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.
The Participant’s manager is responsible for determining whether the Participant has met the Award qualifiers and other terms of the Plan, prior to providing an Award recommendation. The Award recommendation should be primarily based on the performance of the Participant (including but not limited to risk performance) and in consideration of the performance of the line of business and the Company.
Retention Award. Subject to the terms of this Agreement, Executive will receive a one-time retention award of restricted stock with a grant date fair value of $1,900,000 (the “Retention Award”), which will vest and become unrestricted 20% per year on each of the first through the fifth anniversaries of the Closing, subject to Executive’s continued employment with the Company through each applicable vesting date, unless earlier vested upon a qualifying termination event provided for in [Sections 5.2, 5.3, or 5.4]4]4]. Executive acknowledges and agrees that the Retention Award will be granted in lieu of any cash severance amounts that Executive would have been entitled to receive upon any qualifying termination of employment under that certain Change in Control Agreement entered into by and between Executive and Flagstar effective as of August 1, 2020 (the “Flagstar Change in Control Agreement”), and any other severance plans or programs of Flagstar or the Company, and Executive hereby expressly waives all rights to any payments and/or benefits under the Flagstar Change in Control Agreement, and any other such plans or programs. For the avoidance of doubt, the Executive will not be eligible for, and will not receive, any payments or benefits under any otherwise applicable severance plans or programs of, the Company unless expressly provided for following the date of the Closing or as otherwise mutually agreed between the Parties.
Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant, or until such Award Agreement is delivered and accepted through an electronic medium in accordance with procedures established by the Company.
Award Agreements. An Award under the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee setting forth the number of Shares, units or rights subject to the Award, the exercise price, base price, or purchase price of the Award, the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of termination of employment under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement. The Committee need not require the execution of an Award Agreement by a Participant, in which case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines of the Company in effect from time to time.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.