Common use of Vesting of Options and Extension of Exercise Period Clause in Contracts

Vesting of Options and Extension of Exercise Period. Synta shall accelerate the vesting of your unvested options under Synta’s 2001 Stock Plan and 2006 Stock Plan (the “Plans”) and the Stock Option Agreements executed by you pursuant thereto, such that your options to purchase a total of 1,254,800 shares of Synta common stock subject to the Plans and the Stock Option Agreements shall be vested and exercisable as of the Effective Date (the “Vested Options”), and further Synta shall extend the exercise period of the Vested Options under the Stock Option Agreements to the earlier of June 30, 2016 or the expiration date of the applicable Vested Option as set forth in the Stock Option Agreement. The acceleration of vesting of options may cause certain options currently deemed to be incentive stock options (“ISOs”) taxable in accordance with Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to be automatically converted into non-qualified stock options which are taxable upon exercise. In addition, any ISOs exercised more than three months after the Separation Date shall automatically be converted into non-qualified stock options. You further acknowledge and agree that the Company does not guarantee or make any representations regarding the tax consequences or tax treatment of the Vested Options. Except as modified herein, the terms and conditions of the Plans and the Stock Option Agreements are incorporated herein by reference and shall survive the signing of this Agreement. The payments and benefits provided under this section shall be referred to as the “Separation Benefit.” You acknowledge and agree that the Separation Benefit is not otherwise due or owing to you under any Synta policy or practice. You further acknowledge that except for the Separation Benefit, your final wages, any accrued but unused vacation, and any properly incurred but not yet reimbursed business expenses (each of which shall be paid or reimbursed, as the case may be, in accordance with Synta’s regular payroll practices and applicable law), you are not now and shall not in the future be entitled to any other compensation from Synta including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, equity, stock, stock options, paid time off, or any other form of compensation or benefit.

Appears in 1 contract

Sources: Separation Agreement (Synta Pharmaceuticals Corp)

Vesting of Options and Extension of Exercise Period. Synta You have been granted a non-qualified stock option to purchase 450,000 shares of the Company’s common stock (the “Option”) pursuant to the terms of a Stock Option Agreement dated September 1, 2015 (as amended on April 8, 2016, the “Option Agreement”), and the terms of the Company’s 2016 Equity Employee, Director and Consultant Incentive Plan (the “Plan”). As of the Separation Date, 159,960 of the shares subject to the Option are vested, and 290,040 of the shares subject to the Option are unvested (the “Unvested Shares”). i. Pieris shall accelerate the vesting of 25% of your unvested options under Synta’s 2001 Stock Plan and 2006 Stock Plan (the “Plans”) and the Stock Option Agreements executed by you pursuant theretoUnvested Shares, such that your options Option to purchase a total of 1,254,800 232,470 shares of Synta Pieris common stock subject to the Plans Stock Option Agreement and the Stock Option Agreements Plan shall be vested (the “Vested Option”) and exercisable as of the Effective Date (the “Vested Options”), and further Synta shall Date. ii. The Company hereby agrees to extend the exercise period of the Vested Options under Option to twelve (12) months following the Stock Option Agreements to Separation Date (the earlier of June 30, 2016 “Exercise Period”) or the expiration date of the applicable Vested Option such shorter period as set forth in Section 24 of the Stock Plan. iii. You and the Company hereby agree that, in connection with any exercise of the Vested Option Agreementduring the Exercise Period, you shall pay for the exercise price (but not any amounts withheld or to otherwise cover any tax obligation with respect thereto) of the Vested Option by “net exercise” as set forth in Section 10 of the Plan. iv. The acceleration You agree that during the Exercise Period, you shall not, without the written consent of vesting the Company, sell, assign, transfer, encumber, establish a short position or otherwise hedge or dispose of options may cause certain options currently deemed more than 50,000 shares of the Company’s common stock per each rolling thirty (30) day period. Upon the completion of the Exercise Period, you will be free to transfer or dispose of the Company’s common stock without limitation, except that all such transfers or dispositions shall be incentive stock options in compliance with applicable securities laws, including, but not limited to, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ rules promulgated by the Securities and Exchange Commission. v. You acknowledge and agree that the unvested portion of the Option for 217,530 shares (the ISOsUnvested Option”) taxable is hereby terminated as of the Separation Date in accordance with Section 422 the terms of the Internal Revenue Code Option Agreement and the Plan, and you shall have no right(s) to exercise any portion of 1986, as amended (the “Code”), to be automatically converted into non-qualified stock options which are taxable upon exercise. In addition, any ISOs exercised more than three months after Unvested Option following the Separation Date shall automatically be converted into non-qualified stock optionsDate. You further acknowledge and agree that the Company does not guarantee or make any representations regarding the tax consequences or tax treatment of the Vested OptionsOption. Except as modified herein, the terms and conditions of the Plans Plan and the Stock Option Agreements Agreement are incorporated herein by reference and shall survive the signing of this Agreement. The payments and benefits provided under this section shall be referred to as the “Separation Benefit.” You acknowledge and agree that the Separation Benefit is not otherwise due or owing to you under any Synta policy or practice. You further acknowledge that except for the Separation Benefit, your final wages, any accrued but unused vacation, and any properly incurred but not yet reimbursed business expenses (each of which shall be paid or reimbursed, as the case may be, in accordance with Synta’s regular payroll practices and applicable law), you are not now and shall not in the future be entitled to any other compensation from Synta including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, equity, stock, stock options, paid time off, or any other form of compensation or benefit.

Appears in 1 contract

Sources: Separation Agreement (Pieris Pharmaceuticals, Inc.)