Common use of Stock Option Grant Clause in Contracts

Stock Option Grant. Subject to the approval of the Board or the Compensation Committee, Employee shall be granted an option to purchase up to 4,900,000 ordinary shares of BeiGene, Ltd., at an exercise price per share equal to the fair market value per share of such stock as of the date of the grant, which option shall be governed by, and subject to the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant date.

Stock Option Grant. Subject The Corporation shall grant to the Executive, subject to the approval of the Compensation and Human Resources Committee of the Board or of Directors of the Compensation CommitteeCorporation, Employee shall be granted an option options to purchase up to 4,900,000 ordinary an aggregate of 200,000 shares of BeiGenecommon stock, Ltd.par value $0.001 per share ("Common Stock"), of the Corporation at an exercise price per share equal to the fair market value per share of such stock the Common Stock (being the average of the high and low price of the Common Stock on the last trading date prior to the date of this Agreement) on the date of this Agreement ("Options"), which Options shall be restricted and non-transferable, as set forth in the Company's Amended and Restated Stock Option and Stock Award Plan (the "Stock Option Plan") and, to the extent that Executive is employed by the Corporation on the following vesting dates, the Options shall vest as follows: 40,000 of the Options shall vest on December 31, 2002, 80,000 of the Options shall vest on December 31, 2003 and 80,000 of the Options shall vest on December 31, 2004. The term of the Options shall be for a period of ten (10) years following the date of the grant, which option grant of the Options hereunder and the Options shall be governed by, and subject to the such other terms and conditions ofnot inconsistent with the terms of this Agreement as are set forth in the Stock Option Agreement, in the form attached hereto as Exhibit A, to be executed by the Company and the Executive, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and as determined by the Company (the “Initial Option Grant”)Board of Directors or any committee thereof. The Board or the Compensation Committee Options shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject be incentive stock options to the Initial Option Grant shall become exercisable extent permitted by law in each year and, with respect to 25% vested options, shall be exerciseable for a period of 90 days following termination of employment; and the shares upon completion remaining options shall be non-qualified stock options ("NQSOs") which shall be exerciseable for a period of one year following termination of service measured from the Effective Date and employment. The Executive shall not be entitled to any rights with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over Common Stock underlying the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his EmploymentOptions, including the Initial Option Grant, shall become fully exercisable upon the consummation right to vote or receive dividends or distributions with respect to any of a Sale Event. In addition, the shares subject to of Common Stock underlying the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateOptions.

Stock Option Grant. Subject to Within ninety (90) days after the approval of Effective Date, RedPrairie Holding, Inc., a Delaware corporation (“Holding”), will grant the Board or Executive a stock option (the Compensation Committee, Employee shall be granted an option “Option”) under Holding’s 2005 Stock Incentive Plan (the “Plan”) to purchase up to 4,900,000 ordinary 149,152 shares of BeiGene, Ltd., Holding common stock at an exercise a price per share equal to the fair market value per of a share of such common stock as determined by the Board on the effective date of grant (the actual date of grant of the date of the grant, which option shall be governed by, and subject Option is referred to the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (herein as the “Initial Option GrantGrant Date”). The Board or Option will vest with respect to twenty-five percent (25%) of the Compensation Committee shall confer regarding shares subject to the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following anniversary of the Effective Date. The Stock Option Agreement shall provide for a fourremaining seventy-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% five percent (75%) of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant will vest in thirty-six (but 36) substantially equal monthly installments thereafter. In each case, the vesting of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. Further, if a Change in Control Event (as such term is defined in the Plan) occurs while you are still employed by the Company and, immediately prior to such Change in Control Event the Option is outstanding and not any subsequent otherwise fully vested, you will be deemed to be fully vested in such Option immediately prior the Change in Control Event The maximum term of the Option will be ten (10) years, subject to earlier termination upon the termination of the Executive’s employment with the Company, a Change in Control of the Company and similar events as set forth in the Plan and the standard form of award agreement used to evidence employee stock option grant or equity awardgrants under the Plan. The Option shall not be an “incentive stock option” under Section 422 of the Internal Revenue Code, unless otherwise agreed at as amended (the time of any such subsequent grant) “Code”). The Option shall be granted under and subject to the Plan, and shall be subject to accelerated vesting upon certain termination events such further terms and conditions as described set forth in Section 8 heretoa written stock option agreement (in the standard form used to evidence employee stock option grants under the Plan) to be entered into by the Company and the Executive to evidence the Option. The Company has provided a copy of the Plan and such standard form of employee stock option shall have a term agreement to the Executive in connection with the execution of 10 years measured from the grant datethis Agreement.

Stock Option Grant. Subject to the approval action of the Compensation Committee of NetLogic’s Board or the Compensation Committeeof Directors, Employee shall you will be granted an a first option to purchase up to 4,900,000 ordinary Six Hundred Twenty Thousand (620,000) shares of BeiGene, Ltd., NetLogic’s Common Stock at an exercise price per share equal to the fair market value per share on the date of approval by the Compensation Committee. The terms and conditions of this option grant, including the exercise price, will be set out in a stock option agreement that will be executed by you and NetLogic at the time the grant is made and will be subject to and governed by the terms of the applicable stock option plan adopted by the Board of Directors. This option will be exercisable, in whole or in part, in accordance with the following schedule: 1/4th of the shares subject to this grant will vest on the first anniversary of your employment commencement date, and 1/48th of the shares subject to this grant will vest on the last day of each month thereafter, subject in all events to your continuous employment by NetLogic or its successors. You may elect to exercise this option grant, in whole or in part, after vesting or by early exercising before vesting. Payment of the exercise price shall be by cash, check, promissory note or any other method permitted under the applicable stock option plan adopted by the Board of Directors. If you elect to early exercise and pay the exercise price by executing a promissory note, you will execute the promissory note attached hereto as Exhibit B (or in any form acceptable to NetLogic), and also deliver a Pledge and Security Agreement in the form attached hereto as Exhibit C (or in any form acceptable to NetLogic). Additionally, if you elect to early exercise this option grant and pay the purchase price by executing a promissory note, NetLogic will forgive $25,000 of the promissory note if you remain continuously employed by NetLogic for 12 months from your employment commencement date with NetLogic, and NetLogic will forgive an additional $25,000 of the promissory note if you remain continuously employed by NetLogic for 24 months from your employment commencement date. In order to receive the forgiveness of these debts, you agree to cooperate with NetLogic to execute any appropriate written agreements that may be required to effect this transaction. Your stock option agreement will provide for this vesting schedule and accelerated vesting or, in the case of early exercise, lapsing of NetLogic’s repurchase right, in the following situations: (A) In the event of a Change of Control occurring prior to the termination of your continuous service, in which the option grant is not assumed by the successor corporation, you will vest, or the repurchase right will lapse, with respect to all granted options immediately upon the completion of such stock as Change of Control. (B) In the event you are Involuntarily Terminated following a Change of Control occurring in which all outstanding options have been assumed by the successor corporation, you will vest, or the repurchase right will lapse, with respect to a maximum of 24 months of accelerated vesting (or lapsing), measured from the date of the grantChange of Control. For example, which if you are Involuntarily Terminated 14 months following the closing of a Change of Control, your vesting (or lapsing) will accelerate by 10 months. For purposes of the accelerated vesting (or lapsing) provided for in the stock option shall be governed by, and subject to the terms and conditions ofagreement, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (the “Initial Option Grant”). The Board or the Compensation Committee following definitions shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant date.apply:

Stock Option Grant. Subject to the approval of the Board or the Compensation Committee, Employee Executive shall be granted an initial stock option to purchase up to 4,900,000 ordinary Three Hundred Thousand (300,000) shares of BeiGenethe Company’s common stock (the “Stock Option”) pursuant to the Company’s 2012 Equity Incentive Plan, Ltd., at as amended (the “Incentive Plan”). The Stock Option shall have an exercise price of $4.00 per share and vest in eight (8) equal quarterly installments commencing on the last day of each fiscal quarter starting with the quarter ending September 30, 2017, subject to Executive’s employment with the fair market value per share of such stock as Company on the applicable vesting date. The Stock Option shall have a 10-year term, and, once vested, shall remain exercisable for the balance of the date remaining term of the grantStock Option while Executive is still employed by the Company, which option subject to any applicable securities law restrictions. Except as otherwise stated in this Agreement, all terms and conditions of the Stock Option award, including any vesting or exercise rights upon termination of employment, shall be governed by, and subject to by the terms and conditions of, of the Incentive Plan and the applicable award agreement. The Executive agrees and acknowledges that any sale of shares issued upon the exercise of the Stock Option shall comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. The Executive further agrees and acknowledges that the shares issued upon the exercise of the Stock Option are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act of 1933, as amended, and Incentive Plan and therefore may not be sold or otherwise disposed of by Executive in any manner that would constitute a violation of any applicable federal or state securities laws, any rules of any national securities exchange on which the Company’s securities may be traded, listed or quoted, or in violation of any Company policy. Upon the termination of the Executive’s employment by the Company for any reason or Executive’s resignation for any reason, any unvested portion of the Stock Option Agreement between Employee shall immediately be deemed forfeited and the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% cancelled as of the shares upon completion Date of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting dateTermination (as defined below). Notwithstanding the foregoingforegoing or any other provision, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In additiontransaction resulting in a “Change in Control” (as defined below), any unvested portion of the shares subject to the Initial Stock Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events and deemed fully vested as described of the effective date of the consummation of such Change in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateControl transaction.

Stock Option Grant. Subject On or before April 22, 2014, the Company will issue to the approval of the Board or the Compensation Committee, Employee shall be granted an a non- qualified stock option to purchase up to 4,900,000 ordinary 100,000 shares of BeiGene, Ltd., the Company’s common stock at an exercise price per share equal to the of fair market value per share of such stock as of determined in good faith by the Board at the date of grant which will vest at the rate of 1/48th per month after the date of grant, which option shall subject to appropriate and proportionate adjustments for stock dividends, stock splits and other subdivisions and combinations of, and recapitalizations and like occurrences with respect to the Company’s common stock, (the “Option”). The Options granted pursuant to this Section 4.3(a)(i)shall be governed by, exercisable for a period of ten (10) years from the date of grant and subject to the terms and conditions of, provisions of the Company’s Stock Option and 2013 Equity Incentive Plan (as amended, the “Plan”) and to the Employee’s execution of a Stock Option Agreement between Employee and non-qualified stock option agreement which is substantially in the form customarily used by the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares issuance of non-qualified stock options under the Plan to the Company’s employees and which contains additional terms not inconsistent with this Section 4.3 or the Plan that are determined to be appropriate by the Board. The Option will be fully exercisable in 36 equal successive monthly installments upon Employee’s completion accordance with the vesting schedule set forth above, provided, that in each case, the Employee continues to be an active full-time employee of each month of service over the 3 year period measured from Company on the initial applicable vesting date. Notwithstanding ; and provided further, that, if there shall occur a Change in Control (as defined in Section 4.3(c)) prior to the foregoingdate on which the Option is fully vested, all then the entire unvested option and equity awards granted to Employee during his Employmentportion of such stock, including the Initial Option Grant, options or rights shall become fully exercisable upon the consummation of a Sale Eventimmediately vested. In addition, the shares subject to entire unvested portion of the Initial Option Grant shall become immediately vested upon the Employee’s death, Permanent Disability, Termination Without Cause or Termination for Good Reason (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events all as described defined in Section 8 hereto. The option shall have a term 5 of 10 years measured from this Agreement) if the grant dateEmployee was an active full-time employee of the Company immediately before the applicable vesting termination event.

Stock Option Grant. Subject to the approval As consideration for your services as a member of the Board or and subject to the Compensation CommitteeBoard’s approval which is expected to occur after the Company obtains the next independent valuation of its common stock, Employee shall you will be granted an a nonqualified stock option to purchase up to 4,900,000 ordinary 9,375 shares of BeiGenethe Company’s common stock (the “Option”), Ltd.such Option to become vested, at an subject to your continued service as a member of the Board and early termination and adjustment as provided in the applicable stock option agreement, in twelve equal monthly installments from and after the date of grant. The per-share exercise price per share of the shares underlying the Option will be equal to the fair market value per share of such the Company’s common stock as of on the date of the grantOption grant as determined by the Board in its sole discretion, which and the maximum term of the Option will be ten (10) years. The Option will be granted under the Company’s stock incentive plan as then in effect (the “Plan”) and will be evidenced by and subject to a standard stock option shall agreement under the Plan that you will be governed byrequired to sign as a condition to receiving the Option. The shares underlying the Option will fully accelerate and vest upon the Company’s consummation of a Corporate Transaction (as defined in the Plan). In addition to the Option, as consideration for your services as a member of the Board and subject to the terms and conditions ofBoard’s approval, on the date of the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee next regularly scheduled Board meeting (currently scheduled for February 3, 2011), and, provided you remain in Board service and the Company is then a private company (i.e., not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Initial Option Grant1934 Act”), on the date of each subsequent twelve-month anniversary thereafter, you will be granted a nonqualified stock option to purchase 12,500 shares of the Company’s common stock (each, an “Annual Option”), each Annual Option to become vested, subject to your continued service as a member of the Board and early termination and adjustment as provided in the applicable stock option agreement, in twelve equal monthly amounts following the applicable grant date. The Board or per-share exercise price of the shares underlying each Annual Option will be equal to the fair market value of the Company’s common stock on the date of the Annual Option grant as determined by the Compensation Committee shall confer regarding in its sole discretion, and the issuance maximum term of Employee’s Initial each Annual Option Grant on or before will be ten (10) years. Each Annual Option will be granted under the first regularly-scheduled Board meeting following Plan and will be evidenced by and subject to a standard stock option agreement under the Effective Date. The Stock Option Agreement shall provide for Plan that you will be required to sign as a four-year vesting schedulecondition to receiving the Annual Option. The shares underlying each Annual Option will fully accelerate and vest upon the Company’s consummation of a Corporate Transaction. If the Company becomes subject to the Initial Option Grant shall become exercisable with respect to 25% reporting requirements of the shares upon completion 1934 Act, however, the terms of one year of service measured from your annual refresher grants to be made after the Effective Date and with respect February 2011 initial annual refresher grant shall be as set forth I this paragraph. On or about February 3, 2012, provided you are then providing Board services to the remaining Company, subject to the approval of the Compensation Committee, you shall be granted a nonqualified option to purchase 4200 shares in 36 equal successive monthly installments upon Employeeof the Company’s completion common stock. Such option shall vest on the date immediately prior to the date of the Company’s first annual stockholders’ meeting. On the date of the Company’s first annual stockholders’ meeting and on the date of each month subsequent annual stockholders’ meeting thereafter, provided you are then serving on the Company’s Board of service over Directors, you shall be granted an additional nonqualified option to purchase 12,500 shares of the 3 year period measured from Company’s common stock. Each such option shall vest in full on the initial vesting dateday immediately preceding the date of the Company’s subsequent annual meeting of its stockholders. Notwithstanding Each option shall have an exercise price equal to the foregoing, all unvested fair market value on the date of grant as determined by the Plan. Each option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon vest in full on the consummation date of a Sale EventCorporate Transaction and shall be subject to the terms of the Plan and the ancillary agreements of the Plan. You will not be eligible for any Company health insurance, workers’ compensation, vacation, retirement or other benefits. However, as a member of the Board, you will be covered under a directors’ and officers’ liability policy in accordance with the terms of such policy, as such policy may be amended, replaced or terminated in the discretion of the Board. In addition, you will be indemnified by the shares subject Company pursuant to the Initial Option Grant (but terms of the Company’s standard indemnification agreement. You will continue to perform such services as an independent contractor and not any subsequent option grant or equity award, unless otherwise agreed at as an employee of the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateCompany.

Stock Option Grant. Subject to the approval As consideration for your services as a member of the Board or and subject to the Compensation CommitteeBoard’s approval which is expected to occur after the Company obtains the next independent valuation of its common stock, Employee shall you will be granted an a nonqualified stock option to purchase up to 4,900,000 ordinary 25,000 shares of BeiGenethe Company’s common stock (the “Option”), Ltd.such Option to become vested, at an subject to your continued service as a member of the Board and early termination and adjustment as provided in the applicable stock option agreement, in forty-eight (48) substantially equal monthly installments over the forty-eight (48)-month period following your appointment to the Board. The per-share exercise price per share of the shares underlying the Option will be equal to the fair market value per share of such the Company’s common stock as of on the date of the grantOption grant as determined by the Board in its sole discretion, which and the maximum term of the Option will be ten (10) years. The Option will be granted under the Company’s stock incentive plan as then in effect (the “Plan”) and will be evidenced by and subject to a standard stock option shall agreement under the Plan that you will be governed byrequired to sign as a condition to receiving the Option. The shares underlying the Option will fully accelerate and vest upon the Company’s consummation of a Corporate Transaction (as defined in the Plan). In addition to the Option, as consideration for your services as a member of the Board and subject to the terms and conditions ofBoard’s approval, on the date of the Company’s Stock Option next regularly scheduled Board meeting (currently scheduled for February 3, 2011), and Incentive Plan and a Stock Option Agreement between Employee provided you remain in Board service and the Company is then a private company (i.e., not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Initial Option Grant1934 Act”), on the date of each subsequent twelve-month anniversary thereafter, you will be granted a nonqualified stock option to purchase 12,500 shares of the Company’s common stock (each, an “Annual Option”), each Annual Option to become vested, subject to your continued service as a member of the Board and early termination and adjustment as provided in the applicable stock option agreement, in twelve equal monthly amounts following the applicable grant date. The Board or per-share exercise price of the shares underlying each Annual Option will be equal to the fair market value of the Company’s common stock on such date of the Annual Option grant as determined by the Compensation Committee shall confer regarding in its sole discretion, and the issuance maximum term of Employee’s Initial each Annual Option Grant on or before will be ten (10) years. Each Annual Option will be granted under the first regularly-scheduled Board meeting following Plan and will be evidenced by and subject to a standard stock option agreement under the Effective Date. The Stock Option Agreement shall provide for Plan that you will be required to sign as a four-year vesting schedulecondition to receiving the Annual Option. The shares underlying each Annual Option will fully accelerate and vest upon the Company’s consummation of a Corporate Transaction. If the Company becomes subject to the Initial Option Grant shall become exercisable with respect to 25% reporting requirements of the shares upon completion 1934 Act, however, the terms of one year of service measured from your annual refresher grants to be made after the Effective Date and with respect February 2011 initial annual refresher grant shall be as set forth in this paragraph. On or about February 3, 2012, provided you are then providing Board services to the remaining Company, subject to the approval of the Compensation Committee, you shall be granted a nonqualified option to purchase 4200 shares in 36 equal successive monthly installments upon Employeeof the Company’s completion common stock. Such option shall vest on the date immediately prior to the date of the Company’s first annual stockholders’ meeting. On the date of the Company’s first annual stockholders’ meeting and on the date of each month subsequent annual stockholders’ meeting thereafter, provided you are then serving on the Company’s Board of service over Directors, you shall be granted an additional nonqualified option to purchase 12,500 shares of the 3 year period measured from Company’s common stock. Each such option shall vest in full on the initial vesting dateday immediately preceding the date of the Company’s subsequent annual meeting of its stockholders. Notwithstanding Each option shall have an exercise price equal to the foregoing, all unvested fair market value on the date of grant as determined by the Plan. Each option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon vest in full on the consummation date of a Sale EventCorporate Transaction and shall be subject to the terms of the Plan and the ancillary agreements of the Plan. You will not be eligible for any Company health insurance, workers’ compensation, vacation, retirement or other benefits. As a member of the Board, you will be covered under a directors’ and officers’ liability policy in accordance with the terms of such policy, as such policy may be amended, replaced or terminated in the discretion of the Board. In addition, you will be indemnified by the shares subject Company pursuant to the Initial Option Grant (but terms of the Company’s standard indemnification agreement. You will perform these services as an independent contractor and not any subsequent option grant or equity award, unless otherwise agreed at as an employee of the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateCompany.

Stock Option Grant. Subject As soon as reasonably practicable following your Start Date and the closing of the pending merger between Elicio and Angion Biomedica Corp. (the “Merger”), as a material inducement to you joining the Company, and subject to the approval of the Board or of the Compensation Committeelisted company following the Merger (“New Elicio”), Employee shall you will be granted an a non-qualified option to purchase up to 4,900,000 ordinary acquire a number of shares of BeiGene, Ltd., New Elicio common stock equal to 0.9% of the total shares outstanding of common stock of New Elicio immediately following the closing of the Merger (the “Inducement Option Award”) at an exercise price per share equal to the fair market value per share of such stock the common stock, as of determined by the Board, on the date of grant of the grantInducement Option Award (the “Grant Date”). Promptly after the Grant Date, which the Company and you shall execute and deliver to each other the Company’s then standard form of stock option agreement, evidencing the Inducement Option Award and the terms thereof. The Inducement Option Award shall be subject to, and governed by, the terms and subject provisions of your stock option agreement. Subject to the terms and conditions ofset forth below and subject to your continued employment with the Company, the Company’s Stock Inducement Option Award shall become exercisable for twenty-five percent (25%) of the Inducement Option Award shares on the first anniversary of the Start Date and Incentive Plan shall become exercisable for the remainder of the Inducement Option Award shares in a series of thirty-six (36) equal monthly installments after such first anniversary until the Inducement Option Award has become fully exercisable. The Inducement Option Award is intended as an inducement grant under Nasdaq Rule 5635(c)(4). In the event the Company has a Change of Control (CIC), followed by a subsequent termination of your employment (or material diminishment of your role) within three 3) months prior to and a Stock Option Agreement between Employee twelve (12) months following the CIC, any unvested options granted to you will immediately vest (Accelerated Vesting). For the avoidance of doubt, from and after the Merger, the Company shall mean New Elicio and the Company (Board shall mean the “Initial Option Grant”)board of directors of New Elicio. The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇.▇▇▇ In addition, subject to the Initial Option Grant shall become exercisable with respect approval of the New Elicio Board, you will be eligible to 25receive an annual option award in 2024 to acquire a number of shares of New Elicio common stock equal to 0.45% of the then total shares upon completion outstanding of one year common stock of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoingNew Elicio, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to such time and performance vesting as determined by the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed Board at the time of any such subsequent the grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant date.

Stock Option Grant. Subject The Corporation shall grant to the approval Executive options to purchase an aggregate of 1,050,000 shares of common stock, par value $0.001 per share ("Common Stock"), of the Board or the Compensation Committee, Employee shall be granted an option to purchase up to 4,900,000 ordinary shares of BeiGene, Ltd.Corporation, at an exercise price per share equal to the fair market value per share of such stock the Common Stock (being the average of the high and low price of the Common Stock on the last trading date prior to the date of this Agreement) on the date of this Agreement ("Options"), which Options shall be restricted and non-transferable, as set forth in the Company's Amended and Restated Stock Option and Stock Award Plan (the "Stock Option Plan")and shall vest in accordance with the schedule set forth below. The term of the Options shall be for a period of ten (10) years following the date of the grant, which option grant of the Options hereunder and the Options shall be governed by, and subject to the such other terms and conditions ofnot inconsistent with the terms of this Agreement as are set forth in the Stock Option Agreement, in the form attached hereto as Exhibit A, to be executed by the Company and the Executive, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and as determined by the Company (the “Initial Option Grant”)Board of Directors or any committee thereof. The Board or the Compensation Committee Options shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject be incentive stock options to the Initial Option Grant shall become exercisable extent permitted by law in each year and, with respect to 25% vested options, shall be exerciseable for a period of 90 days following termination of employment; and the shares upon completion remaining options shall be non-qualified stock options ("NQSOs") which shall be exerciseable for a period of one year following termination of service measured from employment; provided, however, that in the Effective Date and event of an acquisition, merger, consolidation or business combination constituting a Change in Control (as hereinafter defined) where the consideration paid in such transaction consists of securities of the acquiring entity, then the replacement options issued in exchange for the NQSOs shall be exerciseable for the full ten (10) year term of such Options regardless of whether the Executive's employment is terminated subsequent to such Change in Control. The Executive shall not be entitled to any rights with respect to the remaining shares in 36 equal successive of Common Stock underlying the Options, including the right to vote or receive dividends or distributions with respect to any of the shares of Common Stock underlying the Options. To the extent that the Executive is employed by the Corporation as of each of the respective dates set forth below, the Options shall vest as follows: (i) 50,000 of the Options shall vest upon the date of this Agreement; and (ii) 1,000,000 of the Options shall vest monthly installments on a pro rata basis commencing upon Employee’s completion execution of this Agreement through and including September 30, 2003, such that Options to purchase 41,682 shares shall vest as of October 31, 2001 and Options to purchase 41,666 shares as of the end of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoingthereafter through and including September 30, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant date2003.

Stock Option Grant. Subject to the approval final decision of the Board or the Compensation Committee, Employee shall be granted an option to purchase up to 4,900,000 ordinary shares of BeiGene, Ltd., at an exercise price per share equal to the fair market value per share of such stock as of the date of the grant, which option shall be governed by, Committee and on terms and subject to the terms and conditions of, provided for by the Company’s then-current Stock Option and Incentive Plan and a Stock Option Agreement between Employee and Plan, the Company will use its reasonable efforts to cause to be granted to Executive: (i) an option (the “Initial Option”) to purchase a number of shares (the “Initial Option GrantShares”). The Board or ) of the Compensation Committee shall confer regarding Company’s common stock equal to the issuance result of Employee(A) 100,000 divided by (B) the closing bid price per share of the Company’s Initial Option Grant Common Stock on or before the first regularly-scheduled Board meeting following the Effective Date. The Initial Option shall be an incentive stock option, shall be exercisable at the closing price per share on the Effective Date, shall be exercisable for ten years from the date of grant and shall vest on the first anniversary of the Effective Date; and (ii) an option (the “Supplemental Option”) to purchase a number of shares (the “Supplemental Option Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing price per share of the Company’s Common Stock first anniversary of the Effective Date. The Supplemental Option shall be an incentive stock option, shall be exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years from the date of grant and shall vest on the second anniversary of the Effective Date. Consistent with the foregoing, the precise terms and conditions of the agreements evidencing the Initial Option and the Supplemental Option (each, a “Stock Option Agreement”) to be entered into between the Company and the Executive shall be as determined by the Board of Directors and/or the Compensation Committee. Each Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the and each stock certificate evidencing any Initial Option Grant Shares or any Supplemental Option Shares shall become exercisable with respect to 25% of bear a legend substantially in the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoingfollowing form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, all unvested option and equity awards granted to Employee during his EmploymentAS AMENDED, including the Initial Option GrantOR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, shall become fully exercisable upon the consummation of a Sale Event. In addition“SECURITIES LAWS”) AND MAY NOT BE OFFERED, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity awardSOLD, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant datePLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.

Stock Option Grant. Subject to the approval As consideration for your services as a member of the Board or and subject to the Compensation CommitteeBoard’s approval which is expected to occur after the Company obtains the next independent valuation of its common stock, Employee shall you will be granted an a nonqualified stock option to purchase up to 4,900,000 ordinary 25,000 shares of BeiGenethe Company’s common stock (the “Option”), Ltd.such Option to become vested, at an subject to your continued service as a member of the Board and early termination and adjustment as provided in the applicable stock option agreement, in forty-eight (48) substantially equal monthly installments over the forty-eight (48)-month period following your appointment to the Board. The per-share exercise price per share of the shares underlying the Option will be equal to the fair market value per share of such the Company’s common stock as of on the date of the grantOption grant as determined by the Board in its sole discretion, which and the maximum term of the Option will be ten (10) years. The Option will be granted under the Company’s stock incentive plan as then in effect (the “Plan”) and will be evidenced by and subject to a standard stock option shall agreement under the Plan that you will be governed byrequired to sign as a condition to receiving the Option. The shares underlying the Option will fully accelerate and vest upon the Company’s consummation of a Corporate Transaction (as defined in the Plan). In addition to the Option, as consideration for your services as a member of the Board and subject to the terms and conditions ofBoard’s approval, on the date of the Company’s Stock Option next regularly scheduled Board meeting (currently scheduled for May 3, 2011), and Incentive Plan and a Stock Option Agreement between Employee provided you remain in Board service and the Company is then a private company (i.e., not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Initial Option Grant1934 Act”), on the date of each subsequent twelve-month anniversary thereafter, you will be granted a nonqualified stock option to purchase 12,500 shares of the Company’s common stock (each, an “Annual Option”), each Annual Option to become vested, subject to your continued service as a member of the Board and early termination and adjustment as provided in the applicable stock option agreement, in twelve equal monthly amounts following the applicable grant date. The Board or per-share exercise price of the shares underlying each Annual Option will be equal to the fair market value of the Company’s common stock on such date of the Annual Option grant as determined by the Compensation Committee shall confer regarding in its sole discretion, and the issuance maximum term of Employee’s Initial each Annual Option Grant on or before will be ten (10) years. Each Annual Option will be granted under the first regularly-scheduled Board meeting following Plan and will be evidenced by and subject to a standard stock option agreement under the Effective Date. The Stock Option Agreement shall provide for Plan that you will be required to sign as a four-year vesting schedulecondition to receiving the Annual Option. The shares underlying each Annual Option will fully accelerate and vest upon the Company’s consummation of a Corporate Transaction. If the Company becomes subject to the Initial Option Grant shall become exercisable with respect to 25% reporting requirements of the shares upon completion 1934 Act, however, the terms of one year of service measured from your annual refresher grants to be made after the Effective Date and with respect May 2011 initial annual refresher grant shall be as set forth in this paragraph. On or about February 3, 2012, provided you are then providing Board services to the remaining Company, subject to the approval of the Compensation Committee, you shall be granted a nonqualified option to purchase 2,100 shares in 36 equal successive monthly installments upon Employeeof the Company’s completion common stock. Such option shall vest on the date immediately prior to the date of the Company’s first annual stockholders’ meeting. On the date of the Company’s first annual stockholders’ meeting and on the date of each month subsequent annual stockholders’ meeting thereafter, provided you are then serving on the Company’s Board of service over Directors, you shall be granted an additional nonqualified option to purchase 12,500 shares of the 3 year period measured from Company’s common stock. Each such option shall vest in full on the initial vesting dateday immediately preceding the date of the Company’s subsequent annual meeting of its stockholders. Notwithstanding Each option shall have an exercise price equal to the foregoing, all unvested fair market value on the date of grant as determined by the Plan. Each option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon vest in full on the consummation date of a Sale EventCorporate Transaction and shall be subject to the terms of the Plan and the ancillary agreements of the Plan. You will not be eligible for any Company health insurance, workers’ compensation, vacation, retirement or other benefits. As a member of the Board, you will be covered under a directors’ and officers’ liability policy in accordance with the terms of such policy, as such policy may be amended, replaced or terminated in the discretion of the Board. In addition, you will be indemnified by the shares subject Company pursuant to the Initial Option Grant (but terms of the Company’s standard indemnification agreement. You will perform these services as an independent contractor and not any subsequent option grant or equity award, unless otherwise agreed at as an employee of the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateCompany.

Stock Option Grant. Subject In addition to the approval your initial option grants to purchase 5,000 shares of the Board or Company’s Common Stock (“Common Stock”) that was granted to you on August 15, 2000 and 25,000 shares of Common Stock that was granted to you on August 14, 2002 (the Compensation Committee“Initial Options”), Employee you shall be granted an option stock options (the “New Option”) to purchase up to 4,900,000 ordinary an aggregate of two hundred thousand (200,000) shares of BeiGene, Ltd.Common Stock, at an exercise price of $3.22 per share, the closing price of a share equal of Common Stock the day of your signing of this Agreement, as soon as possible after this Agreement is executed. The New Option shall be granted as incentive stock options to the fair market value per share of such stock as extent permitted by law and the terms of the date Plan. The terms of the grantoption grant shall be stated in one or more separate Notice of Grant of Stock Options, one to reflect the grant of incentive stock options and one to reflect any grant of non-qualified stock options, which option both parties shall be governed by, and subject to sign in accordance with the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedulePlan. The shares subject to the Initial Option Grant option grant shall become exercisable vest in five equal annual installments, with respect to 25% vesting of the shares first installment to occur upon the first anniversary of the Effective Date and continued vesting annually thereafter upon your completion of one each additional year of service measured from the first anniversary of the Effective Date and with respect to through the remaining shares in 36 equal successive monthly installments upon Employee’s completion fifth anniversary of each month of service over the 3 year period measured from the initial vesting dateEffective Date. Notwithstanding the foregoingforegoing vesting schedule, all unvested option the New Option shall become fully vested and equity awards granted to Employee during his Employmentexercisable if you are either terminated without Cause or demoted from the positions of President or Chief Executive Officer of Westaff within one year of the effective date of a “Change in Control,” a “Corporate Transaction,” or a “Hostile Take-Over,” as such terms are defined in the Plan, including whichever event shall first occur while you are employed by the Company or Westaff and notwithstanding any assumption, substitution or replacement of such grant in connection with such event. At termination of the employment relationship by either party, the vested portion of the Initial Option Grantand the New Option must be exercised within three (3) months from the date of termination; provided, however, that (i) should termination of your employment be for Misconduct (as defined in the Plan), such grants shall become fully exercisable be cancelled upon the consummation date of a Sale Event. In additionsuch termination, the shares subject to the Initial Option Grant and (but not any subsequent option grant ii) should termination of your employment be on account of death or equity award, unless otherwise agreed at the time of any disability such subsequent grantgrants shall remain exercisable for twelve (12) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured months from the grant datedate of such termination.

Stock Option Grant. Subject Company has approved the grant to the approval Employee, as of the Board or the Compensation CommitteeEffective Date, Employee shall be granted of an option to purchase up to 4,900,000 ordinary 25,000 shares of BeiGene, Ltd., Company’s common stock (“Common Stock”) at an exercise price per share equal to the fair market value per closing price of a share of such stock as of the date of Common Stock on the grant, which option shall be governed by, and subject to the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company Effective Date (the “Initial Option GrantOption”). The Board Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. The Option will vest in substantially equal annual installments over the three-year period following the date of grant. The vesting of each installment of the Option will occur only if Employee remains continuously employed with Company through the respective vesting dates, except that the option will vest entirely and immediately if the employee is terminated without cause or resigns for Good Reason. The maximum term of the Compensation Committee shall confer regarding Option is ten (10) years from the issuance date of grant of the Option, subject to earlier termination upon the termination of Employee’s Initial Option Grant on or before employment with Company, a change in control of Company and similar events. In the first regularly-scheduled Board meeting following the Effective Dateevent there is a change in control of Company during Employee’s employment, all Options that have not already vested shall immediately vest. The Option has been granted under the Willdan Group, Inc. 2006 Stock Incentive Plan (the “Plan”), a copy of which has been provided to Employee, is subject to the approval by the Company’s shareholders of the Plan, and is subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by Company and Employee to evidence the Option (the “Option Agreement”). Such Option Agreement shall provide for a four-year vesting schedule. The shares be in substantially the form attached hereto as Exhibit A. Notwithstanding the foregoing provisions of this Section 3.3, the grant of the Option is subject to approval by the Initial Option Grant shall become exercisable with respect to 25% Company’s Compensation Committee and Board of Directors and approval of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon EmployeePlan by Company’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed stockholders at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateCompany’s next annual meeting.

Stock Option Grant. Subject to the approval As of the Board or Start Date, the Compensation Committee, Employee shall be granted an option Company will deliver to Executive a Stock Option Award Agreement (the “Award Agreement”) to purchase up to 4,900,000 ordinary 498,000 shares of BeiGene, Ltd., at an exercise price per share equal to the fair market value per share of such stock as of the date of the grant, which option shall be governed by, and subject to the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company common stock (the “Initial Stock Option Grant”). The Board or Initial Stock Option Grant will be subject to the terms of the Company’s 2020 Omnibus Equity Incentive Plan and to the terms and conditions specified in the Award Agreement (in the form determined by the Compensation Committee shall confer regarding or the issuance of Employee’s Board in its absolute and sole discretion); provided that such Award Agreement will reflect that (i) the Initial Stock Option Grant will vest ratably over the 36-month period beginning on or before the Start Date (i.e., 1/36th will vest at the end of each month during said 36-month period), subject to Executive’s continued service with the Company on each respective vesting date; (ii) the exercise price of the Initial Stock Option Grant as to the first regularly-scheduled Board meeting following 396,000 shares to vest shall be equal to the Effective closing trading price per share of the Company’s common stock on the Start Date; (iii) the exercise price of the Initial Stock Option Grant as to the next 51,000 shares to vest shall be equal to 1.5 times the closing trading price per share of the Company’s common stock on the Start Date; and (iv) the exercise price of the Initial Stock Option Grant as to the remaining 51,000 shares to vest shall be equal to 2.0 times the closing trading price per share of the Company’s common stock on the Start Date. The Stock Option Agreement Thereafter, during the Employment Period, Executive shall provide for a four-year vesting schedule. The shares be eligible to participate in the Company’s 2020 Omnibus Equity Incentive Plan or any successor plan, subject to the Initial Option Grant shall become exercisable with respect to 25% terms, conditions and vesting provisions of the shares upon completion of one year of service measured from the Effective Date 2020 Omnibus Equity Incentive Plan and with respect any applicable award agreement as and to the remaining shares extent determined by the Compensation Committee or the Board in 36 equal successive monthly installments upon Employee’s completion its sole and absolute discretion. For the avoidance of each month of service over doubt, the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option type and equity amounts and any awards granted to Employee during his Employment, including Executive under the 2020 Omnibus Equity Incentive Plan (other than the Initial Stock Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described determined by the Compensation Committee or the Board in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateits absolute and sole discretion.