Common use of Vesting Schedule Clause in Contracts

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 5 contracts

Samples: Stock Option Agreement (TransDigm Group INC), Stock Option Agreement (TransDigm Group INC), Stock Option Agreement (TransDigm Group INC)

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Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The In addition, Participant explicitly acknowledges and agrees to be bound by the Restrictive Covenants set forth in Section 3.6 of the Restricted Stock Unit Agreement. Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Notice within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. Participant acknowledges that Section 4.5 of the Restricted Stock Unit Agreement amends the governing law of Participant’s Invention & Secrecy Agreement (as defined in the Restricted Stock Unit Agreement) and hereby agrees to such amendment. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Incentive Award Plan Restricted Stock (Cubic Corp /De/), Notice and Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Optionee’s continued status as an Employee, Consultant or Non-Employee Director, the Option shall be eligible to vest and become exercisable upon with respect to twenty-five percent (25%) of the achievement shares of performance objectives over Common Stock subject thereto on the period first anniversary of the Vesting Commencement Date set forth in Exhibit B hereto above (provided that the Participant is “Vesting Commencement Date”), and with respect to an Eligible Person (as defined in additional 1/48th of the Plan) at all times during the period beginning shares of Common Stock subject thereto on the Grant Date and ending on the applicable vesting date): each monthly anniversary thereafter. By his or her signature, the Participant Optionee agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Optionee has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT REACHLOCAL, INC. OPTIONEE By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedReachLocal, Inc., a Delaware corporation (the “Company”), has granted to the Participant Optionee an option (the “Option”)1 under the Company’s 2006 Amended and Restated 2008 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice.

Appears in 4 contracts

Samples: Stock Option Agreement (ReachLocal Inc), Stock Option Agreement (ReachLocal Inc), Stock Option Agreement (ReachLocal Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Agreement within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject [The Shares subject to this Award vest when you complete twelve months of continuous Service as an Employee or a Consultant from the Vesting Commencement Date.] [Sample language – actual vesting to be inserted.] By your signature and the signature of the Company’s representative below, you and the Company agree that these Restricted Shares are granted under and governed by the term and conditions of the Plan and the Restricted Stock Agreement (the “Agreement”), both of which are attached to and made a part of this document. By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail. [NAME OF RECIPIENT] VIOLIN MEMORY, INC. By: Title: VIOLIN MEMORY, INC. NOTICE OF RESTRICTED STOCK AWARD VIOLIN MEMORY, INC. 2012 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Payment For Shares No cash payment is required for the Shares you receive. You are receiving the Shares in consideration for Services rendered by you. Vesting The Shares that you are receiving will vest in installments, as shown in the Notice of Restricted Stock Award. No additional Shares vest after your Service as an Employee or a Consultant has terminated for any reason. Shares Restricted Unvested Shares will be considered “Restricted Shares.” Except to the extent permitted by the Committee, you may not sell, transfer, assign, pledge or otherwise dispose of Restricted Shares. Forfeiture If your Service terminates for any reason, then your Shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited. The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons. Leaves Of Absence For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work. If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Option Agreement Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. Stock Certificates The certificates for the Restricted Shares have stamped on them a special legend referring to the forfeiture restrictions. In addition to or in lieu of imposing the legend, the Company may hold the certificates in escrow. As your vested percentage increases, you may request (including without limitation at reasonable intervals) that the Company release to you a non-legended certificate for your vested Shares. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT Shareholder Rights During the period of time between the date of grant and the date the Restricted Shares become vested, you shall have all exhibits theretothe rights of a shareholder with respect to the Restricted Shares except for the right to transfer the Restricted Shares, as set forth above. Accordingly, you shall have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted Shares. Withholding Taxes Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided you acknowledge that the Participant ultimate liability for all Tax-Related Items legally due by you is an Eligible Person and remains your responsibility and that the Company and/or your Employer (as defined 1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan) at all times during shares received under this Award, including the period beginning on the Grant Date and ending on the applicable award or vesting date): By his or her signatureof such shares, the Participant agrees subsequent sale of shares under this Award and the receipt of any dividends; and (2) do not commit to structure the terms of the award to reduce or eliminate your liability for Tax-Related Items. No stock certificates will be bound released to you, unless you have paid or made adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or your Employer. In this regard, you authorize the Company and/or your Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the terms and conditions Company and/or your Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, a) withholding shares that otherwise would be delivered to you when they vest having a Fair Market Value equal to the amount necessary to satisfy the minimum statutory withholding amount , b) having the Company withhold taxes from the proceeds of the Plansale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Stock Option Agreement and Company (on your behalf pursuant to this Grant Noticeauthorization), or (c) any other arrangement approved by the Company. The Participant has reviewed fair market value of these shares, determined as of the Stock Option Agreementdate when taxes otherwise would have been withheld in cash, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that will be applied as a condition credit against the withholding taxes. Finally, you shall pay to receiving the Option, Company or your Employer any amount of Tax-Related Items that the Participant shall comply with Company or the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees Employer may be required to accept withhold as binding, conclusive and final all decisions or interpretations a result of the Committee upon any questions arising under your participation in the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number your acquisition of shares that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section. VIOLIN MEMORY, INC. RESTRICTED STOCK AGREEMENT Restrictions On Resale You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of Stock indicated in time after the Grant Noticetermination of your Service as the Company may specify.

Appears in 4 contracts

Samples: Restricted Stock Agreement (Violin Memory Inc), Restricted Stock Agreement (Violin Memory Inc), Restricted Stock Agreement (Violin Memory Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [Insert Vesting Schedule.] If Participant’s Continuous Status as a Participant ends for any reason before Participant vests in all or some of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Units, the Option shall be eligible unvested Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will terminate and never will vest, unless specifically provided otherwise in this Award Agreement or in another written agreement between Participant and Micron Technology, Inc. (the achievement ”Company”) or any of performance objectives over the period set forth in Exhibit B hereto its Subsidiaries or Parents, as applicable (provided that any such other written agreement must have been duly authorized and signed by an officer of the Company or any of its Subsidiaries or Parents). By Participant is an Eligible Person electronically accepting this Agreement or manually signing this Agreement (in either case, as defined and in the Planmanner specified by the Company), Participant and the Company agree that (1) at all times during the period beginning on the Grant Date this Restricted Stock Unit Award is granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan and this Award Agreement, which constitutes an Award Certificate for purposes of the Plan, (2) Participant acknowledges that Participant has received a copy of the Stock Option Agreement Plan and this Grant Notice. The the prospectus for the Plan (and/or that Participant has electronic access to a copy of the Plan and prospectus), (3) Participant acknowledges that Participant has reviewed the Stock Option AgreementPlan, the Plan related prospectus, and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing signing or accepting this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant NoticeAward Agreement, the Stock Option Agreement and the Plan. The (4) Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionPlan and this Award Agreement. TRANSDIGM GROUP INCORPORATED [PARTICIPANT By______________________________ Signature ______________________________ Printed Name][Note: By: Print Name: Print Name: Title: Address: Address: delete for electronic acceptance form] EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 3 contracts

Samples: Option Agreement (Micron Technology Inc), Restricted Stock Agreement (Micron Technology Inc), Restricted Stock Unit Agreement (Micron Technology Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Notice within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED IMAGE ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print By: Title: Name: Title: Address: 00000 Xxxxxxxx Xxxxxx, Ste 200 Address: Chatsworth, CA 91311 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedImage Entertainment, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 3 contracts

Samples: Restricted Stock Award Agreement (Image Entertainment Inc), Restricted Stock Award Agreement (Image Entertainment Inc), Restricted Stock Award Agreement (Image Entertainment Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [Insert Vesting Schedule.] In the event of cessation of Participant’s status as a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will terminate immediately, unless specifically provided otherwise in this Award Agreement or other written agreement between Participant and the Company or any of its Subsidiaries or Parents, as applicable. By Participant’s signature and the signature of the representative of Transphorm, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in the residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: TRANSPHORM, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Transphorm, Inc.), Restricted Stock Unit Agreement (Transphorm, Inc.), Restricted Stock Unit Agreement (Transphorm, Inc.)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not electronically accept this Grant Notice within sixty (60) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her signature below is a condition to the receipt of this Award. As a result, unless otherwise determined by the Board (or any Committee to which administration of the Plan has been delegated by the Board), in the event Participant does not sign this Grant Notice in the space indicated below and return the executed Grant Notice to the Company within sixty (60) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. CUBIC CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT AWARD AGREEMENT

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/), Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject The Shares subject to this Share Purchase Right shall vest and be released from the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Company’s Repurchase Option, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person Restricted Stock Purchase Agreement, according to the following schedule: [25% of the Shares shall be released from the Company’s Repurchase Option (as defined in the PlanRestricted Stock Purchase Agreement) at all times during the period beginning on the Grant first anniversary of the Vesting Start Date and ending 1/48th of the total number of Shares shall be released from the Company’s Repurchase Option thereafter so that 100% of the Shares shall be released from such Repurchase Option on the applicable fourth (4th) anniversary of the Vesting Start Date, subject to Purchaser remaining a Service Provider through each such vesting date): .] By his or her signaturesignature and the Company’s signature below, the Participant Xxxxxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Purchase Agreement and this Grant Notice. The Participant Purchaser has reviewed the Restricted Stock Option Purchase Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all the provisions of this Grant Notice, the Restricted Stock Option Purchase Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Purchase Agreement. If Xxxxxxxxx is married, his or her spouse has signed the Consent of Spouse attached to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT this Grant Notice as Exhibit D. NEVRO CORPORATION: PURCHASER: By: By: Print Name: Print Name: Title: Title: Address: Address: EXHIBIT A TO STOCK OPTION PURCHASE RIGHT GRANT NOTICE RESTRICTED STOCK OPTION PURCHASE AGREEMENT Pursuant to the Stock Option Purchase Right Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Purchase Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedNevro Corporation, a Delaware corporation (the “Company”), ) has granted to Purchaser (as defined in the Participant an option (Grant Notice) the “Option”)1 right to purchase the number of shares of Restricted Stock under the Company’s 2006 Nevro Corporation 2007 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 2 contracts

Samples: 2007 Stock Incentive Plan (Nevro Corp), 2007 Stock Incentive Plan (Nevro Corp)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period periods set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) subject to Participant’s Continuous Service at all times during the period beginning on the Grant Date and ending on the applicable vesting date, except as otherwise set forth in the Stock Option Agreement): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PERIMETER SOLUTIONS SA PARTICIPANT By: By: Print Name: Print Name: Title: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedPerimeter Solutions SA, a Delaware corporation public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2021 Equity Incentive Plan (the “Plan”) to purchase receive the number of shares of Stock Shares indicated in the Grant NoticeNotice upon the terms and conditions set forth in the Plan and this Agreement.

Appears in 2 contracts

Samples: Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, this Option may be exercised, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE] Termination Period: This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of the Stock Plan or Section 20 of Exhibit A hereto. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated above. PARTICIPANT: REALPAGE, INC. Signature By Print Name Title EXHIBIT A

Appears in 2 contracts

Samples: Stock Option Award Agreement (Realpage Inc), Stock Option Award Agreement (Realpage Inc)

Vesting Schedule. Subject The Option Shares shall initially be unvested and subject to repurchase by the terms Corporation, at the Exercise Price paid per share. Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall lapse with respect to, one-third of the Stock Option Agreement Shares on each of the first, second and third anniversaries of _______________, 1998, (including without limitation all exhibits theretothe "Closing Date"), the Option shall be eligible date of closing under the Agreement and Plan of Merger dated March ____, 1998 among the Corporation, ATI Acquisition Corp. and Acute Therapeutics, Inc. However, in the event that Optionee's Service is terminated by the Corporation prior to become exercisable upon the achievement third anniversary of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (Closing Date for any reason other than Cause, as defined in the Plan) at Employment Agreement, or a breach by Optionee of the Employment Agreement, vesting of the Option Shares shall accelerate so that the Corporation's repurchase right shall lapse with respect to, and Optionee shall acquire a vested interest in, all times during of the period beginning on Option Shares as of the Grant Date effective date of such termination. In no event shall any additional Option Shares vest after Optionee's termination of Service. Optionee understands and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee understands and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition the Option is granted subject to receiving the Option, the Participant shall comply and in accordance with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations terms of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Corporations's 1998 Stock Incentive Plan (the "Plan") attached hereto as Exhibit B. REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHT SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE. No Employment or Service Contract. Nothing in this Notice shall confer upon Optionee any right to purchase continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the number rights of shares the Corporation (or any parent or subsidiary employing or retaining Optionee) or of Stock indicated Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service in accordance with applicable law or the Grant NoticeEmployment Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Discovery Laboratories Inc), Agreement and Plan of Merger (Discovery Laboratories Inc /De/)

Vesting Schedule. Subject The Participant will be deemed to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), have accepted the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees agreed to be bound by the terms and conditions of the Plan, the Stock Agreement and this Grant Notice, unless the Participant informs the Company in writing within 30 days immediately following the date of the Company’s electronic or other written notification to the Participant of the grant of the Option (the “Notification Date”) that the Participant wishes to reject the Option. Failure to notify the Company in writing of the Participant’s rejection of the Option during this 30-day period will result in the Participant’s acceptance of the Option and the Participant’s agreement to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. The In addition, the Participant may accept the Option and agree to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice by signing below following the Notification Date. By accepting the Option, Participant agrees that he or she has reviewed the Stock Option Agreement, the Plan and this the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Option and fully understands all provisions of this the Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, the Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED FUNKO, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Shares set forth in the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement, Stock Option Grant Notice And (Funko, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED IMAGE ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print By: Title: Name: Title: Address: 20525 Xxxxxxxx Street, Ste 200 Chatsworth, CA 91311 Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedImage Entertainment, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (Image Entertainment Inc), Stock Option Agreement (Image Entertainment Inc)

Vesting Schedule. Subject The Option shall vest and become exercisable as to 25% of the total number of Shares subject to the terms Option (rounded down to the next whole number of Shares) on each of the Stock first four anniversaries of the Vesting Commencement Date, so that all of the Option Agreement shall be fully vested and exercisable on the fourth (including without limitation all exhibits thereto)4th) anniversary of the Vesting Commencement Date, subject to Participant remaining a Service Provider through each such vesting date. Notwithstanding the foregoing, the Option shall be eligible subject to become exercisable upon accelerated vesting and exercisability to the achievement of performance objectives over extent, if any, provided in Participant’s employment or consulting agreement or offer letter with the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Company or its affiliate. By his or her signaturesignature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT FALCON ACQUISITION GROUP, INC.: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedFalcon Acquisition Group, a Delaware corporation Inc. (the “Company”), ) has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Stock Shares indicated in the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (Frontier Group Holdings, Inc.), Stock Option Agreement (Frontier Group Holdings, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the one (including without limitation all exhibits thereto)1)-year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person Restricted Stock Units will vest on each Quarterly Vesting Date (as defined below) thereafter, subject to Participant continuing to be a Service Provider through each such date.] A “Quarterly Vesting Date” is the first trading day on or after each of [February 15], [May 15], [August 15], and [November 15]. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureRestricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of Revolve Group, Inc. (the “Company”) below, Participant agrees to be bound and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: REVOLVE GROUP, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Revolve Group, LLC), Restricted Stock Unit Agreement (Advance Holdings, LLC)

Vesting Schedule. Subject Vesting Date(s): This Award shall vest on the date(s) set forth on Exhibit B subject to the terms satisfaction of the Stock Option Agreement terms and conditions described in the exhibits (including without limitation all exhibits schedules subject thereto). By Xxxxxxx’s signature and the signature of the representative of the Company below, Grantee and the Option shall be eligible to become exercisable upon the achievement Company agree that this Award of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant PSUs is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including the Terms and Conditions of Performance Unit Grant Noticeattached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant Xxxxxxx acknowledges receipt of a copy of the Plan. Xxxxxxx has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under relating to the Plan or relating this Award Agreement. Xxxxxxx further agrees to notify the OptionCompany upon any change in Xxxxxxx’s residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: GRANTEE BAKKT HOLDINGS, INC. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Grantee Residence Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION BAKKT HOLDINGS, INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.TERMS AND CONDITIONS OF PERFORMANCE UNIT GRANT

Appears in 2 contracts

Samples: Performance Unit Agreement (Bakkt Holdings, Inc.), Performance Unit Agreement (Bakkt Holdings, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Optionee’s continued status as an Employee, the Option shall be eligible to vest and become exercisable upon with respect to twenty-five percent (25%) of the achievement shares of performance objectives over Common Stock subject thereto on the period first anniversary of the Vesting Commencement Date set forth in Exhibit B hereto above (provided that the Participant is “Vesting Commencement Date”), and with respect to an Eligible Person (as defined in additional 1/48th of the Plan) at all times during the period beginning shares of Common Stock subject thereto on the Grant Date and ending on the applicable vesting date): each monthly anniversary thereafter. By his or her signature, the Participant Optionee agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Optionee has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT REACHLOCAL, INC. OPTIONEE By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedReachLocal, Inc., a Delaware corporation (the “Company”), has granted to the Participant Optionee an option (the “Option”)1 under the Company’s 2006 Amended and Restated 2008 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (ReachLocal Inc), Stock Option Agreement (ReachLocal Inc)

Vesting Schedule. Subject to the terms See Section 1 of the Stock Option Agreement Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that: ● The Option is governed by this Grant Notice, certain provisions of the Company’s 2019 Equity Incentive Plan, as the same may be amended or restated from time to time (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (“Plan”) as defined specified in the Plan) at all times during Stock Option Agreement, and the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions provisions of the Plan, the Stock Option Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) the Option Agreement may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. ● You consent to receive this Grant Notice. The Participant has reviewed , the Stock Option Agreement, the Plan, the prospectus regarding the Option (“Prospectus”) and any other related documents by electronic delivery and to have the Option administered through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. ● You have read and are familiar with the applicable provisions of the Plan and the provisions of this Grant Notice, the Stock Option Agreement, and the Notice of Exercise. In the event of any conflict between (i) the provisions in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, the Stock Option Agreement or the Notice of Exercise and fully understands all (ii) the applicable provisions of the Plan, the provisions of this Grant Notice, the Stock Option Agreement and the PlanNotice of Exercise shall control. The Participant agrees Stock Option Agreement and your Employment Terms offer letter, dated May 3, 2019, as amended pursuant to the Modification of Offer Letter Agreement, dated February 19, 2020 and April 12, 2023, between you and the Company, as may be further amended from time to time (the “Offer Letter”) sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that as a condition to receiving subject (including any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written agreement between the OptionCompany and you), the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees exception of other equity awards previously granted to accept as bindingyou. In the event of any conflict between the provisions of (i) this Grant Notice, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Agreement and the Notice of Exercise and (ii) the Offer Letter, including with respect to vesting acceleration upon a separation of service, the provisions of this Grant Notice”) to which this , the Stock Option Agreement and the Notice of Exercise shall control. ● Counterparts may be delivered via facsimile, electronic mail (this “including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. Fastly, Inc. By:/s/ Xxxx Xxxxxxxxxxx Signature Title: Chief Executive Officer Date: April 17, 2023 Optionholder /s/ Xxxxx Xxxxxxx Signature Date: April 17, 2023 Attachments: Stock Option Agreement”) is attached, TransDigm Group IncorporatedNotice of Exercise, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Plan Attachment I Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.Option Agreement

Appears in 2 contracts

Samples: Letter Agreement (Fastly, Inc.), Letter Agreement (Fastly, Inc.)

Vesting Schedule. Subject to The Shares will vest in four equal annual installments, with the terms first such installment vesting on the one-year anniversary of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending the last such installment vesting on the four-year anniversary of the Grant Date, in each case subject to the Participant’s continued employment with or service to the Company on each applicable vesting date): . By his or her signaturesignature and the Company’s and the Partnership’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT CORESITE REALTY CORPORATION: By: By: Xxxxxx Xxx Print Name: Print Name: Title: Address: Address: CORESITE L.P.: By: Print Name: Title: Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedCoreSite Realty Corporation, a Delaware Maryland corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Restricted Stock under the CoreSite Realty Corporation and CoreSite, L.P. 2010 Equity Incentive Award Plan (the "Plan”) indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (CoreSite Realty Corp), Restricted Stock Award Agreement (CoreSite Realty Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan, this Award Agreement or any other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary, as applicable) governing the terms of the Stock Option Agreement (including without limitation all exhibits thereto)this Award, the Option shall Restricted Stock Units will be eligible scheduled to become exercisable upon vest according to the achievement following vesting schedule: [Restricted Stock Units will vest as to 1/16th of performance objectives over the period set forth in Exhibit B hereto (provided that Number of Restricted Stock Units each 3 months following the Vesting Commencement Date, so as to be 100% vested on the fourth anniversary of the Vesting Commencement Date, subject to the Participant is an Eligible Person continuing to be a Service Provider (as defined in the Plan) at all times during through such vesting dates.] If Participant ceases to be a Service Provider for any or no reason before vesting in the period beginning Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire Shares hereunder will immediately terminate. By clicking on the Grant Date “I accept” button, Participant represents that Participant and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Notice of Grant, the Terms and Conditions of Restricted Stock Option Unit Grant, attached hereto as Exhibit A, the Country Addendum to the Restricted Stock Unit Agreement attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto, each of which are made a part of this Grant Noticedocument. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing accepting this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: Participant further agrees to notify the Company upon any change in the residence address. AMBARELLA, INC. /s/ Xxxxxxx Xxxxxxxx General Counsel and Corporate Secretary EXHIBIT A TO AMBARELLA, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK OPTION GRANT NOTICE UNIT AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Ambarella Inc), Restricted Stock Unit Agreement (Ambarella Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period periods set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) subject to Participant’s Continuous Service at all times during the period beginning on the Grant Date and ending on the applicable vesting date, except as otherwise set forth in the Stock Option Agreement): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PERIMETER SOLUTIONS SA PARTICIPANT By: By: Print Name: Print Name: Title: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedPerimeter Solutions SA, a Delaware corporation public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2021 Equity Incentive Plan (the “Plan”) to purchase receive the number of shares of Stock Shares indicated in the Grant NoticeNotice upon the terms and conditions set forth in the Plan and this Agreement.

Appears in 2 contracts

Samples: Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in Exhibit B hereto (provided that to this Grant Notice. By electronically accepting the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureAward, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Award and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, U.S. prospectus for the Participant shall comply with Plan and the Stock Retention Guidelines set forth on Exhibit C. The Participant tax supplement to the U.S. prospectus for Holder’s country of employment. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO PERFORMANCE RESTRICTED STOCK OPTION UNIT GRANT NOTICE PERFORMANCE RESTRICTED STOCK OPTION UNIT AGREEMENT Pursuant to the Performance Restricted Stock Option Unit Grant Notice (the “Grant Notice”) to which this Performance Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 2 contracts

Samples: Performance Restricted Stock Unit Agreement, Performance Restricted Stock Unit Agreement (Life Technologies Corp)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED IMAGE ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print By: Title: Name: Title: Address: 00000 Xxxxxxxx Xxxxxx, Ste 200 Chatsworth, CA 91311 Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedImage Entertainment, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 2 contracts

Samples: Stock Option Agreement (Image Entertainment Inc), Stock Option Agreement (Image Entertainment Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period accelerated vesting as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the following schedule: [insert vesting schedule here] Termination Period: This Option will be exercisable for ninety (90) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the days after Participant agrees ceases to be bound a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for five (5) years after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 15 of the Plan. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the PlanPlan and this Option Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Option Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAgreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Option Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: SANMINA CORPORATION Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Equity Incentive Plan (Sanmina Corp)

Vesting Schedule. Subject The number of Performance Units subject to the Award that may vest will be determined as specified in the Performance Unit Award Determination, Vesting and Issuance Criteria attached as Attachment I to this Notice of Grant (the “Vesting and Issuance Criteria”). The Target Number of Performance Units represent the number of Performance Units that would vest if the Participant satisfies the service vesting conditions set forth in the Vesting and Issuance Criteria and the Company achieves exactly 100% of the Company’s target performance goal specified in the Vesting and Issuance Criteria. In no event will more than the Maximum Number of Performance Units vest. Except as provided in Section 10 of the Vesting and Issuance Criteria, the terms of this Award Agreement supersede any employment agreement, including but not limited to the Employment Agreement dated [DATE] by and between Participant and the Company, and any amendments thereto or restatements thereof (together, the “Employment Agreement”), or other individual agreement between the Participant and the Company and any generally applicable severance or change-in-control plan, policy, or practice, whether written or unwritten, of the Company to the extent that such agreement, plan, policy or practice provides for vesting acceleration of equity awards, such that the terms of the Stock Option Award Agreement (including without limitation all exhibits thereto)constitutes the entire agreement between the Company and Participant with respect to the Award. Except to the extent otherwise specified in the Vesting and Issuance Criteria, in the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Performance Units, the Option shall be eligible Performance Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. Participant acknowledges receipt of a copy of the achievement Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of performance objectives over the period terms and provisions thereof, except as explicitly set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant NoticeAward Agreement. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in the residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: TRUECAR, INC. Exhibit 10.3 Signature By [Xxxx Xxxxxx] Print Name: Name Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to Name [EVP, Chief People Officer Title Attachment I Performance Unit Award Determination, Vesting and Issuance Criteria The number of Performance Units that may vest will be determined in accordance with the Stock Option Grant Notice following criteria. Certain capitalized terms used herein have the meanings set forth in Section 11 of this Attachment I (the “Grant NoticeVesting and Issuance Criteria”) or assigned to which them throughout this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant NoticeVesting and Issuance Criteria.

Appears in 1 contract

Samples: Performance Unit Award Agreement (TrueCar, Inc.)

Vesting Schedule. Subject [ ⚫ ]1 The Participant will be deemed to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), have accepted the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees agreed to be bound by the terms and conditions of the Plan, the Stock Agreement and this Grant Notice, unless the Participant informs the Company in writing within 30 days immediately following the date of the Company’s electronic or other written notification to the Participant of the grant of the Option (the “Notification Date”) that the Participant wishes to reject the Option. Failure to notify the Company in writing of the Participant’s rejection of the Option during this 30-day period will result in the Participant’s acceptance of the Option and the Participant’s agreement to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. The In addition, the Participant may accept the Option and agree to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice by signing below following the Notification Date. By accepting the Option, Participant agrees that he or she has reviewed the Stock Option Agreement, the Plan and this the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Option and fully understands all provisions of this the Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, the Grant Notice or relating the Agreement. 1 Note to the OptionDraft: Confirm applicable vesting conditions. TRANSDIGM GROUP INCORPORATED VROOM, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Shares set forth in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Grant Notice And (Vroom, Inc.)

Vesting Schedule. Subject The shares subject to the terms Option shall vest and become exercisable as set forth in Article III of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement; provided, however, that notwithstanding anything contained in this Grant Notice or the Stock Option Agreement, the Option shall not be eligible exercisable to become exercisable upon any extent by anyone prior to the achievement of performance objectives over the period set forth in Exhibit B hereto (provided time that the Participant is an Eligible Person Plan Amendment (as defined in the PlanStock Option Agreement) at all times during is approved by the period beginning on the Grant Date and ending on the applicable vesting date): Company’s stockholders. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED THE SPECTRANETICS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE THE SPECTRANETICS CORPORATION STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedThe Spectranetics Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Spectranetics Corp)

Vesting Schedule. Subject 25% of the original number of shares subject to the terms Option (rounded down to the next whole number of shares) shall vest one year after the Vesting Commencement Date, and 1/48th of the Stock original number of shares subject to the Option Agreement (including without limitation rounded down to the next whole number of shares) shall vest on the last day of each one-month period of Participant’s service as an Employee, Director, or Consultant thereafter, so that all exhibits thereto), of the shares subject to the Option shall be eligible vested on the fourth (4th) anniversary of the Vesting Commencement Date. [Note: Variations approved by the Administrator may be specified in individual agreements] Notwithstanding the foregoing vesting schedule, in no event may the Option be exercised prior to become exercisable upon the achievement earlier of performance objectives over (i) August 1, 2018, or (ii) immediately prior to the period set forth consummation of a Change in Exhibit B hereto Control under Section 2.8(a), (provided that c) or (d) of the Participant is Plan which results in an Eligible Person (“ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended, or any successor statute (such date, the “Initial Exercisability Date”). In addition, this Option was granted subject to stockholder approval of the Plan) at all times during . To the period beginning extent the Plan is not approved by the Company’s stockholders on the Grant Date or prior to August 26, 2016, this Option shall be canceled and ending on the applicable vesting date): become null and void. By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED GOLDEN ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

Appears in 1 contract

Samples: Stock Option Agreement (Golden Entertainment, Inc.)

Vesting Schedule. Subject The Option shall become vested and exercisable in five equal and cumulative installments of twenty percent (20%) of the total number of shares of Stock subject to the terms Option on each of the Stock Option Agreement first five (including without limitation all exhibits thereto)5) anniversaries of the Grant Date, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined Holder remains continuously employed in active service by the Plan) at all times during the period beginning on Company from the Grant Date and ending on through such date. If application of the applicable vesting date): percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each installment except for the last installment of the vesting schedule, which shall be exercisable for the full remainder of the shares of Stock subject to the Option. By his or her signature, the Participant Holder agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT BIO-RAD LABORATORIES, INC. HOLDER By: /s/ Xxxxxxx X. Xxxxx By: Print Name: Xxxxxxx X. Xxxxx Print Name: Title: Address: Address: Executive Vice President, General Counsel and Secretary EXHIBIT A TO STOCK OPTION GRANT NOTICE NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Non-Qualified Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedBio-Rad Laboratories, Inc., a Delaware corporation (the “Company”), has granted to the Participant Holder an option (the “Option”)1 under the Company’s 2006 Stock 2017 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Qualified Stock Option Agreement (Bio Rad Laboratories Inc)

Vesting Schedule. Subject [Vesting to the terms be specified in individual agreements]. [The Shares shall also be subject to accelerated vesting in accordance with Section 3.2(b) of the Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Agreement.] By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to the Optionthis Grant Notice as Exhibit B. PROVIDE COMMERCE, INC. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: 0000 Xxxxxxxxx Xxxxx Drive Address: San Diego, CA 92121 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedProvide Commerce, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Amended and Restated 2003 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Provide Commerce Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Company’s Repurchase Option set forth in Section 3.1 of the Restricted Stock Agreement on the dates and in the percentages indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signaturesignature and the Company’s signature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Xxxxxx is married, his or her spouse has signed the Consent of Spouse attached to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT this Grant Notice as Exhibit C. TESSERA TECHNOLOGIES, INC.: HOLDER: By: By: Print Name: Print Name: Title: Address: 0000 Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedTessera Technologies, a Delaware corporation Inc. (the “Company”), ) has granted to Holder the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock Second Amended and Restated 2003 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Tessera Technologies Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan or this Award Agreement or any other written agreement between Participant and the Company or any applicable Subsidiary of the Company governing the terms of this Award, the Restricted Stock Option Agreement Units (including without limitation all exhibits theretothe “RSUs”) will be scheduled to vest in accordance with the following schedule: [Twenty-five percent (25%) of the Total Number of Restricted Stock Units will be scheduled to vest on each of the one (1), two (2), three (3) and four (4) year anniversaries of the Option shall Vesting Commencement Date, subject to Participant continuing to be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the a Service Provider through such applicable vesting date): By his or her signaturedates.] [Fifty percent (50%) of the Total Number of Restricted Stock Units will be scheduled to vest on each of the one (1) and two (2) year anniversaries of the Vesting Commencement Date, the subject to Participant agrees continuing to be bound a Service Provider through such applicable vesting dates.] By Participant’s signature and the signature of the representative of Pacific Biosciences of California, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated below. Accepted on /$CurrentDate$/ /$ParticipantName$/, residing at /$ParticipantAddress$/ PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 0000 X’Xxxxx Xxxxx Menlo Park, CA 94025 EXHIBIT A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Pacific Biosciences of California, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (accelerated vesting as provided that the Participant is an Eligible Person (as defined in the Plan, including in that certain Change in Control Severance Agreement or similar agreement by and between you and the Company, as may be amended from time to time, or set forth below, this Option will vest and be exercisable, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE] Termination Period: In the event of cessation of your status as a Service Provider, this Option will be exercisable, to the extent vested, for a period of [three (3) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees months] after you cease to be bound a Service Provider, unless such termination is due to your death or Disability, in which case this Option will be exercisable, to the extent vested, for a period of [twelve (12) months] after you cease to be a Service Provider. Notwithstanding the foregoing sentence, in no event may you exercise this Option after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 15 of the Plan. By your signature and the signature of the representative of the Company below, your and the Company agree that this Option is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Stock Option Agreement Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this Grant Noticedocument. The Participant has You acknowledge receipt of a copy of the Plan. You have reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands understand all provisions of the Plan, this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant You hereby agrees agree to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByYou further agree to notify the Company upon any change in your residence address at the time of this Award Agreement. PARTICIPANT: ByTELENAV, INC.: Print Name: Print Name: Title: Address: Address: Xxxxx Xxxxxxxx Vice President and General Counsel EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Stock Option Award Agreement (Telenav, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period your continuous Service and other limitations set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date this Agreement and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Units shall vest as follows: • 25% of the Stock Units will vest based on the Company’s absolute total return to stockholders (“TSR”) (the “Absolute TSR Units”) • 25% of the Stock Units will vest based on the Company’s TSR compared to the performance of the FTSE NAREIT Equity Healthcare REIT Index (the “Relative TSR Units”) • 25% of the Stock Units will vest based on growth in “Gross Real Estate Investments” (defined in Exhibit A) (the “Asset Growth Units”) • 25% of the Stock Units will vest based on growth in “AFFO Per Share” (defined in Exhibit A) (the “AFFO Per Share Growth Units”) Except to the extent provided otherwise in the Agreement, for each of the above performance goals, performance will be measured over a three-year performance period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”). The methodology for determining performance during the Performance Period is described in Exhibit A. By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and this Grant Noticein the Plan, a copy of which is also attached. The Participant has You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent. Grantee: Date: (Signature) Company: Date: (Signature) Title: Attachment This is not a stock certificate or a negotiable instrument. MEDEQUITIES REALTY TRUST, INC. 2014 EQUITY INCENTIVE PLAN STOCK UNITS AGREEMENT Stock Option AgreementUnits This Agreement evidences an award of stock units for Shares in the number set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and this Grant Notice in their entirety, has had an opportunity to obtain on the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice cover sheet (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “CompanyUnits”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Units Agreement (MedEquities Realty Trust, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: <vesting_schedule> In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. For the avoidance of doubt, service during only a portion of the vesting period until the respective vesting date shall not entitle Participant to vest in a pro rata portion of the Restricted Stock Option Agreement Units scheduled to vest on such date. By Participant’s signature and the signature of the representative of Lyft, Inc. (including without limitation all exhibits thereto)the “Company”) below, Participant and the Option shall be eligible to become exercisable upon the achievement Company agree that this Award of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. By signing this Award Agreement, Participant is agreeing to arbitration of any disputes related to this Award Agreement and of any disputes related to Participant’s employment relationship with the Company, as provided in Section 16. PARTICIPANT: By: LYFT, INC. Signature Signature <first_name> <last_name> Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Lyft, Inc.)

Vesting Schedule. Subject The Option shall become vested and exercisable in four equal and cumulative installments of twenty-five percent (25%) of the total number of shares of Stock subject to the terms Option on each of the Stock Option Agreement first four (including without limitation all exhibits thereto)4) anniversaries of the Grant Date, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined Holder remains continuously employed in active service by the Plan) at all times during the period beginning on Company from the Grant Date and ending on through such date. If application of the applicable vesting date): percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each installment except for the last installment of the vesting schedule, which shall be exercisable for the full remainder of the shares of Stock subject to the Option. By his or her signature, the Participant Holder agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT BIO-RAD LABORATORIES, INC. HOLDER By: /s/ Xxxxxxx X. Xxxxx By: Print Name: Xxxxxxx X. Xxxxx Print Name: Title: Address: Address: EVP, General Counsel & Secretary EXHIBIT A TO STOCK OPTION GRANT NOTICE NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Non-Qualified Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedBio-Rad Laboratories, Inc., a Delaware corporation (the “Company”), has granted to the Participant Holder an option (the “Option”)1 under the Company’s 2006 Stock 2017 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Incentive Award Plan (Bio-Rad Laboratories, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or in the Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule: 25% of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Units will vest on March 10, 2023 and 1/16th of the Option shall Restricted Stock Units will vest on each quarterly anniversary thereof. Any fractional Shares that result from vesting will be eligible to become exercisable upon accumulated and vested on the achievement date that an accumulated full Share is vested. In accordance with Section 5 of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined Award Agreement, in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the event Participant agrees ceases to be bound a Service Provider for any or no reason before Participant vests in any Restricted Stock Units, such Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. Notwithstanding the foregoing, Participant may still be considered to be providing services and will continue to vest in the Restricted Stock Units while on an approved leave of absence. By Participant’s signature and the signature of the representative of Splunk Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is not granted under but governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT Participant further agrees to notify the Company upon any change in the residence address indicated above. SPLUNK INC. [●] By: By: Print Name: Print Name: Xxxxx Xxxxx Title: Address: Address: Senior Vice President and Chief Financial Officer EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Inducement Restricted Stock Unit Award Agreement (Splunk Inc)

Vesting Schedule. Subject to the terms Section 3 of the Restricted Stock Option Agreement Unit Terms or any acceleration provisions contained in the Plan or set forth below, these Restricted Stock Units will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE] In the event Participant ceases to be a Service Provider (including without limitation all exhibits thereto)as described in Section 3 of the Restricted Stock Unit Terms) for any or no reason before Participant vests in these Restricted Stock Units, the Option shall be eligible Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. (Signature page follows.) By Participant’s signature and the achievement signature of performance objectives over the period set forth in Exhibit B hereto (provided Company’s representative below, Participant and the Company agree that the Participant this Award of Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanPlan and the Award Agreement, the Stock Option Agreement and including all exhibits hereto, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice the Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice the Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: APPTIO, INC. Signature By Print Name: Name Print Name: Title: Name Residence Address: Address: Title EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION UNIT GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Capitalized terms used but not defined in this Exhibit A shall have the same meanings assigned to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated them in the Grant NoticePlan and/or the Notice of Grant.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Apptio Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): attached hereto. By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. Participant understands and agrees that this RSU Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the vesting period of the RSU Award or any portion of it. The Plan, this Grant Notice and the Restricted Stock Unit Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Participant with respect to the Optionsubject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Participant by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Participant by the Company. TRANSDIGM GROUP INCORPORATED GOLDEN ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print Title: Name: Title: Address: Address: US-DOCS\101190362.1 EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (right to receive up to the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the maximum number of shares of Stock indicated RSUs set forth in the Grant Notice.

Appears in 1 contract

Samples: Incentive Award Plan Restricted Stock (Golden Entertainment, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)[To be specified in individual agreements], the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is continues to be an Eligible Person (as defined in the Plan) at all times during the period beginning Employee, Independent Director or Consultant on the Grant Date and ending on the applicable vesting each such date): . By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED AMERICAN ASSETS TRUST, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: 10000 Xx Xxxxxx Xxxx, Xxxxx 000 Address: San Diego, CA 92130 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedAmerican Assets Trust, Inc., a Delaware Maryland corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (American Assets Trust, Inc.)

Vesting Schedule. Subject to This Option shall vest and become exercisable for the terms shares of Stock as set forth on the vesting schedule attached hereto as Exhibit D. In no event; however, shall this Option vest and become exercisable for any additional shares of Stock Option Agreement after Participant’s termination of employment (including without limitation all exhibits thereto“Termination of Employment”), termination of directorship (“Termination of Directorship”) or termination of consultancy (“Termination of Consultancy”), as applicable. [This space intentionally blank. Signature page follows.] By the Option shall be eligible to become exercisable upon the achievement signature of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signaturehereupon, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as bindingbinging, conclusive conclusion and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan or relating relation to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT Zoned Properties, Inc. By: /s/ Xxxxx XxXxxxx Xxxxx XxXxxxx (May 6, 2015) Name: Xxxxx XxXxxxx Title: President & CEO Date: May 6, 2015 Participant: By: Print /s/ Xxx X. Xxxxx Xxx X. Xxxxx (May 6, 2015) Name: Print Name: Newbridge Financial, Inc. Title: AddressExecutive Chairman Date: Address: EXHIBIT May 6, 2015 Exhibit A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Zoned Properties, Inc. 2014 Employee Stock Option Plan Exhibit B Stock Option Agreement Pursuant to the Stock Option Grant Notice and Agreement (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedZoned Properties, Inc., a Delaware corporation Nevada Corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 2014 Employee Stock Incentive Option Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Zoned Properties, Inc.)

Vesting Schedule. Subject This Option shall become vested and exercisable with respect to all of the shares subject to the terms Option on the earlier to occur of (a) first anniversary of the Grant Date or (b) the dater of the Company’s first annual stockholders meeting following the Grant Date, subject to Participant not experiencing a Termination of Services through such dates. The shares subject to this Option shall vest on an accelerated basis in the event of the occurrence of a Change of Control as described in Section 3.1(c) of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Agreement. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED SYMMETRICOM, INC. PARTICIPANT By: By: Print Name: Print Name: Title: CFO Address: 0000 Xxxxxxx Xxxxxxx Address: San Jose, CA 95131-1017 EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSymmetricom, Inc., a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Symmetricom Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of Silk Road Medical, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Notwithstanding the generality of the foregoing, Participant specifically understands, acknowledges and accepts the restrictions on solicitation provision contained in Section 15 of this Award Agreement. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Company upon any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Option Grant Notice (Unit Grant) arising from the “Grant Notice”) Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (do so by the “Company”), has granted Administrator or pursuant to the Administrator’s express written consent.   PARTICIPANT: SILK ROAD MEDICAL, INC.  [Electronic Signature] Signature Signature [Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.Name] Print Name Print Name   Title      EXHIBIT A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Silk Road Medical Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, including any applicable country-specific terms, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement Agreement, including the Appendix containing any applicable country-specific provisions (together, this “Agreement”) ), is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 TransDigm Group Incorporated 2019 Stock Incentive Option Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Form of Option Agreement (TransDigm Group INC)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): attached hereto. By his or her signaturesignature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Xxxxxx acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her signature below is a condition to the receipt of this Award. As a result, unless otherwise determined by the Administrator, in the event Holder does not sign this Grant Notice in the space indicated below and return the executed Grant Notice to the Company within sixty (60) days of receipt of this Grant Notice, this Award shall be forfeited and Holder shall have no further rights thereto. SIZMEK INC. HOLDER By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Sizmek Inc.)

Vesting Schedule. Subject to the terms Twenty-five percent (25%) of the Stock Option Agreement (including without limitation all exhibits thereto), total number of shares subject to the Option shall be eligible become vested and exercisable on the first anniversary of the Grant Date; another twenty-five percent (25%) of the total number of shares subject to the Option shall become vested and exercisable upon on the achievement second anniversary of performance objectives over the period set forth in Exhibit B hereto Grant Date; and the remaining fifty percent (provided 50%) of the total number of shares subject to the Option shall become vested and exercisable on the third anniversary of the Grant Date, so that the Participant Option is an Eligible Person (as defined in the Plan) at all times during the period beginning 100% vested and exercisable on the third anniversary of the Grant Date and ending on the applicable vesting date): Date. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED SYMMETRICOM, INC. PARTICIPANT By: By: Print Name: Print Name: Title: CFO Address: 0000 Xxxxxxx Xxxxxxx Address: San Jose, CA 95131-1017 EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSymmetricom, Inc., a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Symmetricom Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option Award shall be eligible to become exercisable upon vest on the achievement of performance objectives over dates and in the period amounts set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): attached hereto. By Xxxxxx’s signature below, or by Xxxxxx’s submitting his or her signatureelectronic acceptance of the Award subject to this Grant Notice using the website of the Company’s designated brokerage firm, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, Xxxxxx agrees to access copies of the Plan and the prospectus governing the Plan (the “Plan Documents”) on the Company’s intranet or on the website of the Company’s designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company’s corporate offices. Xxxxxx has reviewed this Grant Notice Notice, the Agreement and the Plan Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Award subject hereto and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby Xxxxxx agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: HOLDER By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION PERFORMANCE SHARE UNIT AWARD GRANT NOTICE STOCK OPTION PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive a number of Units up to the number of shares of Stock indicated Maximum Units set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan. The Award is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 1 contract

Samples: Performance Share Unit Award Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Plan, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that a separate policy or agreement between Participant and the Company, or set forth below, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [VEST SCHEDULE DESCRIPTION] In the event of cessation of Participant’s status as a Service Provider for any or no reason before Participant is an Eligible Person (as defined vests in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureRestricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will terminate immediately, unless specifically provided otherwise in this Award Agreement or other written agreement between Participant agrees to be bound and the Company or any of its Subsidiaries or Parents, as applicable. By Participant’s signature and the signature of the representative of Aadi Bioscience, Inc. (the “Company”) below, or by Participant’s acceptance of the Award Agreement via the Company’s designated electronic acceptance procedures, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, the Stock Option Agreement Country Addendum attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this Grant Noticedocument. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated below. PARTICIPANT AADI BIOSCIENCE, INC. Signature Signature Print Name Print Name Title EXHIBIT A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Aadi Bioscience, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Sub-Plan or set forth below, this Option may be exercised, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE] Termination Period: This Option will be exercisable for [three (3) months] after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for [twelve (12) months] after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section [14] of the Stock Sub-Plan. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanSub-Plan and this Award Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Sub-Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the legal, taxation, financial and accounting, advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Sub-Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionSub-Plan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. EXECUTED and DELIVERED as a DEED by the PARTICIPANT: ByXXXXXXX, INC. Signature By Print Name Title Residence Address: Print in the presence of: Witness Signature Witness Name: Print Name: Title: Address: Witness Residence Address: EXHIBIT A TO TERMS AND CONDITIONS OF STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.GRANT

Appears in 1 contract

Samples: Stock Option Award Agreement (TeleNav, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option Award shall be eligible to become exercisable upon vest on the achievement of performance objectives over dates and in the period amounts set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): attached hereto. By Xxxxxx's signature below, or by Xxxxxx's submitting his or her signatureelectronic acceptance of the Award subject to this Grant Notice using the website of the Company's designated brokerage firm, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, Xxxxxx agrees to access copies of the Plan and the prospectus governing the Plan (the “Plan Documents”) on the Company's intranet or on the website of the Company's designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company's corporate offices. Xxxxxx has reviewed this Grant Notice Notice, the Agreement and the Plan Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Award subject hereto and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby Xxxxxx agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: Holder By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION PERFORMANCE SHARE UNIT AWARD GRANT NOTICE STOCK OPTION PERFORMANCE SHARE UNIT AWARD AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive a number of Units up to the number of shares of Stock indicated Maximum Units set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan. The Award is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 1 contract

Samples: Performance Share Unit Award Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSU Award shall be eligible to become exercisable upon vest in accordance with the achievement provisions of performance objectives over the period set forth in Exhibit B hereto (provided that to this Grant Notice, subject to Participant’s continued status as an Employee of the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending Company or any Subsidiary on the applicable vesting date): . By his or her signaturesignature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. Participant understands and agrees that this Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the vesting period of the Award or any portion of it. The Plan, this Grant Notice and the Restricted Stock Unit Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Participant with respect to the Optionsubject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Participant by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Participant by the Company. TRANSDIGM GROUP INCORPORATED MERCURY GENERAL CORPORATION PARTICIPANT By: By: Print Name: Xxxx Xxxxxxx Print Title: VP Corporate Secretary Name: Title: Address: 0000 Xxxxxxxx Xxxx Address: Los Angeles, CA 90010 EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Mercury General Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan, this Award Agreement, the Policy or any other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary of the Company, as applicable) governing the terms of the Stock Option Agreement (including without limitation all exhibits thereto)this Award, the Option shall Restricted Stock Units will be eligible scheduled to become exercisable upon vest according to the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the following vesting schedule, subject to Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on continuing to be a Director through the applicable vesting date): By his or her signature: 100% of the Restricted Stock Units will vest on the day immediately preceding the date of the next Annual Stockholders Meeting of the Company following the Date of Grant. Participant acknowledges and agrees that by clicking the “ACCEPT” button corresponding to this grant through the grant acceptance page on E*TRADE, it will act as Participant’s electronic signature to the Award Agreement and Participant acknowledges and agrees to be bound that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating to the Optionthis Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Participant should retain a copy of Participant’s electronically signed Award Agreement”) is attached, TransDigm Group Incorporated, ; Participant may obtain a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under paper copy at any time and at the Company’s 2006 expense by requesting one from Stock Incentive Administration at sxxxxxxxxx@xxxxxx.xxx. If Participant would prefer not to electronically sign this Award Agreement, Participant may accept this Award Agreement by signing a paper copy of the Award Agreement and delivering it to Stock Administration at 3000 Xxxxx Xxxxx, San Jose, CA 95128. A copy of the Plan is available upon request made to Stock Administration. EXHIBIT A NETAPP, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (the “Plan”NON-EMPLOYEE DIRECTORS) to purchase the number of shares of Stock indicated in the Grant Notice.TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (NetApp, Inc.)

Vesting Schedule. Subject to the terms Section 3 of the Restricted Stock Option Agreement Terms or any acceleration provisions contained in the Plan or set forth below, these Shares of Restricted Stock will vest and the Company’s right to reacquire these Shares of Restricted Stock will lapse in accordance with the following schedule: [INSERT VESTING SCHEDULE] In the event Participant ceases to be a Service Provider (including without limitation all exhibits thereto)as described in Section 3 of the Restricted Stock Terms) for any or no reason before Participant vests in these Shares of Restricted Stock, these Shares of Restricted Stock will be immediately forfeited and automatically transferred to and reacquired by the Option shall be eligible Company at no cost to become exercisable the Company upon the achievement date of performance objectives over such termination, and Participant will have no further rights hereunder. (Signature page follows.) By Participant’s signature and the period set forth in Exhibit B hereto (provided signature of the Company’s representative below, Participant and the Company agree that the Participant this Award of Restricted Stock is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanPlan and the Award Agreement, the Stock Option Agreement and including all exhibits hereto, all of which are made a part of this Grant Noticedocument. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice the Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice the Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: APPTIO, INC. Signature By Print Name: Name Print Name: Title: Name Residence Address: Address: Title EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Capitalized terms used but not defined in this Exhibit A shall have the same meanings assigned to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated them in the Grant NoticePlan and/or the Notice of Grant.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Apptio Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s [2006 Stock Incentive Plan OR 2014 Stock Option Plan] (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (TransDigm Group INC)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Shares of Restricted Stock will be scheduled to vest and the Company’s right to reacquire the Restricted Stock will be scheduled to lapse in accordance with the following schedule: [Twenty-five percent (25%) of the Shares of Restricted Stock Option Agreement will vest on the one (including without limitation all exhibits thereto)1)-year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Option shall be eligible to become exercisable upon the achievement Shares of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person Restricted Stock will vest on each Quarterly Vesting Date (as defined in the Planbelow) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signaturethereafter, the subject to Participant agrees continuing to be bound a Service Provider through each such date.] A “Quarterly Vesting Date” is the first trading day on or after each of February 15, May 15, August 15, and November 15. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Award of Restricted Stock is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated below. PARTICIPANT DROPBOX, INC. Signature Signature Print Name Print Name Title Title Address:

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Dropbox, Inc.)

Vesting Schedule. Subject The Restricted Stock Units shall vest _________________, subject to Employee’s continued service with the terms of Company or its Subsidiaries through such date(s). By Employee’s signature and the Stock Option Agreement (including without limitation all exhibits thereto)Company’s signature below, the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant Employee agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant Employee has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Company upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Unit Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ALLIANCE IMAGING, Inc.: EMPLOYEE: By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT 10.29 EXHIBIT A TO STOCK OPTION Restricted Stock UNIT AWARD GRANT NOTICE STOCK OPTION Alliance Imaging, Inc. Restricted Stock UNIT AWARD AGREEMENT (EMPLOYEES) Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this the “Agreement”) is attached, TransDigm Group IncorporatedAlliance Imaging, Inc., a Delaware corporation (the “Company”), ) has granted to Employee the Participant an option (right to receive the “Option”)1 number of Restricted Stock Units under the Company’s 2006 Stock Incentive 1999 Equity Plan for Employees of Alliance Imaging, Inc. and Subsidiaries, as amended from time to time (the “Plan”) to purchase the number of shares of Stock indicated ), as set forth in the Grant Notice. The Award is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Alliance HealthCare Services, Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan, this Award Agreement or any other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary of the Company, as applicable) governing the terms of the Stock Option Agreement (including without limitation all exhibits thereto)this Award, the Option shall Restricted Stock Units will be eligible scheduled to become exercisable upon vest according to the achievement following vesting schedule: [INSERT VESTING SCHEDULE] Participant acknowledges and agrees that by clicking the “ACCEPT” button corresponding to this grant through the grant acceptance page on E*TRADE, it will act as Participant’s electronic signature to the Award Agreement and Participant acknowledges and agrees that this Award of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Restricted Stock Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanPlan and 4820-6121-2660.2 this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, the Additional Terms and Conditions of Restricted Stock Option Agreement Unit Grant, attached hereto as Exhibit B and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this Grant Noticedocument. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating to the Optionthis Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Participant should retain a copy of Participant’s electronically signed Award Agreement”) is attached, TransDigm Group Incorporated, ; Participant may obtain a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under paper copy at any time and at the Company’s 2006 expense by requesting one from Stock Incentive Administration at sxxxxxxxxx@xxxxxx.xxx. If Participant would prefer not to electronically sign this Award Agreement, Participant may accept this Award Agreement by signing a paper copy of the Award Agreement and delivering it to Stock Administration at 3000 Xxxxx Xxxxx, San Jose, CA 95128. A copy of the Plan is available upon request made to Stock Administration. 4820-6121-2660.2 EXHIBIT A NETAPP, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (the “Plan”PERFORMANCE-BASED) to purchase the number of shares of Stock indicated in the Grant Notice.TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (NetApp, Inc.)

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Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following schedule: Twenty-five percent (25%) of the Restricted Stock Option Agreement Units will vest on the first (including without limitation 1st) anniversary of the Vesting Commencement Date (“VCD”) and twenty-five percent (25%) of the Restricted Stock Units will vest on each anniversary of the VCD thereafter, so that all exhibits thereto)Restricted Stock Units will be fully vested on the four-year anniversary of the VCD. In the event Participant ceases to provide Service for any or no reason before the applicable vesting dates set forth above, then Participant's right to acquire any Shares hereunder with respect to any of the Option Restricted Stock Units that remain unvested as of the date Participant ceases to provide Service will immediately terminate. If Participant provides Service on the Date of Grant in a capacity other than (or in addition to) a faculty member, then the Participant shall be eligible deemed for purposes of this Award Agreement to become exercisable have ceased providing Service upon the achievement earlier of performance objectives over (i) the period set forth in Exhibit B hereto date he or she ceases for any reason to provide Service, or (provided that ii) the first date on which the Participant is an Eligible Person (as defined employed by the Company or any Subsidiary solely in the Plancapacity of an adjunct faculty member. By Participant's signature and the signature of the representative of Bridgepoint Education, Inc. (the “Company”) at all times during below, Participant and the period beginning on the Grant Date Company agree that this Award of Restricted Stock Units is granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Company upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated below. PARTICIPANT: BRIDGEPOINT EDUCATION, Inc. Signature By Print Name Title Residence Address:

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Bridgepoint Education Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Participant’s continued service as a Director, the Option shall be eligible to vest and become exercisable upon with respect to 331/2% of the achievement shares subject thereto on each of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on first, second and third anniversaries of the Grant Date and ending on the applicable vesting date): Date. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED THE SPECTRANETICS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE THE SPECTRANETICS CORPORATION STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedThe Spectranetics Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Spectranetics Corp)

Vesting Schedule. The Restricted Stock Units will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE.] Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined any acceleration provisions contained in the Plan) at all times during , this Award Agreement, in another compensatory plan or program maintained by the period beginning on Company, or in a separate written agreement between the Grant Date Company and ending on the applicable Participant, and in accordance with Section 5 of the Award Agreement, in the event Participant ceases to be a Service Provider for any or no reason before Participant vests in a Restricted Stock Unit pursuant to the vesting date): By his or her signatureschedule set forth above, the Restricted Stock Unit and Participant’s right to acquire any Shares thereunder will immediately terminate. Participant agrees will be considered to be bound providing services and will continue to vest in the Restricted Stock Units while on an approved leave of absence. By Participant’s signature and the signature of the representative of the Company below, or by Participant’s acceptance of the Award Agreement through the Company’s designated online acceptance procedures (which must be completed no later than 30 calendar days prior to the Date the Award of Restricted Stock Units is first scheduled to vest under this Award Agreement (such deadline for completion, the “Acceptance Deadline”)), Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and the Addendum, all of which are made a part of this document. If Participant does not affirmatively accept this Award Agreement prior to the Acceptance Deadline, Participant will be deemed to have accepted the Award Agreement as of the Acceptance Deadline, unless, prior to the Acceptance Deadline, the Participant has provided notice to the Company at xxxxxx@xxxxxx.xxx indicating Participant’s intent to decline this Award of Restricted Stock Option Agreement Units. If such notice is timely provided, the notice will be irrevocable and this Grant NoticeAward of Restricted Stock Units will be immediately canceled and forfeited in its entirety at no cost to the Company. The No benefits from the Restricted Stock Units nor any compensation or benefits in lieu of the Restricted Stock Units will be provided to Participant in this case. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and this Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated above. SPLUNK INC. By Title PARTICIPANT Name Signature EXHIBIT A

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Splunk Inc)

Vesting Schedule. Subject to Except as provided in the terms of the Stock Option Award Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (and provided that the Participant is an Eligible Person Participant’s Service (as defined in Section 3.1 of the PlanAward Agreement) at all times during has not terminated prior to the period beginning relevant date, the Restricted Stock Units shall vest in accordance with the following schedule: twenty-five percent (25%) of the total number of Restricted Stock Units set forth in this Grant Notice shall vest on each of the Grant Date and ending on first four (4) anniversaries of the applicable vesting date): Vesting Commencement Date. By his or her signaturesignature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement Award Agreement, including the Appendix, and this Grant Notice. The Participant has reviewed the Stock Option Award Agreement, the Plan Appendix, the Plan, and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Notice, and fully understands all provisions of this Grant Notice, the Stock Option Agreement Award Agreement, the Appendix, and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionRestricted Stock Units. TRANSDIGM GROUP INCORPORATED SILICON LABORATORIES INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO SILICON LABORATORIES INC. 2009 STOCK OPTION GRANT NOTICE INCENTIVE PLAN GLOBAL RESTRICTED STOCK OPTION UNITS AWARD AGREEMENT Pursuant Silicon Laboratories Inc. (the “Company”) has granted to the Participant named in the Restricted Stock Option Units Grant Notice (the “Grant Notice”) to which this Global Restricted Stock Option Units Award Agreement (this “Award Agreement”) is attachedattached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Award Agreement, TransDigm Group Incorporated, a Delaware corporation including any country-specific terms and conditions set forth in an appendix to such agreement (the “CompanyAppendix”), . The Award has been granted pursuant to the Participant an option (the “Option”)1 under the Company’s 2006 Silicon Laboratories Inc. 2009 Stock Incentive Plan Plan, as amended and restated (the “Plan”) ), as amended to purchase the number Grant Date, the provisions of shares of Stock indicated which are incorporated herein by reference. Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.

Appears in 1 contract

Samples: Award Agreement (Silicon Laboratories Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option RSUs shall be eligible vest as follows: 25% of the RSUs shall vest on each of the first four anniversaries of the Vesting Commencement Date so long as Holder does not have a Termination of Service prior to become exercisable upon any such vesting date (each such vesting date, a “Scheduled Vesting Date” with respect to that portion of the achievement RSUs scheduled to vest on such date). Notwithstanding the foregoing, if any of performance objectives over the period set forth in Exhibit B hereto (provided foregoing vesting events occurs on a day that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning not a day on the Grant Date and ending on which The Nasdaq Stock Market is open for trading, then the applicable vesting date): date shall be the next occurring day on which The Nasdaq Stock Market is open for trading. By his or her signatureelectronically accepting the Award, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice accepting the Award and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, U.S. prospectus for the Participant shall comply with Plan and the Stock Retention Guidelines set forth on Exhibit C. The Participant tax supplement to the U.S. prospectus for Holder’s country of employment. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT GRANT NOTICE RESTRICTED STOCK OPTION UNIT AGREEMENT Pursuant to the Restricted Stock Option Unit Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Life Technologies Corp)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period accelerated vesting as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the following schedule: [INSERT VESTING SCHEDULE] Termination Period: To the extent vested, this Option will be exercisable for three (3) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the months after Participant agrees ceases to be bound a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14 of the Plan. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the PlanPlan and this Award Agreement, including the Terms and Conditions of Stock Option Agreement and Grant, attached hereto as Exhibit A, all of which are made a part of this Grant Noticedocument. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated below. By signing this Award Agreement, Participant is agreeing to arbitration of any disputes related to this Award Agreement and of any disputes related to Participant’s employment relationship with the Company, as provided in Section 16 of the Plan. PARTICIPANT By: By: FORCE PROTECTION VIDEO EQUIPMENT CORP. Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Equity Incentive Plan (Force Protection Video Equipment Corp.)

Vesting Schedule. Subject to accelerated vesting as provided in the Plan, including in that certain Change in Control Severance Agreement or similar agreement by and between you and the Company, as may be amended from time to time, or to the extent set forth below, the Restricted Stock Units subject to this Grant will vest in accordance with the following schedule: The Restricted Stock Units subject to Grant will vest [_________________], subject to the Participant continuing to be a Service Provider through such respective dates. Unless otherwise defined herein, the terms defined in the Telenav, Inc. 2019 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement, which includes the Notice of Restricted Stock Unit Grant (the Stock Option Agreement (including without limitation all exhibits thereto“Notice of Grant”), the Option shall be eligible to become exercisable upon the achievement Terms and Conditions of performance objectives over the period set forth in Restricted Stock Unit Grant, attached hereto as Exhibit B A, and all other exhibits, addenda, and appendices attached hereto (provided that all together, the Participant is an Eligible Person “Award Agreement”). If you currently are or subsequently transfer outside of the United States, the Country Addendum attached hereto (as defined or otherwise made available to Participant), shall have the meaning given to them in the Plan) at all times during the period beginning on . Termination: Your right under the Grant Date to receive shares of our Common Stock shall only be with respect to those Restricted Stock Units which have vested as of the date of your termination as a Service Provider. This Grant is subject to earlier termination as provided in the Plan, including specifically Section 15 of the Plan. By our signatures, you and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound Company agree that this Grant is governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant Notice. The Participant has reviewed the Stock Option Agreement, including exhibits hereto, all of which are made an integrated and single agreement. You confirm that you have had the opportunity to review the Plan and this Grant Notice Agreement in their entirety, has had an opportunity entirety and to obtain the advice of counsel prior to executing this Grant Notice Agreement, and that you fully understands understand all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAgreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees You further agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon Administrator of any questions arising under the Plan or relating to the OptionPlan and Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByPARTICIPANT: By: Print Name: Print Name: Title: Address: Address: TELENAV, INC. Xxxxx Xxxxxxxx Vice President and General Counsel EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Telenav, Inc.)

Vesting Schedule. Subject to the terms 20% of the Stock Option Agreement (including without limitation all exhibits thereto), the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning vest on the Grant first anniversary of the Vesting Commencement Date and ending an additional 20% shall vest on each subsequent anniversary of the Vesting Commencement Date, such that 100% of the RSUs are vested on the applicable vesting date): fifth anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee of the Company or one of its Subsidiaries. By his or her signaturesignature or by electronic acceptance and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement Unit Agreement, including Exhibit B, and this Grant Notice. The Participant has reviewed the Restricted Stock Option Unit Agreement, including Exhibit B, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement Unit Agreement, including Exhibit B, if any, for Participant’s country, and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or Committee of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Unit Agreement, including Exhibit B, if any, for Participant’s country. TRANSDIGM GROUP INCORPORATED PARTICIPANT BIO-RAD LABORATORIES, INC.: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE BIO-RAD LABORATORIES, INC. RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this the “Agreement”) is attached, TransDigm Group IncorporatedBio-Rad Laboratories, Inc., a Delaware corporation (the Company”) has granted to Participant the right to receive the number of Restricted Stock Units (the “ RSUs”) under the 2007 Incentive Award Plan, as amended from time to time (the “ Plan”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated as set forth in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Bio Rad Laboratories Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined any acceleration provisions contained in the Plan) at all times during , any separate agreement between the period beginning on above-named award Participant and the Grant Date and ending on the applicable vesting date): By his Company, or her signatureset forth below, the Restricted Stock Units will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. Participant will be considered to no longer be a Service Provider as of the date he or she ceases to provide Services and will not be treated as employed during a notice period or garden leave during which Services are not provided, as provided in Section 8(k). By Participant’s grant acceptance pursuant to such Participant’s online account at E*Trade, Participant agrees to be bound that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant Noticeand the country-specific Appendix, attached hereto as Exhibits A and B, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: Participant further agrees to notify the Company upon any change in the residence address. EXHIBIT A TO TERMS AND CONDITIONS OF NON-U.S. RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Maxlinear Inc)

Vesting Schedule. Subject The shares of Common Stock subject to the terms Option (rounded down to the next whole number of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shares) shall be eligible to vest and become exercisable upon on the achievement of performance objectives over dates and in the period set forth amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By Xxxxxx's signature below, or by Xxxxxx's submitting his or her signatureelectronic acceptance of the Option subject to this Grant Notice online using the website of the Company's designated brokerage firm, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant Xxxxxx agrees to access copies of the Plan and the prospectus governing the Plan (the “Plan Documents”) on the Company's intranet or on the website of the Company's designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company's corporate offices. Xxxxxx has reviewed this Grant Notice, the Stock Option Agreement, Agreement and the Plan and this Grant Notice Documents in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Option subject hereto and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionStock Option Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByHOLDER: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Non-Qualified Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedLeap Wireless International, a Delaware corporation Inc. (the “Company”), ) has granted to the Participant Holder an option (the “Option”)1 under the Company’s 2006 's 2004 Stock Incentive Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference.

Appears in 1 contract

Samples: Stock Option Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Participant’s continued Service, the Option shall be eligible to vest and become exercisable upon with respect to 1/36th of the achievement shares subject thereto on each monthly anniversary of performance objectives over the period Vesting Commencement Date set forth in Exhibit B hereto above (provided the “Vesting Commencement Date”) such that the Participant is an Eligible Person (as defined in Option shall be vested and exercisable with respect to 100% of the Plan) at all times during the period beginning shares subject thereto on the Grant Date and ending on third anniversary of the applicable vesting date): Vesting Commencement Date. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED THE SPECTRANETICS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Xxxxx Xxxxxxxxxxxx Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE THE SPECTRANETICS CORPORATION STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedThe Spectranetics Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Spectranetics Corp)

Vesting Schedule. Subject to This Award shall vest in accordance with the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period vesting schedule set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): C attached hereto. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED AMERICAN ASSETS TRUST, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: Xxxxxx Xxxx, Chairman/President/CEO11455 Xx Xxxxxx Xxxx, #000Xxx Xxxxx, XX 00000 00000 Xx Xxxxxx Xxxx, #000Xxx Xxxxx, XX 00000 Executive Version (12-19) EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedAmerican Assets Trust, Inc., a Delaware Maryland corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2011 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (American Assets Trust, L.P.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Company’s Repurchase Option set forth in Section 3.1 of the Restricted Stock Agreement on the dates and in the increments indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signaturesignature and the Company’s signature below, the Participant Hxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Hxxxxx is married, his or her spouse has signed the Consent of Spouse attached to the Optionthis Grant Notice as Exhibit C. LEAP WIRELESS INTERNATIONAL, INC. TRANSDIGM GROUP INCORPORATED PARTICIPANT HOLDER: By: By: Print Name: Print Name: Title: AddressTitle: Address: 10307 Pacific Center Court Address: San Diego, California 92121 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedLeap Wireless International, a Delaware corporation Inc. (the “Company”), ) has granted to Holder the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 2004 Stock Incentive Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Leap Wireless International Inc)

Vesting Schedule. Subject To accept the Option, Participant shall log into Participant’s online brokerage account established at the Company-designated brokerage firm for Participant’s awards under the Plan and follow the procedure set forth on the brokerage firm’s website to accept the terms of this award. In addition, Participant shall cause his or her spouse, civil union partner or registered domestic partner, if any, to execute the spousal consent on such website. Currently, the Company-designated brokerage firm is E*TRADE and the applicable website is xxx.xxxxxx.xxx. If Participant fails to follow the procedure set forth in the preceding paragraph, and does not notify the Company within thirty (30) days following the Grant Date that Participant does not wish to accept the Option, then Participant will be deemed to have accepted the Option, and agreed to be bound by the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Plan, this Grant Notice and the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Agreement. By his or her signatureParticipant’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this the Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this the Grant Notice and fully understands all provisions of this the Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, the Grant Notice or relating to the OptionAgreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to the Participant an option (the “Option”)1 Option under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Shares set forth in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Grant Notice And (Cognizant Technology Solutions Corp)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option Award shall be eligible vest on the first anniversary of the Grant Date, provided that Holder does not experience a Termination of Service prior to become exercisable such date. In addition, the RSUs shall vest upon the achievement occurrence of performance objectives over the period set forth a Change in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): Control. By his or her signaturesignature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. CHEMOCENTRYX, INC. HOLDER By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (ChemoCentryx, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant This award is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the PlanF5 Networks, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Inc. 2014 Incentive Plan and this Grant Notice in their entiretythe 2014 Incentive Plan Award Agreement (Accelerated Vesting), has had an opportunity to obtain the advice both of counsel prior to executing this Grant Notice and fully understands all provisions which are made a part of this Grant Noticedocument. By accepting this grant of RSUs, the Stock Option Agreement and the Planyou agree that F5 Networks may cover required tax withholdings through payroll deductions if it is unable to withhold through alternate standard means. The Participant agrees that as a condition to receiving the OptionF5 Networks, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as bindingInc.: Signature: _______________________________ Signature: Date: _______________________________ Date: EXECUTIVE OFFICER FORM OF AGREEMENT F5 NETWORKS, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionINC. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION 2014 INCENTIVE PLAN AWARD AGREEMENT (Accelerated Vesting) Pursuant to the Stock Option Grant Notice terms of its 2014 Incentive Plan (the “Grant NoticePlan) to which this Stock Option Agreement (this “Agreement”) is attached), TransDigm Group IncorporatedF5 Networks, Inc., a Delaware Washington corporation (the “Company”), has granted to the Participant you an option award (the “Option”)1 under Award”) (either a non-statutory stock option to purchase shares of the Company’s 2006 Common Stock Incentive Plan (an “Option”) or stock units representing the right to receive shares of the Company’s Common Stock (“Stock Units”) as set forth in the Notice of Grant of Stock Options or Stock Units (the “PlanGrant Notice)) to purchase on the number of shares of Stock indicated terms and conditions as set forth in this 2014 Incentive Plan Award Agreement (this “Agreement”), the Grant Notice (which is incorporated herein by reference) and the Plan (which is incorporated herein by reference). Capitalized terms used but not defined in this Agreement shall have the meanings specified in the Grant Notice.Plan. IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH BELOW, THE PARTIES AGREE AS FOLLOWS:

Appears in 1 contract

Samples: Plan Award Agreement (F5 Networks Inc)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period your continuous Service and other limitations set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date this Agreement and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Units shall vest as follows: • 25% of the Stock Units will vest based on the Company’s absolute total return to stockholders (“TSR”) (the “Absolute TSR Units”) • 25% of the Stock Units will vest based on the Company’s TSR compared to the performance of the FTSE NAREIT Equity Healthcare REIT Index (the “Relative TSR Units”) • 25% of the Stock Units will vest based on growth in “Gross Real Estate Investments” (defined in Exhibit A) (the “Asset Growth Units”) • 25% of the Stock Units will vest based on growth in “AFFO Per Share” (defined in Exhibit A) (the “AFFO Per Share Growth Units”) Except to the extent provided otherwise in the Agreement, for each of the above performance goals, performance will be measured over a three-year performance period commencing on January 1, 2018 and ending on December 31, 2020 (the “Performance Period”). The methodology for determining performance during the Performance Period is described in Exhibit A. By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and this Grant Noticein the Plan, a copy of which is also attached. The Participant has You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent. Grantee: Date: (Signature) Company: Date: (Signature) Title: Attachment This is not a stock certificate or a negotiable instrument. MEDEQUITIES REALTY TRUST, INC. 2014 EQUITY INCENTIVE PLAN STOCK UNITS AGREEMENT Stock Option AgreementUnits This Agreement evidences an award of stock units for Shares in the number set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and this Grant Notice in their entirety, has had an opportunity to obtain on the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice cover sheet (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “CompanyUnits”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Units Agreement (MedEquities Realty Trust, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person being a Service Provider (as defined below in Section 5 of Exhibit A) on each vesting date, the requirements of Section 3 of this Award Agreement and any acceleration provisions contained in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his Plan or her signatureset forth below, the Restricted Stock Unit will vest in accordance with the following schedule: Vesting Date Number of Shares of Stock In the event Participant agrees ceases to be bound a Service Provider (or gives or is given notice of such termination) for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of TheStreet, Inc. (the “Company”) below, Participant and the Company agree that this award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant Notice(including any country-specific addendum thereto), attached hereto as Exhibit A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: THESTREET, INC. Signature By Print Name: Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Performance Incentive Plan (Thestreet, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option RSUs shall vest [__________________], provided that Participant does not experience a Termination of Service prior to each such vesting date. For clarity, in addition to the foregoing, if a Change in Control occurs, the RSUs shall be eligible subject to become exercisable upon the achievement accelerated vesting as provided in Section 12.2(d)(ii) and (iii) of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): . By his or her signaturesignature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or and/or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionAward. TRANSDIGM GROUP INCORPORATED SEASPINE HOLDINGS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: 0000 Xxxxxx Xx. Carlsbad, CA 92008 Email: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSeaSpine Holdings Corporation, a Delaware corporation (the “Company”), has granted to Participant the Participant an option (the “Option”)1 number of Restricted Stock Units under the Company’s 2006 Stock 2015 Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Notice and Restricted Stock Unit Award Agreement (SeaSpine Holdings Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: One-fourth (1/4th) of the Restricted Stock Option Agreement Units will vest on each of the first four anniversaries of the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. If the Company uses an electronic capitalization table system (such as E*Trade, Shareworks, Fidelity or Carta) and the fields in this Notice of Grant are blank or the information is otherwise provided in a different format electronically, the blank fields and other information will be deemed to come from the electronic capitalization system and is considered part of this Notice of Grant. By Participant’s acceptance (whether in writing, electronically or otherwise, including without limitation all exhibits theretoan acceptance through an electronic capitalization table system used by fuboTV Inc. (the “Company”)), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: FUBOTV INC. Signature Signature Print Name: Name Print Name: Title: Name Title Address: Address: Exhibit 10.2 EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 1 contract

Samples: fuboTV Inc. /FL

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option The Shares shall be eligible to become exercisable upon released from the achievement of performance objectives over the period Forfeiture Restriction set forth in Section 2.1 of the Restricted Stock Agreement on the dates and in the amounts indicated in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating to the OptionRestricted Stock Agreement. TRANSDIGM GROUP INCORPORATED IMAGE ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print By: Title: Name: Title: Address: 00000 Xxxxxxxx Xxxxxx, Ste 200 Address: Xxxxxxxxxx, XX 00000 EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedImage Entertainment, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2010 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Image Entertainment Inc)

Vesting Schedule. Subject to the terms of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option RSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (vest [VESTING TO BE SPECIFIED IN INDIVIDUAL AGREEMENTS], provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable Holder shall not have had a Termination of Service prior to such vesting date): dates. By his or her signaturesignature below, the Participant Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Unit Agreement and this Grant Notice. The Participant Holder has reviewed the Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as Holder has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT In the event of any inconsistency between the Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Xxxxxx acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her signature below is a condition to the receipt of this Award. As a result, unless otherwise determined by the Administrator, in the event Holder does not sign this Grant Notice in the space indicated below and return the executed Grant Notice to the Company within sixty (60) days of receipt of this Grant Notice, this Award shall be forfeited and Holder shall have no further rights thereto. SIZMEK INC. HOLDER By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Holder the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Sizmek Inc.)

Vesting Schedule. Subject The Restricted Stock Units will vest in accordance with the Performance Condition Appendix attached hereto. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any shares of Class A common stock (“Shares”) hereunder will immediately terminate. For purposes of this Award, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to Nutanix, Inc. (the “Company”) or any Parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any). Unless explicitly required by applicable legislation, such date will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the jurisdiction where Participant is an Eligible Person (as defined employed or the terms of Participant’s employment or service agreement, if any). Unless otherwise expressly provided in the Plan) at all times during Plan or the period beginning on the Grant Date and ending on the applicable vesting date): By his Award Agreement or her signature, the Participant agrees to be bound determined by the terms and conditions of Company, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and Participant will not earn, or be entitled to earn, any pro-rated vesting for that portion of time before the Stock Option Agreement and this Grant Noticedate on which the Participant ‘s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and this Award Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated above. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A IS REQUIRED TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice ACCEPT THIS AWARD ELECTRONICALLY BY ACCESSING THE E*TRADE FINANCIAL SERVICES, INC. (the Grant NoticeE*TRADE”) to which this Stock Option Agreement WEBSITE AT XXX.XXXXXX.XXX. BY CLICKING ON THE “ACCEPT” BUTTON ON THE E*TRADE WEBSITE, PARTICIPANT ACCEPTS THIS AWARD AND AGREES TO BE BOUND BY THE TERMS OF THIS AWARD AGREEMENT (this “Agreement”INCLUDING EXHIBITS A AND B HERETO) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant NoticeAND THE PLAN. PARTICIPANT FURTHER ACKNOWLEDGES THAT SUCH ELECTRONIC ACCEPTANCE OF THIS AWARD AGREEMENT SHALL HAVE THE SAME BINDING EFFECT AS A WRITTEN OR HARD COPY SIGNATURE.

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (Nutanix, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period any accelerated vesting as set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined below or in the Plan, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [Twenty-five percent (25%) at all times during of the period beginning Restricted Stock Units will be scheduled to vest on the Grant first Quarterly Vesting Date following the one (1) year anniversary of the Vesting Commencement Date, and ending six and one-quarter percent (6.25%) of the Restricted Stock Units will be scheduled to vest each quarter on each Quarterly Vesting Date thereafter, subject to Participant continuing to be a Service Provider through each such date. A “Quarterly Vesting Date” is the applicable vesting date): By his first trading day on or her signatureafter each of February 15, May 15, August 15 and November 15.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of QuantumScape Corporation (the “Company”) below, Participant agrees to be bound and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeRSU Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice RSU Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice RSU Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanRSU Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the RSU Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT By: By: QUANTUMSCAPE CORPORATION Signature Signature Print Name: Name Print Name: Title: Address: Name Title Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (QuantumScape Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [To be specified in individual agreements.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of Penumbra, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant further agrees to notify the Company upon any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. PARTICIPANT: By: PENUMBRA, INC. Signature Signature Print Name: Name Print Name: Title: Name Title Address: Address: Exhibit 10.13 EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Penumbra Inc)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Performance Shares will vest in accordance with the following schedule: [One-fourth (1/4) of the Stock Option Agreement (including without limitation all exhibits thereto), the Option Performance Shares shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning vest on the Grant Date one (1) year anniversary of the Vesting Commencement Date, and ending thereafter one-sixteenth (1/16) of the Performance Shares shall vest on each quarterly anniversary of the Vesting Commencement Date, subject to Participant’s remaining a Service Provider through each applicable vesting date): By his .]* *Except as otherwise provided in Appendix A [TO BE INCLUDED UNLESS THE COMPENSATION COMMITTEE DETERMINES OTHERWISE: or her signaturein an employment or other agreement entered into prior to the date of grant between the Company and Participant as referenced in Section 3 of the Award Agreement], in the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Performance Shares, the unvested Performance Shares will immediately be forfeited and Participant’s right to acquire any Shares thereunder will immediately terminate. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD AGREEMENT. By Participant’s signature and the signature of the representative of Taleo Corporation (the “Company”) below, Participant agrees to be bound and the Company agree that this Award of Performance Shares is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Award Agreement, including this Notice of Grant Noticeand the Terms and Conditions of Performance Shares, attached hereto as Appendix A, all of which are made a part of this document. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of this Grant Notice, the Stock Option Agreement Plan and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and Award Agreement. TRANSDIGM GROUP INCORPORATED Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT TALEO CORPORATION _______________________________ [NAME] By: By: Print Name: Print Name: __________________________ [NAME Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.:_____________________________ Date:___________________________ Date:_____________________________ APPENDIX A

Appears in 1 contract

Samples: 2004 Stock Plan (Taleo Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period Plan or set forth in Exhibit B hereto (provided a separate written agreement with the Company, the Restricted Stock Units will vest in accordance with the vesting schedule appended to this Award Agreement; provided, however, that if a vesting date would otherwise fall on a day when the national stock exchange upon which the Shares are listed is not open for trading, vesting will occur on the first trading day thereafter. Vesting in all instances is subject to Participant’s continuous status as a Service Provider through the relevant vesting date. In the event Participant is an Eligible Person (as defined ceases to be a Service Provider for any or no reason before Participant vests in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signatureRestricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. Notwithstanding the foregoing, if Participant agrees ceases to be bound a Service Provider as a result of Participant’s death or Disability, then 100% of the Restricted Stock Units will accelerate and vest. By Participant’s signature and the signature of the Standard BioTools Inc. representative below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement. The By accepting this Award, Participant expressly consents to the sale of Shares (or the withholding of Shares in the case of Section 16 Officers (as defined in Exhibit A)) to cover the Tax Withholding Obligations (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy them by any means other than the method set forth in Section 7 of the Terms and Conditions of Restricted Stock Unit Grant, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and this Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT PARTICIPANT: STANDARD BIOTOOLS INC.: Participant’s Name By: ByElectronic Signature Acceptance Date Attachments: Print Name: Print Name: Title: Address: Address: Exhibit A – Terms and Conditions of Restricted Stock Unit Grant Appendix – Vesting Schedule EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION UNIT GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”FOR PARTICIPANTS IN THE U.S.), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Fluidigm Corp)

Vesting Schedule. Subject The shares subject to the terms Option shall vest and become exercisable as set forth in Article III of the Stock Option Agreement (including without limitation all exhibits thereto)Agreement; provided, however, that notwithstanding anything contained in this Grant Notice or the Stock Option Agreement, the Option shall not be eligible exercisable to become exercisable upon any extent by anyone prior to the achievement of performance objectives over the period set forth in Exhibit B hereto (provided time that the Participant is an Eligible Person Plan Amendment (as defined in the PlanStock Option Agreement) at all times during is approved by the period beginning on the Grant Date and ending on the applicable vesting date): Company’s stockholders. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED THE SPECTRANETICS CORPORATION PARTICIPANT By: By: Print Name: Print Name: Xxxxx Xxxxxxxxxxxx Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE THE SPECTRANETICS CORPORATION STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedThe Spectranetics Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (as amended from time to time, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Spectranetics Corp)

Vesting Schedule. Subject to the terms of the Performance Restricted Stock Option Agreement (including without limitation all exhibits thereto)Unit Agreement, the Option PRSUs shall be eligible to become exercisable upon the achievement of performance objectives over the period vest as set forth in on Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the to this Grant Date and ending on the applicable vesting date): Notice. By his or her signatureelectronically accepting this Grant Agreement, the Participant agrees to be bound by the terms and conditions of the Plan, the Performance Restricted Stock Option Unit Agreement and this Grant Notice. The In addition, Participant explicitly acknowledges and agrees to be bound by the Restrictive Covenants set forth in Section 3.6 of the Performance Restricted Stock Unit Agreement. Participant has reviewed the Performance Restricted Stock Option Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Performance Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as has been provided with a condition copy or electronic access to receiving a copy of the Option, prospectus for the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan Plan, this Grant Notice or relating the Performance Restricted Stock Unit Agreement. The Award is subject to the Optionterms and conditions of the Plan which are incorporated herein by reference. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: In the event of any inconsistency between the Plan and the Performance Restricted Stock Unit Agreement, the terms of the Plan shall control. ​ Internal Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Performance Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Administrator, in the event Participant does not electronically accept this Grant Notice within ninety (90) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto. Participant acknowledges that Section 4.5 of the Performance Restricted Stock Unit Agreement amends the governing law of Participant’s Invention & Secrecy Agreement (as defined in the Performance Restricted Stock Unit Agreement) and hereby agrees to such amendment. ​ Internal EXHIBIT A TO PERFORMANCE RESTRICTED STOCK OPTION UNIT AWARD GRANT NOTICE PERFORMANCE RESTRICTED STOCK OPTION UNIT AWARD AGREEMENT Pursuant to the Performance Restricted Stock Option Unit Award Grant Notice (the “Grant Notice”) to which this Performance Restricted Stock Option Unit Award Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), Company has granted to Participant the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) right to purchase receive the number of shares of Stock indicated PRSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Cubic Corp /De/)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the This Option shall be eligible to vest and become exercisable upon for the achievement shares of performance objectives over the period set forth Stock in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning a series of 4 equal installments on each anniversary of the Grant Date and, if applicable, pursuant to that certain Change in Control Severance Agreement and ending on Employment Agreement, each among the applicable vesting date): Company, Participant and T1 Delaware Corporation. In no event, however, shall this Option vest and become exercisable for any additional shares of Stock after Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, except as provided herein and in each of the Change in Control Severance Agreement and Employment Agreement. By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PEERLESS SYSTEMS CORPORATION PARTICIPANT By: By: Print Name: Rxxxxxx X. Roll Print Name: Axxxxx Xxxxxxx Title: President and CEO Address: 2000 Xxxxxxxxx Xxxxxx Address: 9000 Xxxxx 000xx Xxx El Segundo, CA 90245 Scottsdale, AZ, 85259 EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedPeerless Systems Corporation, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock 2005 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Peerless Systems Corp)

Vesting Schedule. Subject to the terms of Except as otherwise set forth in the Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option shall be eligible to vest and become exercisable upon in four equal annual installments, with 25% of shares of Stock subject to the achievement Option as of performance objectives over the period set forth in Exhibit B hereto (provided that Date of Grant vesting and becoming exercisable on each of the first, second, third and fourth anniversaries of the Grant Date, subject to the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on continuing to be a Service Provider through the applicable vesting date): . By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED GEOEYE, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT Appendix A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedGeoEye, Inc., a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Omnibus Stock and Performance Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (GeoEye, Inc.)

Vesting Schedule. Subject to any acceleration provisions contained in the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Plan or set forth below, the Option shall Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be eligible a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to become exercisable upon acquire any Shares hereunder will immediately terminate. [Notwithstanding the achievement foregoing, in the event of performance objectives over the period set forth a Change in Exhibit B hereto (provided that the Participant is an Eligible Person Control (as such term is defined in the Plan) at ), all times during the period beginning outstanding unvested Restricted Stock Units shall become fully vested, including those Restricted Stock Units which would not otherwise be vested, and all restrictions on the Grant Date and ending on the applicable vesting date): By his or her signatureRestricted Stock Units will lapse, provided the Participant agrees continues to be bound a Service Provider through the date of such Change in Control.] By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and the Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant Participant further agrees to notify the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated Company upon any change in the Grant Notice.residence address indicated below. PARTICIPANT: META MATERIALS INC. Signature Signature Print Name Print Name Title EXHIBIT A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Meta Materials Inc.)

Vesting Schedule. Subject to accelerated vesting as set forth below or in the terms of the Stock Option Agreement (including without limitation all exhibits thereto)Plan, the Option shall be eligible to Restricted Stock Units will vest and become exercisable upon only if Participant remains a Service Provider through each applicable vesting date. The Restricted Stock Units will vest: [Insert applicable vesting schedule]; provided, however, that if a vesting date would otherwise fall on a day when the achievement of performance objectives over NASDAQ Stock Market is not open for trading, vesting will occur on the period set forth first trading day thereafter. Vesting in Exhibit B hereto (provided that all instances is subject to the Participant is an Eligible Person recipient's continuous status as a Service Provider (as defined in the Fluidigm Corporation 2011 Equity Incentive Plan) at all times during through the period beginning on the Grant Date and ending on the applicable relevant vesting date): By his or her signature, . In the event Participant agrees ceases to be bound a Service Provider for any or no reason before Participant vests in any Restricted Stock Unit, such Restricted Stock Units and Participant’s right to acquire any Shares thereunder will immediately terminate. By Participant’s signature and the signature of the representative of Fluidigm Corporation (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement. The By accepting this Award, Participant expressly consents to the sale of Shares (or the withholding of Shares in the case of Section 16 Officers (as defined in Exhibit A) to cover the Tax Withholding Obligations (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy them by any means other than the method set forth in Section 7 of the Terms and Conditions of Restricted Stock Unit Grant, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under the Plan or relating to the OptionPlan and this Award Agreement. TRANSDIGM GROUP INCORPORATED PARTICIPANT ByParticipant agrees that this award of Restricted Stock Units is purely discretionary, that this award of Restricted Stock Units does not create any rights to future awards and that this award of Restricted Stock Units is a one-time event. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: By: Print Name: Print Name: Title: Address: FLUIDIGM CORPORATION Signature By Title Residence Address: EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION UNIT GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”FOR PARTICIPANTS OUTSIDE THE U.S.), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Fluidigm Corp)

Vesting Schedule. Subject [TO BE DETERMINED] Your [electronic acknowledgement of this award through the [ ] website] OR [signature below] and/or your acceptance of cash or Shares in payment of this award indicates your agreement and understanding that this grant is subject to the terms all of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, contained in the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Unit Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted which includes this Notice of Grant and Appendix A. For example, important additional information on vesting and termination of this Restricted Stock Unit grant is contained in paragraphs 3 through 6 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS RESTRICTED STOCK UNIT GRANT. [By clicking the “AGREE” button on the [ ] website, you agree to the Participant an option (following: “By clicking the “Option”)1 under Agree” button with respect to my Restricted Stock Unit award, I have formally indicated my agreement to and concurrence with the terms of this award, and confirm that I am bound by those terms.” Please be sure to retain a copy of this Agreement and of your Acknowledgement page from the [ ] website indicating your electronic agreement with this Agreement; you may obtain a paper copy of this Agreement at any time and at the Company’s 2006 expense by requesting one from Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant NoticeAdministration.] [NOTE: SIGNATURE BLOCK BELOW TO BE REMOVED FOR ELECTRONIC CONFIRMATIONS] PALM, INC. GRANTEE By Name: [NAME] Title: APPENDIX A

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Palm Inc)

Vesting Schedule. Subject The Option shall vest and become exercisable with respect to the terms one-third of the shares of Stock Option Agreement (including without limitation all exhibits thereto)subject thereto on each of the first three anniversaries of the Grant Date, so that the Option shall be eligible vested and exercisable with respect to become exercisable upon all of the achievement shares of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning Stock subject thereto on the third anniversary of the Grant Date and ending Date, subject in each case to Participant’s continued employment with the Company on the applicable vesting each such date): . By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. TRANSDIGM GROUP INCORPORATED RENTECH, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedRentech, Inc., a Delaware Colorado corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Stock Option Agreement (Rentech Inc /Co/)

Vesting Schedule. Subject to any acceleration provisions contained in the terms Plan or set forth below, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [Insert Vesting Schedule.] In the event of cessation of Participant’s status as a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will terminate immediately, unless specifically provided otherwise in this Award Agreement or other written agreement between Participant and the Company or any of its Subsidiaries or Parents, as applicable. By Participant’s signature and the signature of the representative of Edgewise Therapeutics, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant Units is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement, and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive conclusive, and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in the residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: ​ PARTICIPANTEDGEWISE THERAPEUTICS, INC. ​ ​ ​​ ​​ ​​ ​​ SignatureSignature ​ ​​ ​​ ​​ ​​ Print Name: Print Name: Title: NamePrint Name ​ ​​ ​​ Title Address: Address: ​ ​ ​ ​ EXHIBIT A TO TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.UNIT GRANT

Appears in 1 contract

Samples: Equity Incentive Plan (Edgewise Therapeutics, Inc.)

Vesting Schedule. Subject to the terms Section 5.12 of the Restricted Stock Option Agreement (including without limitation all exhibits thereto)Agreement, the Option 5,000 Shares shall be eligible to become exercisable vest upon the achievement acceptance of performance objectives over the period set forth in Exhibit B hereto (provided that NDA for SILENORTM and 15,000 Shares shall vest upon the Participant is approval of the NDA for SILENORTM, subject to Participant’s continued service to the Company as an Eligible Person (as defined in the Plan) at all times during the period beginning Employee, Director or Consultant on the Grant Date and ending on the applicable vesting each such date): . By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Option Agreement and this Grant Notice. The Participant has reviewed the Restricted Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator of the Plan upon any questions arising under the Plan Plan, this Grant Notice or relating the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to the Optionthis Grant Notice as Exhibit B. SOMAXON PHARMACEUTICALS, INC. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: 3000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Address: EXHIBIT A TO RESTRICTED STOCK OPTION AWARD GRANT NOTICE RESTRICTED STOCK OPTION AWARD AGREEMENT Pursuant to the Restricted Stock Option Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Option Award Agreement (this “Agreement”) is attached, TransDigm Group IncorporatedSomaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has granted to Participant the Participant an option (right to purchase the “Option”)1 number of shares of Restricted Stock under the Company’s 2006 Stock 2005 Equity Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Somaxon Pharmaceuticals, Inc.)

Vesting Schedule. Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto)If you continue in Service on each applicable vesting date, the Option shall be eligible to become exercisable upon vest in four equal annual installments on each of the achievement first (1st), second (2nd), third (3rd), and fourth (4th) anniversaries of performance objectives over the period set forth in Exhibit B hereto (Grant Date, provided that any fractional shares shall be rounded down to the Participant is an Eligible Person nearest whole share on each of the first three (as defined in the Plan3) at all times during the period beginning vesting dates and, if applicable, shall vest on the Grant Date and ending on the applicable last vesting date): . By his your signature below or her signatureby your electronic acknowledgement of this Agreement, the Participant agrees you agree to be bound by all of the terms and conditions described in the Agreement and in the Plan (if this is in paper form, a copy of the PlanPlan is attached and if this is in electronic form, a copy of the Stock Option Agreement and Plan is available on this Grant Noticewebsite). The Participant has You acknowledge that you have carefully reviewed the Stock Option Agreement, the Plan and this Grant Notice agree that the Plan shall control in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions event any provision of this Grant Notice, Agreement should appear to be inconsistent with the Plan. Grantee: Date: (Signature) Company: Date: (Signature) Name: Title: Attachment This is not a stock certificate or a negotiable instrument. SECUREWORKS CORP. 2016 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT Nonqualified Stock Option This Agreement evidences an award of an Option exercisable for that number of shares of Stock set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement and the Plan. The Participant agrees that as a condition This Option is not intended to receiving be an incentive stock option under Section 422 of the Code and will be interpreted accordingly. Transferability During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. Other than by will or the laws of descent and distribution, the Participant Option may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Option be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your Option. Notwithstanding these restrictions on transfer, the Committee may authorize, in its sole discretion, the transfer of a vested Option (in whole or in part) to a member of your immediate family or a trust for the benefit of your immediate family. Vesting Your Option shall comply vest in accordance with the Stock Retention Guidelines vesting schedule set forth on Exhibit C. The Participant hereby agrees the cover sheet of this Agreement, so long as you continue in Service on each applicable vesting date, and is exercisable only as to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Optionits vested portion. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase You may not vest in more than the number of shares of Stock indicated covered by your Option, as set forth on the cover sheet of this Agreement. Notwithstanding your vesting schedule, the Option shall become 100% vested upon your termination of Service due to your death or Disability. No additional portion of your Option shall vest after your Service has terminated for any reason. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the Grant Noticeterms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, if assumed or substituted for, this Option will become 100% vested upon your Involuntary Termination within the twelve (12)-month period following the consummation of the Change in Control.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (SecureWorks Corp)

Vesting Schedule. Subject to any acceleration provisions contained in the Plan, this Award Agreement, or any other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary of the Company, as applicable) governing the terms of the Stock Option Agreement (including without limitation all exhibits thereto)this Award, the Option shall Shares of Restricted Stock will be eligible scheduled to become exercisable upon vest and the achievement Company’s right to reacquire the Restricted Stock will be scheduled to lapse in accordance with the following schedule: [INSERT APPLICABLE VESTING SCHEDULE] By Participant’s signature (or electronic acceptance of performance objectives over the period set forth in Exhibit B hereto (provided award) and the signature of the representative of the Company below, Participant and the Company agree that the Participant this Award of Restricted Stock is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date granted under and ending on the applicable vesting date): By his or her signature, the Participant agrees to be bound governed by the terms and conditions of the Plan, the Stock Option Agreement Plan and this Grant NoticeAward Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. The Participant acknowledges receipt of a copy of the Plan. Participant 4854-8081-2058.1 has reviewed the Stock Option Agreement, the Plan and this Grant Notice Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice Award Agreement and fully understands all provisions of the Plan and this Grant Notice, the Stock Option Agreement and the PlanAward Agreement. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee Administrator upon any questions arising under relating to the Plan or relating this Award Agreement. Participant further agrees to notify the OptionCompany upon any change in Participant’s residence address indicated below. TRANSDIGM GROUP INCORPORATED PARTICIPANT By: By: SARCOS TECHNOLOGY AND ROBOTICS CORPORATION Signature Signature Print Name: Name Print Name: Title: Address: Name Title Residence Address: EXHIBIT A TO SARCOS TECHNOLOGY AND ROBOTICS CORPORATION 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK OPTION GRANT NOTICE AWARD AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.GRANT

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Sarcos Technology & Robotics Corp)

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