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Equity Retainer
Equity Retainer contract clause examples

Equity. As a material inducement to the Executive joining the Company, on the Start Date, the Company shall award Executive an inducement stock option to purchase 75,000 shares of the Company’s common stock, subject to approval by the Board or an authorized delegate thereof (the “Inducement Option Grant”). The Inducement Option Grant will be subject to the terms and conditions of the Company’s 2019 Inducement Equity Incentive Plan, as amended, and the applicable option agreement between the Executive and the Company entered into pursuant thereto. The Inducement OptionGrant is intended as an inducement grant under Nasdaq Rule 5635(c)(4) and will not qualify as an incentive stock option. The exercise price of the stock options subject to the Inducement Option Grant shall be the closing price of the Company’s common stock on the Nasdaq Stock Market on the Start Date. The Inducement Option Grant shall be evidenced in writing by, and subject to the terms of, a Company stock option agreement which shall specify vesting over four (4) years, 25% on the first anniversary of the Start Date with the balance to vest in equal monthly installments over the following 36 months, and exercise of vested options for up to ten (10) years except as otherwise provided in the stock option agreement. Commencing in fiscal year 2022, Executive shall be eligible to be considered for the grant of stock options and/or other equity-based awards commensurate with Executive’s position and responsibilities. The amount, terms and conditions of any stock option or other equity-based award shall be determined by the Board or an appropriate committee thereof in its discretion and set forth in the applicable equity plan and other documents governing the award.

Grant of Stock Option. As an inducement to Executive’s employment with the Company and subject to the approval of the Board or the compensation committee of the Board, approximately upon the Start Date Executive will be issued a non-qualified stock option to purchase 230,000 shares of the Company’s common stock (the “Option”). The Option will be evidenced by and subject to the terms of an inducement stock option agreement (the “Inducement Award”). Subject to the terms and conditions of the Inducement Award, the Option will have a term of ten (10) years from the Option’s grant date. The exercise price per share of the Option will be equal to the per share fair market value of the Company’s common stock on the date the Option is granted, as determined by the Board. The vesting schedule of the Option will be as follows: twenty-five percent (25%) of the shares of the Company’s common stock subject to the Option will vest upon the one year anniversary of the Start Date, and one thirty-sixth (1/36th) of the remaining shares of the Company’s common stock subject to the Option will vest each month thereafter on the last day of each month, so long as Executive remains an employee, consultant, director or officer of the Company, and subject to the terms and conditions of the Inducement Award.

Equity Compensation. As an inducement to your employment with the Company, subject to final approval by the Board or a committee thereof, of the Company will grant to the Executive following the Effective Date a non-qualified stock option to purchase up to 255,212 shares of the Company’s common stock (the “Inducement Award”). The exercise price or purchase price per share of the Inducement Award will be equal to the fair market value of the Company’s common stock on the date of grant. The shares underlying the Inducement Award will be subject to a four-year vesting schedule with 25% of the shares subject to each award vesting on the one year anniversary of the first day of the month immediately following the Effective Date and the remainder vesting ratably on a monthly basis over the following 36 months, subject to continued employment as of each such vesting date. The Equity Award will be subject to the terms of the Company’s 2021 Inducement Equity Grant Plan (the “Inducement Plan”) and the equity award agreement between the Executive and the Company, which shall govern.

Equity. As a material inducement to accept the Company’s offer of employment, the Company will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, an option to purchase 185,000 shares of common stock of the Company (the “New Hire Stock Option”). As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be granted to the Executive under the Company’s 2017 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the Effective Date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement. The New Hire Stock Option and any subsequently granted equity or stock-based awards under the Company’s equity incentive plans, including stock options and restricted stock unit awards, will be collectively referred to in this Agreement as the “Equity Awards.”

As a material inducement to Executive entering into employment with the Company, on May 17, 2021, Executive shall be granted: # an option to purchase 70,600 shares of the Company’s common stock pursuant to, and subject to the terms of, the Company’s 2021 Employment Inducement Incentive Award Plan (the “Inducement Option”), which Inducement Option is intended to be an “inducement grant” with the meaning of Nasdaq Listing Rule 5635(c)(4); and # an option to purchase 354,400 shares of the Company’s common stock pursuant to, and subject to the terms of, the Company’s 2019 Incentive Award Plan (the “EIP Option”). The Inducement Option and EIP Option shall each: # have an exercise price per share equal to the closing price per share of the Company’s common stock on the Nasdaq Global Select Market on the date of grant, # vest and become exercisable over a period of four years following the Effective Date, subject to Executive’s continued service on each applicable vesting date, at a rate of 25% of the total shares underlying such option on the first anniversary of the Effective Date and, following that, as to an additional 1/48th of the total shares underlying such option on a monthly basis thereafter, and # be subject to the terms of the stock option agreement to be issued evidencing such option. The Inducement Option shall be a non-qualified stock-option, and the EIP Option shall be an incentive stock option to the extent permitted by the Code.

Stock Incentive Program. The Executive will be eligible to participate in the Company’s stock incentive program. Upon commencement of the Executive’s employment with the Company, the Company will grant to the Executive a nonstatutory stock option to purchase 218,000 shares of the Company’s Common Stock, which option is granted pursuant to the inducement grant exception under NASDAQ Rule 5635(c)​ and not pursuant to the Company’s 2020 Stock Option and Incentive Plan (the “Plan”) or any equity incentive plan of the Company. The inducement grant shall have an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the Effective Date and shall vest over four years, with 25% of the original number of shares vesting on the first year anniversary of the Effective Date and the balance vesting in 36 equal monthly installments thereafter, and shall be subject to such other terms as are customary for the Company’s options under the Plan.

Equity. On the Start Date, the Company shall award Executive a stock option under its 2017 Stock Incentive Plan (the “Plan”) to purchase 135,000 shares of the Company’s common stock at a per share exercise price equal to the fair market value (as defined in the Plan) of the Company’s common stock on such date (the “Option”). The Option will be evidenced in writing by, and subject to the terms of, the Company’s standard form of stock option agreement, which agreement will specify vesting over four (4) years, 25% on the first anniversary of the Start Date with the balance to vest in equal monthly installments over the following 36 months and exercise of vested options for up to ten (10) years except as otherwise provided in the stock option agreement or by the Plan. Commencing in fiscal year 2019, Executive will be eligible to be considered for the grant of stock options and/or other equity-based awards commensurate with Executive’s position and responsibilities. The amount, terms and conditions of any stock option or other equity-based award will be determined by the Board of Directors or an appropriate committee thereof in its discretion and set forth in the applicable equity plan and other documents governing the award.

Inducement Option Equity Grant. Employee shall be granted an option to acquire 745,000 common shares at an exercise price of equal to the closing share price on the Start Date. The terms and conditions of the option grant shall be as provided in an Executive Officer Inducement Award Agreement in the Company’s customary form.

As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be granted to the Executive under the Company’s 2017 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement.

As an inducement to your employment with the Company, subject to final approval by the Board or a committee thereof, of the Company will grant to the Executive following the Effective Date (and following the closing of the Business Combination), a non-qualified stock option to purchase up to 377,734 shares of the Company’s common stock (the “Inducement Award”). The exercise price or purchase price per share of the Inducement Award will be equal to the fair market value of the Company’s common stock on the date of grant. The shares underlying the Inducement Award will be subject to a four-year vesting schedule with 25% of the shares subject to

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