Invitae Corporation, a leading medical genetics company, today announced that it granted time-based and development milestone-based restricted stock units to new employees who joined Invitae in connection with its acquisition of Singular Bio, Inc. The RSUs were granted under Invitae’s 2015 Stock Incentive Plan, which was amended and restated to create an additional pool of shares of Invitae common stock to be used exclusively for the grant of inducement awards in compliance with New York Stock Exchange Rule 303A.08 (“Rule 303A.08”). The RSUs were approved by the Board of Directors of Invitae and were made as an inducement material to each employee entering into employment with Invitae in reliance on the employment inducement exemption under Rule 303A.08.
On June 20, 2019, Invitae granted RSUs having a value of up to $90 million to eight former employees of Singular Bio who became employees of Invitae following its acquisition of Singular Bio, including Hywel Jones, Singular Bio’s former Chief Executive Officer, who was granted approximately $41.5 million of time based RSUs and approximately $41.5 million of development milestone-based RSUs.
The time-based RSUs granted to former Singular Bio employees vest 6 months, 12 months, and 18 months from the grant date. The number of RSUs that vest on each 6 month anniversary will be calculated based on the volume-weighted average trading price of Invitae’s common stock on the New York Stock Exchange for thirty days immediately preceding such vesting date. Any unvested portion of an award granted under a time-based RSU agreement will accelerate upon the applicable employee being terminated without Cause or for Good Reason (as such terms are defined in the time-based RSU agreement).
The development milestone-based RSUs granted to former Singular Bio employees provide that a committee formed by Invitae will determine in good faith the achievement of specified development goals and deliver a notice to such employees of such determination (the date of such notice being the “Determination Date”). The number of RSUs that vest under a development milestone-based RSU will be calculated based on the volume-weighted average trading price of Invitae’s common stock on the New York Stock Exchange for thirty days immediately preceding the Determination Date. Upon the occurrence of specified events, including a material breach by Invitae of the development milestone-based RSU agreement or change of control of Invitae, the specified development goals will be deemed satisfied and the unvested awards granted under the development milestone RSU agreements will vest. In addition, an employee must remain employed for 12 months following the grant date in order to be eligible to receive any milestone-based RSUs associated with development goals reached after that time; provided that this requirement will be waived upon the employee being terminated without Cause or for Good Reason (as such terms are defined in the development milestone-based RSU agreement).
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Date: June 24, 2019
Source: Yahoo Finance
