Award Agreements. Each Award granted under the Plan shall be evidenced by a written Award agreement. Each such agreement shall be subject to and incorporate, by reference or otherwise, the applicable terms and conditions of the Plan, and any other terms and conditions, not inconsistent with the Plan, as may be imposed by the Committee, including without limitation, provisions related to the consequences of termination of employment. A copy of such agreement shall be provided to the Participant, and the Committee may, but need not, require that the Participant sign (or otherwise acknowledge receipt of) a copy of the agreement or a copy of a notice of grant. Each Participant may be required, as a condition to receiving an Award under this Plan, to enter into an agreement with the Company containing such non-compete, confidentiality, and/or non-solicitation provisions as the Committee may adopt and approve from time to time. The provisions of any such agreement may also be included in, or incorporated by reference in, the written Award agreement.
Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program.
Performance Award. Performance Award means the incentive compensation awarded and payable to an Eligible Employee pursuant to Section 3.1 for a Performance Period.
Stock Award. Subject to the approval of the Board, you will be issued a stock award consisting of 95,480 shares of the Companys Common Stock (the Stock Award) (this amount is equal to approximately 0.95% of the Companys fully-diluted equity as of the date of issuance, assuming the purchase of an aggregate of $8,000,000 in the Companys Series Seed Preferred Stock by BridgeBio at a purchase price of $1.3248 per share) at a purchase price per share equal to 100% of the fair market value of the Companys Common Stock on the issuance date, as determined by the Board or the Compensation Committee, which determination and issuance dates shall occur as promptly as practicable following your acceptance of this offer. The shares issued under the Stock Award will be subject to the terms and conditions applicable to awards granted under the Eidos Therapeutics, Inc. 2016 Equity Incentive Plan (the Plan), as described in the Plan and the applicable stock award agreement, copies of which have been provided to you. The shares issued under the Stock Award will be fully vested upon issuance; provided, that in the event of any termination of your continuous service relationship with the Company, the Company shall have the option to repurchase the shares issued under the Stock Award at the fair market value of such shares on the date of repurchase (as determined under the Plan) (the Repurchase Right); provided, however, that the Repurchase Right shall lapse as to 25% of the shares after 12 months of your continuous service for the Company, commencing as of June 1, 2016, and the Repurchase Right shall lapse as to the remaining 75% of the shares in equal monthly installments over the next 36 months of your continuous service for the Company, as described in the applicable stock award agreement.
Maximum Award. Anything in these Award Terms to the contrary notwithstanding, the Final Award shall be reduced to the extent necessary to reflect that the value of the Final Award may not exceed four times the Target Share, valued as of the Grant Date.
In furtherance of the purpose of this Plan and consistent with the expectations of Participants in their day-to-day job duties, to be considered for a discretionary incentive under this Plan, the Participant is expected to meet the following Award Qualifiers:
Unless otherwise provided by an authorized Administrator, an Employee who experiences one of the following events during the Performance Period shall have his/her Award under this Plan automatically adjusted as follows:
Award Agreements. Each Award Agreement shall either be # in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or # an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.
Initial Award. Each individual who first becomes an Outside Director following the effective date of the Registration Statement (the Registration Date) and following the first annual meeting of the Companys stockholders (an Annual Meeting) following the Registration Date will automatically be granted an Award (the Initial Award), which grant will be effective on the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of $175,000 multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting and the Outside Directors start date, his or her Initial Award will have a Value of $43,750. The Initial Award will be comprised solely of Restricted Stock Units.
Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms of Performance Awards need not be the same with respect to each Participant.
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