Stock Options/Equity Awards. Subject to Board approval and any required shareholder approval (which Company shall use its best efforts to obtain, if needed), the Company will provide Executive restricted stock grants ("Restricted Stock") and stock options as set forth in a separate agreement pursuant to the 2014 Equity Incentive Plan, as amended, of the Company (the "2014 Plan"). The exercise price of the stock options or grant value of any Restricted Stock will be the current fair market value of the Company common stock as determined by the Board consistent with the requirements of IRC Sec. 409A and other applicable statutes and the aggregate number of shares subject to the option and Restricted Stock shall be equal to one percent (1%) of outstanding common stock on the Effective Date on a fully diluted basis, as mutually agreed by the parties. The options will be subject to a four year vesting period, with twenty-five percent (25%) of Executive 's options vesting one-year after the Effective Date, and the remainder vesting thereafter on a monthly pro rata basis, provided that 100% vesting shall be triggered upon a Company Change in Control, termination of Executive 's employment by the Company without Cause, and in the event Executive terminates his employment for Good Reason ("Acceleration Triggers") and provided further that in the event the Acceleration Trigger is a Change of Control, the Executive's employment with the Company's successor is terminated by the Company successor without Cause or by the Employee with Good Reason. The Restricted Stock shall be subject to repurchase by the Company over a four (4) year period, with 100% of the Restricted Stock subject to repurchase during the first year from the Effective Date and 75% of the Restricted Stock subject to repurchase thereafter on a decreasing percentage on a monthly pro rata basis, provided that 100% of the Restricted Stock shall be fully owned upon the occurrence of an Acceleration Trigger and provided further that in the event the Acceleration Trigger is a Change of Control, the Executive 's employment with the Company 's successor is terminated by the Company successor without Cause or by the Employee with Good Reason.
Appears in 1 contract
Samples: Employment Agreement (Acucela Inc.)
Stock Options/Equity Awards. Subject to Board approval and any required shareholder approval (which Company shall use its best efforts to obtain, if needed), the Company will provide Executive restricted stock grants ("“Restricted Stock"”) and stock options (“Stock Options”) as set forth in a separate agreement agreements pursuant to the Company’s 2014 Equity Incentive Plan, as amended, of the Company amended (the "“2014 Plan"”). The exercise price of the stock options or Stock Options and the grant value of any the Restricted Stock will be the current fair market value of the Company Company’s common stock as determined by the Board consistent with the requirements of IRC Sec. 409A and other applicable statutes and the aggregate number of shares subject to the option Stock Options and Restricted Stock shall be equal to one percent (1%) of the Company’s outstanding shares of common stock on the Effective Date on a fully diluted basis, as mutually agreed by the parties. The options Stock Options will be subject to a four year vesting period, with twenty-five percent (25%) of Executive 's options the Stock Options vesting one-year after the Effective Date, and the remainder remaining seventy-five percent (75%) of the Stock Options vesting thereafter on a monthly pro rata basis, basis over the following three (3) years with the Stock Options becoming completely vested four (4) years from the Effective Date; provided that 100% vesting shall be triggered upon the occurrence of a Company Change in Control, a termination of Executive 's the Executive’s employment by the Company without Cause, and in or a termination of employment by the event Executive terminates his employment for with Good Reason ("“Acceleration Triggers"”), the number of Stock Options subject to vesting through the nine (9) and provided further that month period following the date of termination of employment (the “Termination Date”) shall become vested as of the Termination Date, or in the event the Acceleration Trigger is case of a Change of in Control, upon the Executive's closing date of the transaction that results in a Change in Control, while all remaining unvested Stock Options shall be forfeited. Executive shall have nine (9) months following the Termination Date to exercise all vested Stock Options. All unvested Stock Options also shall be forfeited upon a termination of employment with the Company's successor is terminated by the Company successor without for Cause or a termination by the Employee with Executive without Good Reason. The Restricted Stock shall be subject to repurchase by the Company over a four (4) year period, with 100% of the Restricted Stock subject to repurchase during the first year from the Effective Date and 75% of the Restricted Stock subject to repurchase thereafter on a decreasing percentage on a monthly pro rata basis, basis over the following three (3) years with the repurchase capability terminating four (4) years from the Effective Date; provided that 100% of the Restricted Stock shall be fully owned upon the occurrence of an Acceleration Trigger Trigger, the number of shares of Restricted Stock that would become fully owned by the Executive (and provided further no longer subject to the Company’s repurchase option) through the nine (9) month period following the Termination Date shall become fully owned as of the Termination Date, or in case of a Change in Control, upon the closing date of the transaction that results in a Change in Control, while all remaining shares of Restricted Stock subject to the event Company’s repurchase option shall be repurchased by the Company. All shares of Restricted Stock subject to repurchase by the Company also shall be repurchased by the Company upon a termination of employment by the Company for Cause or a termination by Executive without Good Reason. Notwithstanding the foregoing, if the Acceleration Trigger is a Change of Control, in Control and the Executive 's Executive’s employment with the Company 's Company’s successor is terminated by within twelve (12) months of the Company Change in Control either by: (a) the Company’s successor without Cause Cause, or by (b) the Employee with Good Reason, then 100% of all remaining unvested Stock Options shall become immediately vested as of the Termination Date and 100% of all Restricted Stock shall become fully owned and no longer subject to Company repurchase as of the Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Acucela Inc.)
Stock Options/Equity Awards. Subject to Board approval and any required shareholder approval (which Company shall use its best efforts to obtain, if needed), the Company will provide Executive restricted stock grants ("“Restricted Stock"”) and stock options as set forth in a separate agreement pursuant to the 2014 Equity Incentive Plan, as amended, of the Company (the "“2014 Plan"”). The exercise price of the stock options or grant value of any Restricted Stock will be the current fair market value of the Company common stock as determined by the Board consistent with the requirements of IRC Sec. 409A and other applicable statutes and the aggregate number of shares subject to the option and Restricted Stock shall be equal to one percent (1%) of outstanding common stock on the Effective Date on a fully diluted basis, as mutually agreed by the parties. The options will be subject to a four year vesting period, with twenty-five percent (25%) of Executive 's Executive’s options vesting one-year after the Effective Date, and the remainder vesting thereafter on a monthly pro rata basis, provided that 100% vesting shall be triggered upon a Company Change in Control, termination of Executive 's Executive’s employment by the Company without Cause, and in the event Executive terminates his employment for Good Reason ("“Acceleration Triggers"”) and provided further that in the event the Acceleration Trigger is a Change of Control, the Executive's ’s employment with the Company's ’s successor is terminated by the Company successor without Cause or by the Employee with Good Reason. The Restricted Stock shall be subject to repurchase by the Company over a four (4) year period, with 10075% of the Restricted Stock subject to repurchase during the first year from the Effective Date and 75% of the Restricted Stock subject to repurchase remaining thereafter on a decreasing percentage on a monthly pro rata basis, provided that 100% of the Restricted Stock shall be fully owned upon the occurrence of an Acceleration Trigger and provided further that in the event the Acceleration Trigger is a Change of Control, the Executive 's Executive’s employment with the Company 's Company’s successor is terminated by the Company successor without Cause or by the Employee with Good Reason.
Appears in 1 contract
Samples: Employment Agreement (Acucela Inc.)
Stock Options/Equity Awards. Subject to Board approval approval, availability under the Company’s Amended and Restated Stock Option Plan (the “Option Plan”) or any successor equity incentive plan, and any required shareholder approval or approval of the TSX Venture Exchange (which the Company shall use its best efforts to obtain, if needed), the Company will provide will, (i) within four (4) business days of the Effective Date, grant the Executive restricted stock grants ("Restricted Stock") and stock options as set forth in a separate agreement (“Stock Options”) exercisable into three hundred thousand (300,000) shares of the Company’s common stock pursuant to the 2014 Equity Incentive terms of the Option Plan, as amended, of the Company (the "2014 Plan"). The exercise price of all the stock options or grant value of any Restricted Stock Options granted to the Executive will be the current fair market value of the Company common stock as of the date of the grant of such Stock Options as determined by the Board consistent with the requirements of Internal Revenue Code of 1986, as amended (“IRC “) Sec. 409A and other applicable statutes and the aggregate number of shares subject to the option and Restricted statutes. All Stock Options shall be equal to one percent (1%) of outstanding common stock on the Effective Date on a fully diluted basis, as mutually agreed by the parties. The options will be subject to a four three (3) year vesting period, with twenty-five percent (25%) one third of Executive 's options the Stock Options vesting on the one-year after anniversary of the Effective grant date of the Stock Options (the “Grant Date”), an additional one-third of the Stock Options vesting on the two year anniversary of the Grant Date, and the remainder remaining one third of the Stock Options vesting thereafter on a monthly pro rata basis, the three year anniversary of the Grant Date; provided that 100% vesting shall be triggered upon a if the Executive’s employment with the Company Change in Control, termination of Executive 's employment is terminated by the Company without Cause, and in or by the event Executive terminates his employment for with Good Reason ("Acceleration Triggers") and provided further that where no Change in the event the Acceleration Trigger is a Change of ControlControl has taken place), the Executive's number of Stock Options subject to vesting through the twelve months (12) following the date of termination of employment with (the Company's successor is terminated “Termination Date”) shall become vested as of the Termination Date, while all remaining unvested Stock Options shall be forfeited. All unvested Stock Options also shall be forfeited upon a termination of employment by the Company successor without for Cause or a termination by the Employee with Executive without Good Reason. The Restricted If a Change in Control has taken place, all unvested Stock Options shall be subject to repurchase by the Company over a four (4) year period, with 100% become immediately vested as of the Restricted Stock subject to repurchase during the first year from the Effective Date and 75% effective date of the Restricted Stock subject to repurchase thereafter on a decreasing percentage on a monthly pro rata basis, provided that 100% of the Restricted Stock shall be fully owned upon the occurrence of an Acceleration Trigger and provided further that Change in the event the Acceleration Trigger is a Change of Control, the Executive 's employment with the Company 's successor is terminated by the Company successor without Cause or by the Employee with Good Reason.
Appears in 1 contract
