August 11, 2021 Andrew Rickman Re: Post-Business Combination Equity Dear Andrew, As you know, Rockley Photonics Limited (the “Company”) and Rockley Photonics Holdings Limited (“Holdings”) have entered into a Business Combination Agreement, dated as of...Post-Business Combination Equity Agreement • August 16th, 2021 • Rockley Photonics Holdings LTD • Semiconductors & related devices
This letter confirms that, in connection with the Closing, subject to approval by the Board of Directors of Holdings (the “Holdings Board”), and conditioned upon the filing of a Form S-8 registration statement by Holdings with respect to the Holdings 2021 Stock Incentive Plan (the “Stock Incentive Plan”), you will be granted a combination of (i) stock options to purchase shares of Holdings common stock at a price equal to such stock’s fair market value on the date of grant and/or (ii) restricted stock units for shares of Holdings common stock having an aggregate fair value determined at the Closing (or at grant) equal to $5 million. The equity awards shall be subject to the Stock Incentive Plan and such additional terms and conditions, including time-based quarterly vesting over four (4) years following the Closing subject to your continued employment, as shall be set forth in the applicable equity award agreement approved by the Holdings Board.
