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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 12, 2024
Natera, Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
|
001-37478 |
|
01-0894487 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
13011 McCallen Pass
Building A, Suite 100
Austin, TX 78753
(Address of principal executive offices,
including zip code)
(650)
980-9190
(Registrant’s telephone number,
including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Common Stock, par value $0.0001 per share |
|
NTRA |
|
Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
described below, on June 12, 2024, Natera, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s
Amended and Restated 2015 Equity Incentive Plan, as amended (the “Amended and Restated 2015 Plan”). The Amended and Restated
2015 Plan amends the Company’s 2015 Equity Incentive Plan to, among other things, increase the shares reserved for issuance by 6
million shares of the Company’s common stock, extend the term of the plan by an additional 10 years, eliminate the “evergreen”
feature which provided for automatic annual increases in the number of shares available for issuance under the plan, and eliminate the
Company’s ability to reprice options and stock appreciation rights without obtaining stockholder approval.
The
Company’s officers and directors are among the persons eligible to receive awards under the Amended
and Restated 2015 Plan in accordance with the terms and conditions thereunder. A detailed summary of the Amended
and Restated 2015 Plan is set forth in Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A for
the Annual Meeting (the “Proxy Statement”), which was filed with the U.S. Securities and Exchange Commission on April 24,
2024. Such detailed summary of the Amended and Restated 2015 Plan and the foregoing description of
the Amended and Restated 2015 Plan are qualified in their entirety by reference to the full text of
the Amended and Restated 2015 Plan and the forms thereunder, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2024, the Annual Meeting, the Company’s stockholders
voted on four proposals, each of which is described in more detail in the Proxy Statement.
Only stockholders of record as of the close of business on April 15,
2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 123,241,550 shares of
the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The holders of a total of 114,668,903 shares
of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum of the issued and outstanding
shares on the record date of the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of the Company’s common
stock was entitled to one vote for each share of common stock held as of the close of business on the record date.
The tabulation of the stockholders’ votes on each proposal brought
before the Annual Meeting is as follows:
Proposal
1: The election of three directors to serve as Class III directors until the 2027 annual meeting of stockholders and until
his or her successor is duly elected and qualified:
Name |
|
For |
|
Withheld |
|
Roelof Botha |
|
54,500,265 |
|
52,981,700 |
|
Steven Chapman |
|
106,487,194 |
|
994,771 |
|
Matthew Rabinowitz |
|
102,538,622 |
|
4,943,343 |
|
Proposal
2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2024:
For |
Against |
Abstentions |
Broker Non-Votes |
114,278,111 |
334,741 |
56,051 |
0 |
Proposal
3: The advisory vote on the compensation of the Company’s named executive officers:
For |
Against |
Abstentions |
Broker Non-Votes |
101,567,539 |
5,854,068 |
60,358 |
7,186,938 |
Proposal
4: The approval of the Amended and Restated 2015 Equity Incentive Plan:
For |
Against |
Abstentions |
Broker Non-Votes |
85,933,481 |
21,496,585 |
51,899 |
7,186,938 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
Natera, Inc. |
|
|
|
|
By: |
/s/ Michael Brophy |
|
|
Michael Brophy |
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Dated: June 18, 2024
Exhibit 10.1
Natera, Inc.
2015
Equity Incentive Plan
(Originally
Adopted on June 18, 2015, Amended and Restated on March 7, 2024)
Natera, Inc.
2015
Equity Incentive Plan
ARTICLE 1.
INTRODUCTION.
The
Plan was originally adopted by the Board and effective on June 18, 2015, although no awards
were granted prior to the IPO Date. The Plan as most recently amended and restated was adopted by the Board on March 7, 2024 and
shall be effective on the Restatement Effective Date in accordance with Article 13.1. The purpose of the Plan is to promote the
long-term success of the Company and the creation of stockholder value by (a) encouraging Service Providers to focus on critical
long-range corporate objectives, (b) encouraging the attraction and retention of Service Providers with exceptional qualifications
and (c) linking Service Providers directly to stockholder interests through increased stock ownership. The Plan seeks to achieve
this purpose by providing for Awards in the form of Options (which may be ISOs or NSOs), SARs, Restricted Shares and Stock Units. Capitalized
terms used in this Plan are defined in Article 14.
ARTICLE 2.
ADMINISTRATION.
2.1 General.
The Plan may be administered by the Board or one or more Committees. Each Committee shall have the authority
and be responsible for such functions as have been assigned to it. To the extent permitted by law, a Committee may delegate to one or
more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers
as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid,
may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may
have under this Plan.
2.2 Section 16.
To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated
hereunder will be approved by the entire Board or a Committee of two or more “non-employee directors” within the meaning
of Exchange Act Rule 16b-3.
2.3 Powers
of Administrator. Subject to the terms of the Plan, and in the case of a Committee, subject
to the specific duties delegated to the Committee, the Administrator shall have the authority to (a) select the Service Providers
who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions
of such Awards, (c) determine whether, when and to what extent an Award has become vested and/or exercisable and whether performance-based
vesting conditions have been satisfied, (d) interpret the Plan and Awards granted under the Plan, (e) make, amend and rescind
rules relating to the Plan and Awards granted under the Plan, including rules relating to sub-plans established for the purposes
of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such
restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant of any
Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a
specified brokerage firm for such resales, and (g) make all other decisions relating to the operation of the Plan and Awards granted
under the Plan.
2.4 Effect
of Administrator’s Decisions. The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Participants and any other holders of Awards.
2.5 Governing
Law. The Plan shall be governed by, and construed in accordance with, the laws of the State
of Delaware (except its choice-of-law provisions).
ARTICLE 3.
SHARES AVAILABLE FOR GRANTS.
3.1 Basic
Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares
or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed the sum of (a) 24,198,178, (b) the
number of Common Shares reserved under the Predecessor Plan that are not issued or subject to outstanding awards under the Predecessor
Plan on the Restatement Effective Date, (c) any Common Shares subject to outstanding options under the Predecessor Plan on the Restatement
Effective Date that subsequently expire or lapse unexercised and Common Shares issued pursuant to awards granted under the Predecessor
Plan that are outstanding on the Restatement Effective Date and that are subsequently forfeited to or repurchased by the Company and
(d) the additional Common Shares described in Article 3.2; provided, however, that no more than 694,730 Common Shares, in the
aggregate, shall be added to the Plan pursuant to clauses (b) and (c). The Company shall reserve and keep available such number
of Common Shares as will be sufficient to satisfy the requirements of the Plan. The numerical limitations in this Article 3.1 shall
be subject to adjustment pursuant to Article 9.
3.2 Share
Counting. To the extent that Options, SARs or Stock Units are forfeited or expire for any other
reason before being exercised or settled in full, the Common Shares subject to such Options, SARs or Stock Units shall again become available
for issuance under the Plan. If SARs are exercised or Stock Units are settled, then only the number of Common Shares (if any) actually
issued to the Participant upon exercise of such SARs or settlement of such Stock Units, as applicable, shall reduce the number available
under Article 3.1 and the balance shall again become available for issuance under the Plan. If Restricted Shares or Common Shares
issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other
reason, then such Common Shares shall again become available for issuance under the Plan. Common Shares applied to pay the Exercise Price
of Options or to satisfy tax withholding obligations related to any Award shall again become available for issuance under the Plan. To
the extent that an Award is settled in cash rather than Common Shares, the cash settlement shall not reduce the number of Shares available
for issuance under the Plan.
3.3 Awards
Not Reducing Share Reserve in Article 3.1. To the extent permitted under applicable stock
exchange listing standards, any dividend equivalents paid or credited under the Plan with respect to Stock Units shall not be applied
against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock
Units. In addition, Common Shares subject to Substitute Awards granted by the Company shall not reduce the number of Common Shares that
may be issued under Article 3.1, nor shall shares subject to Substitute Awards again be available for Awards under the Plan in the
event of any forfeiture, expiration or cash settlement of such Substitute Awards.
3.4 Code
Section 422 and Other Limits. Subject to adjustment in accordance with Article 9:
(a) The
aggregate grant date fair value of Awards granted to an Outside Director during any one fiscal year of the Company, together with the
value of any cash compensation paid to the Outside Director during such fiscal year, may not exceed $900,000 (on a per-Director basis);
provided, however, that the limitation that will apply in the fiscal year in which the Outside Director is initially appointed or elected
to the Board shall instead be $1,250,000. For purposes of this limitation, the grant date fair value of an Award shall be determined
in accordance with the assumptions that the Company uses to estimate the value of share-based payments for financial reporting purposes.
For the sake of clarity, neither Awards granted, nor compensation paid, to an individual for his or her service as an Employee or Consultant,
but not as an Outside Director, shall count towards this limitation.
(b) No
more than 24,892,908 Common Shares may be issued under the Plan upon the exercise of ISOs.
ARTICLE 4.
ELIGIBILITY.
4.1 Incentive
Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary
shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes
of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the additional
requirements set forth in Code Section 422(c)(5) are satisfied.
4.2 Other
Awards. Awards other than ISOs may only be granted to Service Providers.
ARTICLE 5.
OPTIONS.
5.1 Stock
Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to
any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is intended to be
an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.
5.2 Number
of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to
the Option, which number shall adjust in accordance with Article 9.
5.3 Exercise
Price. Each Stock Option Agreement shall specify the Exercise Price, which shall be such price
as is determined by the Administrator in its discretion; provided, however, that unless an Option is intended to comply with Code
Section 409A (and not, for the avoidance of doubt, be exempt from Code Section 409A), the Exercise Price of any Option granted
to a Participant subject to taxation in the United States shall be not less than 100% of the Fair Market Value of a Common Share on the
date of grant; provided further, that the preceding clause shall not apply to an Option that is a Substitute Award granted in
a manner that would satisfy the requirements of Code Section 409A and, if applicable, Code Section 424(a).
5.4 Exercisability
and Term. Each Stock Option Agreement shall specify the date or event when all or any installment
of the Option is to become vested and/or exercisable. The Stock Option Agreement shall also specify the term of the Option; provided
that, except to the extent necessary to comply with applicable foreign law, the term of an Option shall in no event exceed 10 years
from the date of grant. A Stock Option Agreement may provide for accelerated vesting and/or exercisability upon certain specified events
and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service.
5.5 Death
of Optionee. After an Optionee’s death, any vested and exercisable Options held by such
Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this
purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the
Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the
Optionee, then any vested and exercisable Options held by the Optionee may be exercised by his or her estate.
5.6 Modification
or Assumption of Options. Within the limitations of the Plan, the Administrator may modify,
extend or assume outstanding options. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee,
impair his or her rights or obligations under such Option.
5.7 No
Repricings or Cash Buyouts. Notwithstanding anything in this Plan to the contrary, neither the
Administrator nor any other person may, without the approval of the stockholders of the Company, (a) decrease the exercise price
for any outstanding Option after the date of grant, (b) cancel, buyout or allow an Optionee to surrender an outstanding Option to
the Company in exchange for cash or as consideration for the grant of a new Award if the exercise price of such Option exceeds the Fair
Market Value of a Common Share on the date of such cancellation, buyout or surrender, or (c) take any other action with respect
to an Option that would be treated as a repricing under GAAP or under the rules and regulations of the NASDAQ Stock Market (or such
other principal U.S. national securities exchange on which the Common Shares are traded), in each case, other than in connection with
the provisions set forth in Article 9.
5.8 Payment
for Option Shares. The entire Exercise Price of Common Shares issued upon exercise of Options
shall be payable in cash or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in
its sole discretion and to the extent permitted by applicable law, accept payment of all or a portion of the Exercise Price through any
one or a combination of the following forms or methods:
(a) Subject
to any conditions or limitations established by the Administrator, by surrendering, or attesting to the ownership of, Common Shares that
are already owned by the Optionee with a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Common
Shares as to which such Option will be exercised;
(b) By
delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all
or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company;
(c) Subject
to such conditions and requirements as the Administrator may impose from time to time, through a net exercise procedure; or
(d) Through
any other form or method consistent with applicable laws, regulations and rules.
ARTICLE 6.
STOCK APPRECIATION RIGHTS.
6.1 SAR
Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between
the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that
are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.
6.2 Number
of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains,
which number shall adjust in accordance with Article 9.
6.3 Exercise
Price. Each SAR Agreement shall specify the Exercise Price, which shall in no event be less
than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to a SAR that is a
Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A.
6.4 Exercisability
and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is
to become vested and exercisable. The SAR Agreement shall also specify the term of the SAR; provided that except to the extent necessary
to comply with applicable foreign law, the term of a SAR shall not exceed 10 years from the date of grant. A SAR Agreement may provide
for accelerated vesting and exercisability upon certain specified events and may provide for expiration prior to the end of its term
in the event of the termination of the Optionee’s Service.
6.5 Exercise
of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the
SAR after his or her death) shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common
Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon
exercise of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common
Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is less than the Fair Market
Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to
be exercised as of such date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of the SAR on an
earlier date.
6.6 Death
of Optionee. After an Optionee’s death, any vested and exercisable SARs held by such Optionee
may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by
filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company
at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee,
then any vested and exercisable SARs held by the Optionee at the time of his or her death may be exercised by his or her estate.
6.7 Modification
or Assumption of SARs. Within the limitations of the Plan, the Administrator may modify, extend
or assume outstanding SARs. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Optionee, impair
his or her rights or obligations under such SAR.
6.8 No
Repricings or Cash Buyouts. Notwithstanding anything in this Plan to the contrary, neither the
Administrator nor any other person may, without the approval of the stockholders of the Company, (a) decrease the exercise price
for any outstanding SAR after the date of grant, (b) cancel, buyout or allow an Optionee to surrender an outstanding SAR to the
Company in exchange for cash or as consideration for the grant of a new Award if the exercise price of such SAR exceeds the Fair Market
Value of a Common Share on the date of such cancellation, buyout or surrender, or (c) take any other action with respect to a SAR
that would be treated as a repricing under GAAP or under the rules and regulations of the NASDAQ Stock Market (or such other principal
U.S. national securities exchange on which the Common Shares are traded), in each case, other than in connection with the provisions
set forth in Article 9.
ARTICLE 7.
RESTRICTED SHARES.
7.1 Restricted
Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted
Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements
entered into under the Plan need not be identical.
7.2 Payment
for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as
the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of other equity awards,
full-recourse promissory notes, past services and future services, and such other methods of payment as are permitted by applicable law.
7.3 Vesting
Conditions. Each Award of Restricted Shares may or may not be subject to vesting and/or other
conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified
in the Restricted Stock Agreement. Vesting conditions may include, at the Administrator’s discretion, service-based conditions,
performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. A Restricted Stock
Agreement may provide for accelerated vesting upon certain specified events.
7.4 Voting
and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the
same voting, dividend and other rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted
Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted
Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same
conditions and restrictions as the shares subject to the Stock Award with respect to which the dividends were paid. In addition, unless
the Administrator provides otherwise, if any dividends or other distributions are paid in Common Shares, such Common Shares shall be
subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
ARTICLE 8.
STOCK UNITS.
8.1 Stock
Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit
Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject
to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the
Plan need not be identical.
8.2 Payment
for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration
shall be required of the Award recipients.
8.3 Vesting
Conditions. Each Award of Stock Units may or may not be subject to vesting, as determined by
the Administrator. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement.
Vesting conditions may include, at the Administrator’s discretion, service-based conditions, performance-based conditions, such
other conditions as the Administrator may determine, or any combination thereof. A Stock Unit Agreement may provide for accelerated vesting
upon certain specified events.
8.4 Voting
and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement
or forfeiture, Stock Units awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents.
Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Stock Unit
is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in
the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents shall be
subject to the same conditions and restrictions as the Stock Units to which they attach.
8.5 Form and
Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form
of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Administrator. The actual number of
Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance
factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value
of Common Shares over a series of trading days. Vested Stock Units shall be settled in such manner and at such time(s) as specified
in the Stock Unit Agreement. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment
pursuant to Article 9.
8.6 Death
of Recipient. Any Stock Units that become payable after the recipient’s death shall be
distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Stock Units under the Plan may designate one or
more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing
the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no
designated beneficiary survives the Award recipient, then any Stock Units that become payable after the recipient’s death shall
be distributed to the recipient’s estate.
8.7 Modification
or Assumption of Stock Units. Within the limitations of the Plan, the Administrator may modify
or assume outstanding stock units or may accept the cancellation of outstanding stock units (whether granted by the Company or by another
issuer) in return for the grant of new Stock Units for the same or a different number of shares or in return for the grant of a different
type of Award. The foregoing notwithstanding, no modification of a Stock Unit shall, without the consent of the Participant, materially
impair his or her rights or obligations under such Stock Unit.
8.8 Creditors’
Rights. A holder of Stock Units shall have no rights other than those of a general creditor
of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the
applicable Stock Unit Agreement.
ARTICLE 9.
ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS.
9.1 Adjustments.
In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a combination or
consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other
increase or decrease in the number of issued Common Shares effected without receipt of consideration by the Company, proportionate adjustments
shall automatically be made to the following:
(a) The
number and kind of shares available for issuance under Article 3, including the numerical share limits in Articles 3.1 and 3.4;
(b) The
number and kind of shares covered by each outstanding Option, SAR and Stock Unit; or
(c) The
Exercise Price applicable to each outstanding Option and SAR, and the repurchase price, if any, applicable to Restricted Shares.
In the event of
a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material effect on the
price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Administrator may make such adjustments as it, in
its sole discretion, deems appropriate to the foregoing. Any adjustment in the number of shares subject to an Award under this Article 9.1
shall be rounded down to the nearest whole share, although the Administrator in its sole discretion may make a cash payment in lieu of
a fractional share. Except as provided in this Article 9, a Participant shall have no rights by reason of any issuance by the Company
of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class,
the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.
9.2 Dissolution
or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units
shall terminate immediately prior to the dissolution or liquidation of the Company.
9.3 Corporate
Transactions. In the event that the Company is a party to a merger, consolidation, or a Change
in Control (other than one described in Article 14.6(d)), all Common Shares acquired under the Plan and all Awards outstanding on
the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event
the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator,
with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or
portions thereof) in an identical manner. Unless an Award Agreement provides otherwise, the treatment specified in the transaction agreement
or by the Administrator may include (without limitation) one or more of the following with respect to each outstanding Award:
(a) The
continuation of such outstanding Award by the Company (if the Company is the surviving entity);
(b) The
assumption of such outstanding Award by the surviving entity or its parent, provided that the assumption of an Option or a SAR shall
comply with applicable tax requirements;
(c) The
substitution by the surviving entity or its parent of an equivalent award for such outstanding Award (including, but not limited to,
an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of
an Option or a SAR shall comply with applicable tax requirements;
(d) The
cancellation of outstanding Awards without payment of any consideration. Optionees shall be able to exercise outstanding Options and
SARs, to the extent such Options and SARs are then vested or become vested as of the effective time of the transaction, during a period
of not less than five full business days preceding the closing date of the transaction, unless (i) a shorter period is required
to permit a timely closing of the transaction and (ii) such shorter period still offers the Optionees a reasonable opportunity to
exercise such Options and SARs. Any exercise of such Options and SARs during such period may be contingent on the closing of the transaction;
(e) The
cancellation of such Award and a payment to the Participant with respect to each share subject to the portion of the Award that is vested
or becomes vested as of the effective time of the transaction equal to the excess of (A) the value, as determined by the Administrator in
its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over
(if applicable) (B) the per-share Exercise Price of such Award (such excess, if any, the “Spread”). Such
payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent having a value equal
to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such
payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares, but only to the extent the
application of such provisions does not adversely affect the status of the Award as exempt from Code Section 409A. If the Spread
applicable to an Award (whether or not vested) is zero or a negative number, then the Award may be cancelled without making a payment
to the Participant. In the event that a Stock Unit is subject to Code Section 409A, the payment described in this clause (e) shall
be made on the settlement date specified in the applicable Stock Unit Agreement, provided that settlement may be accelerated in accordance
with Treasury Regulation Section 1.409A-3(j)(4); or
(f) The
assignment of any reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to the surviving
entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such reacquisition
or repurchase rights.
For avoidance of
doubt, the Administrator shall have the discretion, exercisable either at the time an Award is granted or at any time while the Award
remains outstanding, to provide for the acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award
is to be assumed or replaced in the transaction, or in connection with a termination of the Participant’s Service following a transaction.
Any action taken
under this Article 9.3 shall either preserve an Award’s status as exempt from Code Section 409A or comply with Code Section 409A.
ARTICLE 10.
OTHER AWARDS.
Subject
in all events to the limitations under Article 3 above as to the number of Common Shares available for issuance under this Plan,
the Company may grant other forms of equity-based awards not specifically described herein and may
grant awards under other plans or programs, where such awards are settled in the form of Common Shares issued under this Plan. Such Common
Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued,
reduce the number of Common Shares available under Article 3.
ARTICLE 11.
LIMITATION ON RIGHTS.
11.1 Retention
Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual
a right to remain a Service Provider. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service
of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation
and by-laws and a written employment agreement (if any).
11.2 Stockholders’
Rights. Except as set forth in Article 7.4 or 8.4 above, a Participant shall have no dividend
rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time
when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such
Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash
dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.
11.3 Regulatory
Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company
to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory
body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any
Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification
or listing or to an exemption from registration, qualification or listing. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful
issuance and sale of any Common Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell
such Common Shares as to which such requisite authority will not have been obtained.
11.4 Transferability
of Awards. The Administrator may, in its sole discretion, permit transfer of an Award in a manner
consistent with applicable law. Unless otherwise determined by the Administrator, Awards shall be transferable by a Participant only
by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution; provided that, in any event,
an ISO may only be transferred by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee’s guardian or legal representative.
11.5 Recoupment
Policy. All Awards granted under the Plan, all amounts paid under the Plan and all Common Shares
issued under the Plan shall be subject to recoupment, clawback or recovery by the Company in accordance with applicable law and with
Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other applicable law, as well as any implementing regulations
and/or listing standards thereunder.
11.6 Other
Conditions and Restrictions on Common Shares. Any Common Shares issued under the Plan shall
be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms
and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement
and shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued
under the Plan shall be subject to such conditions and restrictions imposed either by applicable law or by Company policy, as adopted
from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion
to comply including in order to maintain any statutory, regulatory or tax advantage.
ARTICLE 12.
TAXES.
12.1 General.
It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements satisfactory to the
Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with any Award
granted under the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan unless such
obligations are satisfied.
12.2 Share
Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations,
the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion
of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or
she previously acquired. Such Common Shares shall be valued on the date when they are withheld or surrendered. Any payment of taxes by
assigning Common Shares to the Company may be subject to restrictions including any restrictions required by SEC, accounting or other
rules.
12.3 Section 409A
Matters. Except as otherwise expressly set forth in an Award Agreement, it is intended that
Awards granted under the Plan either be exempt from, or comply with, the requirements of Code Section 409A. To the extent an Award
is subject to Code Section 409A (a “409A Award”), the terms of the Plan, the Award and any written agreement
governing the Award shall be interpreted to comply with the requirements of Code Section 409A so that the Award is not subject to
additional tax or interest under Code Section 409A, unless the Administrator expressly provides otherwise. A 409A Award shall be
subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply
with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation
from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A),
then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s
separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment
from being subject to Code Section 409A(a)(1).
12.4 Limitation
on Liability. Neither the Company nor any person serving as Administrator shall have any liability
to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.
ARTICLE 13.
FUTURE OF THE PLAN.
13.1 Effective
Date; Term of the Plan. The Plan was originally adopted by the Board and effective on June 18,
2015. The Plan as most recently amended and restated was adopted by the Board on March 7, 2024 and shall be effective on the date
of the approval of the Plan, as amended and restated, by the holders of the Common Shares entitled to vote at a duly constituted meeting
of the Company’s stockholders (the “Restatement Effective Date”). The Plan shall terminate automatically 10
years after the later of (a) the date when the Board adopted the Plan or (b) the date when the Board approved the most recent
increase in the number of Common Shares reserved under Article 3 that was also approved by the Company’s stockholders.
13.2 Amendment
or Termination. The Board may, at any time and for any reason, amend or terminate the Plan.
No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall
not affect any Award previously granted under the Plan.
13.3 Stockholder
Approval. An amendment of the Plan shall be subject to the approval of the Company’s stockholders
only to the extent required by applicable laws, regulations or rules.
ARTICLE 14.
DEFINITIONS.
14.1 “Administrator”
means the Board or any Committee administering the Plan in accordance with Article 2.
14.2 “Affiliate”
means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.
14.3 “Award”
means any award granted under the Plan, including as an Option, a SAR, a Restricted Share or a Stock Unit.
14.4 “Award
Agreement” means a Stock Option Agreement, an SAR Agreement, a Restricted Stock Agreement, a Stock Unit Agreement or such other
agreement evidencing an Award granted under the Plan.
14.5 “Board”
means the Company’s Board of Directors, as constituted from time to time and, where the context so requires, reference to the “Board”
may refer to a Committee to whom the Board has delegated authority to administer any aspect of this Plan.
14.6 “Change
in Control” means:
(a) Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty
percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities;
(b) The
consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(c) The
consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger
or consolidation; or
(d) Individuals
who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the
members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election)
of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such
new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.
A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation
or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities
immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which
provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the
Plan or applicable Award Agreement the transaction with respect to such Award must also constitute
a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by
Code Section 409A.
14.7 “Code”
means the Internal Revenue Code of 1986, as amended.
14.8 “Committee”
means a committee of one or more members of the Board, or of other individuals satisfying applicable laws, appointed by the Board to
administer the Plan.
14.9 “Common
Share” means one share of the common stock of the Company.
14.10 “Company”
means Natera, Inc., a Delaware corporation.
14.11 “Consultant”
means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent
contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.
14.12 “Employee”
means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.
14.13 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
14.14 “Exercise
Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such Option,
as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified
in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable
upon exercise of such SAR.
14.15 “Fair
Market Value” means the closing price of a Common Share on any established stock exchange or a national market system on the
applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in
a source that the Administrator deems reliable. If Common Shares are not traded on an established stock exchange or a national market
system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s
determination shall be conclusive and binding on all persons.
14.16 “IPO
Date” means the effective date of the registration statement filed by the Company with the Securities and Exchange Commission
for its initial offering of common stock to the public.
14.17 “ISO”
means an incentive stock option described in Code Section 422(b).
14.18 “NSO”
means a stock option not described in Code Sections 422 or 423.
14.19 “Option”
means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares.
14.20 “Optionee”
means an individual or estate holding an Option or SAR.
14.21 “Outside
Director” means a member of the Board who is not an Employee.
14.22 “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations
other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered
a Parent commencing as of such date.
14.23 “Participant”
means an individual or estate holding an Award.
14.24 “Plan”
means this Natera, Inc. 2015 Equity Incentive Plan, as amended from time to time.
14.25 “Predecessor
Plan” means the Company’s 2007 Stock Plan, as amended.
14.26 “Restricted
Share” means a Common Share awarded under the Plan.
14.27 “Restricted
Stock Agreement” means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions
and restrictions pertaining to such Restricted Share.
14.28 “SAR”
means a stock appreciation right granted under the Plan.
14.29 “SAR
Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining
to his or her SAR.
14.30 “Securities
Act” means the Securities Act of 1933, as amended.
14.31 “Service”
means service as an Employee, Outside Director or Consultant.
14.32 “Service
Provider” means any individual who is an Employee, Outside Director or Consultant.
14.33 “Stock
Award” means any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan.
14.34 “Stock
Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions
pertaining to his or her Option.
14.35 “Stock
Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.
14.36 “Stock
Unit Agreement” means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions
and restrictions pertaining to such Stock Unit.
14.37 “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date
14.38 “Substitute
Awards” means Awards or Common Shares issued by the Company in assumption of, or substitution or exchange for, Awards previously
granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company or any Affiliate or
with which the Company or any Affiliate combines to the extent permitted by NASDAQ Marketplace Rule 5635 or any successor thereto.
Natera, Inc.
2015 Equity Incentive Plan
Notice
of Stock Option Grant
You have been granted the following option to
purchase shares of the common stock of Natera, Inc. (the “Company”):
Name of Optionee: |
«Name» |
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Total Number of Shares: |
«TotalShares» |
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Type of Option: |
«ISO» Incentive Stock Option |
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«NSO» Nonstatutory Stock Option |
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Exercise Price per Share: |
$«PricePerShare» |
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Date of Grant: |
«DateGrant» |
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Vesting Commencement Date: |
«VestDay» |
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Vesting Schedule: |
This option vests and becomes exercisable with respect to the first «CliffPercent»% of the shares subject to this option when you complete «CliffPeriod» months of continuous “Service” (as defined in the Plan) from the Vesting Commencement Date. Thereafter, this option vests and becomes exercisable with respect to an additional «Percent»% of the shares subject to this option when you complete each additional «IncrementPeriod» month of continuous Service. |
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For all purposes applicable to this option, “Service” means your continuous service as an Employee or Consultant. |
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Expiration Date: |
«ExpDate». This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement, and may terminate earlier in connection with certain corporate transactions as described in Article 9 of the Plan. |
You and the Company agree that this option is
granted under and governed by the terms and conditions of the Company’s 2015 Equity Incentive Plan (the “Plan”) and
the Stock Option Agreement, both of which are attached to, and made a part of, this document.
You further agree to accept by email all documents
relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and
all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and
proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company
or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.
You further agree to comply with the Company’s
Insider Trading Policy when selling shares of the Company’s common stock.
Optionee |
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Natera, Inc. |
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By: |
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Title: |
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Natera, Inc.
2015 Equity Incentive Plan
Stock
Option Agreement
Grant of Option |
Subject to all of the terms and conditions set
forth in the Notice of Stock Option Grant, this Stock Option Agreement (the “Agreement”) and the Plan, the Company has granted
you an option to purchase up to the total number of shares specified in the Notice of Stock Option Grant at the exercise price indicated
in the Notice of Stock Option Grant.
All capitalized terms used in this Agreement shall
have the meanings assigned to them in this Agreement, the Notice of Stock Option Grant or the Plan. |
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Tax Treatment |
This option is intended to be an incentive stock option under Section 422 of the Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant. However, even if this option is designated as an incentive stock option in the Notice of Stock Option Grant, it shall be deemed to be a nonstatutory stock option to the extent it does not qualify as an incentive stock option under federal tax law, including under the $100,000 annual limitation under Section 422(d) of the Code. |
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Vesting |
This option vests and becomes exercisable in accordance
with the vesting schedule set forth in the Notice of Stock Option Grant.
In no event will this option vest or become exercisable
for additional shares after your Service has terminated for any reason. |
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Term |
This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (This option will expire earlier if your Service terminates, as described below, and this option may be terminated earlier as provided in Article 9 of the Plan.) |
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Termination of Service |
If your Service terminates for any reason, this option will expire immediately to the extent the option is unvested as of your termination date and does not vest as a result of your termination of Service. The Company determines when your Service terminates for all purposes of this option. |
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Regular Termination |
If your Service terminates for any reason except death or total and permanent disability, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date three months after your termination date. |
Death |
If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death. |
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Disability |
If your Service terminates because of your total
and permanent disability, then this option will expire at the close of business at Company headquarters on the date 12 months after your
termination date.
For all purposes under this Agreement, “total
and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous
period of not less than one year. |
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Leaves of Absence and Part-Time Work |
For purposes of this option, your Service does
not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by
the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy,
or the terms of your leave. However, your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on a leave of absence, then the vesting
schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy
or the terms of your leave. If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate
of vesting is commensurate with your reduced work schedule. |
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Notice Concerning Incentive Stock Option Treatment |
Even if this option is designated as an incentive stock option in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an incentive stock option to the extent that it is exercised: (a) more than three months after the date when you cease to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code), (b) more than 12 months after the date when you cease to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code) or (c) more than three months after the date when you have been on a leave of absence for three months, unless your reemployment rights following such leave were guaranteed by statute or by contract. |
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Restrictions on Exercise |
The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation. |
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Notice of Exercise |
When you wish to exercise this option, you must
notify the Company by filing the proper “Notice of Exercise” form at the address given on the form or, if the Company has
designated a brokerage firm to administer the Plan, you must notify such brokerage firm in the manner such brokerage firm requires. Your
notice must specify how many shares you wish to purchase. The notice will be effective when the Company receives it.
However, if you wish to exercise this option by
executing a same-day sale (as described below), you must follow the instructions of the Company and the broker who will execute the sale.
If someone else wants to exercise this option
after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
You may only exercise your option for whole shares. |
Form of Payment |
When you submit your notice of exercise, you must
include payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment
may be made in one (or a combination of two or more) of the following forms:
· By
delivering to the Company your personal check, a cashier’s check or a money order, or arranging for a wire transfer.
· By
delivering to the Company certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those
shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option
exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by
the Company and have the same number of shares subtracted from the option shares issued to you.
· By
giving to a securities broker approved by the Company irrevocable directions to sell all or part of your option shares and to deliver
to the Company, from the sale proceeds, an amount sufficient to pay the option exercise price and any withholding taxes. (The balance
of the sale proceeds, if any, will be delivered to you.) The directions must be given in accordance with the instructions of the Company
and the broker. This exercise method is sometimes called a “same-day sale.” |
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Withholding Taxes |
You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. These arrangements include payment in cash. With the Company’s consent, these arrangements may also include (a) payment from the proceeds of the sale of shares through a Company-approved broker, (b) withholding shares of Company stock that otherwise would be issued to you when you exercise this option with a fair market value no greater than the minimum amount required to be withheld by law, (c) surrendering shares that you previously acquired with a fair market value no greater than the minimum amount required to be withheld by law, or (d) withholding cash from other compensation. The fair market value of withheld or surrendered shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes. |
Restrictions on Resale |
You agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. |
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Transfer of Option |
Prior to your death, only you may exercise this
option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you
attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will
or by means of a written beneficiary designation; provided, however, that your beneficiary or a representative of your estate acknowledges
and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as
if such beneficiary of the estate were you.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize
your former spouse’s interest in your option in any other way. |
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Retention Rights |
Your option or this Agreement does not give you the right to be retained by the Company, a Parent, Subsidiary, or an Affiliate in any capacity. The Company and its Parents, Subsidiaries, and Affiliates reserve the right to terminate your Service at any time, with or without cause. |
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Stockholder Rights |
You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company, paying the exercise price, and satisfying any applicable withholding taxes. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan. |
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Recoupment Policy |
This option, and the shares acquired upon exercise of this option, shall be subject to any Company recoupment policy in effect from time to time. |
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Adjustments |
In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share will be adjusted pursuant to the Plan. |
Effect of Significant Corporate Transactions |
If the Company is a party to a merger, consolidation, or certain change in control transactions, then this option will be subject to the applicable provisions of Article 9 of the Plan. |
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Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). |
|
|
The Plan and Other Agreements |
The text of the Plan is incorporated in this Agreement
by reference.
This Plan, this Agreement and the Notice of Stock
Option Grant constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments
or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties. |
By signing
the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.
Natera, Inc.
2015 Equity Incentive Plan
Notice of Stock Unit Award
You have been granted stock units representing
shares of common stock of Natera, Inc. (the “Company”) on the following terms:
Name of Recipient: |
«Name» |
|
|
Total Number of Stock Units Granted: |
«TotalUnits» |
|
|
Date of Grant: |
«DateGrant» |
|
|
Vesting Commencement Date: |
«VestDay» |
|
|
Vesting Schedule: |
The first «CliffPercent»% of the stock units subject to this award will vest when you complete «CliffPeriod» months of continuous “Service” (as defined in the Plan) after the Vesting Commencement Date. Thereafter, an additional «IncrementPercent»% of the stock units subject to this award will vest when you complete each additional «IncrementPeriod»-month period of continuous Service. |
|
|
|
For all purposes applicable to your stock units, “Service” means your continuous service as an Employee or Consultant. |
You and the Company agree that these stock units
are granted under and governed by the terms and conditions of the Company’s 2015 Equity Incentive Plan (the “Plan”)
and the Stock Unit Agreement, both of which are attached to, and made a part of, this document.
You further agree to accept by email all documents
relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and
all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and
proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company
or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.
You further agree to comply with the Company’s
Insider Trading Policy when selling shares of the Company’s common stock.
Recipient |
|
Natera, Inc. |
|
|
|
|
|
By: |
|
|
|
Title: |
|
Natera, Inc.
2015 Equity Incentive Plan
Stock
Unit Agreement
Grant of Units |
Subject to all of the terms and conditions set
forth in the Notice of Stock Unit Award, this Stock Unit Agreement (the “Agreement”) and the Plan, the Company has granted
to you the number of stock units set forth in the Notice of Stock Unit Award.
All capitalized terms used in this Agreement shall
have the meanings assigned to them in this Agreement, the Notice of Stock Unit Award or the Plan. |
|
|
Payment for Units |
No payment is required for the stock units that you are receiving. |
|
|
Vesting |
The stock units vest in accordance with the vesting schedule set forth in the Notice of Stock Unit Award. No additional stock units will vest after your Service has terminated for any reason. |
|
|
Forfeiture |
If your Service terminates for any reason, then your stock units will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination of your Service. This means that any stock units that have not vested under this Agreement will be cancelled immediately. You receive no payment for stock units that are forfeited. The Company determines when your Service terminates for all purposes of your stock units. |
|
|
Leaves of Absence and Part-Time Work |
For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy, or the terms of your leave. However, your Service terminates when the approved leave ends, unless you immediately return to active work. |
|
|
|
If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule. |
Settlement of Units |
Each stock unit will be settled on the first Permissible
Trading Day that occurs on or after the day when the stock unit vests. However, each stock unit must be settled not later than March 15th
of the calendar year following the calendar year in which the stock unit vests.
At the time of settlement, you will receive one
share of the Company’s common stock for each vested stock unit. But the Company, at its sole discretion, may substitute an equivalent
amount of cash if the distribution of stock is not reasonably practicable due to the requirements of applicable law. The amount of cash
will be determined on the basis of the market value of the Company’s common stock at the time of settlement.
No fractional shares will be issued upon settlement. |
|
|
“Permissible Trading Day” |
“Permissible Trading Day” means a
day that satisfies each of the following requirements:
· The
Nasdaq Global Market is open for trading on that day;
· You
are permitted to sell shares of the Company’s common stock on that day without incurring liability under Section 16(b) of
the Securities Exchange Act of 1934, as amended;
· Either
(a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s
common stock on that day under Rule 10b-5 of the Securities and Exchange Commission or (b) Rule 10b5-1 of the Securities
and Exchange Commission is applicable;
· Under
the Company’s Insider Trading Policy, you are permitted to sell shares of the Company’s common stock on that day; and
· You
are not prohibited from selling shares of the Company’s common stock on that day by a written agreement between you and the Company
or a third party. |
Section 409A |
This paragraph applies only if the Company determines
that you are a “specified employee,” as defined in the regulations under Code Section 409A at the time of your “separation
from service,” as defined in Treasury Regulation Section 1.409A-1(h) and it is determined that settlement of these stock
units is not exempt from Code Section 409A. If this paragraph applies, and the event triggering settlement is your “separation
from service,” then any stock units that otherwise would have been settled during the first six months following your “separation
from service” will instead be settled on the first business day following the earlier of (i) the six-month anniversary of your
separation from service or (ii) your death.
Each installment of stock units that vests is
hereby designated as a separate payment for purposes of Code Section 409A. |
|
|
Nature of Units |
Your stock units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of common stock (or distribute cash) on a future date. As a holder of stock units, you have no rights other than the rights of a general creditor of the Company. |
|
|
No Voting Rights or Dividends |
Your stock units carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your stock units are settled by issuing shares of the Company’s common stock. |
|
|
Units Nontransferable |
You may not sell, transfer, assign, pledge or otherwise dispose of any stock units. For instance, you may not use your stock units as security for a loan. |
|
|
Beneficiary Designation |
You may dispose of your stock units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested stock units that you hold at the time of your death. |
Withholding Taxes |
No stock certificates (or their electronic equivalent)
or cash will be distributed to you unless you have made arrangements satisfactory to the Company for the payment of any withholding taxes
that are due as a result of the vesting or settlement of stock units. You may satisfy these withholding obligations by paying cash to
the Company. At the discretion of the Company, these arrangements may also include (a) payment from the proceeds of the sale of shares
through a Company-approved broker, (b) withholding shares of Company stock that otherwise would be issued to you when the stock units
are settled with a fair market value no greater than the minimum amount required to be withheld by law, (c) surrendering shares that
you previously acquired with a fair market value no greater than the minimum amount required to be withheld by law, or (d) withholding
cash from other compensation. The fair market value of withheld or surrendered shares, determined as of the date when taxes otherwise
would have been withheld in cash, will be applied to the withholding taxes.
To the extent you fail to make satisfactory arrangements
for the payment of any required withholding taxes, you will permanently forfeit the applicable stock units. |
|
|
Restrictions on Resale |
You agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. |
|
|
Retention Rights |
Your award or this Agreement does not give you the right to be retained by the Company, a Parent, Subsidiary, or an Affiliate in any capacity. The Company and its Parents, Subsidiaries, and Affiliates reserve the right to terminate your Service at any time, with or without cause. |
|
|
Adjustments |
In the event of a stock split, a stock dividend or a similar change in Company stock, the number of your stock units will be adjusted accordingly, as the Company may determine pursuant to the Plan. |
|
|
Effect of Significant Corporate Transactions |
If the Company is a party to a merger, consolidation, or certain change in control transactions, then your stock units will be subject to the applicable provisions of Article 9 of the Plan, provided that any action taken must either (a) preserve the exemption of your stock units from Code Section 409A or (b) comply with Code Section 409A. |
|
|
Recoupment Policy |
This award, and the shares acquired upon settlement of this award, shall be subject to any Company recoupment or clawback policy in effect from time to time. |
Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). |
|
|
The Plan and Other Agreements |
The text of the Plan is incorporated in this Agreement
by reference.
The Plan, this Agreement and the Notice of Stock
Unit Award constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or
negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties. |
By signing
the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
Natera, Inc.
2015 Equity Incentive Plan
Notice
of Vested Stock Award
You have been granted the following award of shares
of the common stock of Natera, Inc. (the “Company”):
Name of Recipient: |
|
|
|
Total Number of Shares Granted: |
|
|
|
Date of Grant: |
|
|
|
Vesting Schedule: |
All of the shares subject to this award are fully vested at all times. |
You and the Company agree that this award of shares
is granted under and governed by the terms and conditions of the Company’s 2015 Equity Incentive Plan (the “Plan”) and
the Vested Stock Agreement, both of which are attached to, and made a part of, this document.
You further agree to accept by email all documents
relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and
all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and
proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company
or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.
You further agree to comply with the Company’s
Insider Trading Policy when selling shares of the Company’s common stock.
Recipient |
|
Natera, Inc. |
|
|
|
|
|
By: |
|
|
|
Title: |
|
Natera, Inc.
2015 Equity Incentive Plan
Vested
Stock Agreement
Grant of Shares |
Subject to all of the terms and conditions set forth in the Notice of Vested Stock Award, this Vested Stock Agreement (the “Agreement”) and the Plan, the Company has granted you the total number of shares specified in the Notice of Vested Stock Award. |
Payment for Shares |
No payment is required for the shares that you are receiving. |
Vesting |
The shares subject to this award are fully vested at all times. |
Voting and Dividend Rights |
You will have all rights as a stockholder of the Company with respect to the shares subject to this award. The shares will be subject to adjustment in the event of a stock split, stock dividend or similar change in Company stock on the same terms and conditions as apply to other holders of the Company’s common stock. |
Stock Certificates |
A stock certificate for the shares will be released to a broker for your account. The Company will select the broker at its discretion. |
Taxes |
You will be required to pay all taxes that become due as a result of the grant of the shares. |
Restrictions on Resale |
You agree not to sell any shares at a time when applicable laws, the Company’s Insider Trading Policy or other policies, or any agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. |
No Retention Rights |
Neither this award nor this Agreement does not give you the right to be retained by the Company, a Parent, Subsidiary, or an Affiliate in any capacity. The Company and its Parents, Subsidiaries, and Affiliates reserve the right to terminate your Service at any time, with or without cause. |
Recoupment Policy |
The shares granted pursuant to this Agreement shall be subject to any Company recoupment or clawback policy in effect from time to time. |
Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). |
The Plan and Other Agreements |
The text of the Plan is incorporated in this Agreement
by reference.
The Plan, this Agreement and the Notice of Vested
Stock Award constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or
negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties. |
By signing
the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
v3.24.1.1.u2
Cover
|
Jun. 12, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
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Document Period End Date |
Jun. 12, 2024
|
Entity File Number |
001-37478
|
Entity Registrant Name |
Natera, Inc.
|
Entity Central Index Key |
0001604821
|
Entity Tax Identification Number |
01-0894487
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
13011 McCallen Pass
|
Entity Address, Address Line Two |
Building A, Suite 100
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Entity Address, City or Town |
Austin
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Entity Address, State or Province |
TX
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Entity Address, Postal Zip Code |
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