Examples of NASDAQ Rule 5635(c)(4 in a sentence
NASDAQ Rule 5635(c)(4) provides an exemption in certain circumstances for employment inducement awards.
Notwithstanding anything to the contrary herein, in accordance with NASDAQ Rule 5635(c)(4), Awards may only be granted as material inducements to Eligible Individuals being hired or rehired as Employees, as applicable, and must be approved by (a) the Board, acting through a majority of the Company’s Independent Directors or (b) the independent Compensation Committee of the Board.
Accordingly, pursuant to NASDAQ Rule 5635(c)(4), the issuance of Awards and the Shares issuable upon exercise or vesting of such Awards pursuant to the Plan is not subject to the approval of the Company’s stockholders.
This Award is intended to constitute an “employment inducement award” under NASDAQ Rule 5635(c)(4) that is exempted from the requirements of shareholder approval of equity compensation plans under NASDAQ Rule 5635(c)(4).
Unless otherwise determined by the Administrator, no adjustment or action described in this Section 12.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment would cause the Plan or an Award to violate NASDAQ Rule 5635(c)(4) or other Applicable Law.
The Option constitutes an employment inducement grant under NASDAQ Rule 5635(c)(4) and is being granted pursuant to the terms of the Employment Agreement, entered into as of , between the Company and the Optionee (the “Employment Agreement”).
For purposes hereof, “Company Stock Plans” shall mean the Company’s 2009 Equity Incentive Plan, the Company’s 2003 Equity Incentive Plan and the Company’s 2000 Stock Option Plan, and each individual award agreement that covers an outstanding equity award granted by the Company under the “inducement grant” exception provided in NASDAQ Rule 5635(c)(4).
The Committee, or a majority of the independent directors serving on the Board, shall approve any inducement awards to be granted in reliance on the exemption from stockholder approval contained in NASDAQ Rule 5635(c)(4).
The RSUs are intended to constitute an “employment inducement award” under NASDAQ Rule 5635(c)(4) that is exempt from the requirements of shareholder approval of equity compensation plans under NASDAQ Rule 5635(c)(4).
The option granted hereunder is intended to constitute an “employment inducement award” under NASDAQ Rule 5635(c)(4) that is exempt from the requirements of shareholder approval of equity compensation plans under NASDAQ Rule 5635(c)(4).