AKAO 2018 Proxy Statement

45 (8) Represents the weighted average exercise price of outstanding options and is calculated without taking into account the 385,971 shares of common stock subject to outstanding restricted stock units that become issuable without the payment of a purchase price as those units vest. Material Features of the 2014 Employment Commencement Incentive Plan In December 2014, our board of directors adopted our 2014 Employment Commencement Incentive Plan, or the 2014 Plan, pursuant to Rule 5653(c)(4) of the Nasdaq Global Market. In March 2016, our board of directors approved an amendment to the 2014 Plan to increase the numbers of shares available for issuance thereunder. In February 2017, our board of directors approved an amendment to the 2014 Plan to amend the tiers of officers to which the 2014 Plan applies. In September 2017, our board of directors approved an amendment to the 2014 Plan to increase the number of shares available for issuance thereunder. The principal purpose of the 2014 Plan is to promote the success and enhance the value of the company by inducing new employees to commence employment with us, and by aligning the individual interests of new employees with the interests of our stockholders. Awards granted under the 2014 Plan are intended to constitute “employment inducement awards” under Nasdaq Listing Rule 5635(c)(4) and therefore, the 2014 Plan is intended to be exempt from the Nasdaq Listing Rules regarding stockholder approval of stock option and stock purchase plans. A total of 2,050,000 shares of our common stock were reserved for issuance under the 2014 Plan as of March 31, 2018 The 2014 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock units, restricted stock awards, stock appreciation rights, or SARs, and other stock-based and cash-based awards. These awards may be granted to individuals who are then new employees, or are commencing employment with us or one of our subsidiaries following a bona fide period of non-employment with us, and for whom such awards are granted as a material inducement to commencing employment with us or one of our subsidiaries. As of March 31, 2018, we had granted options to purchase an aggregate of 1,481,718 shares and 403,074 restricted stock units under the 2014 Plan, and 19,680 shares (plus any shares that might in the future be returned to the 2014 Plan) remained available for future grants. The 2014 Plan is administered by the compensation committee and the board of directors. In the event of a change in control in which the successor corporation refuses to assume or substitute any outstanding award under the 2014 Plan, the vesting of such award, except for certain performance awards as defined under the 2014 Plan, will accelerate in full. In addition, in the event that within the twelve month period following a change in control, a participant is terminated by the Company other than for “cause” (as defined in the 2014 Plan) or by the participant for “good reason” (as defined in the 2014 Plan), then each outstanding equity award held by the participant will vest in full on the date of his or her termination. The board of directors may terminate, amend or modify the 2014 Plan at any time, provided that no termination or amendment may impair any rights under any outstanding award under the 2014 Plan without the consent of the holder. We have filed four registration statements on Form S-8 with the SEC covering the shares of common stock that may be issued under the 2014 Plan.

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