EXHIBIT 10.1
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ASTRA SPACE, INC.
2021 OMNIBUS Incentive Plan
Performance-Based Incentive Stock Option Agreement
This agreement (this “Agreement”) evidences a stock option granted by Astra Space, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Astra Space, Inc. 2021 Omnibus Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
The Stock Option evidenced by this Agreement is designated as an incentive stock option under the Code and is granted to the Participant in connection with the Participant’s Employment. If the aggregate fair market value of the Shares on the date of the grant with respect to which incentive stock options are exercisable for the first time by the Participant during any calendar year, under the Plan or any other stock option plan of the Company or a subsidiary of the Company, exceeds $100,000, then the Stock Option, as to the excess, shall be treated as a nonqualified stock option that does not meet the requirements of Section 422 of the Code. If and to the extent that the Stock Option fails to qualify as an incentive stock option under the Code, the Stock Option shall remain outstanding according to its terms as a nonqualified stock option.
The Participant understands that favorable incentive stock option tax treatment is available only if the Stock Option is exercised while the Participant is an employee of the Company or a subsidiary of the Company or within a period of time specified in the Code after the Participant ceases to be an employee. The Participant understands that the Participant is responsible for the income tax consequences of the Stock Option, and, among other tax consequences, the Participant understands that he or she may be subject to the alternative minimum tax under the Code in the year in which the Stock Option is exercised. The Participant will consult with Participant’s tax adviser regarding the tax consequences of the Stock Option.
EXHIBIT 10.1
The Participant agrees that the Participant shall immediately notify the Company in writing if the Participant sells or otherwise disposes of any Shares acquired upon the exercise of the Stock Option and such sale or other disposition occurs on or before the later of (i) two years after the Date of Grant or (ii) one year after the exercise of the Stock Option. The Participant also agrees to provide the Company with any information requested by the Company with respect to such sale or other disposition.
The right of exercise shall be cumulative so that to the extent the Stock Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date (as defined below) or the termination of this Stock Option under Section 3 hereof or the Plan.
EXHIBIT 10.1
EXHIBIT 10.1