Market Stock Units Grant Notice (2015)Full Document 

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GENMARK DIAGNOSTICS, INC.
MARKET STOCK UNITS GRANT NOTICE

GenMark Diagnostics, Inc., a Delaware corporation (the “Company”), pursuant to its 2010 Equity Incentive Plan, as amended, (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Market Stock Units (the “Units”), each of which is a right to receive the value of one (1) share of Stock, on the terms and conditions set forth herein and in the attached Market Stock Units Award Agreement (the “Award Agreement”) and the Plan, which are incorporated herein by reference. This Award is intended to constitute an Award of Performance Units described in Section 10 of the Plan. Notwithstanding anything in the Plan to the contrary, the determination of the number of Units which vest and/or become settled shall be determined based on the provisions contained in this Grant Notice and the Award Agreement and the provisions set forth in Section 10.7(a) of the Plan (relating to certain Terminations of Service) shall not apply. Unless otherwise defined below, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement.


Participant:
______________________________________
Grant Date:
______________________________________
Target Number of Units:
___________________, subject to adjustment as provided by the Award Agreement.
Maximum Number of Units:
___________________, which is 200% of the Target Number of Units, subject to adjustment as provided by the Award Agreement.
Performance Periods:
Subject to Section 9 of the Award Agreement:
1-Year Performance Period
The single calendar year beginning January 1, 2015 and ending December 31, 2015.
2-Year Performance Period
The two calendar year period beginning January 1, 2015 and ending December 31, 2016.
3-Year Performance Period
The three calendar year period beginning January 1, 2015 and ending December 31, 2017.
Benchmark Index:
The NASDAQ Composite Index (NASDAQ: IXIC)
Performance Differential:
The positive difference (“Positive Performance Differential”) or negative difference (“Negative Performance Differential”), measured in percentage points (rounded to the nearest 1/10th of 1%) for the applicable Performance Period, between the Company Total Stockholder Return and the Benchmark Index Total Return, both determined in accordance with Section 2 of the Award Agreement.
Performance Multipliers:
 
For Positive Performance Differential
A percentage (rounded to the nearest 1/10th of 1% and not greater than 200%) equal to the sum of (a) 100% plus (b) the product of 2.0 and the Positive Performance Differential.
For Negative Performance Differential
A percentage (rounded to the nearest 1/10th of 1% and not less than 0%) equal to (a) 100% reduced by (b) the product of 2.0 and the Negative Performance Differential.
Earned Units:
 
1-Year Performance Period Earned Units
The number of 1-Year Performance Period Earned Units, if any (not to exceed one-third of the Maximum Number of Units), shall equal the product of (a) one-third of the Target Number of Units and (b) the Performance Multiplier determined for the 1-Year Performance Period.





2-Year Performance Period Earned Units
The number of 2-Year Performance Period Earned Units, if any (not to exceed two-thirds of the Maximum Number of Units when combined with the 1-Year Performance Period Earned Units), shall equal the excess, if any, of (a) the product of (i) two-thirds of the Target Number of Units and (ii) the Performance Multiplier determined for the 2-Year Performance Period, over (b) the 1-Year Performance Period Earned Units.
3-Year Performance Period Earned Units
The number of 3-Year Performance Period Earned Units, if any (not to exceed the Maximum Number of Units when combined with the 1-Year Performance Period Earned Units and the 2-Year Performance Period Earned Units), shall equal the excess, if any, of (a) the product of (i) the Target Number of Units and (ii) the Performance Multiplier determined for the 3-Year Performance Period, over (b) the sum of the 1-Year Performance Period Earned Units and the 2-Year Performance Period Earned Units.
Vesting Date:
Except as otherwise provided by the Award Agreement, the Vesting Date for each Performance Period shall be the last day of such Performance Period.
Vested Units:
Except as otherwise provided by the Award Agreement or an Employment Agreement, provided that the Participant’s Service has not terminated prior to the Vesting Date for the applicable Performance Period, the Earned Units for such Performance Period, if any, shall become Vested Units on the Vesting Date. Except as provided by an Employment Agreement, if the Participant’s Service terminates prior to a Vesting Date, no Units shall become Earned Units with respect to such Performance Period, and all remaining Units shall be forfeited.
Settlement Date:
Except as otherwise provided by the Award Agreement, for each Vested Unit, the day of, or as soon as practicable following, the Certification Date (as defined in Section 4.1 of the Award Agreement), but in any event no later than the 15th day of the third calendar month following the end of the calendar year in which the Vesting Date occurs. In addition, if in the event the date on which a Unit becomes a Vested Unit falls on a date on which a sale by the Participant of the shares of Stock to be issued on settlement of Vested Units would violate the Company’s Trading Compliance Policy, then the Settlement Date shall be deferred until the first to occur of (a) the next business day on which a sale by the Participant of such shares of Stock would not violate the Trading Compliance Policy; and (b) March 15th of the calendar year following the year in which such Units become Vested Units.
Employment Agreement:
An employment or other service agreement between the Participant and a Participating Company to the extent the terms of such Employment Agreement are applicable to this Award.

By his or her signature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement and this Grant Notice. The Participant has reviewed the Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Award Agreement, and the Plan.

GENMARK DIAGNOSTICS, INC.
 
PARTICIPANT
By:
________________________
 
By:
________________________
Print Name:
________________________
 
Print Name:
________________________
Title:
________________________
 
 
 
Address:
________________________
 
Address:
________________________
 
________________________
 
 
________________________






GENMARK DIAGNOSTICS, INC.
MARKET STOCK UNITS AWARD AGREEMENT

GenMark Diagnostics, Inc. (the “Company”) has granted to the Participant named in the Market Stock Units Grant Notice (the Grant Notice) to which this Market Stock Units Award Agreement (this Award Agreement) is attached an Award consisting of Market Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Award Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the GenMark Diagnostics, Inc. 2010 Equity Incentive Plan, as amended, (the Plan), as amended to the Grant Date, the provisions of which are incorporated herein by reference.  By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Award Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the Plan Prospectus), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Award Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Award Agreement, or the Plan.
Unless otherwise defined in this Agreement or in the Grant Notice, capitalized terms shall have the meanings assigned by the Plan.
1.The Award.

The Company has granted to the Participant the Award set forth in the Grant Notice, which, depending on the extent to which a performance goal is attained during the Performance Periods, may result in the Participant earning as little as zero (0) Units or as many as the Maximum Number of Units. Subject to the terms of this Award Agreement and the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on the applicable Settlement Date one (1) share of Stock. Unless and until a Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in the Grant Notice and this Award Agreement, the Participant will have no right to settlement of such Unit. Prior to settlement of any earned and vested Units, such Units will represent an unfunded and unsecured obligation of the Company.

2.ADMINISTRATION.

All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Award shall be determined by the Committee. All such determinations by the Committee shall be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

3.Measurement of Components of Performance Differential.

The components of the Performance Differential shall be determined for each of the Performance Periods in accordance with the following:

3.1    “Company Total Stockholder Return” means the percentage point increase or decrease in (a) the Average Per Share Closing Price for the 30 market trading days ending on the last market trading day of the applicable Performance Period over (b) the Average Per Share Closing Price for the 30 market trading days ending on the last market trading day immediately preceding the first day of the applicable Performance Period.






3.2    “Average Per Share Closing Price” means the average of the daily closing prices per share of Stock as reported on the securities exchange constituting the primary market for the Stock for all trading days falling within an applicable 30 market trading day period described in Section 3.1.

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