Exhibit 10.3
G ENOPTIX , I NC .
R ESTRICTED S TOCK U NIT A WARD G RANT N OTICE FOR D IRECTORS
(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 Directors (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:
[Initial Grant and Existing Director
Grant: 1 / 12
th of the RSUs
vest quarterly following the Date of Grant.]
[Annual Grant:
1
/ 4 th of the RSUs vest quarterly following the Date of
Grant.]
Delivery Schedule
: Delivery of one share of Common
Stock for each RSU which vests shall occur on the applicable
vesting date, provided that delivery may be delayed as provided in
Section 3 of the Agreement, except as may be elected otherwise
below.
Election Regarding Stock Sale
Arrangement: At the time
of executing this Grant Notice, Participant must make an election
whether to sell to the Company a portion of the shares of Common
Stock underlying the RSUs on the applicable vesting date, as
described in Section 3(c) of the Agreement and whether to have
the delivery of the shares delayed as provided in
Section 3(d). If one of the options below is not selected,
then the Company will assume that the Participant did not elect to
participate in the stock sale arrangement described in
Section 3(c) of the Agreement and did elect to have the delay
provision described in Section 3(d) apply. Please choose one
of the following options:
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I DO NOT wish
to participate in the stock sale arrangement described in
Section 3(c) of the Agreement, and DO wish to have the
possible delay provision in Section 3(d) apply to the delivery
of my shares. (Default choice if no box is
checked.)
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I DO NOT wish
to participate in the stock sale arrangement described in
Section 3(c) of the Agreement, and DO NOT wish to have the
possible delay provision in Section 3(d) apply to the delivery
of my shares.
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I DO wish to
participate in the stock sale arrangement described in
Section 3(c) of the Agreement, and DO NOT wish to have the
possible delay provision in Section 3(d) apply to the delivery
of the shares not sold.
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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 : Restricted Stock Unit Award Agreement for
Directors and 2007 Equity Incentive Plan
G ENOPTIX , I NC .
2007 E QUITY I NCENTIVE P LAN
R ESTRICTED S TOCK U NIT A WARD A GREEMENT FOR D IRECTORS
Pursuant to the Restricted Stock
Unit Grant Notice for Directors (“ Grant Notice
”) and this Restricted Stock Unit Award Agreement for
Directors (“ 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 Grant Notice, provided, however, that
vesting shall cease upon the termination of your Continuous
Service. In addition, if the Company is subject to a Change in
Control before your Continuous Service terminates, then all of the
unvested RSUs subject to this Award shall become fully vested and
exercisable immediately prior to the effective date of such Change
in Control.
3. D ELIVERY OF S HARES OF C OMMON S TOCK .
(a) Subject to the provisions of this Agreement and
the Plan, in the event one or more RSUs vests, the Company shall
deliver to you one (1) share of Common Stock for each RSU that
vests on the applicable vesting date. However, if a scheduled
delivery date falls on a date that is not a business day, such
delivery date shall instead fall on the next following business
day.
(b) You shall be solely responsible for any and all
federal, state and local taxes due with respect to the Award and
any payment hereunder.
(c) Because the vesting of RSUs creates tax
obligations to you and the Company has no authority to withhold
otherwise deliverable shares from, or to make tax payments on
behalf of, members of the Company’s Board of Directors who
are not employees of the Company, the Company is hereby offering
you the opportunity at the time of executing this Agreement to
elect to sell to the Company, on the vesting date, a whole number
of shares of Common Stock underlying your RSUs equal as nearly as
possible to 40% of the shares covered by the Award, at a price per
share equal to the Fair Market Value of a share of the Common
Stock
