Equity Grant. In connection with the commencement of your employment and subject to the approval of the Board, you will be granted 83,187 Incentive Units of Spero LLC, such issuance to be submitted to the Board for approval within thirty (30) days of the Companys receipt of a third-party valuation report. After the Company completes its current hiring plan, John F. Tomayko
Equity Grant. Effective as of your Start Date, the Company will issue you 3,892,415 options to purchase a fixed number of shares of the Companys common stock, par value per share (the Common Stock), representing 4.0% of the total number of shares of the Companys capital stock outstanding as of your Start Date, on an as-converted to Common Stock basis, including for purposes of this calculation the exercise of all options and warrants, including any shares issuable pursuant to existing option agreements or other instruments such as promissory notes, and the conversion of convertible securities outstanding as of the Start Date. This option grant will have an exercise price equal to the fair market value of the Common Stock on the Start Date (as determined by the Board or Compensation Committee) and, to the extent permitted under tax law, will be comprised of incentive stock options under
Annual Equity Grant. You will continue to be eligible to receive annual BHI equity grants in the first quarter of a year pursuant to the terms of the Employment Agreement, but the first annual grant you will be eligible to receive after the Effective Date will be a target number of performance share units (the "2022 PSUs") on (the "Grant Date"), which number will be equal to the quotient of , divided by the closing price of a share of common stock of BHI ("Common Stock") on the Nasdaq trading day prior to the Grant Date. The 2022 PSUs will have other terms generally consistent with those applicable to PSU grants to other senior executives of BHI (and for subsequent years, the amount and terms of any long-term incentive grants will be determined by the Compensation Committee in its sole discretion). In subsequent years during the Arrangement, the target number of any equity awards granted under any long-term incentive compensation plan will be in an amount that is substantially consistent with those awards granted to other senior executives of BHI (other than the Chief Executive Officer of BHI).
Sign-On Equity Grant. In connection with entering into this Agreement and assuming the CHRO role, you have been recommended by BHI management to receive an award of restricted stock units ("Sign-On RSUs") valued at (the "Grant Date Value"). The Sign-On RSU grant is subject to formal approval by the Compensation Committee and any other requirements established by BHI from time to time. It is intended that the grant of Sign-On RSUs will be made to you on the first scheduled "Grant Date" following the Effective Date (i.e., ). The pre-established quarterly Grant Dates are , , and . Once the grant has been made, the number of RSUs to be received will be determined by dividing the Grant Date Value by the closing price of a share of Common Stock on the Nasdaq trading day prior to the Grant Date. The grant agreement, which will set forth the material terms and conditions of the Sign-On RSU grant, will be posted to your account on the E*TRADE portal within 30 days of the Grant Date. It is a condition of the grant that you will be actively employed on the Grant Date and that you will remain in continuous service with BHI’s companies during the vesting period. The RSUs will vest over three years, with one-third of the grant vesting on each of the first, second and third anniversaries of the Grant Date, as long as you are continuously employed by one of the BHI companies through such date. One share of Common Stock will be issued for each vested RSU within ten days after the vesting date.
Equity. Executive will be entitled to accelerated vesting as to one hundred percent (100%) of the then-unvested portion of all of Executive’s outstanding equity awards.
Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”), provided, however, and notwithstanding anything to the contrary in the Equity Documents, # any time-based equity award granted to the Executive prior to shall immediately accelerate and become fully exercisable or non-forfeitable as of the effective date of a Change in Control (as defined below), provided the Executive remains employed on the effective date of such Change in Control and # [Section 6(a)(ii)] of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event during the Change in Control Period (as such terms are defined below) with respect to any equity awards granted to the Executive on or after .
Equity. Subject to this [Section 5], Executive will be granted the Sign-On RSUs, the RSUs, the TSR PSUs, the SVC PSUs and, if applicable, the Investment RSUs pursuant to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) as follows:
Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.
Equity. The post separation exercise period for all outstanding options to
Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of in the aggregate during the term of this Agreement (or in excess of at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with [Section 2.4(f)] in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this [Section 2.4(e)(v)] shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this Agreement.
Grant. The Committee has granted You RSUs representing [Number of Shares Granted] Shares in consideration for services to be performed by You for the Company or a Subsidiary of the Company.
Grant. The Company hereby grants to Participant for past services and as a separate incentive in connection with his future services and not in lieu of any salary or other compensation for his services, this Award subject to all of the terms and conditions in this RSA Agreement. The issuance of this Award to Participant has been approved by the Board.
Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options shall be granted, the number of Shares subject to each Award, the exercise price and the conditions and limitations applicable to the exercise of an Option. A person who has been granted an Option under this Plan may be granted additional Options under the Plan if the Committee shall so determine. Options granted under this Plan may be Incentive Stock Options, Non-Qualified Stock Options or a combination of the foregoing, provided that Incentive Stock Options may be granted only to Employees. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Non-Qualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all Plans of the Company) exceeds , such Options shall be treated as Non-Qualified Stock Options.
Grant. Subject to the provisions of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.
Grant. The Committee shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is # denominated in cash or Shares, # valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and # payable at such time and in such form as the Committee shall determine.
Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.
Grant. Whenever the Committee deems it appropriate to grant a Restricted Stock Award, an Award Agreement shall be given to the Participant stating the number of shares of Restricted Stock for which the Award is granted, the Date of Grant, and the terms and conditions to which the Award is subject. Certificates representing the shares shall be issued (or an equivalent book-entry notation shall be made in the records of the Company’s transfer agent) in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. Alternatively, the Committee may determine that the Restricted Stock shall be held by the Company rather than delivered to the Participant pending the release of the applicable restrictions. A Restricted Stock Award may be made by the Committee in its discretion without cash consideration.
Grant. The Committee is authorized to grant other types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including, subject to the limitations of the minimum vesting provisions of [Section 26], the grant or offer for sale of unrestricted shares of Company Stock) to Participants in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards shall be referred to as “Other Stock-Based Awards.” Each such Other Stock-Based Award may involve the transfer of actual shares to Participants or payment in cash or otherwise of amounts based on the value of shares of Company Stock.
Grant. The Company grants to you, on the terms and conditions set forth in this Agreement, the number of RSUs indicated on the Notice of Grant.
Grant. The Company hereby grants to the Grantee a Restricted Stock Grant (the "Grant") of shares of Common Stock. The Grant will be subject to the terms and conditions of the Plan and this Agreement. The Grant constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of the shares of Restricted Stock.
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