FIRST AMENDMENT TO OFFICER RESTRICTED SHARE AWARD
Exhibit 10.1
FIRST AMENDMENT TO
OFFICER RESTRICTED SHARE AWARD
This First Amendment to Officer Restricted Share Award (“RSA Amendment”) is made this __ day of December, 2014, by and between Oxford Immunotec Global PLC (the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇, Ph.D. (“Grantee”).
RECITALS
WHEREAS, Company and Grantee are parties to a restricted share award certificate designated Restricted Share Award RS-008, reflecting the grant of restricted shares under Appendix C to the Company’s 2013 Share Incentive Plan with a Grant Date of March 3, 2014 the (“RSA Certificate”); and
WHEREAS, the parties now wish to amend the RSA Certificate as set forth in this RSA Amendment.
NOW, THEREFORE, in consideration of the foregoing, the promises and covenants set forth in this RSA Amendment, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and agreed, the Company and Grantee agree as follows:
1. Paragraph 3(e) Effect of a Change in Control of the RSA Certificate is hereby deleted in its entirety and replaced in full with the following:
3.(e). Effect of a Change in Control. If following the occurrence of a Change in Control (as defined below), the Grantee’s employment is terminated by the Company other than for Cause, or by the Grantee for Good Reason (as defined below), then the portion of the Award that has not vested as of the date of such termination shall become fully vested in accordance with the terms of this Agreement (the “Accelerated Vesting”). If the Grantee’s employment is terminated by the Grantee for Good Reason as defined in Paragraph 3(g)(ii)(1) through (7), Accelerated Vesting will only apply if the event constituting Good Reason (as defined in Paragraph 3(g)(ii)(1) through (7)) occurred within one year of the Change in Control and the Grantee provides notice to the Company of his election to terminate employment within ninety (90) days of the occurrence of the event constituting Good Reason.
First Amendment to Restricted Share Award No. RS-008
▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇, Ph.D.
2. Paragraph 3 is amended to add the following provision following Paragraph 3.(f).
3.(g). Additional Definitions.
(i). Cause shall have the meaning set forth in the 2013 Share Incentive Plan.
(ii). Good Reason means any of the following: (1) a material reduction in the Grantee’s base salary, unless such reduction is effected contemporaneously or in conjunction with a broader reduction in pay of other senior executives; (2) a material reduction in the Grantee’s incentive compensation participation level (target incentive as a percentage of base salary) from what it has been at any time within the immediately preceding three years, unless such reduction is effected contemporaneously or in conjunction with a broader reduction in senior executive pay or incentive pay for other senior executives; (3) a material change in the equity compensation benefits available to the Grantee, unless such change is effected contemporaneously or in conjunction with a broader change in equity compensation benefits available to other senior executives; provided that the imposition of performance targets for the Grantee’s equity compensation benefits shall not give rise to Good Reason, nor shall any difference in performance targets for equity compensation benefits provided to the Grantee and other senior executives constitute Good Reason; (4) the imposition of a change, not previously approved by the Grantee, that the Grantee’s primary office location (where he is required to be physically present for the majority of time when he is not engaged in work-related travel) increase his one-way commuting distance by more than 20 miles; (5) the imposition of a requirement by the Board of Directors or other authority to whom the Grantee reports, without the approval of the Grantee, that increases the number of days of his international travel by more than ten percent (10%) from the average of such travel days during the immediately preceding two years; (6) the imposition by the Board of Directors or other authority to whom the Grantee reports of a work schedule that results in the Grantee becoming a tax resident in the United States or in any individual state within the United States; (7) failure of the Board of Directors to recommend the Grantee for reelection to the Board when his term expires unless such failure is prompted by legal or corporate governance considerations; or (8) if, at any time on or after the one year anniversary of a Change in Control but prior to the third anniversary of the Change in Control, there is a change in the composition of the Board of Directors to whom the Grantee reports so that a majority of such Board is composed of individuals who were not directors immediately prior to the Change in Control.
First Amendment to Restricted Share Award No. RS-008
▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇, Ph.D.
3. Except as amended herein, the RSA Certificate shall remain in full force and effect. Terms not defined in this RSA Amendment shall have the meaning set forth in the RSA Certificate.
This RSA Amendment has been executed and delivered as a deed on __ December 2014.
SIGNED as a Deed
By ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇, Ph.D.
_____________________________________
in the presence of:
_____________________________________
Witness signature:
Name:
Address:
Occupation:
SIGNED as a Deed
By OXFORD IMMUNOTEC GLOBAL PLC
acting by the under-mentioned
person(s) acting on the authority
of the Company in accordance
with the laws of the territory of
its incorporation
_____________________________________
Authorised signatory
_____________________________________
Authorised signatory
First Amendment to Restricted Share Award No. RS-008
▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇, Ph.D.
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