Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’s stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following the date of each such annual meeting, a restricted share unit award with a grant date value equal to $160,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the earlier of the first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of stockholders following the grant date.

Annual Equity Award. With respect to each Company fiscal year that ends during the Term, commencing in fiscal year 2023, the Executive shall be eligible to receive an annual equity compensation award with respect to an aggregate target number of shares of [[Novanta:Organization]] common stock equal to the quotient of # a dollar amount determined by the Committee or the Board in its discretion, divided by # the closing price per share of [[Novanta:Organization]] common stock on the grant date (each such award, an “Annual Equity Award”). The form of each Annual Equity Award (i.e., options, restricted stock units, performance stock units or other equity-based compensation awards), and the terms and conditions of each Annual Equity Award shall be determined by the Committee or the Board in its discretion and shall be set forth in one or more written award agreements between [[Novanta:Organization]] and the Executive; provided that each Annual Equity Award shall be granted at the same time (generally, in February of the fiscal year in question) as, and, except as set forth in this Agreement, shall be subject to the same vesting schedule (including performance vesting) and other general terms and conditions as, annual equity awards made to other senior executives of the Company. Notwithstanding anything in this Agreement to the contrary, for fiscal year 2023, it will be recommended to the Committee or the Board, as applicable, that the Executive’s Annual Equity Award have a minimum dollar amount of $640,000.

Annual Equity Award. Each Non-Employee Director shall be entitled to an annual grant of Restricted Stock Units under the Plan covering shares of Common Stock with a grant date Fair Market Value of $130,000 (the “Annual Equity Award”). The Annual Equity Award shall be granted as of the next business day after the date of the Company’s annual stockholders meeting, without any requirement of additional Board action in connection therewith, and will vest on the first to occur of # date of the Company’s next regular annual stockholders meeting in the year following the year of grant, # the date of the Non-Employee Director’s Separation from Service due to death or Disability, or # the date of a Change in Control, subject to continued service as a Non-Employee Director through the applicable vesting date. Any Annual Equity Award that does not vest on or prior to the date of the Non-Employee Director’s Separation from Service shall be immediately forfeited. The Restricted Stock Units shall be granted pursuant and subject to the terms set forth in the written agreement previously approved by the Board and duly executed by an executive officer of the Company. Unless a deferral election is made as provided below, the Restricted Stock Units will be distributed in actual shares of Common Stock, or, at the Company’s election, cash, in either case promptly (within 30 days) upon vesting.

Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’s stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following the date of each such annual meeting, a restricted share unit award with a grant date value equal to $150,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the earlier of the first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of stockholders following the grant date.

Annual Equity Award. Each year, the Board or Compensation Committee will grant each continuing Non-Employee Director # a stock option to purchase 6,000 shares of the Company’s common stock (“Annual Option Grant”) and # an award of 3,000 Restricted Stock Units (“Annual RSU”). Subject to the such Non-Employee Director’s Continuous Service, each Annual Option Grant shall vest in equal increments monthly over a period of twelve months from the first day of the month following the date of grant. Each Annual RSU shall vest in full on March 1st of the year following the year in which the Annual RSU is granted. To be eligible to receive an Annual Grant, a Non-Employee Director must have # served on the Board as of December 31 of the prior year, or # served on the Board for six (6) or more months by the date of the Company’s annual meeting of stockholders.

Pro-Rated Annual Equity Award. On the date of a person’s initial appointment as a Non-Employee Director (or, if such date is not a market trading day, the first market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company’s last annual meeting of stockholders and the Non-Employee Director’s date of initial appointment, and the denominator of which is 365 (the “Pro-Rated Award”). The Pro-Rated Award shall vest on the date of the Company’s next subsequent annual meeting of stockholders following the date of the Non-Employee Director’s appointment to the Board.

Pro-Rated Annual Equity Award. On the date of a person’s initial appointment as a Non-Employee Director (or, if such date is not a market trading day, the first market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $150,000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company’s last annual meeting of stockholders and the Non-Employee Director’s date of initial appointment, and the denominator of which is 365 (the “Pro-Rated Award”). The Pro-Rated Award shall vest on the date of the Company’s next subsequent annual meeting of stockholders following the date of the Non-Employee Director’s appointment to the Board.

Equity Award. Not later than sixty days after the Effective Date, subject to the Board and majority shareholder approval as may be required, you will be granted a stock option (the “Option”) to purchase up to 75,000 shares of the Company’s Common Stock, pursuant to the Company’s Stock Incentive Plan (the “Plan”). You will be eligible to participate in and receive additional stock option or equity award grants under the Company’s equity incentive plan from time to time in the sole discretion of the Board and majority shareholder, as applicable, and in accordance with the terms and conditions of such plans.

Equity Award. The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

Equity Award. On or as soon as practicable following the date of this Agreement, Executive shall receive an award of 3,500,000 restricted stock units (the “RSU Award”) under the [[Company:Organization]] 2018 Omnibus Incentive Plan (the “Incentive Plan”), each restricted stock unit representing the right, subject to terms and conditions of the Incentive Plan and RSU Award to one share of Company common stock if and when the underlying RSU Award vests. The RSU Award will vest in three (3) equal installments on the first, second and third anniversaries of January 3, 2022, subject to Executive’s continued employment through the applicable vesting date. The RSU Award will vest in full upon # a Corporate Change, subject to Executive’s continued employment through the closing of such Corporate Change, # termination by Executive of this Agreement for Good Reason, or # termination by the Company of this Agreement other than for Misconduct. The RSU Award shall be subject to the terms and conditions of the Incentive Plan and become effective upon entry into a written award agreement by and between the Company and Executive. All other terms and conditions applicable to the Award shall be determined by the Board or the Compensation Committee of the Board.