As filed with the Securities and Exchange Commission on June 20, 2023
Registration No. 333-217990
Registration No. 333-227477
Registration No. 333-237114
Registration No. 333-253961
Registration No. 333-262499
Registration No. 333-271032
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1 (File Nos. Registration No. 333-217990, 333-227477, 333-237114, 333-253961, 333-262499 and 333-271032)
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERITONE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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47-1161641 |
(State or other jurisdiction |
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(I.R.S. Employer |
1615 Platte Street, 2nd Floor |
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Denver, Colorado |
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80202 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Veritone, Inc. 2014 Stock Option/Stock Issuance Plan
Veritone, Inc. 2017 Stock Incentive Plan
Veritone, Inc. 2018 Performance-Based Stock Incentive Plan
Veritone, Inc. Employee Stock Purchase Plan
Veritone, Inc. Inducement Grant Plan
Veritone Inc. 2023 Equity Incentive Plan
(Full titles of the plans)
Ryan Steelberg
Chief Executive Officer
Veritone, Inc.
1615 Platte Street, 2nd Floor
Denver, Colorado 80202
Tel: 888-507-1737
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael Zemetra Chief Financial Officer Veritone, Inc. 1615 Platte Street, 2nd Floor Denver, Colorado 80202 Tel: 888-507-1737 |
John-Paul Motley Logan Tiari Cooley LLP 355 S. Grand Avenue, Suite 900 Los Angeles, California 90071 Tel: (213) 561-3250
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
Veritone, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to each of the Registrant’s registration statements on Form S-8 (File Nos. 333-217990, 333-227477, 333-237114, 333-253961, 333-262499 and 333-271032), as filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2017, September 21, 2018, March 12, 2020, March 5, 2021, February 3, 2022, March 31, 2023, respectively (such registration statements, collectively, the “Prior Registration Statements,” and the post-effective amendment to each of the Prior Registration Statements, collectively, the “Post-Effective Amendments”). Pursuant to the Prior Registration Statements, shares of common stock, par value $0.001 per share, of the Registrant (“Common Stock”) were registered for issuance under, the Veritone, Inc. 2014 Stock Option/Stock Issuance Plan, as amended (the “2014 Plan”) and the Veritone, Inc. 2017 Stock Incentive Plan (the “2017 Plan” and, together with the 2014 Plan, the “Prior Plans”), among other plans.
On March 30, 2023, the Registrant’s Board of Directors (the “Board”) approved the Veritone, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), subject to stockholder approval of the 2023 Plan. On June 8, 2023, the Company’s stockholders approved the 2023 Plan and it became effective as of immediately following the close of business on June 8, 2023. The 2023 Plan replaces the Prior Plans. The Board resolved not to make any further awards under the 2014 Plan following the completion of the Registrant’s initial public offering, but the terms of such plan continue to govern all outstanding awards granted thereunder. Upon effectiveness of the 2023 Plan immediately following the close of business on June 8, 2023 (the “Effective Time”), no new grants could be made under the 2017 Plan but the terms of such plan continue to govern all outstanding awards granted thereunder.
As of the Effective Time, a total of 854,689 shares of Common Stock that had been available for grants of new awards under the Prior Plans became available for grants of new awards under the 2023 Plan (the “Unused Shares”). Additionally, as provided in the 2023 Plan, from and after the Effective Time, all shares of Common Stock that become Prior Plans’ Returning Shares (as defined below) will be available for grants of new awards under the 2023 Plan. The term “Prior Plans’ Returning Shares” refers to the following shares of the Registrant’s Common Stock subject to any outstanding award granted under the Prior Plans and that, following the Effective Time: (1) are not issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares covered by such stock award having been issued; (2) are not issued because such stock award or any portion thereof is settled in cash; (3) are forfeited back to or repurchased by the Registrant because of the failure to meet a contingency or condition required for the vesting of such shares; (4) are withheld or reacquired to satisfy the exercise, strike or purchase price; or (5) are withheld or reacquired to satisfy a tax withholding obligation. As of the Effective Time, a total of 6,486,602 shares of Common Stock were subject to awards then outstanding under the Prior Plans. The Unused Shares and the Prior Plans’ Returning Shares are collectively referred to herein as the “Transferred Shares.”
The Company is filing the Post-Effective Amendments pursuant to SEC Compliance and Disclosure Interpretation 126.43 to amend the Prior Registration Statements to register the offer of the Transferred Shares under the 2023 Plan (as such Transferred Shares would no longer be issuable under the Prior Plans as described above). As of the date of the filing of the Post-Effective Amendments, the maximum number of shares of Common Stock initially registered for offer pursuant to the Prior Plans that may become Transferred Shares available for offer under the 2023 Plan is 7,341,291 shares (which is the sum of the (i) 854,689 Unused Shares, and (ii) 6,486,602 Recycled Shares). No additional securities are being registered by the Post-Effective Amendments.
PART I
INFORMATION REQUIRED IN Section 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Post-Effective Amendment.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Post-Effective Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the SEC, are incorporated by reference into this Registration Statement:
In addition, all documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related to such items), after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified, superseded, or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies, supersedes, or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the Registrant’s third amended and restated certificate of incorporation and amended and restated bylaws.
Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s amended and restated certificate of incorporation provides for this limitation of liability.
Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation permits indemnification of its directors, officers and other agents of the Registrant (and any other persons to which applicable law permits the Registrant to provide indemnification) to the maximum extent permitted by the DGCL, and the Registrant’s amended and restated bylaws provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its other officers, employees and other agents, in each case to the maximum extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with its directors and officers, whereby it has agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Incorporated by Reference |
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Exhibit |
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Description |
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Schedule/ Form |
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File No. |
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Exhibit |
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Filing Date |
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3.1 |
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Third Amended and Restated Certificate of Incorporation of Veritone, Inc. |
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Form 8-K |
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001-38093 |
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3.1 |
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May 23, 2017 |
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3.2 |
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Form 8-K |
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001-38093 |
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3.2 |
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May 23, 2017 |
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4.1 |
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Form S-1/A |
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333-216726 |
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4.1 |
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April 28, 2017 |
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5.1* |
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23.1* |
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Consent of Grant Thornton LLP, independent registered public accounting firm. |
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23.2* |
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Consent of Cooley LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
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24.1* |
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Power of Attorney (included in the signature page of this Registration Statement). |
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99.1 |
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Form S-1 |
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333-216726 |
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10.1 |
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March 15, 2017 |
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99.2 |
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Amendment to Veritone Inc. 2014 Stock Option/Stock Issuance Plan. |
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Form S-1/A |
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333-216726 |
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10.33 |
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April 28, 2017 |
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99.3 |
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Form S-1/A |
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333-216726 |
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10.14 |
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April 28, 2017 |
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99.4 |
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Form S-1/A |
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333-216726 |
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10.32 |
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April 28, 2017 |
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99.5* |
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99.6 |
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Amendment No. 1 to Veritone, Inc. 2018 Performance-Based Stock Incentive Plan. |
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Form 8-K |
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001-38093 |
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10.1 |
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September 1, 2020 |
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99.7 |
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Form S-8 |
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333-249371 |
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99.1 |
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October 7, 2020 |
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99.8 |
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Form 8-K |
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001-38093 |
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10.1 |
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June 14, 2023 |
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Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Denver, State of Colorado, on this 20th day of June, 2023.
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VERITONE, INC. |
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By: |
/s/ Ryan Steelberg |
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Ryan Steelberg |
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ryan Steelberg and Michael L. Zemetra, and each of them, as his or her true and lawful agents, proxies and attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Ryan Steelberg |
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President and Chief Executive Officer |
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June 20, 2023 |
Ryan Steelberg |
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(Principal Executive Officer) |
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/s/ Michael L. Zemetra |
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Executive Vice President, Chief Financial Officer and Treasurer |
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June 20, 2023 |
Michael L. Zemetra |
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(Principal Financial and Accounting Officer) |
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/s/ Chad Steelberg |
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Director |
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June 20, 2023 |
Chad Steelberg |
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/s/ Jeff P. Gehl |
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Director |
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June 20, 2023 |
Jeff P. Gehl |
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/s/ Knute P. Kurtz |
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Director |
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June 20, 2023 |
Knute P. Kurtz |
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/s/ Richard H. Taketa |
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Director |
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June 20, 2023 |
Richard H. Taketa |
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Exhibit 5.1
June 20, 2023
Logan Tiari +1 213 561 3207 ltiari@cooley.com
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Veritone, Inc.
1615 Platte Street 2nd Floor
Denver, CO 80202
Re: Veritone, Inc. – Post-Effective Amendments to Registration Statements on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Veritone, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Post-Effective Amendment No. 1 to each of the Company’s registration statements on Form S-8 (File Nos. 333-217990, 333-227477, 333-237114, 333-253961, 333-262499 and 333-271032), as filed with the Commission on May 12, 2017, September 21, 2018, March 12, 2020, March 5, 2021, February 3, 2022, March 31, 2023, respectively (such registration statements, collectively, the “Prior Registration Statements,” and the post-effective amendment to each of the Prior Registration Statements, collectively, the “Post-Effective Amendments”).
The Prior Registration Statements covered the offering of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), previously available for issuance under the Veritone, Inc. 2014 Stock Option/Stock Issuance Plan, as amended (the “2014 Plan”) and the Veritone, Inc. 2017 Stock Incentive Plan (with the 2014 Plan, the “Prior Plans”), among other plans. For purposes of this opinion, the “Shares” means up to 7,341,291 shares of Common Stock, which is the sum of 854,689 shares of Common Stock that had been available for grants of new awards under the Prior Plans and 6,486,6026 shares of Common Stock subject to outstanding stock awards granted under the Prior Plans, that from and after June 8, 2023, may become available for grant under the Veritone, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) as described in the Post-Effective Amendments.
In connection with this opinion, we have examined and relied upon (a) the Prior Registration Statements, the Post-Effective Amendments and related prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Prior Plans, (d) the 2023 Plan, and (e) such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2023 Plan, the Post-Effective Amendments and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Post-Effective Amendments. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.
June 20, 2023 Page Two |
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Sincerely,
Cooley LLP
By: /s/ Logan Tiari
Logan Tiari
Cooley LLP 355 South Grand Avenue, Suite 900 Los Angeles, CA 90071
t: (213) 561-3250 f: (310) 883-6500 cooley.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 16, 2023 with respect to the consolidated financial statements and internal control over financial reporting of Veritone, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON LLP
Newport Beach, California
June 20, 2023
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 |
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$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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