Example ContractsClausesAwards to Non Employee Directors
Awards to Non Employee Directors
Awards to Non Employee Directors contract clause examples

those Employees who, in the opinion of the Committee, have demonstrated a capacity for contributing in a substantial manner to the success of the Company and its Subsidiaries,

Annual Equity Awards to Non-Employee Directors. On the date of each annual general meeting of the Company’s shareholders (“Annual Meeting”) or such other date duly authorized by the Compensation Committee or the Board, the Board may consider a grant of share options under the NovoCure Limited 2015 Omnibus Incentive Plan (the “Plan”) and a related award agreement to each Non-Employee Director immediately following the Annual Meeting (or such other duly authorized date, as appropriate). Such grant of share options shall be in an amount determined by the Board or Compensation Committee, in its sole discretion (each, an “Annual Equity Award”), provided that such Annual Equity Awards shall not exceed options to purchase 23,600 ordinary shares of the Company (as such number of ordinary shares may be adjusted pursuant to [Section 4.2] of the Plan). It is intended that the Non-Employee Directors elected or appointed to the Board between Annual Meetings will receive an Annual Equity Award for options to purchase a number of ordinary shares of the Company based on that percentage of such annual share option grant that equals the percentage of the year (beginning from the date of such election or appointment) remaining until the next Annual Meeting (assuming that such next Annual Meeting occurs on the anniversary of the preceding Annual Meeting). It is intended that any such Annual Equity Award (or pro-rated portion) will vest ratably on the anniversary of the Annual Equity Award’s grant date.

Non-Employee Director Awards. Non-Employee Directors may only be granted Awards under the Plan in accordance with this Article 13 and which shall not be subject to management’s discretion. From time to time, the Board shall set the amount(s) and type(s) of equity awards that shall be granted to all Non-Employee Directors on a periodic, nondiscriminatory basis pursuant to the Plan, as well as any additional amount(s), if any, to be awarded, also on a periodic, nondiscriminatory basis, based on each of the following: the number of committees of the Board on which a Non-Employee Director serves, service of a Non-Employee Director as the chair of a committee of the Board, service of a Non-Employee Director as Chairman of the Board or service of a Non-Employee Director as Lead Independent Director, or the first selection or appointment of an individual to the Board as a Non-Employee Director. Subject to the limits set forth in Section 4.1(d) and the foregoing, the Board shall grant such Awards to Non-Employee Directors, the Non-Employee Chairman of the Board and the Lead Independent Director, and grant New Non-Employee Director Awards, as it shall from time to time determine.

Non-Employee Director serving as Board Chair: N/A

Vesting of Awards Granted to Non-Employee Directors. Each Annual Award shall vest on the earlier of # the day immediately preceding the date of the first Annual Meeting following the date of grant and # the first anniversary of the date of grant, subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date. Each Initial Award shall vest ratably over a period of three years, with such tranches vesting on the first, second and third anniversaries of the date of grant. No portion of an Annual Award or Initial Award that is unvested at the time of a Non-Employee Director’s termination of service on the Board shall become vested thereafter.

Non-Employee Directors of Nuvation Bio Inc. (the “Company”) are compensated for service on the Board of Directors of the Company (the “Board”) through a combination of cash retainer and equity awards. In addition, the Company reimburses Non-Employee Directors for reasonable expenses incurred in serving as a Non-Employee Director.

Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees and Non-employee Directors.

All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Non-Employee Directors.

The Board, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Board (the “Non-Employee Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Board shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion. Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the maximum aggregate grant date fair value of Awards granted to a Non-Employee Director during any fiscal year shall be $250,000.

The provisions of this [Section 6.7] shall supersede Paragraph VII(h) of the National Western Life Insurance Company 1995 Stock and Incentive Plan with respect to individuals who become Directors on or after the effective date of the Plan under Section 16.8. No stock option shall be granted to such Directors under such Paragraph of the prior plan after the effective date of the Plan under Section 16.8.

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