Equity compensation refers to non-cash benefits that give employees ownership in the company, often in the form of stock options, restricted stock units, or employee stock purchase plans. This form of compensation is intended to align the interests of employees with those of shareholders, incentivizing employees to contribute to the company’s success.
Equity Compensation Information for Iora Employees Related to One Medical Combination Equity compensation is a benefit that many companies, especially startup companies like Iora Health, provide to their employees. Equity compensation provides employees with the opportunity to financially benefit from an increase in the financial value of a company over time. Prior to the announcement of the pending acquisition of Iora by One Medical, new Iora employees were offered some form of equity compensation when they joined Iora -- either Incentive Stock Options (ISOs) or Stock Appreciation Rights (SARs), sometimes referred to as phantom equity. You can read general information regarding Iora’s equity compensation on Canopy (ISOs info here; SARs info here).
WHEREAS, in connection with the Reorganization, (A) GEC will transfer (including sponsorship of) to GEG, and GEG will assume (including sponsorship of), GEC’s equity compensation plans listed in Exhibit A and any subplans, appendices or addendums thereto (the “GEC Equity Compensation Plans”) and all obligations of GEC pursuant to each stock option to purchase a share of GEC Stock (a “GEC Option”) and each right to acquire or vest in a share of GEC Stock (a “GEC Stock Award” and each GEC Option and GEC Stock Award, a “GEC Equity Award”) that is outstanding immediately prior to the Effective Time and issued under the GEC Equity Compensation Plans and underlying grant agreements (each such grant agreement, a “GEC Equity Award Grant Agreement” and such grant agreements together with the GEC Equity Compensation Plans, the “GEC Equity Compensation Plans and Agreements”) all upon the terms and subject to the conditions set forth in the Merger Agreement and this Agreement, and (B) each such GEC Equity Award will be converted into (x) with respect to each GEC Stock Award, a right to acquire or vest in a share of GEG Stock or (y) with respect to a GEC Option, an option to purchase a share of GEG Stock at an exercise price per share equal to the exercise price per share of GEC Stock subject to such GEC Option immediately prior to the Effective Time;
Subject to and as of the Effective Time, GEG will assume and will perform, from and after the Effective Time, all of the obligations of GEC pursuant to the GEC Equity Compensation Plans and Agreements.
WHEREAS, Mr. Dolezalek is a non-employee director of Benson Hill and, in exchange for his services as a director, is entitled to cash compensation (“Cash Compensation”) and stock-based equity compensation based on or relating to Benson Hill’s common stock (“Equity Compensation” and, together with Cash Compensation, “Director Compensation”);
reimbursement policies as in effect from time to time. 3. Equity Compensation Accommodation. (a) In order to further satisfy his Grosvenor Employment Condition, Mr. Dolezalek hereby: (i) confirms his desire to, and does, transfer his Equity Compensation to Grosvenor at the earliest practicable times at which any portion of such Equity Compensation may from time to time be so transferred, it being understood that (A) under Benson Hill’s current equity compensation programs for non-employee directors, until Mr. Dolezalek’s rights in such Equity Compensation have vested and such Equity Compensation has been issued to Mr. Dolezalek, it may not be transferred, and (B) any such transfers may be limited by Benson Hill’s Insider Trading Policy, as it may be amended from time to time (“Benson Hill Insider Trading Policy”); and
Mr. Dolezalek hereby agrees and certifies that: (i) Following his execution of this Agreement, Mr. Dolezalek may not and will not exercise any discretion, authority, influence, or control with regard to any Equity Compensation to be transferred to Grosvenor pursuant to the terms of this Agreement. (ii) Mr. Dolezalek is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, as in effect on the date hereof (regarding trading of the Company’s securities on the basis of material non-public information), under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is Mr. Dolezalek’s intent that this Agreement comply with the requirements of Rule 10b5-1(c)(l)(i) under the Exchange Act, as in effect on the date hereof, and be interpreted to comply with the requirements of Rule 10b5-1 (c) under the Exchange Act, as in effect on the date hereof. (iii) Mr. Dolezalek’s agreements hereunder regarding the transfer of the Equity Compensation are irrevocable.
Further Agreements and Restrictions Applicable to Equity Compensation. The Parties acknowledge and agree as follows: (a) In light of Mr. Dolezalek’s relationships with both Benson Hill and Grosvenor, Grosvenor shall be bound by, and shall comply with, the Benson Hill Insider Trading Policy as if Grosvenor were a non-employee director of Benson Hill thereunder. (b) Any Equity Compensation that Grosvenor receives from time to time hereunder may constitute “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended. Grosvenor agrees that it shall not sell, transfer or otherwise dispose of any such Equity Compensation other than in compliance with applicable U.S. securities laws. Grosvenor further understands and agrees that it shall be solely responsible for its tax and securities law reporting obligations, if any, with respect to the assignment of Cash Compensation and Equity Compensation hereunder, and that Benson Hill has made no representation nor warranty with respect thereto.
The Equity Compensation Plan is intended to provide incentives to key officers and employees and directors of the Company and others expected to provide significant services to the Company and its subsidiaries to encourage a proprietary interest in the Company, to retain current employees and attract new employees to the Company and to provide additional incentives to others to increase their efforts in providing significant services to the Company and its subsidiaries.
Equity compensation is a non-cash payment that represents ownership in a company. This type of compensation is often used by businesses to attract, retain, and incentivize employees by aligning their interests with the company’s long-term success. Equity compensation can come in various forms, such as stock options, restricted stock units (RSUs), and employee stock purchase plans (ESPPs). By offering a share of ownership, the company encourages employees to work towards increasing the company’s value.
Equity compensation is typically used in several scenarios:
To write an equity compensation plan, consider including the following components:
Equity compensation is usually found in the following types of contracts:
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Errors and Omissions" clause provides protection for parties against unintentional mistakes or oversights that might occur in the documentation or execution of a contract. It typically allows for corrections to be made without penalizing the responsible party, thereby ensuring the contract remains fair and accurate.
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The "Exclusions From Confidential Information" clause outlines specific categories of information that are not considered confidential under the terms of the agreement. Typically, these exclusions include information that is publicly known, already known by the receiving party prior to disclosure, independently developed by the receiving party, or disclosed by a third party without breach of any confidentiality obligation.
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