Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units.
Terms and Conditions of the Award. The grant of Restricted Stock provided herein shall be subject to the following terms, conditions and restrictions:
Terms and Conditions of the Award. The following terms and conditions shall apply:
Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of TSR Shares confirmed in the Grant Notice. The Award of TSR Shares is made under Article VIII of the Plan. Unless and until the TSR Shares are vested and certified in the manner set forth in paragraph 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such TSR Shares.
Terms and Conditions of the Award. 1. Applicant and Proposed Guarantor(s) [Applicant to insert name and address/email/phone no.] Applicant shall also complete one Exhibit 4 for each proposed Guarantor, listing the name and address/email/phone no. of the proposed Guarantor. Each proposed Guarantor(s) must meet the conditions described in Section 7 below.
Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of TSR Shares confirmed in the Grant Notice.
Terms and Conditions of the Award. 1. Applicant and Guarantor: [APPLICANT NAME] [ADDRESS] [CITY/STATE][ZIP] [PROJECT NAME] [GUARANTOR NAME] [ADDRESS] [CITY/STATE][ZIP] Guarantor will execute and deliver the Guaranty Agreement, which will include a completion guaranty, operating deficit guaranty, and limited personal obligations (non-recourse carve-outs). Guarantor must be a capitalized person or entity who has an economic interest in Applicant, or who will otherwise obtain a material financial benefit from the Gap Financing Loan, with adequate liquid financial resources to satisfy a demand under the Guaranty Agreement.
Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice.
Terms and Conditions of the Award. For the one-time, Retention Equity Award, you will receive a grant of restricted stock units (RSUs) with a $250,000 target value in November 2019. This award will be settled in a number of shares of Exact's common stock based on the 30-day trading average at the time of the grant and will vest in full on December 31, 2020 (unless your employment is terminated earlier by GHI or Exact (or any affiliate of GHI or Exact) without Cause, in which case the award will vest in full on the date of termination). You must remain employed by GHI or Exact (or any affiliate of GHI or Exact) at the time of the grant to be eligible for the award. You will see the annual stock award details, along with award agreements, in your Fidelity account when granted. The Retention Equity Award will not be granted if the closing of the merger of Exact Sciences and GHI does not occur prior to December 31, 2019. Notwithstanding anything to the contrary in the Merger Agreement, the Genomic Health Severance Plan For Executive Management, as amended or the Genomic Health Severance Plan For Executive Management (International Version) (together, the "Severance Plans") or any other agreement between you and GHI or Exact (or any affiliate of GHI or Exact), upon a termination of employment for any reason prior to the vesting date, any then-unvested portion of the RSUs will be forfeited and immediately canceled upon such termination of employment unless otherwise provided in your award agreement. Please return a signed copy of this letter to me within five (5) days of receiving this letter, indicating your agreement to the award outlined above and the terms and conditions set forth in this letter. By signing this letter: • You acknowledge and agree that, notwithstanding anything to the contrary in the Merger Agreement, the Severance Plans or any other agreement between you and GHI or Exact (or any affiliate of GHI or Exact), (i) none of the changes in the terms and conditions of your employment in connection with the transactions contemplated by the Merger Agreement shall constitute "Good Reason" for purposes of the Merger Agreement, the Severance Plans, or any other agreement between you and GHI or Exact (or any affiliate of GHI or Exact) and (ii) this letter sets forth all rights you may have with respect to the Retention Equity Award upon a termination of your employment with GHI or Exact (or any affiliate of GHI or Exact), and you shall not have any additional rights with respect to the Re...
Terms and Conditions of the Award. 2.1 The award of restricted stock to the Employee was granted with effect from 1 April 2004.
