Initial Award. Each Non-Employee Director who is initially elected or appointed to the Board shall be granted, on the date of such initial election or appointment, either # an option to purchase the Company’s common stock (each, an “Initial Option”) having an aggregate Grant Date Fair Value (as defined below) in an amount determined by the Board, with any partial shares that result being rounded down to the nearest whole share or # a number of restricted stock units (the “Initial RSUs” and together with the Initial Option, the “Initial Award”) determined by dividing the aggregate value of the Initial RSUs as determined by the Board by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date of grant, with any partial shares that result being rounded down to the nearest whole share. No Non-Employee Director shall be granted more than one Initial Award. “Grant Date Fair Value” shall mean, with respect to an Initial Option, the per share fair value of the Initial Option determined as of the Initial Option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model # the Fair Market Value of a share of the Company’s common stock on the Initial Option’s date of grant and # such other assumptions as were reported by the Company |
Initial Award. Each Non-Employee Director who is initially elected or appointedSubject to the Board shall be granted,approval of the administrator under the applicable Plan (as defined below), on the date of such initialhis or her election or appointment, eitherappointment as a Director, each Non-Employee Director shall be granted the following equity award or awards (such award or awards, the “Initial Award”): # ana non-qualified stock option award (“Option”) to purchaseacquire up to a number of shares of the Company’s common stock (each, an “Initial Option”) having an aggregate Grant Date Fair Valuegrant date fair market value equal to the applicable Available Amount (as defined below) in an amount determined by the Board, with any partial shares that result being rounded, based on a Black-Scholes valuation method (rounded down to the nearest whole share orshare); # a number of restricted stock units (the “Initial RSUs” and together with the Initial Option, the “Initial Award”unit award (“RSU”) determined by dividing the aggregate value, each RSU relating to one share of the Initial RSUs as determined byCompany’s common stock, having an aggregate fair market value equal to the Board byapplicable Available Amount pursuant to the Fair Market Value (as defined interms of the Equity Plan) of a sharethen applicable equity incentive plan for such grants, assuming the closing price of the Company’s common stock on the date of grant, with any partial sharesgrant; or # an Option and a RSU to acquire or relating to, as applicable, such that result being rounded down to the nearest whole share. No Non-Employee Director shall be granted more than one Initial Award. “Grant Date Fair Value” shall mean, with respect to an Initial Option,sum of the per shareaggregate fair market value of the Initial Option and RSU, each as determined as ofherein, is equal to the Initial Option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model # the Fair Market Value of a share of the Company’s common stock on the Initial Option’s date of grant and # such other assumptions as were reported by the Company |applicable Available Amount.
Initial Award.Equity Grant for Non-Employee Directors: Each Non-Employee Director who is initially elected or appointed to serve on the Board after the Restatement Date shall be granted, ongranted under the date2021 Plan or any other applicable Company equity incentive plan then-maintained by the Company (together with the 2021 Plan, the “Plan”) an equity grant with a value equivalent to $250,000, consisting of such initial election or appointment, either #(1) an option to purchase the Company’s common stock (each, anshares of Common Stock (the “Initial Option”) having an aggregate Grant Date Fairwith the number of shares subject to the Initial Option determined by dividing $125,000 (50% of $250,000) by the “Black-Scholes” Value (as defined below) in an amount determined byon the Board, with any partial shares that result beinggrant date, rounded downup to the nearest whole share or # a numbermultiple of five, and (2) an award of restricted stock units (the “Initial RSUs” and togetherRSU Award”) with the Initial Option, the “Initial Award”)number of restricted stock units determined by dividing $125,000 (50% of $250,000) by the aggregateclosing trading price of the Company’s Common Stock on the grant date, rounded up to the nearest whole unit. The Initial Option and Initial RSU Award will be automatically granted on the date on which such Non-Employee Director commences service on the Board. The Initial Option will vest and become exercisable as to 1/36th of the underlying shares on each monthly anniversary of the grant date, subject to the Non-Employee Director’s continued service through the applicable vesting date. For purposes hereof, “Black Scholes” Value means the fair value of the Initial RSUs as determined by the Board by the Fair Market Value (as defined in the Equity Plan) of aan option to purchase one share of the Company’s common stock on the date of grant, with any partial shares that result being rounded down to the nearest whole share. No Non-Employee Director shall be granted more than one Initial Award. “Grant Date Fair Value” shall mean, with respect to an Initial Option, the per share fair value of the Initial OptionCommon Stock determined as of the Initial Option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model #based on the Fair Market Value of a sharethe Company’s Common Stock on the grant date and the most recent volatility, risk-free rate and life expectancy assumptions as of the grant date in the Company’s common stock onfinancial statements disclosing those assumptions. The Initial RSU Award will vest as to one-third of the Initial Option’s date of grant and # such other assumptions as were reported by the Company |underlying restricted
Initial Award.Awards. Each Non-Employee Director who is initially elected or appointed to the Board shall be granted,receive an option to purchase 35,000 shares of the Company’s common stock and 12,000 RSUs under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company on the date of such initial election or appointment, either # an optionappointment. The awards described in this Section 2(a) shall be referred to purchase the Company’s common stock (each, anas “Initial Option”) having an aggregate Grant Date Fair Value (as defined below) in an amount determined by the Board, with any partial shares that result being rounded down to the nearest whole share or # a number of restricted stock units (the “Initial RSUs” and together with the Initial Option, the “Initial Award”) determined by dividing the aggregate value of the Initial RSUs as determined by the Board by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date of grant, with any partial shares that result being rounded down to the nearest whole share.Awards.” No Non-Employee Director shall be granted more than one Initial Award. “Grant Date Fair Value” shall mean, with respect to an Initial Option, the per share fair value of the Initial Option determined as of the Initial Option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model # the Fair Market Value of a share of the Company’s common stock on the Initial Option’s date of grant and # such other assumptions as were reported by the Company |
Initial Award. Each Non-Employee Director who is initially elected or appointedSubject to the Board shall be granted,approval of the administrator under the applicable Plan, on the date of each Annual Meeting of the Stockholders of the Company, each Non-Employee Director that is serving as such initial electionimmediately prior to and immediately after the applicable Annual Meeting of the Stockholders shall be granted the following equity award or appointment, eitherawards (such award or awards, the “Annual Award”): # an optionOption to purchaseacquire up to a number of shares of the Company’s common stock (each, an “Initial Option”) having an aggregate Grant Date Fair Value (as defined below) in an amount determined bygrant date fair market value equal to the Board, with any partial shares that result being roundedapplicable Available Amount, valued based on a Black-Scholes valuation method (rounded down to the nearest whole share orshare); # a number of restricted stock units (the “Initial RSUs” and together with the Initial Option, the “Initial Award”) determined by dividing the aggregate valueRSU, each RSU relating to one share of the Initial RSUs as determined byCompany’s common stock, having an aggregate fair market value equal to the Board byapplicable Available Amount, assuming the Fair Market Value (as defined in the Equity Plan) of a shareclosing price of the Company’s common stock on the date of grant, with any partialgrant; or # an Option and a RSU to acquire or relating to, as applicable, a number of shares that result being rounded down to the nearest whole share. No Non-Employee Director shall be granted more than one Initial Award. “Grant Date Fair Value” shall mean, with respect to an Initial Option, the per share fair value of the Initial Option determined as of the Initial Option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model # the Fair Market Value of a share of the Company’s common stock onsuch that the Initial Option’s datesum of grantthe aggregate fair market value of the Option and # such other assumptionsRSU, as were reported bydetermined herein, is equal to the Company |applicable Available Amount.
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