Performance Option Grant. A portion of the Performance Option Grant with respect to 1,417 shares of Common Stock shall become exercisable December 15, 2010 and the remaining portion of the Performance Option shall become exercisable in thirty-six (36) equal monthly installments over the thirty-six (36) months following December 15, 2010, beginning on January 15, 2011, until 100% of the Performance Option is fully exercisable; provided that the Performance Option shall become fully exercisable on a Change of Control.
Performance Option Grant. In addition, as soon as reasonably practicable following the Effective Date, the Company shall also recommend to the Board that it grant to Executive under Plan and Executive’s Option Agreement an option to purchase 113,000 shares of the Company’s common stock (the “Performance Option”) having an exercise or purchase price per share equal to fair market value on the date of grant, as determined by the Board in its sole discretion. The Option will be subject to all of the terms and conditions of the Plan and the Option Agreement to be entered into by the parties pursuant to which it is granted and will include the following vesting schedule: 1/3 of the total shares will vest on the date that the first oHSV GMP batch is released for clinical use at Oncorus’ new manufacturing facility; an additional 1/3 of the total shares will vest on the date that the first Synthetic GMP batch is released for clinical use at Oncorus’ new manufacturing facility; and the remaining 1/3 of the total shares will vest on the date that 3 consecutive commercially-viable validation runs generating ONCR-177 drug product available for commercial use is completed, in each case, subject to Executive’s Continuous Service through each vesting date. If (i) none or only a portion of the Performance Option has vested by the four-year anniversary of the Effective Date, and (ii) Executive continues to provide Continuous Service as an employee of the Company from the date hereof through the four-year anniversary of the Effective Date, then the vesting of the Performance Option shall be accelerated and vest in full on the four-year anniversary of the Effective Date.
Performance Option Grant. Contemporaneously with the execution of the Original Agreement, Employer granted to Employee an incentive stock option to purchase 200,000 shares of Common Stock, subject to the terms and conditions set forth in the Incentive Stock Option Agreement attached hereto as Exhibit B (the “Performance Stock Option Agreement”). Such option shall become exercisable in four installments based upon the achievement of the Annual Milestones, as further provided in the Performance Stock Option Agreement.
Performance Option Grant. If, at the end of the Company’s 2007-2010 fiscal years, the Company has attained its agreed upon operating plan with respect to revenues and with respect to operating profit, the Executive shall be granted an option to purchase 5,000,000 shares per year (subject to appropriate capitalization adjustments) of the Company’s Common Stock (the “Performance Option”). The shares covered by the Performance Option, if immediately exercisable, would constitute one and one-tenth percent (1.1%) of the outstanding Common Stock of the Company on a fully diluted basis as of the date of grant. The Performance Option shall be granted within two (2) weeks of the Company’s filing of its Annual Report on Form 10-K for the applicable fiscal year, which shall include the Company’s annual audited financial statements for such fiscal year. For performance greater than or equal to 80% of the agreed upon performance objectives, options shall be granted on a pro rata basis (i.e. 40% of options for 80% of performance goals). The Performance Option shall be vested and exercisable as of its date of grant. For the portion of the Performance Option that relates to the Company’s fiscal 2007 year, the Executive will be granted 5,000,000 options, of which one half (½) shall be based upon the agreed upon operating plan with respect to revenue and operating profit, and one half (½) shall be guaranteed if the Executive shall be employed by the Company as of December 31, 2007.
Performance Option Grant. If, at the end of the Company’s 2008-2010 fiscal years, the Company has attained its agreed upon operating plan with respect to revenues and with respect to operating profit, the Executive shall be granted an option to purchase 5,000,000 shares per year (subject to appropriate capitalization adjustments) of the Company’s Common Stock (the “Performance Option”). The shares covered by the Performance Option, if immediately exercisable, would constitute one and one-tenth percent (1.1%) of the outstanding Common Stock of the Company on a fully diluted basis as of the date of grant. The Performance Option shall be granted within two (2) weeks of the Company’s filing of its Annual Report on Form 10-K for the applicable fiscal year, which shall include the Company’s annual audited financial statements for such fiscal year. For performance greater than or equal to 80% of the agreed upon performance objectives, options shall be granted on a pro rata basis (i.e. 40% of options for 80% of performance goals). The Performance Option shall be vested and exercisable as of its date of grant.
Performance Option Grant. A portion of the Performance Option Grant with respect to 2,269.9486 shares of Common Stock shall vest and become exercisable on each of the first four anniversaries of the Grant Date. b. If the Participant's employment is terminated without Cause, as defined in the Employment Agreement, dated October 6, 2005 by and among NMG, Xxxxxx Acquisition Merger Sub, Inc., the Company and the Participant, as such agreement may be amended from time to time (the "Employment Agreement"), or the Participant terminates his employment for Good Reason, as defined in the Employment Agreement, the Participant shall automatically be vested in the lesser of 100% of the Option or the sum of (i) the portion of the Fair Value Grant and Performance Option Grant that would have vested had the Participant been employed on the next occurring anniversary of the Grant Date immediately following such termination of employment (the "Subsequent Anniversary") and (ii) with respect to each of the Fair Value Option Grant and the Performance Option Grant, the product of (A) a fraction, the numerator of which is the number of days the Participant was employed by the Company or its Affiliates from the anniversary of the Grant Date immediately prior to the Subsequent Anniversary to the date of termination and the denominator of which is 365 and (B) 2,269.9486. Vesting shall otherwise cease as of the date of such termination and any unvested portion of the Option will be forfeited. c. Notwithstanding the foregoing, the entire Option shall become vested and exercisable in the event of a Change of Control, or the Participant's death or his termination of employment by reason of his Inability to Perform, as defined in the Employment Agreement. 6.
Performance Option Grant. In order to incent Executive to increase shareholder value, subject to the provisions hereof, 325,000 of such Stock Options shall vest and become exercisable with respect to 40% of the shares of Company Stock subject thereto on the fourth anniversary of such award, and with respect to an additional 30% of the shares of Company stock subject thereto on the fifth and sixth anniversary, respectively, of the grant date of such award, as long as Executive is employed by the Company on each such date. Notwithstanding the foregoing, vesting of such Performance Options shall accelerate (x) with respect to 40% of the shares of Company Stock subject thereto, at the end of the first consecutive twenty (20) day trading period following the first anniversary of the Effective Date during which the average closing price of Company Stock is at least 25% higher than the exercise price of such Stock Options; (y) with respect to 30% of the shares of Company Stock subject thereto, at the end of the first consecutive twenty (20) day trading period following the first anniversary of the Effective Date during which the average closing price of Company Stock is at least 50% higher than the exercise price of such Stock Options; and (z) with respect to 30% of the shares of Company Stock subject thereto, at the end of the first consecutive twenty (20) day trading period following the first anniversary of the Effective Date during which the average closing price of Company Stock is at least 75% higher than the exercise price of such Stock Options.
Performance Option Grant. On May 15, 2001 (the "Grant Date"), the Committee granted to the Executive a 10-year option to purchase an aggregate of 2,500,000 shares of Stock (the "Performance Option"). The exercise price per share of the Performance Option shall be equal to $10.15 per share, the fair market value of the Stock on the Grant Date. The Performance Option shall be divided into three tranches, with each tranche being subject to the performance requirements described below:
Performance Option Grant. In addition to the grant set forth in Section 3.3.1 above, as soon as practicable following the Effective Date, Executive shall be granted an option to purchase up to 684,056 shares of the Company’s Common Stock (the “Performance Option”) pursuant to the terms of the Plan, which represents a number of shares of Common Stock equal to approximately 1% of the fully-diluted capitalization of the Company as of the Effective Date. 100% of the shares subject to the Performance Option shall vest upon the closing, during Executive’s employment, of a Change in Control (as defined in the Plan) that is approved by the Board. The exercise price per share of the Performance Option will be equal to the fair market value of a single share of Common Stock on the date the Performance Option is granted, as determined in good faith by the Board. The Performance Option will be governed by the Plan and shall be granted pursuant to a separate stock option grant notice and stock option agreement.
Performance Option Grant. In addition to the grant set forth in Section 3.3.1 above, as soon as practicable following the Effective Date, Executive shall be granted an option to purchase up to 684,056 shares of the Company’s Common Stock (the “Performance Option”) pursuant to the terms of the Plan, which represents a number of shares of Common Stock equal to approximately 1% of the fully-diluted capitalization of the Company as of the Effective Date. 100% of the shares subject to the Performance Option shall vest upon the closing, during Executive’s employment, of a Change in Control (as defined in the Plan) that is approved by the Board or a Qualified IPO (as defined in the Company’s current Amended and Restated Certificate of Incorporation). The exercise price per share of the Performance Option will be equal to the fair market value of a single share of Common Stock on the date the Performance Option is granted, as determined in good faith by the Board. The Performance Option will be governed by the Plan and shall be granted pursuant to a separate stock option grant notice and stock option agreement.”
