Common use of RSU Grants Clause in Contracts

RSU Grants. During the Employment Term, Executive shall be entitled to receive the following grants of restricted stock units (“RSUs”) with respect to shares of the Company’s common stock (“Shares”): (1) No later than ten (10) business days following the Commencement Date, Executive shall receive a grant of service-vesting RSUs with respect to 325,100 Shares, which shall be granted under the terms of the Company’s 2006 Employee, Director and Consultant Stock Plan, as amended and restated (the “2006 Plan”) and have a vesting commencement date of January 1, 2019 (the “0000 XXXx”). The 0000 XXXx shall vest over a three (3)-year period, with 50% of the 2019 RSUs vesting on July 1, 2020 and the remaining 50% vesting in equal quarterly installments thereafter; provided that, in the event of a termination of Executive’s employment, the 2019 RSUs shall be treated in accordance with Section 9 hereof. (2) Upon the earlier to occur of (i) an IPO that closes on or before December 31, 2020 (a “2020 IPO”) and (ii) the execution on or before December 31, 2020 of a definitive transaction agreement to enter into a “Corporate Transaction” (as such term is defined in Exhibit B) (a “2020 Sale”), Executive shall be entitled to receive a grant of RSUs based on the percentage (not to exceed 1.5%) of the Company’s fully-diluted outstanding capital stock (not taking into account such grant or the 2020 IPO or 2020 Sale, as applicable) determined in accordance with Exhibit A (the “Equity Percentage”), as follows: (i) RSUs granted in connection with the 2020 IPO (the “IPO RSUs”) shall be granted in the following two traches: (A) 50% of the IPO RSUs shall be granted on or promptly following the closing date of the 2020 IPO, with an Equity Percentage based on the closing price per Share on such closing date (“Tranche 1”), and (B) 50% of the IPO RSUs shall be granted on or promptly following the 180-day anniversary of the closing of the 2020 IPO, with an Equity Percentage based on the average of the five (5) highest closing prices per Share during the period beginning on the date of the Company’s first earnings release following the 2020 IPO (or the 140-day anniversary of the 2020 IPO closing date, if earlier) and ending on the 180-day anniversary of the 2020 IPO closing date (“Tranche 2”), in each case subject to Executive’s continued employment through the closing date of the 2020 IPO, other than as provided in Section 4(c)(2)(iii). The IPO RSUs shall vest and settle in Shares over the three (3)-year period from the 2020 IPO closing date, with one-third of the IPO RSUs vesting on the first anniversary thereof and the remaining IPO RSUs vesting in equal quarterly installments thereafter; provided that, in the event of a termination of Executive’s employment, the IPO RSUs shall be treated in accordance with Section 9 hereof. (ii) RSUs granted in connection with the 2020 Sale (the “Sale RSUs”, and together with the IPO RSUs, the “Additional RSUs”) shall be granted and immediately payable in cash on the closing date of the 2020 Sale based on the price per Share paid to the Company’s shareholders on such closing date, subject to Executive’s continued employment through such grant date, other than as provided in Section 4(c)(2)(iii). (iii) The Additional RSUs shall be granted under the equity compensation plan that the Company intends to adopt in connection with the IPO (the “IPO Plan”) or the 2006 Plan, as applicable (such plan, as amended and restated from time to time, the “Plan”), shall be subject to the terms of the Plan and the applicable award agreement thereunder and, except as expressly set forth in this Agreement or the applicable award agreement, are intended to contain terms and conditions generally applicable to RSUs granted to similarly situated executives of the Company. In the event that Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason prior to the Tranche 1 and/or Tranche 2 grant(s) or 2020 Sale, as applicable, the Company shall grant Executive the Additional RSUs pursuant to this Section 4(c)(2), effective as of the scheduled grant date(s) of the Tranche 1 and/or Tranche 2 grants or 2020 Sale, respectively. For the avoidance of doubt, (i) in no event shall both the IPO RSUs and Sale RSUs be granted hereunder, (ii) if the closing of the 2020 Sale does not occur, then no Sale RSUs shall be granted or paid out under this Agreement and (iii) any IPO RSUs granted pursuant to the immediately preceding sentence shall be vested as of grant.