Common use of Sign-On Equity Awards Clause in Contracts

Sign-On Equity Awards. Pursuant to the Xxxxxxx Xxxx Homes Amended and Restated 2012 Equity Incentive Plan (as may be amended or superseded, the “EIP”), on, or as soon as administratively practicable after, the Effective Date (the actual date of grant, the “Grant Date”), the Company will grant Executive 134,650 shares of restricted Company common stock, all of which shall be subject to a risk of forfeiture until the time at which the applicable vesting conditions have been satisfied (the “Restricted Shares”), and 89,767 performance stock units, all of which shall be subject to a risk of forfeiture until the time at which the applicable vesting conditions have been satisfied (the “PSUs”). Each PSU shall constitute the contingent right to receive up to 2 shares of Company common stock. 3.3.1 The Restricted Shares shall vest, and the risk of forfeiture thereon lapse, on January 2, 2022, subject to Executive’s continuous service to the Company through the applicable vesting date. The Restricted Shares will otherwise be subject to Article 6 hereof, the terms of the EIP, and a restricted stock award agreement in the form attached hereto as Exhibit A. 3.3.2 The PSUs shall be eligible to vest based on an achievement factor (the “Achievement Factor”) determined using a pre-established formula tied to the achievement of relative total shareholder return targets set by the Board for the Company compared to a peer group of companies established by the Board, in each case, following a good faith consultation with Executive (the “Relative TSR Targets”), measured over two distinct but overlapping performance periods (each, a “Performance Period”). Each Performance Period will commence on January 1, 2019, with the first Performance Period ending on December 31, 2020 (the “2-Year Performance Period”) and the second Performance Period ending on December 31, 2021 (the “3-Year Performance Period”). As soon as administratively practicable following the completion of a Performance Period (but in no event later than the first regularly scheduled meeting of the Compensation Committee following the completion of the Performance Period), the Board or the Compensation Committee shall certify the Company’s performance against the Relative TSR Targets and the Achievement Factor applicable to such Performance Period as the result of such achievement. Within 10 days following the Board’s or the Compensation Committee’s certification of the Achievement Factor for the 2-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock determined by multiplying (a) 0.5 times (b) the Achievement Factor for the 2-Year Performance Period times (c) the total number of target-level PSUs. Within 10 days following the Board’s certification of the Achievement Factor for the 3-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock equal to the greater of (i) the difference obtained by subtracting (A) the number of shares of Company common stock issued in settlement of the PSUs for the 2-Year Performance Period from (B) the product obtained by multiplying (1) the Achievement Factor for the 3-Year Performance Period times (2) the total number of target-level PSUs or (ii) the product obtained by multiplying (x) 0.5 times (y) the Achievement Factor for the 3-Year Performance Period times (z) the total number of target-level PSUs. Except as otherwise provided in this Agreement, Executive must remain employed by the Company through the end of a Performance Period to be eligible for shares of Company common stock issued in settlement of the PSUs for such Performance Period. The PSUs will otherwise be subject to Article 6 hereof, the terms of the EIP, and a performance stock unit award agreement in the form attached hereto as Exhibit B. 3.3.3 If, prior to the Grant Date, (i) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, (ii) the Executive dies or becomes Disabled, or (iii) a Change in Control occurs, then Sections 3.3.1 and 3.3.2 shall become null and void, and the Company shall pay to the Executive a lump sum cash amount equal to $2.5 million, to be paid within 30 days following the date of the Change in Control or the Termination Date, as applicable.

Sign-On Equity Awards. Pursuant In consideration of the Executive’s entering into this Agreement and as an inducement to join the Xxxxxxx Xxxx Homes Company, the Executive shall be granted the following equity awards under Amended and Restated 2012 Equity CytoSorbents Corporation 2014 Long-Term Incentive Plan (as may be amended or superseded, the “EIPLTIP”), onprovided however, that the equity awards described in clauses (b), (c) and (d) of this Section 4.3 shall not be awarded to the Executive unless and until there exists a sufficient number of shares available for issuance under the Company’s LTIP (or any successor equity compensation plan) to make such awards on an aggregate basis. For the avoidance of doubt, references to the “date hereof” in clauses (b), (c) and (d) of this Section 4.3 shall refer to the date of this Agreement and not the date on which, if ever, such equity awards are granted following satisfaction of the condition described in the prior sentence. (a) A signing bonus of $5,000 cash (b) An award of 15,000 restricted stock units based upon the value of the Company’s common stock (“RSUs”) that vest upon the earlier of the two (2) -year anniversary of the date hereof or a Change of Control of the Company (as soon as administratively practicable afterdefined in Section 6.6(b)), provided the Effective Date Executive remains employed by the Company on such vesting date. (c) An award of 45,000 RSUs that vest in equal installments of 50% each at the one-year and two-year anniversaries of the date hereof, provided the Executive remains employed by the Company on such vesting date. (d) An award of 150,000 RSUs that vest only upon a Change of Control of the Company, provided the Executive remains employed by the Company on the date such Change of Control is consummated. (e) An incentive stock option to purchase 70,000 shares of the Company’s common stock (the actual date of grant, the “Grant DateOption”), with an exercise price per share equal to the Company will fair market value of the Company’s common stock on the Option grant Executive 134,650 shares of restricted Company common stock, all of which shall be subject to a risk of forfeiture until the time at which the applicable vesting conditions have been satisfied (the “Restricted Shares”)date, and 89,767 performance stock units, all of which shall be subject to a risk of forfeiture until with vesting on the time at which following schedule: (i) 25,000 upon the applicable vesting conditions have been satisfied (the “PSUs”). Each PSU shall constitute the contingent right to receive up to 2 shares of Company common stock. 3.3.1 The Restricted Shares shall vest, and the risk of forfeiture thereon lapse, on January 2, 2022, subject to Executive’s continuous service to the Company through the applicable vesting date. The Restricted Shares will otherwise be subject to Article 6 hereof, the terms six-month anniversary of the EIP, date hereof; (ii) 15,000 on the one-year anniversary of the date hereof; (iii) 15,000 on the two-year anniversary of the date hereof; and a restricted stock award agreement in (iv) 15,000 on the form attached hereto as Exhibit A. 3.3.2 The PSUs shall be eligible to vest based on an achievement factor (three-year anniversary of the “Achievement Factor”) determined using a pre-established formula tied to the achievement of relative total shareholder return targets set by the Board for the Company compared to a peer group of companies established by the Boarddate hereof, in each case, following a good faith consultation with Executive (the “Relative TSR Targets”), measured over two distinct but overlapping performance periods (each, a “Performance Period”). Each Performance Period will commence on January 1, 2019, with the first Performance Period ending on December 31, 2020 (the “2-Year Performance Period”) and the second Performance Period ending on December 31, 2021 (the “3-Year Performance Period”). As soon as administratively practicable following the completion of a Performance Period (but in no event later than the first regularly scheduled meeting of the Compensation Committee following the completion of the Performance Period), the Board or the Compensation Committee shall certify the Company’s performance against the Relative TSR Targets and the Achievement Factor applicable to such Performance Period as the result of such achievement. Within 10 days following the Board’s or the Compensation Committee’s certification of the Achievement Factor for the 2-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock determined by multiplying (a) 0.5 times (b) the Achievement Factor for the 2-Year Performance Period times (c) the total number of target-level PSUs. Within 10 days following the Board’s certification of the Achievement Factor for the 3-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock equal subject to the greater of (i) the difference obtained by subtracting (A) the number of shares of Company common stock issued in settlement of the PSUs for the 2-Year Performance Period from (B) the product obtained by multiplying (1) the Achievement Factor for the 3-Year Performance Period times (2) the total number of target-level PSUs or (ii) the product obtained by multiplying (x) 0.5 times (y) the Achievement Factor for the 3-Year Performance Period times (z) the total number of target-level PSUs. Except as otherwise provided in this Agreement, Executive must remain remaining employed by the Company through on the end of a Performance Period applicable vesting date. (f) A long-term incentive stock option to be eligible for purchase shares of Company the Company’s common stock, with an exercise price per share equal to the fair market value of the Company’s common stock issued in settlement on the Option grant date, that vests subject to milestone-based vesting conditions if achieved prior to December 31, 2025, as further described below, and is subject to the executive officer’s continued service with the Company as of the PSUs for such Performance Period. The PSUs will otherwise be subject to Article 6 hereof, the terms of the EIP, and a performance stock unit award agreement in the form attached hereto as Exhibit B.applicable vesting date. 3.3.3 If, prior to the Grant Date, (i) the Executive’s employment is terminated by 45,000 options will vest immediately if the Company without Cause or by the Executive obtains U.S. Food and Drug Administration approval for Good Reason, its product DrugSorb (“Milestone 1”) (ii) 45,000 options will vest immediately if the Executive dies Company achieves $80 million or becomes Disabledmore in annual ex-U.S. sales (“Milestone 2”), or (iii) a Change in Control occurs, then Sections 3.3.1 and 3.3.2 shall become null and void, and 50,000 options will vest immediately if the Company achieves $20 million or more in annual U.S. sales (“Milestone 3”), and (iv) 75,000 options will vest immediately if the Company achieves U.S. GAAP breakeven (“Milestone 4”). Such awards shall pay to be governed by the Executive a lump sum cash amount equal to $2.5 million, to be paid within 30 days following the date of the Change in Control or the Termination DateLTIP and applicable restricted stock unit and/or stock option award agreements, as applicable, between the Executive and the Company. In the event of any conflict or ambiguity between this Agreement and the LTIP or the applicable award agreement, the LTIP and the award agreement shall govern. The Executive’s Options and RSUs will be adjusted on the same basis as all other shareholders to account for any stock split, stock dividend or recapitalization.

Sign-On Equity Awards. Pursuant In consideration of the Executive’s entering into this Agreement and as an inducement to join the Xxxxxxx Xxxx Homes Company, the Executive shall be granted the following equity awards which are intended to be inducement awards under Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules and will be granted outside of the Amended and Restated 2012 Equity CytoSorbents Corporation 2014 Long-Term Incentive Plan (the “LTIP”). Although granted as may be amended or supersededan inducement award outside of the Plan, the equity awards shall be subject to the terms of the LTIP as if issued thereunder. For the avoidance of doubt, references to the “EIP”date hereof” in clauses (b), on(c) and (d) of this Section 4.3 shall refer to the date of this Agreement and not the date on which, if ever, such equity awards are granted following satisfaction of the condition described in the prior sentence. (a) A signing award of 110,000 restricted stock units (“RSUs”) that vest upon the earlier of (i) a Change of Control of the Company (as defined in Section 6.6(b)), provided the Executive remains employed by the Company on such vesting date or as soon as administratively practicable after, (ii) the Effective Date four (4) years anniversary from the actual date of grant, provided the Executive remains employed by the Company on such vesting date. (b) An award of 65,000 RSUs that vest in equal installments of 50% each at the one-year and two-year anniversaries of the date hereof, provided the Executive remains employed by the Company on such vesting date. (c) An award of 175,000 RSUs that vest only upon a Change of Control of the Company, provided the Executive remains employed by the Company on the date such Change of Control is consummated. (d) A nonqualified stock option to purchase 80,000 shares of the Company’s common stock (the “Grant DateOption”), with an exercise price per share equal to the Company will fair market value of the Company’s common stock on the Option grant Executive 134,650 shares of restricted Company common stock, all of which shall be subject to a risk of forfeiture until the time at which the applicable vesting conditions have been satisfied (the “Restricted Shares”)date, and 89,767 performance stock units, all of which shall be subject to a risk of forfeiture until with vesting on the time at which following schedule: (i) 41,000 upon the applicable vesting conditions have been satisfied (the “PSUs”). Each PSU shall constitute the contingent right to receive up to 2 shares of Company common stock. 3.3.1 The Restricted Shares shall vest, and the risk of forfeiture thereon lapse, on January 2, 2022, subject to Executive’s continuous service to the Company through the applicable vesting date. The Restricted Shares will otherwise be subject to Article 6 hereof, the terms six-month anniversary of the EIP, date hereof; (ii) 13,000 on the one-year anniversary of the date hereof; (iii) 13,000 on the two-year anniversary of the date hereof; and a restricted stock award agreement in (iv) 13,000 on the form attached hereto as Exhibit A. 3.3.2 The PSUs shall be eligible to vest based on an achievement factor (three-year anniversary of the “Achievement Factor”) determined using a pre-established formula tied to the achievement of relative total shareholder return targets set by the Board for the Company compared to a peer group of companies established by the Boarddate hereof, in each case, following a good faith consultation with Executive (the “Relative TSR Targets”), measured over two distinct but overlapping performance periods (each, a “Performance Period”). Each Performance Period will commence on January 1, 2019, with the first Performance Period ending on December 31, 2020 (the “2-Year Performance Period”) and the second Performance Period ending on December 31, 2021 (the “3-Year Performance Period”). As soon as administratively practicable following the completion of a Performance Period (but in no event later than the first regularly scheduled meeting of the Compensation Committee following the completion of the Performance Period), the Board or the Compensation Committee shall certify the Company’s performance against the Relative TSR Targets and the Achievement Factor applicable to such Performance Period as the result of such achievement. Within 10 days following the Board’s or the Compensation Committee’s certification of the Achievement Factor for the 2-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock determined by multiplying (a) 0.5 times (b) the Achievement Factor for the 2-Year Performance Period times (c) the total number of target-level PSUs. Within 10 days following the Board’s certification of the Achievement Factor for the 3-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock equal subject to the greater of (i) the difference obtained by subtracting (A) the number of shares of Company common stock issued in settlement of the PSUs for the 2-Year Performance Period from (B) the product obtained by multiplying (1) the Achievement Factor for the 3-Year Performance Period times (2) the total number of target-level PSUs or (ii) the product obtained by multiplying (x) 0.5 times (y) the Achievement Factor for the 3-Year Performance Period times (z) the total number of target-level PSUs. Except as otherwise provided in this Agreement, Executive must remain remaining employed by the Company through on the end of a Performance Period applicable vesting date. (e) A long-term nonqualified stock option to be eligible for purchase shares of Company the Company’s common stock, with an exercise price per share equal to the fair market value of the Company’s common stock issued in settlement on the Option grant date, that vests subject to milestone-based vesting conditions if achieved on or prior to December 31, 2025, as further described below, and is subject to the executive officer’s continued service with the Company as of the PSUs for such Performance Period. The PSUs will otherwise be subject to Article 6 hereof, the terms of the EIP, and a performance stock unit award agreement in the form attached hereto as Exhibit B.applicable vesting date. 3.3.3 If, prior to the Grant Date, (i) the Executive’s employment is terminated by 60,000 options will vest immediately if the Company without Cause or by the Executive obtains U.S. Food and Drug Administration approval for Good Reason, its product DrugSorb (“Milestone 1”) (ii) 30,000 options will vest immediately if the Executive dies Company achieves $80 million or becomes Disabled, or more in annual ex-U.S. sales (“Milestone 2”), (iii) a Change in Control occurs, then Sections 3.3.1 and 3.3.2 shall become null and void, and 70,000 options will vest immediately if the Company achieves $20 million or more in annual U.S. sales (“Milestone 3”), and (iv) 55,000 options will vest immediately if the Company achieves U.S. GAAP breakeven (“Milestone 4”). Such awards shall pay to be governed by the Executive a lump sum cash amount equal to $2.5 million, to be paid within 30 days following the date of the Change in Control or the Termination DateLTIP and applicable restricted stock unit and/or stock option award agreements, as applicable, between the Executive and the Company. In the event of any conflict or ambiguity between this Agreement and the LTIP or the applicable award agreement, the LTIP and the award agreement shall govern. The Executive’s Options and RSUs will be adjusted on the same basis as all other shareholders to account for any stock split, stock dividend or recapitalization.

Sign-On Equity Awards. Pursuant Effective as of the Commencement Date, the Company shall grant the Executive 200,000 restricted stock units (the “Restricted Stock Unit Award”). Accrued dividends, if any, shall be deemed reinvested in restricted stock units which shall vest at the same time and on the same schedule as do the other restricted stock units. The Restricted Stock Unit Award shall vest and the restrictions shall lapse with respect to one-fourth of the Units on each of the first four (4) anniversaries of the Commencement Date (that is, 50,000 units, plus units attributable to related accrued dividends, if any, on each of the first, second, third and fourth anniversaries of the Commencement Date); provided that, except as otherwise provided in Section 5, the Executive is employed by the Company on each such vesting date. Upon vesting, Shares representing the vested units shall be delivered to the Xxxxxxx Xxxx Homes Amended and Restated 2012 Equity Incentive Plan (Executive, unless the Executive files a written election to defer such receipt within 30 days of the Commencement Date. Effective as may be amended or supersededof the Commencement Date, the Company shall grant the Executive a stock option (the “EIPOption”) to purchase an aggregate of 400,000 shares of the Company’s common stock, par value $0.01 (the “Shares”), on, or as soon as administratively practicable after, . The Option shall have a term of ten years from the Effective Date (the actual date of grant, subject to earlier expiration as provided herein. The per Share exercise price of the “Grant Date”), Shares underlying the Company will grant Executive 134,650 shares of restricted Company common stock, all of which Option shall be subject to a risk of forfeiture until the time at which the applicable vesting conditions have been satisfied (the “Restricted Shares”), and 89,767 performance stock units, all of which shall be subject to a risk of forfeiture until the time at which the applicable vesting conditions have been satisfied (the “PSUs”). Each PSU shall constitute the contingent right to receive up to 2 shares of Company common stock. 3.3.1 The Restricted Shares shall vest, and the risk of forfeiture thereon lapse, on January 2, 2022, subject to Executive’s continuous service to the Company through the applicable vesting date. The Restricted Shares will otherwise be subject to Article 6 hereof, the terms of the EIP, and a restricted stock award agreement in the form attached hereto as Exhibit A. 3.3.2 The PSUs shall be eligible to vest based on an achievement factor (the “Achievement Factor”) determined using a pre-established formula tied to the achievement of relative total shareholder return targets set by the Board for the Company compared to a peer group of companies established by the Board, in each case, following a good faith consultation with Executive (the “Relative TSR Targets”), measured over two distinct but overlapping performance periods (each, a “Performance Period”). Each Performance Period will commence on January 1, 2019, with the first Performance Period ending on December 31, 2020 (the “2-Year Performance Period”) and the second Performance Period ending on December 31, 2021 (the “3-Year Performance Period”). As soon as administratively practicable following the completion of a Performance Period (but in no event later than the first regularly scheduled meeting of the Compensation Committee following the completion of the Performance Period), the Board or the Compensation Committee shall certify the Company’s performance against the Relative TSR Targets and the Achievement Factor applicable to such Performance Period as the result of such achievement. Within 10 days following the Board’s or the Compensation Committee’s certification of the Achievement Factor for the 2-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock determined by multiplying (a) 0.5 times (b) the Achievement Factor for the 2-Year Performance Period times (c) the total number of target-level PSUs. Within 10 days following the Board’s certification of the Achievement Factor for the 3-Year Performance Period, the Company will issue to Executive a number of shares of Company common stock equal to the greater closing price of (i) a Share on the difference obtained by subtracting (A) New York Stock Exchange on the number date of shares of Company common stock issued in settlement grant. The Option shall vest and become exercisable with respect to one-fourth of the PSUs for Shares on each of the 2-Year Performance Period from first four (B4) anniversaries of the product obtained Commencement Date (that is, 100,000 shares on each the first, second, third and fourth anniversaries of the Commencement Date); provided that, except as otherwise provided in Section 5, the Executive is employed by multiplying (1) the Achievement Factor for the 3-Year Performance Period times (2) the total number of target-level PSUs or (ii) the product obtained by multiplying (x) 0.5 times (y) the Achievement Factor for the 3-Year Performance Period times (z) the total number of target-level PSUsCompany on each such vesting date. Except as otherwise provided in this AgreementSection 5, Executive must remain employed by the Company through the end of a Performance Period to be eligible for shares of Company common stock issued in settlement any vested and outstanding portion of the PSUs Option shall remain exercisable for such Performance Period. The PSUs will otherwise be subject to Article 6 hereof, 90 days following any termination of employment (but in no event beyond the terms original term of the EIP, and a performance stock unit award agreement in the form attached hereto as Exhibit B. 3.3.3 If, prior to the Grant Date, (iOption) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, (ii) the Executive dies or becomes Disabled, or (iii) a Change in Control occurs, then Sections 3.3.1 and 3.3.2 shall become null and void, and the Company shall pay to the Executive a lump sum cash amount equal to $2.5 million, to be paid within 30 days following the date unvested portion of the Change in Control or Restricted Stock Unit Award shall be forfeited as of the Termination Date, as applicableDate of Termination.