Common use of Vesting of Stock Clause in Contracts

Vesting of Stock. Unless otherwise approved by the Board of Directors by vote or written consent in which at least one of the Series A Directors, the B Director and at least one of the Senior C Directors concur, and except for the Assumed Options (as defined in the Merger Agreement), all stock, stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers pursuant to a stock purchase or option plan or other employee stock incentive program or otherwise ("Stock Awards") (i) shall be subject to a minimum vesting schedule of at least four years, pursuant to which 25% of the shares subject to any such Stock Award will vest no sooner than one year after the date of the issuance or grant of such Stock Award, and 75% of the shares subject to such Stock Award will vest no more frequently and no sooner than monthly on a pro rata basis beginning on the first anniversary of the date of issuance or grant of such Stock Award, (ii) shall provide for termination of vesting and forfeiture of any unvested portion of such Stock Award upon cessation of employment, and (iii) shall provide that as a condition to issuance of any shares, the recipient of such shares shall sign a written agreement in a form approved by the Board providing the Corporation with a right of first refusal on any transfer of such shares with certain exceptions for transfers to immediate family members and to trusts of which the holder is the trustee.

Appears in 3 contracts

Samples: Stockholders' Agreement (Activbiotics Inc), Stockholders' Agreement (Activbiotics Inc), Stockholders' Agreement (Activbiotics Inc)

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Vesting of Stock. Unless otherwise approved by the Board of Directors by vote or written consent in which at least one of the Series A Directors, Directors and the Series B Director and at least one of the Senior C Directors concur, and except for the Assumed Options (as defined in the Merger Agreement), all stock, stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers pursuant to a stock purchase or option plan or other employee stock incentive program or otherwise ("Stock Awards") (i) shall be subject to a minimum vesting schedule of at least four years, pursuant to which 25% of the shares subject to any such Stock Award will vest no sooner than one year after the date of the issuance or grant of such Stock Award, and 75% of the shares subject to such Stock Award will vest no more frequently and no sooner than monthly on a pro rata basis beginning on the first anniversary of the date of issuance or grant of such Stock Award, (ii) shall provide for termination of vesting and forfeiture of any unvested portion of such Stock Award upon cessation of employment, employment and (iiiii) shall provide that as a condition to issuance of any shares, the recipient of such shares shall sign a written agreement in a form approved by the Board providing the Corporation with a right of first refusal on any transfer of such shares with certain exceptions for transfers to immediate family members and to trusts of which the holder is the trustee.

Appears in 1 contract

Samples: Stockholders' Agreement (Activbiotics Inc)

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