Exhibit 10.6
G ENOPTIX , I NC .
R ESTRICTED S TOCK U NIT A WARD G RANT N OTICE FOR E MPLOYEES
(2007 E
QUITY I NCENTIVE P LAN )
Genoptix, Inc. (the “
Company ”), pursuant to Section 6(b) of
the Company’s 2007 Equity Incentive Plan (the “
Plan ”), hereby awards to Participant a
Restricted Stock Unit Award covering the number of restricted stock
units (the “ RSUs ”) set forth below (the
“ Award ”). This Award shall be evidenced
by a Restricted Stock Unit Award Agreement for Employees (the
“ Agreement ”). Capitalized terms not
explicitly defined in this Award but defined in the Plan shall have
the same definitions as in the Plan. This Award is subject to all
of the terms and conditions as set forth herein and in the
applicable Agreement and the Plan, each of which are attached
hereto and incorporated herein in their entirety. In the event of
any conflict between the terms in the Award and the Plan, the terms
of the Plan shall control.
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Participant:
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Date of
Grant:
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Vesting
Commencement Date:
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Number of
RSUs:
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Payment for
Common Stock:
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Participant’s services to the
Company
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Vesting Schedule
: The RSUs subject to the Award
shall vest in a series of four (4) successive equal annual
installments measured from the Vesting Commencement
Date.
Delivery Schedule
: Delivery of one share of Common
Stock for each RSU which vests shall occur as provided in
Section 3 of the Agreement.
Additional
Terms/Acknowledgements: Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Agreement and the
Plan. Participant further acknowledges that as of the Date of
Grant, this Grant Notice, the Agreement and the Plan set forth the
entire understanding between Participant and the Company regarding
the award of the RSUs and the underlying Common Stock and supersede
all prior oral and written agreements on that subject with the
exception of (i) Stock Awards previously granted and delivered
to Participant under the Plan, and (ii) the following
agreements only:
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G
ENOPTIX , I NC .
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P
ARTICIPANT
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By:
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Signature
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Signature
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Title:
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Date:
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Date:
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A
TTACHMENTS
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Restricted
Stock Unit Award Agreement for Employees and 2007 Equity Incentive
Plan
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G ENOPTIX , I NC .
2007 E QUITY I NCENTIVE P LAN
R ESTRICTED S TOCK U NIT A WARD A GREEMENT FOR E MPLOYEES
Pursuant to the Restricted Stock
Unit Grant Notice for Employees (“ Grant Notice
”) and this Restricted Stock Unit Award Agreement for
Employees (“ Agreement ”), Genoptix, Inc.
(the “ Company ”) has awarded you a
Restricted Stock Unit Award pursuant to the Company’s 2007
Equity Incentive Plan (the “ Plan ”) for
the number of restricted stock units (“ RSUs
”) as indicated in the Grant Notice (collectively, the
“ Award ”). Capitalized terms not
explicitly defined in this Agreement but defined in the Plan shall
have the same definitions as in the Plan. Subject to adjustment and
the terms and conditions as provided herein and in the Plan, each
RSU shall represent the right to receive one (1) share of
Common Stock.
The details of your Award, in
addition to those set forth in the Grant Notice, are as
follows.
1. N UMBER OF RSU S AND S HARES OF C OMMON S TOCK .
(a) The number of RSUs subject to your Award and the
number of shares of Common Stock deliverable with respect to such
RSUs may be adjusted from time to time for Capitalization
Adjustments as described in Section 9(a) of the Plan. You
shall receive no benefit or adjustment to your Award with respect
to any cash dividend or other distribution that does not result
from a Capitalization Adjustment as described in Section 9(a)
of the Plan; provided, however, that this sentence shall not
apply with respect to any shares of Common Stock that are delivered
to you in connection with your Award after such shares have been
delivered to you.
(b) Any additional RSUs, shares of Common Stock,
cash or other property that becomes subject to the Award pursuant
to this Section 1 shall be subject, in a manner determined by
the Board, to the same forfeiture restrictions, restrictions on
transferability, and time and manner of delivery as applicable to
the other RSUs and Common Stock covered by your Award.
(c) Notwithstanding the provisions of this
Section 1, no fractional RSUs or rights for fractional shares
of Common Stock shall be created pursuant to this Section 1.
The Board shall, in its discretion, determine an equivalent benefit
for any fractional RSUs or fractional shares that might be created
by the adjustments referred to in this Section 1.
2. V ESTING . Subject to the limitations contained herein, the
RSUs shall vest, if at all, as provided in the Vesting Schedule set
forth in your Gra
