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Equity Participation Plan
Equity Participation Plan contract clause examples

Equity. As full and complete consideration for performing the Services, the Company shall # if you decide to join the Company’s Board of Directors, recommend at the first meeting of the Company’s Board of Directors following your election as a Director, that the Company grant you an option to purchase 120,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board of Directors (the “Option”). The shares subject to the Option shall vest twenty-five percent on July 31, 2014 and then in equal monthly amounts thereafter over the following thirty (30) months subject to your continuing service with the Company through each vesting date. Notwithstanding the foregoing, in the event that a successor or acquiring corporation in a change in control does not substitute, convert, exchange or replace the unvested portion of the Option with interests in the successor or acquiring corporation’s incentive compensation plan that are comparable in value to and that have substantially similar rights, preferences and privileges and restrictions of the unvested portion of the Option, the vesting of the unvested portion of the Option shall accelerate, and such shares shall become fully vested on the effective date of such change in control. In addition, if a change in control occurs the vesting of 50% (fifty-percent) of the remaining unvested portion of the Option, if any, shall accelerate immediately. If a change in control triggers accelerated vesting of the Option, the remainder of the unvested Option will continue to vest subject to the Director continuing to provide services as a Director over the term of the Option. The Option shall be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and individual stock option agreement thereunder. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or service with the Company.

If you decide to join us, it will be recommended at the first meeting of the Company’s Board of Directors following your start date that the Company grants you an incentive option to purchase 852,069 shares of the Company’s common stock (the “Option”). Subject to Company’s Board of Directors’ approval, you will be granted such stock option in accordance with the Company’s 2011 Equity Incentive Plan (the “Plan”) and related option documents. You will be required to sign the applicable Stock Option agreement (“the Agreement”) and the options will be subject to the terms and conditions of the Plan and the Agreement. The exercise price per share will be equal to the fair market value per share on the date the Option is granted, as determined by the Company’s Board of Directors. Twenty-five (25%) of the shares subject to the Option shall vest upon completion of a twelve month employment at the Company and the remaining shares subject to the Option shall vest in equal monthly installments over the next thirty-six months subject to your continued service with the Company through each vesting date, as described in the applicable option agreement. No right to any equity is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continued vesting or employment.

As additional compensation, the Company will, subject to approval of the Board, grant you a nonstatutory stock option enabling you to purchase 275,000 shares of the Company’s common stock (the “Option”). The exercise price per share will be equal to at least the fair market value of the Company’s common stock on the date of grant, as determined by the Board in its sole discretion. The Option shall vest at a rate of one forty-eighth (1/48) per month beginning on the date you first begin providing services to the Company, and shall be subject to your continued service to Company on each vesting date. The option will be early exercisable, subject to the Company’s right to repurchase any unvested shares. The Option shall be subject to the terms and conditions of the Company’s 2010 Stock Plan (the “Plan”) and the Company’s standard form of stock option agreement (the “Option Agreement”), as may be amended from time to time hereafter. No right to any stock is earned or accrued until such time as that vesting occurs, nor does the grant confer any right to continue vesting or maintenance of your status as a service provider to the Company or member of the Board. In the event of a change of control of the Company during your term of service, 100% of the unvested shares subject to your Option shall vest immediately prior to the closing of such change of control.

If elected as a member of the Board, you will be granted an option to purchase 211,847 shares (the “Option”) under the Company’s 2008 Stock Plan (the “Plan”). The Option shall vest in 48 equal monthly installments as you continue service on the Board. Such vesting shall commence as of your election to the Board. Notwithstanding the foregoing, in the event that the company consummates a Change in Control (as defined in the Plan) at any time while you remain a member of the Board, then subject to your execution and non-revocation of a standard release of claims in favor of the Company (or its successor), 100% of the unvested shares subject to the Option shall vest and become exercisable immediately prior to such Change in Control. The exercise price per share of the Option shall be equal to the fair market value per share of the Company’s common stock on the date it is granted, as determined by the Board.

As soon as practicable after the commencement of your employment, we will recommend to the Board of Directors of the Company that you be granted an option (the “Option”) to purchase 495,000 shares of Common Stock of the Company (the “Shares) at an exercise price equal to the fair market value per share of Common Stock on the date the Option is granted. Subject to your continued employment with the Company, the Option will vest over four years from your employment start date, with 25% of the shares subject to the Option vesting on the first anniversary and the remaining shares vesting monthly thereafter. The Option will be subject to the terms and conditions of the Company’s 2011 Equity Incentive Plan, as amended (the “Equity Plan”), and Stock Option Agreement thereunder. The Option will fully accelerate if you experience a qualifying termination of employment within twelve months following a Change in Control, as defined in the Equity Plan, with the specific terms of such acceleration provision to be set forth in your Stock Option Agreement.

As compensation for your services to the Company, the Company will, subject to the approval of the Board, grant you a nonstatutory stock option entitling you to purchase 109,775 (0.75% of 14,636,189 diluted shares) shares of common stock of the Company (the “Option”). The exercise price per share will be equal to the fair market value of the Company’s common stock on the date of grant, as determined by the Board. The Option shall vest and become exercisable as to 25% of the shares subject to the Option on the first anniversary of your vesting commencement date and as to 1/48th of the shares each month thereafter, subject to your continued service on such dates, such that all shares subject to the Option shall be fully vested after 4 years. Notwithstanding the foregoing, in the event of a change of control (to be defined in the Option Agreement) of the Company, 100% of the shares subject to your option shall automatically vest and become immediately exercisable. The Option shall be subject to the terms and conditions of the Company’s Stock Plan (the “Plan”) and a stock option agreement (the “Option Agreement”) to be executed by you and the Company, both of which are incorporated herein by reference. No right to any stock is earned or accrued until such time that vesting occurs, nor will the grant confer any right to continued vesting or to remain on the Board.

Company’s Common Stock (the “Option”). The exercise price per share of the Option will be determined by the Board of Directors or the Compensation Committee when the Option is granted. The Option will be subject to the terms and conditions applicable to options granted under the Company’s 2013 Equity Incentive Plan (the “Plan”) and the applicable Stock Option Agreement. You will vest in 25% of the Option shares after 12 months of continuous service with the Company, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable Stock Option Agreement.

At the first meeting of the Company’s Board of Directors following your start date at which the Board will be approving stock option grants and subject to Board approval, management will recommend that you be granted an option to purchase 870,000 shares of the Company’s common stock (the “Option”). The exercise price per share of the Option will be equal to the fair market value per share on the date the Option is granted. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2008 Stock Plan (the “Plan”) and the applicable stock option agreement. 25% of the shares subject to the Option shall vest 12 months after the date your vesting begins, subject to your continuing employment with the Company, and no shares shall vest before such date. The remaining shares shall vest monthly over the next 36 months in equal amounts, subject to your continuing employment with the Company.

Equity Compensation. As an inducement to Executive's acceptance of employment, at the first meeting of the Board of Directors following the date on which Executive’s employment commences, Executive shall be granted a non-qualified stock option to purchase 50,000 shares of Company’s Common Stock (the “Common Stock”), at a per share exercise price equal to the fair market value of a share of Common Stock on the date of the grant (the “Option”) which Option shall vest as follows provided that Executive remains in service to the Company: 25% of the shares subject to the Option shall vest on the one-year anniversary on the date of grant and 1/48th of the total number of shares subject to the Option shall vest upon the completion of each month of service to the Company thereafter.

Subject to the approval the Compensation Committee of the Board of Directors, you will receive an option to purchase 850,000 shares of Common Stock (representing approximately 1.0% of the fully-diluted common stock equivalents), at an exercise price equal to the fair market value as determined by the Compensation Committee at the time of the grant, with such option to vest in equal monthly installments over four years from your date of employment, subject to a one-year vesting cliff. The vesting of this option will commence as of January 1, 2017, to reflect your prior service to the Company under your consulting engagement, and will accelerate in accordance with the “double trigger” vesting provision generally applicable to the executives of the company, where 50% of the unvested shares underlying the option shall vest if you are terminated without cause or resign for good reason within 12 months after a Change of Control Event (as defined in the 2010 Equity Incentive Plan). The definition of “good reason” will be extended to include resignation upon or after a Change of Control Event if compliance with any agreement to which you are currently a party would prevent you from performing your responsibilities to the Company or its successor.

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