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Equity Retainer
Equity Retainer contract clause examples

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 100,000 shares of common stock of the Company (the “New Hire Stock Option”) and # a restricted stock unit award for 45,000 shares of common stock of the Company (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). As an inducement that is material to the Executive’s employment with the Company, the New Hire Equity Awards will be granted to the Executive under the Company’s 2020 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Equity Awards will have the following terms:

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 165,000 shares of common stock of the Company (the “New Hire Stock Option”) and # a restricted stock unit award for 12,000 shares of common stock of the Company with time-based vesting (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). The New Hire Equity Awards will have the following terms:

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.”

New Hire Option. Executive will receive # a new hire grant of nonstatutory stock options that would enable Executive to purchase up to [70,000 shares of common stock of the Company (the “New Hire Option”) and # a new hire grant of 20,000 restricted stock units (the “New Hire RSU Grant” and, together with the New Hire Option, the “New Hire Equity Grants”). The grant of the New Hire Equity Grants is subject to Executive’s timely execution of this Agreement and Executive’s actual commencement of employment with the Company. The New Hire Equity Grants will # automatically be granted to Executive on the Commencement Date (the “Grant Date”), # the New Hire Option will have an exercise price per share equal [[Organization A:Organization]] closing price per share of the Company’s common stock on the Grant Date, # be subject to terms and conditions consistent with the Company’s 2Inducement Plan and applicable form of stock option agreement or restricted stock agreement, respectively, as approved by the Compensation Committee, # the New Hire Option shall vest 25% on the first anniversary of the Grant Date, with the remaining 75% vesting in equal monthly installments over the following 36 months, subject in each case to Executive’s continued service with the Company, and # the New Hire RSU Grant will vest 25% each year on the anniversary of the Grant Date, vesting in full on the fourth anniversary of the Grant Date, subject to Executive’s continued service with the Company. As soon as administratively practicable following the Grant Date, Executive will separately receive a stock option agreement and associated documentation related [[Organization A:Organization]] New Hire Equity Grants, including the applicable exercise price of the New Hire Option. The grant of the New Hire Equity Grants is intended to be a material inducement [[Organization A:Organization]] Executive’s employment by the Company.

You will be eligible to participate in the Company’s equity program, subject to approval by the Board or compensation committee. As material inducement entering into this Agreement and becoming an employee of the Company, and subject to approval by the board of directors or compensation committee, the Company will grant you an option to purchase 120,000 shares of the Company’s common stock (“New Hire Award”). To the extent allowable by applicable law, the New Hire Award shall vest over four years, with twenty-five percent vesting on the one-year anniversary of the Start Date and the remaining shares vesting in thirty-six equal monthly instalments following the one-year anniversary of the Start Date, subject to your ongoing employment by the Company and the terms and conditions of the relevant award agreement. To the extent allowable by applicable law, the New Hire Grant shall be granted in the form of a non-qualified stock option as an inducement grant consistent with the requirements of NASDAQ Stock Market Rule 5635(c)(4) instead of pursuant to the Company’s existing equity plan. The New Hire Award will be governed by the terms and conditions of an award agreement.

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.

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 Awards. On the Effective Date, as a material inducement to Executive’s acceptance of employment with the Company, Executive will be granted # an option to purchase 370,370 shares of the Company’s common stock (the “Special Option”) and # an option to purchase 148,148 shares of the Company’s common stock (the “Initial Option”). On the Effective Date, Executive will also be granted 44,444 restricted stock units (the “Initial RSUs”) under the Company’s 2017 Incentive Award Plan (the “2017 Plan”). The Special Option will vest in a single installment on the third anniversary of the Effective Date, subject to Executive’s continued employment through such vesting date. The Initial Option will vest over a three year vesting schedule as follows: thirty-three percent (33%) of the Initial Option will vest on the first (1st) anniversary of the Effective Date and the remainder will vest in twenty-four (24) equal monthly installments thereafter, subject to Executive’s continued employment through each such vesting date. Both the Special Option and the Initial Option will have an exercise price equal to the “Fair Market Value” per share of the Company’s common stock on the date of grant (and for this purpose, “Fair Market Value” as of the grant date shall mean the closing sales price for a share of common stock as quoted on the Nasdaq Stock Market system for such date or, if there is no closing sales price for a share of common stock on the grant date, the closing sales price for a share of common stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board of Directors or its Compensation Committee deems reliable). The Initial RSUs will vest in three substantially equal annual installments on June 10, 2021, 2022 and 2023, subject to Executive’s continued employment through each such vesting date. Each of the Special Option and Initial Option shall be subject to the terms and conditions of the award agreement pursuant to which the award is granted. The Initial RSUs shall be subject to the terms and conditions of the 2017 Plan and the award agreement pursuant to which the award is granted. The Special Option and the Initial Option are being granted to Executive as an inducement material to Executive’s entering into employment with the Company and are intended to constitute an “employment inducement” award under Nasdaq Marketplace Rule 5635(c)(4). Executive shall be eligible to receive future equity awards as determined in the discretion of the Board of Directors.

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.

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