Exhibit 99.5
Veritone, Inc.
2018 PERFORMANCE-BASED STOCK INCENTIVE PLAN
Article 1
General Provisions
1.1 Purpose of the Plan
This 2018 Performance-Based Stock Incentive Plan (the “Plan”) is intended to promote the interests of Veritone, Inc., a Delaware corporation, by providing eligible persons in the Corporation’s service with the opportunity to receive performance-based stock options as an incentive for them to remain in such service and to further align their interests with the interests of the Corporation’s stockholders.
1.2 Types of Awards
The only Awards that may be made under the Plan are Performance Options. All Awards under the Plan shall be evidenced by an Award Agreement.
1.3 Administration of the Plan
The only persons eligible to participate in the Plan are Employees.
1.5 Stock Subject to the Plan
Article 2
Awards
2.1 performance Options
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Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.
Tranche | Stock Price Milestone |
1 | $49.15 |
2 | $98.31 |
3 | $196.62 |
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2.2 Effect of Change in Control
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Article 3
Miscellaneous
3.1 Transferability of Awards
Unless otherwise set forth in the Award Agreement evidencing the Award, during the lifetime of the Participant, Awards shall be exercisable only by the Participant and shall not be assignable or transferable other than by will or the laws of inheritance following the Participant’s death. The provisions of the Plan shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon all Participants and their permitted assigns and the legal representatives, heirs, and legatees of the Participant’s estate, whether or not any such person has become a party to the Plan or has agreed in writing to join herein and be bound by the terms hereof.
3.2 Stockholder Rights
A Participant shall not have any of the rights of a stockholder with respect to shares of Common Stock covered by an Award until the Participant becomes the holder of record of such shares.
3.3 Tax Withholding
The Corporation’s obligation to deliver shares of Common Stock or pay cash upon the exercise, issuance, or vesting of an Award shall be subject to the satisfaction of all applicable Withholding Taxes. The Corporation shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of cash under an Award or any other payment of any kind otherwise due to the Participant. With respect to Awards paid in shares of Common Stock, the Corporation shall have the right to require the Participant to pay to the Corporation the amount of any Withholding Taxes and to take whatever action it deems necessary to protect the interests of the Corporation in respect of such tax liabilities, including, without limitation, subject to such terms as the Plan Administrator may approve, withholding (or allowing the holder of an Award to elect to have the Corporation withhold) a portion of the shares of Common Stock otherwise issuable under an Award in satisfaction of all or a portion of such Withholding Taxes. The number of shares of Common Stock that may be withheld pursuant to this Section 3.3 shall be limited to the number of shares that have a Fair Market Value on the date of withholding not exceeding the aggregate amount of such Withholding Taxes or the maximum statutory withholding rates, as determined by the Plan Administrator. To the extent approved by the Plan Administrator, the Participant may pay the Withholding Taxes with respect to an Award paid in shares of Common Stock by delivering shares of Common Stock previously acquired by the Participant (other than in connection with such Award) with an aggregate Fair Market Value equal to the Withholding Taxes.
3.4 Effective Date and Term of the Plan
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3.5 Amendment of the Plan
3.6 Use of Proceeds
Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes.
3.7 Regulatory Approvals
3.8 No Employment/Service Rights
Nothing in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause.
3.9 Recoupment
Notwithstanding any provisions to the contrary under the Plan, all Awards shall be subject to any clawback policy of the Corporation currently in effect or that may be established and/or amended from time to time that applies to the Awards in the event of a restatement of the Corporation’s financial statements (the “Clawback Policy”), provided that the Clawback Policy does not discriminate solely against the Participant except as required by applicable laws, and provided further that if there is a conflict between the terms of the Plan and the Clawback Policy, the more stringent terms, as determined by the Plan Administrator in good faith, shall apply. The Plan Administrator may require a Participant to forfeit, return, or reimburse the Corporation all or a portion of an Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with applicable laws.
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3.10 Definitions
The following definitions shall be in effect under the Plan:
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Exhibit A
Veritone, Inc. 2018 PERFORMANCE-BASED STOCK INCENTIVE PLAN
form of award agreement
Notice is hereby given of the following Performance Option grant (the “Award”) to purchase shares of the Common Stock of Veritone, Inc. (the “Corporation”) under the Veritone, Inc. 2018 Performance-Based Stock Incentive Plan (the “Plan”):
Participant: [NAME]
Grant Date: [DATE]
Exercise Price: $[##.##] per share
Number of Performance Option Shares: [#] shares of Common Stock
Scheduled Expiration Date: [DATE]
Type of Award: Performance Option
Exercisability: The Award shall become and remain exercisable as provided in the Plan.
Forfeiture: The Award shall be forfeited as provided in the Plan.
Definitions: All capitalized terms not otherwise defined in this Award Agreement shall have the meanings assigned to them in the Plan.
The Participant understands and agrees that the Award is granted subject to and in accordance with the terms of the Plan. The Participant further agrees to be bound by the terms of the Plan. A copy of the Plan, which is publicly filed, is available upon request made to the Corporate Secretary at the Corporation’s principal offices. This Award Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. This Award Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or any Purchased Shares pursuant to the provisions of the Plan.
Veritone, Inc. By: Name: Title:
[name] |
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Exhibit B
Veritone, Inc. 2018 PERFORMANCE-BASED STOCK INCENTIVE PLAN
CEO award agreement
Notice is hereby given of the following Performance Option grant (the “Award”) to purchase shares of the Common Stock of Veritone, Inc. (the “Corporation”) under the Veritone, Inc. 2018 Performance-Based Stock Incentive Plan (the “Plan”):
Participant: Chad Steelberg
Grant Date: May 6, 2018
Exercise Price: $21.25 per share
Number of Performance Option Shares: 1,809,900 shares of Common Stock
Scheduled Expiration Date: May 6, 2028
Type of Award: Performance Option
Exercisability: The Award shall become and remain exercisable as provided in the Plan; provided, however, that the Award shall not be exercisable prior to the affirmative vote of a majority of the shares of Common Stock owned by Corporation stockholders that are not affiliated with the CEO or the President (the “Minority Stockholders”) in a fully-informed, non-coerced, and non-waivable vote of the Minority Stockholders.
Forfeiture: The Award shall be forfeited as provided in the Plan.
Definitions: All capitalized terms not otherwise defined in this Award Agreement shall have the meanings assigned to them in the Plan.
The Participant understands and agrees that the Award is granted subject to and in accordance with the terms of the Plan. The Participant further agrees to be bound by the terms of the Plan. A copy of the Plan, which is publicly filed, is available upon request made to the Corporate Secretary at the Corporation’s principal offices. This Award Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. This Award Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or any Purchased Shares pursuant to the provisions of the Plan.
Veritone, Inc. By: /s/ Jeffrey B. Coyne Name: Jeffrey B. Coyne Title: EVP and General Counsel
/s/ Chad Steelberg chad steelberg |
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Exhibit C
Veritone, Inc. 2018 PERFORMANCE-BASED stock incentive PLAN
president award agreement
Notice is hereby given of the following Performance Option grant (the “Award”) to purchase shares of the Common Stock of Veritone, Inc. (the “Corporation”) under the Veritone, Inc. 2018 Performance-Based Stock Incentive Plan (the “Plan”):
Participant: Ryan Steelberg
Grant Date: May 6, 2018
Exercise Price: $21.25 per share
Number of Performance Option Shares: 1,357,425 shares of Common Stock
Schedule Expiration Date: May 6, 2028
Type of Award: Performance Option
Exercisability: The Award shall become and remain exercisable as provided in the Plan; provided, however, that the Award shall not be exercisable prior to the affirmative vote of a majority of the shares of Common Stock owned by Corporation stockholders that are not affiliated with the CEO or the President (the “Minority Stockholders”) in a fully-informed, non-coerced, and non-waivable vote of the Minority Stockholders.
Forfeiture: The Award shall be forfeited as provided in the Plan.
Definitions: All capitalized terms not otherwise defined in this Award Agreement shall have the meanings assigned to them in the Plan.
The Participant understands and agrees that the Award is granted subject to and in accordance with the terms of the Plan. The Participant further agrees to be bound by the terms of the Plan. A copy of the Plan, which is publicly filed, is available upon request made to the Corporate Secretary at the Corporation’s principal offices. This Award Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. This Award Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or any Purchased Shares pursuant to the provisions of the Plan.
Veritone, Inc. By: /s/ Jeffrey B. Coyne Name: Jeffrey B. Coyne Title: EVP and General Counsel
/s/ Ryan Steelberg Ryan steelberg |
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