Email Address:
  
  Password:
  
  

Exhibit 4.7

CEPHEID

NOTICE OF NON-PLAN RESTRICTED STOCK UNIT AWARD

(INDUCEMENT RESTRICTED STOCK UNIT AWARD)

GRANT NUMBER:             

Unless otherwise defined herein, the terms defined in the Cepheid , a California corporation (the “ Company ”), 2006 Equity Incentive Plan, as amended (the “ Plan ”), shall have the same meanings in this Notice of Non-Plan Restricted Stock Unit Award (the “ Notice ”).

 

        Name:

  

Michael Fitzgerald

         Address:

  

 

You (“ Participant ”) have been granted an award of Non-Plan Restricted Stock Units (“ RSUs ”) subject to the terms and conditions of this Notice and the attached Non-Plan Award Agreement (Restricted Stock Units) (hereinafter “ RSU Agreement ”).

 

         Number of RSUs:

10,000 Shares

 

         Date of Grant:

1/14/2012

 

         Vesting Commencement Date:

1/14/2013

 

         Expiration Date:

The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date.

 

         Vesting Schedule:

Subject to the limitations set forth in this Notice and the RSU Agreement, the RSUs will vest in accordance with the following schedule: 25% on the one-year anniversary of the Vesting Commencement Date and 6.25% on each three-month anniversary thereafter, such that the RSUs will be fully-vested on the four-year anniversary of the Vesting Commencement Date; provided , however , that in the event of your Termination Upon Change of Control, as defined in your Change of Control Agreement with the Company (the “ Change of Control Agreement ”), the terms of the Change of Control Agreement shall be applicable to and shall govern the vesting schedule of the RSUs and shall supersede all provisions to the contrary in this Notice and RSU Agreement.

You understand that your employment or consulting relationship or service with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and that nothing in this Notice or the RSU Agreement changes the at-will nature of that relationship. You acknowledge that the vesting of the RSUs pursuant to this Notice is earned only by continuing service as an employee, director or consultant of the Company. You also understand that this Notice is subject to the terms and conditions of the RSU Agreement, and the Change of Control Agreement, both of which are incorporated herein by reference. Participant has read the RSU Agreement.

 

PARTICIPANT

 

CEPHEID

Signature:

 

 

 

By:

 

 


 

Print Name:

 

 

 

Its:

 

 


NON-PLAN AWARD AGREEMENT (RESTRICTED STOCK UNITS)

(INDUCEMENT RESTRICTED STOCK UNIT AWARD)

Unless otherwise defined herein, the terms defined in the Cepheid, a California (the “ Company ”), 2006 Equity Incentive Plan, as amended (the “ Plan ”), shall have the same defined meanings in this Non-Plan Award Agreement (Restricted Stock Units) (the “ Agreement ”).

You (“ Participant ”) have been granted Restricted Stock Units (“ RSUs ”) subject to the terms, restrictions and conditions of the Notice of Non-Plan Restricted Stock Unit Award (the “ Notice ”) and this Agreement.

1. Settlement . Settlement of RSUs shall be made within 30 days following the applicable date of vesting under the vesting schedule set forth in the Notice. Settlement of RSUs shall be in Shares.

2. No Stockholder Rights . Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares.

3. No Dividend Equivalents . Dividends, if any (whether in cash or Shares), shall not be credited to Participant on RSUs.

4. No Transfer . The RSUs and any


This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more