performance-Based Stock Option”) at a per-share exercise price equal to the fair market value of a share of the Company’s common stock on the date of grant (the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on the date of grant), and (ii) fourth thousand one hundred sixty six (4,166) Performance Restricted Stock Units (the “PSUs”). The Performance Based Stock Option and the PSUs will have the following performance criteria and vesting terms (once the performance criteria is certified as being achieved by the Compensation Committee):
(1) Upon conclusion of a deal to out-license roflumilast in China, 12,500 options will commence vesting at a rate of 2.0833% per month so long as you remain employed by the Company through the applicable monthly vesting date; and
(2) Upon conclusion of a deal to out-license roflumilast in Japan, 4,166 restricted share units will commence vesting at a rate of 8.3333% in quarterly (i.e., 3 mos.) installments, with vesting aligning with the first day of the second month of each calendar quarter (i.e., Feb. 1, May 1, Aug. 1, Nov.
1). The first vesting installment will be the next quarterly vesting date immediately after performance achievement is certified by the Compensation Committee, and subsequent installments will continue to vest so long as you remain employed by the Company thorough the applicable vesting date.
2. The last paragraph of Section 2 of the Employment Agreement is hereby amended and restated as follows: The Stock Options, Performance-Based Stock Options and PSUs will otherwise be subject to the terms and conditions of the Company’s 2020 Employment Inducement Plan (the “Plan”) and a stock option agreement and/or restricted stock agreement(s) to be entered into between you and the Company. You may be eligible to receive such future stock options or restricted stock unit grants as the Board of Directors of the Company shall deem appropriate; however, the grant of such options or restricted stock units by the Company is not a promise of compensation and is not intended to create any obligation on the part of the Company. Except as amended hereunder, all other terms and conditions of the Employment Agreement shall remain in full force and effect. This Amendment may be executed in counterparts, each of which shall be an original, with the same effect...
Performance-Based Equity. Upon the Company’s achievement of the Company Value milestones set out in Annex 1 hereto (the “Bonus Matrix”), the Manager shall be entitled to receive performance based bonuses (each a “Performance Based Bonus”) in the form of fully vested and immediately exercisable options (each an “Option” and together the “Options”), each such Option entitling the Manager to purchase one (1) ordinary share of the Company par value NIS 0.01 (“Ordinary Share”), with an exercise price equal to NIS 0.01, in such amount as set out in the Bonus Matrix beside such milestone. For the purposes hereof the term “Company Value” shall mean the average price per share paid for equity securities of the Company in an equity investment round in the Company immediately prior to the time the Performance Based Bonus. For the avoidance of doubt, the Options shall not be subject to the 2015 Share Incentive Plan of the Company, as shall be amended or replaced form time to time. Manager undertakes to take all actions and to sign all documents required, at the discretion of the Company, in order to give effect to and enforce the above terms and conditions. Any tax liability in connection with the Options (including with respect to the grant, exercise, sale of the Options or the shares receivable upon their exercise) shall be borne solely by Manager.
Performance-Based Equity. Upon Company’s achievement of Company milestones set forth in Exhibit B attached hereto (the “Bonus Matrix”), Executive shall be entitled to receive performance based bonuses (each a “Performance Based Bonus”) in the form of fully vested and immediately exercisable options (each an “Option” and together the “Options”), each such Option entitling Executive to purchase one (1) Common Share, at an exercise price equal to the greater of (i) $6.427/per Common Share; or (ii) such higher exercise price per Common Share as may be projected from a Section 409A (as defined below) study at the time of such Option grant; or (iii) the fair market value of such Common Shares, in such amount as set out in the Bonus Matrix beside such milestone. For purposes of this Agreement, “Company Value” shall mean the average price per share paid for Common Shares in an equity investment round in Company immediately prior to the time the Performance Based Bonus is granted. The applicable Company Value on each Option granted to Executive during the term of this Agreement shall be as set forth in the documentation provided to Executive by the Company upon each such grant.
