Common use of NOTICE OF STOCK OPTION GRANT Clause in Contracts

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4, 1997 ------------------------------- Vesting Commencement Date May 28, 1997 ------------------------------- Exercise Price per Share $ $1.00 ------------------------------ Total Number of Shares Granted 509,187 ------------------------------- Total Exercise Price $ $509,187 ------------------------------ Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: June 24, 2007 ------------------------------ Exercise and Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Company, One Hundred percent (100%) of the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereof.

Appears in 1 contract

Sources: Stock Option Agreement (Pointcast Inc)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock of Access Health, Inc., a Delaware corporation (the "Company"), subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4May 30, 1997 ------------------------------- 1996 ------------------------- Vesting Commencement Date May 288, 1997 ------------------------------- ------------------------- Exercise Price per Share $ $1.00 ------------------------------ 50.625 ------------------------- Total Number of Shares Granted 509,187 ------------------------------- 230,000 ------------------------- Total Exercise Price $ $509,187 ------------------------------ 11,643,750 ------------------------- Type of Option: _____ Incentive Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: June 24Date May 30, 2007 ------------------------------ Exercise and 2006 ------------------------- Vesting Schedule: ----------------------------- ---------------- This Option is shall be exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according cumulatively to the following schedule: 25% extent of one-fifth of the Shares total number of shares subject to the Option shall vest twelve months after on the Vesting Commencement Date, Date set forth above and 1/48 an additional one-fifth of the Shares total shares subject to the Option shall vest at the end of each 12-month period thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in the event of (i) a bona fide acquisition of the Company pursuant to a reorganization or merger of the Company with or into another business entity (any other than a merger or consolidation corporation which would will result in the voting securities of the Company outstanding Company's shareholders immediately prior to such transaction not holding, as a result of such transaction, at least 50% of the merger continuing to represent (either by remaining outstanding or by being converted into voting securities power of the surviving or continuing entity; (ii) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the corporation which will result in the Company's shareholders immediately prior to such sale not holding, One Hundred percent (100%) as a result of such sale, at least 5% of the shares subject to voting power of the purchasing entity; or (iii) a transaction or series of related transactions which result in more than 50% of the voting power of the Company being controlled by a single holder, the Option shall become fully vested and exercisable on the business day immediately prior preceding such reorganization, merger sale or transaction. Termination Period: ------------------ This Option may be exercised to the effective time thereofextent exercisable on the date of termination for one (1) year after the date of termination of employment or consulting relationship, or such longer period as may be applicable upon death or Disability of Optionee as provided in Sections 8 and 9 of this Agreement, but in no event later than the Term/Expiration Date as provided above.

Appears in 1 contract

Sources: Employment Agreement (Access Health Inc)

NOTICE OF STOCK OPTION GRANT. NameParticipant: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- ______________________ Address: ------------------------------------- You have ______________________ Participant has been granted an option Option to purchase Common Stock of NanoString Technologies, Inc. (the Company”), subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- ______________________ Date of Grant June 4, 1997 ------------------------------- ______________________ Vesting Commencement Date May 28, 1997 ------------------------------- ______________________ Number of Shares Granted ______________________ Exercise Price per Share $ $1.00 ------------------------------ Total Number of Shares Granted 509,187 ------------------------------- _____________________ Total Exercise Price $ $509,187 ------------------------------ _____________________ Type of Option: Option ___ Incentive Stock Option ----- X ___ Nonstatutory Stock Option ----- Term/Expiration Date: June 24, 2007 ------------------------------ Exercise and Date ______________________ Vesting Schedule: ----------------------------- This Subject to accelerated vesting as set forth below or in the Plan, this Option is exercisable immediatelywill be exercisable, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement in accordance with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: [Insert vesting schedule, e.g.,: Twenty-five percent (25% %) of the Shares subject to the Option shall vest twelve months after on the one (1) year anniversary of the Vesting Commencement Date, and 1/48 one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafterthereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to your remaining in Continuous Status Participant continuing to be a Service Provider through each such date.] [Insert vesting acceleration provisions, if any, e.g.,: [Notwithstanding the foregoing, the Option will be subject to the acceleration of vesting provisions as an Employee or Consultant set forth in, and on the terms and conditions of, the Employment Agreement entered into between Participant and the Company dated [DATE], as of such vesting dates. Employment Agreement may be amended from time to time.] OR [Notwithstanding the foregoing, in the event of (A) a bona fide acquisition Change in Control in which the Option is assumed and (B) the subsequent termination of Participant’s service either (i) by the Company pursuant to a merger of the Company with without Cause (as defined below) or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent ii) by Participant’s resignation for Good Reason (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Companyas defined below), One Hundred one hundred percent (100%) of the unvested shares subject to the Option shall will become fully vested and exercisable as of the time immediately prior to the effective time thereofParticipant’s termination of service.

Appears in 1 contract

Sources: Stock Option Agreement (NanoString Technologies Inc)

NOTICE OF STOCK OPTION GRANT. NameOptionee: «Optionee» Date of Stock Option Agreement: «Date_of_Stock_Option_Agreement» Date of ▇▇▇▇▇▇▇ ---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4, 1997 ------------------------------- «Date_of_Grant» Vesting Commencement Date May 28, 1997 ------------------------------- Date: «Vesting_Commmencement_Date» Exercise Price per Share $ Share: $1.00 ------------------------------ «Exercise_Price_per_share» Total Number of Shares Granted 509,187 ------------------------------- Granted: «Total_Shares» Total Exercise Price $ Price: $509,187 ------------------------------ Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- «Total_Exercise_Price» Term/Expiration Date: June 24, 2007 ------------------------------ «Expiration_Date» Type of Option: ¨ Incentive Stock Option ¨ Non-Qualified Stock Option [Exercise and Schedule: ¨ Same as Vesting Schedule ¨ Early Exercise Permitted] Vesting Schedule: ----------------------------- [This Option is exercisable immediately, in whole or in part, at such times as are established by the Administrator, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and and/or be released from the Company's repurchase option’s Repurchase Option, as set forth in the Restricted Stock Purchase AgreementAgreement attached hereto as Exhibit C-1, according to the following schedule: :] Twenty-five percent (25% %) of the Shares subject to the Option (rounded down to the next whole number of Shares) shall vest twelve months one year after the Vesting Commencement Date, and 1/48 1/48th of the Shares subject to the Option (rounded down to the next whole number of Shares) shall vest on the first day of each full month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially so that all of the assets Shares shall be vested on the first day of the Company, One Hundred percent forty-eighth (100%48th) of month after the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereofVesting Commencement Date.

Appears in 1 contract

Sources: Stock Option Agreement (Complete Genomics Inc)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- Address: ------------------------------------- You Unless otherwise defined herein, the terms defined in the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”). The undersigned Participant has been granted an option Option to purchase Common Stock of Biosciences of California, Inc. (the Company”), subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Date: ###GRANT_DATE### Grant June 4, 1997 ------------------------------- ID: ###EMPLOYEE_GRANT_NUMBER### Vesting Commencement Date May 28, 1997 ------------------------------- Date: ###GRANT_DATE### Exercise Price per Share $ $1.00 ------------------------------ (in U.S. Dollars): ###GRANT_PRICE### Total Number of Shares Granted 509,187 ------------------------------- Total Exercise Price $ $509,187 ------------------------------ Type of Subject to Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- ###TARGET_GRANTED_QUANTITY### Grant Type: ###DICTIONARY_AWARD_NAME### Term/Expiration Date: June 24, 2007 ------------------------------ Exercise and ###EXPIRY_DATE### Vesting Schedule: ----------------------------- This ###VEST_SCHEDULE_TABLE### Subject to any acceleration provisions contained in the Plan or this Option is exercisable immediatelyAgreement or any other written agreement between Participant and the Company or any applicable Subsidiary of the Company governing the terms of this Option, this Option will be scheduled to vest and be exercisable, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement in accordance with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: [Twenty-five percent (25% %) of the Total Number of Shares subject Subject to Option will be scheduled to vest on the Option shall vest twelve months after one (1) year anniversary of the Vesting Commencement Date, and 1/48 one forty-eighth (1/48th) of the Total Number of Shares subject Subject to the Option shall will be scheduled to vest each month thereafterthereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to your remaining in Continuous Status as an Employee or Consultant as of Participant continuing to be a Service Provider through such applicable vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty .] [Thirty-three percent (5033%) of the total voting power represented by Total Number of Shares Subject to Option will be scheduled to vest on the voting securities one (1) year anniversary of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the CompanyGrant Date, One Hundred percent and one thirty-sixth (100%1/36th) of the shares Total Number of Shares Subject to Option will be scheduled to vest each month thereafter on the same day of the month as the Grant Date (and if there is no corresponding day, on the last day of the month), such that all Shares subject shall be fully vested on the three year anniversary of the grant date, subject to Participant continuing to be a Service Provider through such applicable vesting dates.] [One forty-eighth (1/48th) of the Total Number of Shares Subject to Option shall become fully vested will be scheduled to vest each consecutive month on the same day of the month as the Vesting Commencement Date (and exercisable if there is no corresponding day, on the last day of the month) beginning with the first month immediately prior following the month in which the Vesting Commencement Date occurs, in each case subject to the effective time thereofParticipant continuing to be a Service Provider through such applicable vesting dates.]

Appears in 1 contract

Sources: Global Stock Option Agreement (Pacific Biosciences of California, Inc.)

NOTICE OF STOCK OPTION GRANT. Unless otherwise defined herein, the terms defined in the Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”). Participant Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- ###ParticipantName### Address: ------------------------------------- You have ###ParticipantAddress### The undersigned Participant has been granted an option Option to purchase Common Stock of Biosciences of California, Inc. (the Company”), subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Date: ###GrantDate### Grant June 4, 1997 ------------------------------- ID: ###GrantID### Vesting Commencement Date May 28, 1997 ------------------------------- Date: ###GrantDate### Exercise Price per Share $ $1.00 ------------------------------ (in U.S. Dollars): ###GrantPrice### Total Number of Shares Granted 509,187 ------------------------------- Total Exercise Price $ $509,187 ------------------------------ Type of Subject to Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- ###AwardsGranted### Grant Type: ###GrantType### Term/Expiration Date: June 24###ExpirationDate### Subject to any acceleration provisions contained in the Plan or this Option Agreement or any other written agreement between Participant and the Company or any applicable Subsidiary of the Company governing the terms of this Option, 2007 ------------------------------ Exercise this Option will be scheduled to vest and Vesting Schedule: ----------------------------- This Option is exercisable immediatelybe exercisable, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement in accordance with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: [Twenty-five percent (25% %) of the Total Number of Shares subject Subject to Option will be scheduled to vest on the Option shall vest twelve months after one (1) year anniversary of the Vesting Commencement Date, and 1/48 one forty-eighth (1/48th) of the Total Number of Shares subject Subject to the Option shall will be scheduled to vest each month thereafterthereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to your remaining in Continuous Status as an Employee or Consultant as of Participant continuing to be a Service Provider through such applicable vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty .] [Thirty-three percent (5033%) of the total voting power represented by Total Number of Shares Subject to Option will be scheduled to vest on the voting securities one (1) year anniversary of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the CompanyGrant Date, One Hundred percent and one thirty-sixth (100%1/36th) of the shares Total Number of Shares Subject to Option will be scheduled to vest each month thereafter on the same day of the month as the Grant Date (and if there is no corresponding day, on the last day of the month), such that all Shares subject shall be fully vested on the three-year anniversary of the grant date, subject to Participant continuing to be a Service Provider through such applicable vesting dates.] [One forty-eighth (1/48th) of the Total Number of Shares Subject to Option shall become fully vested will be scheduled to vest each consecutive month on the same day of the month as the Vesting Commencement Date (and exercisable if there is no corresponding day, on the last day of the month) beginning with the first month immediately prior following the month in which the Vesting Commencement Date occurs, in each case subject to the effective time thereofParticipant continuing to be a Service Provider through such applicable vesting dates.]

Appears in 1 contract

Sources: Global Stock Option Agreement (Pacific Biosciences of California, Inc.)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- xxx xxxx Address: ------------------------------------- Street You have been granted an option to purchase Common Stock of the CompanyOrdinary Shares, subject to the terms and conditions of the Plan and this Stock Option Award Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4Grant: mmm dd, 1997 ------------------------------- yyyy Vesting Commencement Date May 28Date: mmm dd, 1997 ------------------------------- yyyy Exercise Price per Share $ Share: $1.00 ------------------------------ 00.00 Total Number of Shares Granted 509,187 ------------------------------- Granted: 00,000 Total Exercise Price $ Price: $509,187 ------------------------------ 000,000.00 Type of Option: Incentive Non-Qualified Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: June 24If the Participant ceases to serve on the Company's Board for any reason, 2007 ------------------------------ Exercise then the portion of the Option that has not fully vested as of the Termination Date shall expire at such time. The portion of the Option that is not subject to vesting or that has fully vested as of the Participant's Termination Date shall expire (i) Ten years from the date of grant if the Participant ceases to serve on the Company's Board for any reason other than termination with Cause or due to death or Disability, (ii) on the Termination Date if the Participant's membership on the Board is terminated with Cause, and (iii) in the event the Participant dies or suffers a Disability, on the date that is six months after the date on which the Participant ceases to serve on the Co mpany's Board due to the Participant's death or Disability. Unless the term of the Option expires earlier as described above, it will expire upon the following date: Ten years from the date of grant, mmm dd, yyyy. Vesting Schedule: ----------------------------- This The Option shall be exercisable only to the extent that it is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Sharesvested. The Shares subject to this Option shall vest and become vested in full on the earlier of the first anniversary of the vesting commencement date specified above, or the date the Director ceases to be released from re-nominated provided the Participant continues to serve on the Company's repurchase optionBoard through such date. For the avoidance of doubt, as set forth in the Restricted Stock Purchase Agreement, according Option will not be subject to any performance vesting. If the Participant ceases to serve on the Board due to the following schedule: 25% of the Shares subject to Participant's death or Disability, the Option shall vest twelve months after become vested in full upon the Vesting Commencement Termination Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in In the event of a bona fide acquisition Change of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the CompanyControl, One Hundred percent (100%) of the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereofin full.

Appears in 1 contract

Sources: Award Agreement (Sensata Technologies Holding N.V.)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇ ▇▇▇▇▇---------------------------------------- Address: ------------------------------------- ------------------------ ------------------------ You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- 29 Date of Grant June 4January 1, 1997 ------------------------------- 1999 Vesting Commencement Date May 28January 1, 1997 ------------------------------- 1999 Exercise Price per Share $ $1.00 ------------------------------ 0.20 Total Number of Shares Granted 509,187 ------------------------------- 2,000,000 Total Exercise Price $ $509,187 ------------------------------ 400,000 Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- NSO Term/Expiration Date: June 24January 29, 2007 ------------------------------ Exercise and Vesting Schedule: ----------------------------- 2009 VESTING SCHEDULE. This Option is shall be exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect and shall vest according to any unvested Option Shares. The the following vesting schedule: a. 20% of the Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: 25% of the on Vesting Commencement Date. b. The remaining Shares subject to the this Option shall vest twelve in equal increments of 5% quarterly thereafter over a four (4) year period, beginning three (3) months after the following this Option's Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest Optionee's continuing to be a Service Provider on each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. date. c. Notwithstanding the foregoing, in the event of a bona fide acquisition if Optionee's employment is terminated within 18 months of the Company pursuant Vesting Commencement Date for any reason other than (A) a voluntary termination by the Optionee, or (B) a termination for "Cause" (as defined below), the number of Shares equal to a merger the difference between 1,000,000 Shares and the number of Shares which is vested as of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities employment termination date shall become immediately vested as of the Company outstanding immediately prior to the merger continuing to represent employment termination date. "Cause" shall mean (either by remaining outstanding or by being converted into voting securities i) any act of the surviving entity) at least fifty percent (50%) of the total voting power represented personal dishonesty taken by the voting securities of the Company Optionee in connection with his or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of her responsibilities to the Company, One Hundred percent or (100%ii) Optionee's conviction of, or plea of NOLO CONTENDERE to, a felony, or (iii) a willful act by the shares subject Optionee which constitutes misconduct and is injurious to the Option shall become fully vested and exercisable immediately prior to the effective time thereofCompany.

Appears in 1 contract

Sources: Stock Option Agreement (Idealab)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇▇▇ ▇▇▇---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4Grant: February 1, 1997 ------------------------------- 2000 Vesting Commencement Date May 28Date: February 1, 1997 ------------------------------- 2000 Exercise Price per Share $ Share: $1.00 ------------------------------ 4.00 Total Number of Shares Granted 509,187 ------------------------------- Granted: 5,000 Total Exercise Price $ Price: $509,187 ------------------------------ 20,000.00 Type of Option: ¨ Incentive Stock Option ----- X x Nonstatutory Stock Option ----- Term/Term/ Expiration Date: June 24Ten Years/February 1, 2007 ------------------------------ Exercise and Vesting Schedule: ----------------------------- 2010 * Or earlier, pursuant to the termination period set forth below. This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option and shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following vesting schedule: 25% One-sixteenth (1/16th) of the Shares subject to the Option shall vest twelve three months after the Vesting Commencement Date, Date and 1/48 on the last day of the Shares subject to the Option shall vest each three month anniversary thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of continuing to be a Service Provider on such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of if the Company pursuant to a merger of the Company merges with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of , sells all or substantially all of its assets, or enters into any other similar transaction or reorganization as a result of which the assets shareholders of the Company, One Hundred percent (100%) Company immediately prior to such transaction will not hold at least 50% of the shares subject voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a “Change of Control Transaction”), then the Option shall become fully vested and exercisable immediately simultaneously with the closing of the Change of Control Transaction (or, in the case of a merger, as of any earlier date that is necessary to permit the Optionee, if he exercises the Option in whole or in part, to receive the same per Share merger consideration (to the extent of Optioned Shares acquired upon exercise) that will be paid to the other holders of Shares). The Board shall notify the Optionee at least fifteen (15) days prior to the effective closing of a Change of Control Transaction (or at such earlier time thereofas the Board, in its reasonable judgment, deems necessary to give effect to the intent of this provision), and such notification shall include a statement as to whether or not the Option will be assumed by the surviving or purchasing entity or whether an equivalent, fully vested, substitute option will be provided by such entity.

Appears in 1 contract

Sources: Stock Option Agreement (Numerical Technologies Inc)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇Pet▇▇ ▇▇▇▇▇---------------------------------------- Address: ------------------------------------- You ("Optionee") have been granted an additional option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows. The terms of your grant are set forth below: Grant Number 81 ------------------------------- Date of Grant June 4Grant: August 20, 1997 ------------------------------- 2001 Vesting Commencement Date May 28Date: August 20, 1997 ------------------------------- 2001 Exercise Price per Share $ Share: $1.00 ------------------------------ 0.112 per share Total Number of Shares Granted 509,187 ------------------------------- Granted: 1,500,000 Total Exercise Price $ Price: $509,187 ------------------------------ 168,000 Type of Option: Incentive Non-Qualified Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: June 24August 20, 2007 ------------------------------ 2011 Exercise and Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, become exercisable according to the following schedule: 25% Subject to the following paragraphs, this Option shall vest and become exercisable with respect to thirty-three and one-third percent (33 1/3%) of the Shares shares of the Company's Common Stock subject to the Option shall vest twelve months after (the Vesting Commencement Date"Shares") on the one-year anniversary of the Option's Date of Grant, and 1/48 thereafter, with respect to thirty-three and one-third percent (33 1/3%) of the Shares subject to on each successive twelve-month anniversary following the one-year anniversary of the Option's Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall vest each month thereafterbe vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, subject to your remaining however, that Optionee has remained in Continuous Status as an Employee or Consultant as of such vesting dateseach Vesting Date. Notwithstanding the foregoing, in the event (a) of a bona fide acquisition of the Company pursuant Change in Control (as defined below) this Option shall immediately vest and become exercisable with respect to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Company, One Hundred percent (100%) of the shares unvested Shares subject to the Option as of the date of such Change in Control; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of the date of such Change of Control or (b) that Optionee is terminated without Cause (as defined below) or terminates his employment for Good Reason (as defined below), any unvested Options as of the date of such termination shall immediately vest and become fully vested exercisable. The terms Cause and exercisable immediately prior Good Reason shall have the meanings ascribed to the effective them in that certain Employment Agreement between drkoop LifeCare, a Delaware corporation and a wholly-owned first-tier subsidiary of Company and Optionee, dated as of August 20, 2001, as may be amended from time thereofto time.

Appears in 1 contract

Sources: Non Qualified Stock Option Agreement (Drkoop Com Inc)

NOTICE OF STOCK OPTION GRANT. NameOptionee: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock Date of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement: August 14, as follows: Grant Number 81 ------------------------------- 2008 Date of Grant June 4Grant: February 27, 1997 ------------------------------- 2008 Vesting Commencement Date May 28Date: November 23, 1997 ------------------------------- 2007 Exercise Price per Share $ Share: $1.00 ------------------------------ 15.00 Total Number of Shares Granted 509,187 ------------------------------- Granted: 49,887 Total Exercise Price $ Price: $509,187 ------------------------------ Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- 748,305.00 Term/Expiration Date: June 24, 2007 ------------------------------ 2/27/2018 Qualifying Acquisition Price Per Share $44.00 Trading Target Price Per Share $44.00 Type of Option: Non-Qualified Stock Option Exercise and Schedule: ¨ Same as Vesting Schedule ý Early Exercise Permitted Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, at such times as are established by the Administrator, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The This Option or, if exercised prior to vesting, the Shares subject to this Option Option, shall vest and vest, become exercisable and/or be released from the Company's repurchase option’s Repurchase Option, as set forth in the Restricted Stock Purchase AgreementAgreement attached hereto as Exhibit B-1, according to the following schedule: 25% Subject to the Optionee’s continued employment with the Company, the Option or Shares, as applicable, shall vest in full on the seventh anniversary of the Vesting Commencement Date specified above (the “Vesting Date”), provided, however, that in the event that either a Qualifying Acquisition occurs or the Trading Price Target is achieved prior to the Vesting Date, then the exercisability and vesting of the Option or Shares, as applicable, shall be accelerated and the Option or Shares, as applicable, shall vest in full on the date on which the Qualifying Acquisition occurs or the Trading Price Target is achieved, provided, further, that if the Optionee ceases to be employed by the Company by reason of a termination of employment by the Company without Cause, by Optionee for Good Reason or due to the Optionee’s death or Disability (each as defined in that certain employment agreement between the Company and Optionee of even date herewith), in any case, prior to the vesting of the Option or the Shares, as applicable, then the Option or the Shares, as applicable shall thereupon vest with respect to that number of Shares determined by multiplying the number of unvested Shares subject to the Option shall vest twelve or unvested Shares, as applicable, by a fraction, (i) the numerator of which equals the number of full months after elapsed from the Vesting Commencement DateDate of Grant through the date of termination, and 1/48 (ii) the denominator of the Shares subject to the Option shall vest each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as which equals eighty-four (84). For purposes of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Company, One Hundred percent (100%) of the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereof.this Agreement:

Appears in 1 contract

Sources: Employment Agreement (Belvedere SoCal)

NOTICE OF STOCK OPTION GRANT. NameName of Executive: ▇▇▇▇▇▇ ▇▇▇---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4, 1997 ------------------------------- Vesting Commencement Date May 28, 1997 ------------------------------- Exercise Price per Share $ $1.00 ------------------------------ Total Number of Common Shares Granted 509,187 ------------------------------- Total Exercise Price $ $509,187 ------------------------------ Subject to Option: 75,000 Type of Option: Incentive Stock Option ----- X Inducement stock option under Listing Rule 5635(c)(4), Nonstatutory Stock Option ----- Term/stock option (NSO) Exercise Price: $4.32 Date of Grant: January 2, 2024 Expiration Date: June 24January 2, 2007 ------------------------------ Exercise and 2034 Vesting Commencement Date: Date of Grant Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according become exercisable with respect to the following schedule: (a) 25% of the Common Shares subject to the Option shall vest when you complete twelve (12) months after of continuous Service beginning on the Vesting Commencement Date, and 1/48 (b) 2.083% of the Common Shares subject to the Option shall vest for each additional month of continuous Service that you complete thereafter, such that 100% of the Option is fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to your remaining in Continuous Status as an Employee or Consultant continued Service as of each such vesting datesdate. Accelerated Vesting: The extent to which you may purchase Common Shares under the Option may be accelerated in the following circumstances: · if your Service is terminated by the Company without Cause or if you resign for Good Reason, then the Option, to the extent outstanding and unvested, will become immediately vested and exercisable in the portion of the Option that would have become vested and exercisable as if you had remained in continuous Service with the Company through the date that is twelve (12) months following your termination of Service; · in the event that any transaction resulting in a Change in Control occurs, and within three (3) months prior to the Change in Control, on the Change in Control, or within twelve (12) months after the Change in Control, your Service is terminated by the Company without Cause or if you resign for Good Reason, then 100% of the then-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control; or · in the event of a termination of your Service due to your Disability or your death, then 100% of the then-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control. Termination Period: The Option will be exercisable for three (3) months after you cease to be an Employee, unless such termination is due to your death or Disability, in which case the Option will be exercisable for twelve (12) months after the date of your death or six (6) months after your Disability, as applicable. Notwithstanding the foregoing, in no event may the event Option be exercised after the Expiration Date as provided above and may be subject to earlier termination as provided in the Terms and Conditions of a bona fide acquisition of Inducement Stock Option Award attached as Exhibit A hereto. This Award is not issued under the Company’s 2023 Equity Incentive Plan or any other plan. This Award is granted to you in connection with your entry into employment with the Company pursuant and is an inducement material to a merger your entry into employment within the meaning of Listing Rule 5635(c)(4). The Company may, in its sole discretion, deliver any documents relating to the Option and the Agreement that the Company with is required to deliver to you by email or into another business entity (other than a merger electronic means. You hereby consent to receive such documents by electronic delivery and any online or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either electronic system established and maintained by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of third party designated by the assets Company. By your signature and the signature of the Company’s representative below, One Hundred percent (100%) of you and the shares subject Company agree to the Option shall become fully vested terms described in this Agreement, including the Terms and exercisable immediately Conditions of Inducement Stock Option Award, attached hereto as Exhibit A, all of which are made a part of this document. You acknowledge that you have reviewed this Agreement and Exhibit A and Exhibit B attached to this Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement and its attached exhibits. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the effective time thereof.Administrator upon any questions relating to this Agreement, including its exhibits. You further agree to notify the Company upon any change in the residence address you provide to the Company. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇

Appears in 1 contract

Sources: Inducement Stock Option Agreement (Alimera Sciences Inc)

NOTICE OF STOCK OPTION GRANT. Name: Ric▇▇▇▇ ▇▇▇▇▇▇▇▇▇---------------------------------------- Address: ------------------------------------- You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows. The terms of your grant are set forth below: Grant Number 81 ------------------------------- Date of Grant June 4Grant: August 6, 1997 ------------------------------- 2001 Vesting Commencement Date May 28Date: August 6, 1997 ------------------------------- 2001 Exercise Price per Share $ Share: $1.00 ------------------------------ 0.128 per share Total Number of Shares Granted 509,187 ------------------------------- Granted: 1,500,000 Total Exercise Price $ Price: $509,187 ------------------------------ 192,000.00 Type of Option: Incentive Non-Qualified Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: June 24August 6, 2007 ------------------------------ 2008 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, become exercisable according to the following schedule: 2 Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25% %) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Vesting Commencement Date, and thereafter, with respect to twenty-five percent (25%) of the Shares on each successive twelve-month anniversary following the one-year anniversary of the Option's Vesting Commencement Date (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Employee, Director or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent earlier of (either by remaining outstanding i) Optionee's termination of employment with the Company for Good Reason or by being converted into voting securities the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time), (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the surviving entityfollowing: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least fifty percent (50%) a majority of the total voting power represented by the voting securities of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such surviving entity outstanding immediately after such merger or consolidationTransaction; (b) with or into another corporation or a sale or other disposition of all or substantially all of the assets Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the CompanyDirectors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, One Hundred percent (100%) cease for any reason to constitute a majority of the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereofBoard of Directors.

Appears in 1 contract

Sources: Non Qualified Stock Option Agreement (Drkoop Com Inc)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- Address: ------------------------------------- You have The undersigned Optionee has been granted an option Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4, 1997 ------------------------------- Vesting Commencement Date May 28, 1997 ------------------------------- Exercise Price per Share $ $1.00 ------------------------------ Total Number of Shares Granted 509,187 ------------------------------- Total Exercise Price $ $509,187 ------------------------------ Type of OptionDATE OF GRANT VESTING COMMENCEMENT DATE EXERCISE PRICE PER SHARE TOTAL NUMBER OF SHARES GRANTED TOTAL EXERCISE PRICE TYPE OF OPTION: [ ] Incentive Stock Option ----- X [ ] Nonstatutory Stock Option ----- TermTERM/Expiration DateEXPIRATION DATE: June 24, 2007 ------------------------------ Exercise and Vesting ScheduleEXERCISE AND VESTING SCHEDULE: ----------------------------- This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option and shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following vesting schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to your remaining in Continuous Status continued status as an Employee or Consultant as of a Service Provider on such vesting dates. Notwithstanding the foregoing, in In the event of a bona fide acquisition Change of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either Control that occurs while Employee is employed by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Company, One Hundred percent one-fourth (100%1/4th) of the shares subject to the Option shall accelerate so as to become fully completely vested and exercisable immediately on the date the event constituting a Change of Control is consummated. The balance of the shares subject to the Option shall continue to vest on the same time schedule as existed prior to the effective time thereofChange of Control. If the Change of Control occurs in the first twelve months after the date vesting commences, 1/4th of the shares will vest upon the Change of Control and another 1/4th of the shares will vest twelve months after the Vesting Commencement Date, and 1/48th of the shares will continue to vest each month thereafter until fully vested. If the Change of Control occurs after the first twelve months after the date vesting commences, 1/4th of the shares will vest upon the Change of Control, and the remaining shares will continue to vest as to 1/48th of the shares each month thereafter until fully vested. Notwithstanding the foregoing, if such vesting acceleration would cause a contemplated Change of Control transaction that was intended to be accounted for as a "pooling-of-interests" transaction to become ineligible for such accounting treatment under generally accepted accounting principles, as determined by the Company's independent public accountants prior to the Change of Control, Optionee's shares shall not have their vesting so accelerated. This Option shall be exercisable for thirty (30) days after Optionee ceases to be a Service Provider. Upon Optionee's death or disability, this Option may be exercised for such longer period as provided in the Plan. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

Appears in 1 contract

Sources: Stock Option Agreement (Broadcom Corp)

NOTICE OF STOCK OPTION GRANT. NameOptionee: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock Date of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement: August 14, as follows: Grant Number 81 ------------------------------- 2008 Date of Grant June 4Grant: February 27, 1997 ------------------------------- 2008 Vesting Commencement Date May 28Date: November 23, 1997 ------------------------------- 2007 Exercise Price per Share $ Share: $1.00 ------------------------------ 15.00 Total Number of Shares Granted 509,187 ------------------------------- Granted: 16,962 Total Exercise Price $ Price: $509,187 ------------------------------ Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- 254,430 Term/Expiration Date: June 24, 2007 ------------------------------ 2/27/2018 Type of Option: Non-Qualified Stock Option Exercise and Schedule: ¨ Same as Vesting Schedule ý Early Exercise Permitted Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, at such times as are established by the Administrator, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The This Option or, if exercised prior to vesting, the Shares subject to this Option Option, shall vest and vest, become exercisable and/or be released from the Company's repurchase option’s Repurchase Option, as set forth in the Restricted Stock Purchase AgreementAgreement attached hereto as Exhibit B-1, according to the following schedule: 25% Subject to the Optionee’s continued employment with the Company, the Option or Shares, as applicable, shall vest in full on the fifth anniversary of the Vesting Commencement Date specified above (the “Vesting Date”), provided, however, that in the event that either an Acquisition or a Qualifying Public Offering occurs prior to the Vesting Date, then the exercisability and vesting of the Option or Shares, as applicable, shall be accelerated and the Option or Shares, as applicable, shall vest in full on the date on which the Acquisition or Qualifying Public Offering occurs and, provided, further, that if the Optionee’s employment with the Company terminates by reason of a termination of employment by the Company without Cause, by the Optionee for Good Reason or due to the Optionee’s death or Disability (each as defined in that certain employment agreement between the Company and Optionee of even date herewith), in any case, prior to the vesting of the Option or the Shares, as applicable, then the Option or the Shares, as applicable, shall thereupon vest with respect to that number of Shares determined by multiplying the number of unvested Shares subject to the Option shall vest twelve or unvested Shares, as applicable, by a fraction, (i) the numerator of which equals the number of full months after elapsed from the Vesting Commencement DateDate of Grant through the date of termination, and 1/48 (ii) the denominator of the Shares subject to the Option shall vest each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as which equals sixty (60). For purposes of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Company, One Hundred percent (100%) of the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereof.this Agreement:

Appears in 1 contract

Sources: Employment Agreement (Belvedere SoCal)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Date of Grant June 4Grant: February 1, 1997 ------------------------------- 2000 Vesting Commencement Date May 28Date: February 1, 1997 ------------------------------- 2000 Exercise Price per Share $ Share: $1.00 ------------------------------ 4.00 Total Number of Shares Granted 509,187 ------------------------------- Granted: 5,000 Total Exercise Price $ Price: $509,187 ------------------------------ 20,000.00 Type of Option: ¨ Incentive Stock Option ----- X x Nonstatutory Stock Option ----- Term/Term/ Expiration Date: June 24Ten Years/February 1, 2007 ------------------------------ Exercise and Vesting Schedule: ----------------------------- 2010 * Or earlier, pursuant to the termination period set forth below. This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option and shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following vesting schedule: 25% One-sixteenth (1/16th) of the Shares subject to the Option shall vest twelve three months after the Vesting Commencement Date, Date and 1/48 on the last day of the Shares subject to the Option shall vest each three month anniversary thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of continuing to be a Service Provider on such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of if the Company pursuant to a merger of the Company merges with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of , sells all or substantially all of its assets, or enters into any other similar transaction or reorganization as a result of which the assets shareholders of the Company, One Hundred percent (100%) Company immediately prior to such transaction will not hold at least 50% of the shares subject voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a “Change of Control Transaction”), then the Option shall become fully vested and exercisable immediately simultaneously with the closing of the Change of Control Transaction (or, in the case of a merger, as of any earlier date that is necessary to permit the Optionee, if he exercises the Option in whole or in part, to receive the same per Share merger consideration (to the extent of Optioned Shares acquired upon exercise) that will be paid to the other holders of Shares). The Board shall notify the Optionee at least fifteen (15) days prior to the effective closing of a Change of Control Transaction (or at such earlier time thereofas the Board, in its reasonable judgment, deems necessary to give effect to the intent of this provision), and such notification shall include a statement as to whether or not the Option will be assumed by the surviving or purchasing entity or whether an equivalent, fully vested, substitute option will be provided by such entity.

Appears in 1 contract

Sources: Stock Option Agreement (Numerical Technologies Inc)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- Address: ------------------------------------- You have been granted Pursuant to the Newegg Inc. Amended and Restated 2005 Incentive Award Plan (the “Plan”), Newegg Inc. (the “Company”) hereby grants to the Optionee listed below (“Optionee”), an option (the “Option”) to purchase Common Stock the number of shares of the Company’s Class A Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows. All capitalized terms used in this Stock Option Agreement without definition shall have the meanings ascribed to such terms in the Plan. Optionee: Grant Number 81 ------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date of Grant June 4Grant: October 28, 1997 ------------------------------- 2009 Vesting Commencement Date May Date: October 28, 1997 ------------------------------- 2009 Exercise Price per Share $ Share: $1.00 ------------------------------ 8.27 Total Number of Shares Granted 509,187 ------------------------------- Granted: 25,000 Total Exercise Price $ Price: $509,187 ------------------------------ Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- 206,750.00 Term/Expiration Date: June 24October 28, 2007 ------------------------------ Exercise and 2019 Type of Option: ¨ Incentive Stock Option x Non-Qualified Stock Option Vesting Schedule: ----------------------------- This Option is exercisable immediately, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Shares subject to this Option shall vest and be released from the Company's repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: Vesting Date Shares Exercisable One (1) year from the Vesting Commencement Date. 25% of the Total Number of Shares subject to the Option shall vest twelve months after Granted Two (2) years from the Vesting Commencement Date, . An Additional 25% of the Total Number of Shares Granted Three (3) years from the Vesting Commencement Date. An Additional 25% of the Total Number of Shares Granted Four (4) years from the Vesting Commencement Date. An Additional 25% of the Total Number of Shares Granted The Option shall vest and 1/48 become exercisable with respect to twenty-five percent (25%) of the Shares subject to thereto on the Option shall vest each month thereafter, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition first anniversary of the Company pursuant Vesting Commencement Date and with respect to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty an additional twenty-five percent (5025%) of the total voting power represented Shares subject thereto on each subsequent anniversary of the Vesting Commencement Date thereafter; provided, however, that in the event that an Acquisition occurs and the Participant ceases to be a Service Provider by reason of a termination by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or without Cause (excluding a sale of all or substantially all of the assets of the Company, One Hundred percent (100%) of the shares subject termination due to the Participant’s Disability) during the twelve-month period immediately following the Acquisition, the Option shall shall, to the extent not then vested, immediately become fully vested and exercisable immediately prior to the effective time thereofexercisable.

Appears in 1 contract

Sources: Director Retainer Agreement (Newegg Inc)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- Address: ------------------------------------- «Name_of_Optionee» You have been granted an option to purchase Common Stock of 3PARdata, Inc. (the Company”), subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 ------------------------------- Number: «Grant_Number» Date of Grant June 4, 1997 ------------------------------- Grant: «Grant_Date» Vesting Commencement Date May 28, 1997 ------------------------------- Date: «Vesting_Commencement_Date» Exercise Price per Share $ Share: $1.00 ------------------------------ 0.01 Total Number of Shares Granted 509,187 ------------------------------- Granted: «Total_Shares_Granted» Total Exercise Price $ Price: $509,187 ------------------------------ «Total_Exercise_Price_» Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: June 24, 2007 ------------------------------ Exercise and Vesting Schedule: ----------------------------- This Option is exercisable immediatelyoption may (i) be exercised, in whole or in part, at such times as established under the Company’s policies regarding exercise of options or as otherwise permitted by the Company and (ii) be exercised prior to the full vesting of the number of shares set forth in the Notice of Stock Option Grant (the “Option Shares”), conditioned upon Optionee the Optionee’s entering into a Restricted Stock Purchase Agreement with respect to any unvested Option Shares. The Option Shares subject to this Option shall vest and and/or be released from the Company's ’s repurchase option, as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: 25% of the Shares subject to the Option shall vest twelve months after on the annual anniversary of the Vesting Commencement Date, and 1/48 25% of the Shares subject to the Option shall vest each anniversary thereafter on the same day of the month thereafteras the Vesting Commencement Date, subject to your remaining in Continuous Status as an Employee or Consultant as of such vesting dates. Notwithstanding the foregoing, in the event of a bona fide acquisition of the Company pursuant to a merger of the Company with or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger Optionee continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or be a Service Provider on such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Company, One Hundred percent (100%) of the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereofdates.

Appears in 1 contract

Sources: Stock Option Agreement (3PAR Inc.)

NOTICE OF STOCK OPTION GRANT. Name: ▇▇▇▇ ▇▇▇▇ ---------------------------------------- Address: ------------------------------------- You have been Cyan, Inc. (the “Company”) has granted the individual (“Participant”) named above an option Option (the “Option”) to purchase shares of Common Stock of the CompanyCompany (“Shares”), subject to the terms and conditions of the Plan and this Non-U.S. Stock Option Award Agreement, including the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A and the Country Addendum attached hereto as Exhibit B (collectively, the “Award Agreement”), as follows: Grant Number 81 ------------------------------- Date of Grant June 4, 1997 ------------------------------- Vesting Commencement Date May 28, 1997 ------------------------------- Exercise Price per Share $ $1.00 ------------------------------ Total Number of Shares Granted 509,187 ------------------------------- Total Exercise Price $ $509,187 ------------------------------ Type of Option: Incentive Stock Option ----- X Nonstatutory Stock Option ----- Term/Expiration Date: June 24, 2007 ------------------------------ Exercise and Vesting Schedule: ----------------------------- This Subject to any acceleration provisions contained in the Plan or set forth below, the Option is exercisable immediatelymay be exercised, in whole or in part, conditioned upon Optionee entering into a Restricted Stock Purchase Agreement in accordance with respect to any unvested the following schedule: [INSERT VESTING SCHEDULE] The vesting of the Option Shares. The Shares in accordance with the schedule set forth above is subject to this Option shall vest and Participant continuing to be released from a Service Provider for the Company's repurchase optionCompany or a Parent or Subsidiary of the Company through each vesting date. For purposes of the Option, unless Participant is on a leave of absence approved by the Company as set forth in the Restricted Stock Purchase Agreement, according to the following schedule: 25% Section 11 of the Shares subject Plan, Participant’s status as a Service Provider will be considered terminated as of the date that Participant is no longer actively providing services for the Company or a Parent of 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 providing services or the terms of Participant’s employment or service agreement, if any) and, unless otherwise expressly provided in the Award Agreement or otherwise determined by the Company, Participant’s right to vest in the Option shall vest twelve months after under the Vesting Commencement DatePlan, and 1/48 of the Shares subject to the Option shall vest each month thereafterif any, subject to your remaining in Continuous Status as an Employee or Consultant will terminate as of such vesting dates. Notwithstanding the foregoingdate and 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 event jurisdiction where Participant is providing services or the terms of a bona fide acquisition of the Company pursuant to a merger of the Company with Participant’s employment or into another business entity (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) with or into another corporation or a sale of all or substantially all of the assets of the Companyservice agreement, One Hundred percent (100%) of the shares subject to the Option shall become fully vested and exercisable immediately prior to the effective time thereofif any).

Appears in 1 contract

Sources: Non u.s. Stock Option Award Agreement (Cyan Inc)