Additional Equity Compensation. (1) The Corporation shall grant to the Executive (i) 400,000 shares of outstanding shares of Corporation common stock that shall be subject to a lapsing right of forfeiture which right shall lapse 1/12th per month over the 12 month period beginning with the Commencement Date ("Restricted Stock"), (ii) an option to purchase 2,000,000 of the outstanding shares of the Corporation's common stock which will have an exercise equal to twenty cents ($0.20) per share; and (iii) 1,500,000 of the outstanding shares of the Corporation's common stock, which will have an exercise price equal to fifty cents ($0.50) per share. The grants in (ii) and (iii) are referred to collectively herein as the "Option" or "Options." The parties hereto agree and understand that the Corporation is consummating a merger between the Corporation and Ener1 Acquisition Corporation (the "Merger") and filing a registration statement on Form S-1 with the Securities Exchange Commission and that, on the date the Merger is consummated (the "Issue Date"), a stock split may occur. All references to shares and options in this Agreement assume that the Merger will be consummated and the registration completed and that as a result 100,000,000 shares are issued and outstanding. If for any reason (including without limitation the failure of the Corporation to consummate the Merger or complete the filing) the number of issued and outstanding shares is not 100,000,000, the number of shares underlying the Restricted Stock grant and the Option (along with each Option's exercise price),shall be adjusted accordingly and in accordance with the provisions of subsection (e)(4) herein. The Corporation shall issue the Restricted Stock and the Options as soon as reasonably practicable after the Commencement Date, but in no event later than the earliest to occur of the Issue Date or the date on which the Merger is terminated. For purposes of clarification and to diminish doubt, the granting of Restricted Stock or Options hereunder are not conditioned upon the consummation of the Merger or the successful filing of the S-1 and such grants shall be made by the Corporation (in accordance with the terms hereof) whether or not such Merger is consummated or the S-1 completed. (2) The Option issued pursuant to subsection (e)(1)(ii) shall vest 1/36th per month from the Commencement Date. The Option issued pursuant to subsection (e)(1)(iii) shall 100% vest on the first to occur of the Corporation achieving cumulative sales revenues of $50,000,000 or the fifth anniversary of the Commencement Date. (3) Notwithstanding anything contained herein to the contrary, the right of forfeiture on the Restricted Stock shall 100% lapse (vest) and 100% of the then remaining unvested shares subject to the Option will automatically vest upon the occurrence of a Change of Control (as defined at Section 3). (4) Except as specifically provided herein, the Option granted pursuant to subsection 2(e)(1)(ii) above will be granted subject to the terms, definitions and provisions of the Splinex Technology Inc. 2004 Stock Option Plan (the "Option Plan"), and to the extent permissible under Section 422 of United States Internal Revenue Code and to t▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Executive and the Board, shall be incentive stock options. The Restricted Stock and all Options granted hereunder shall be also granted pursuant to a restricted stock or stock option agreement mutually agreeable to Executive and the Board. All Restricted Stock and Options issued under this Agreement shall be adjusted for mergers, stock splits, stock spin-offs, reverse stock splits and similar events. All shares subject to issued Restricted Stock or Options granted hereunder will have customary piggyback registration rights to be registered at the time the Corporation registers shares pursuant to the Option Plan and tag-along rights.
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Additional Equity Compensation. (1) The Corporation shall grant to the Executive (i) 400,000 250,000 shares of outstanding shares of Corporation common stock that shall be subject to a lapsing right of forfeiture which right shall lapse 1/12th 1/4 on the first anniversary of the Commencement Date and the remainder 1/36th per month over from the 12 month period beginning with first anniversary of the Commencement Date ("“Restricted Stock"”), (ii) an option to purchase 2,000,000 1,000,000 of the outstanding shares of the Corporation's ’s common stock which will have an exercise price equal to twenty cents ($0.20) per share; , and (iii) 1,500,000 if the Corporation does not fund Project Morgaine by the first anniversary of the Commencement Date, an option to purchase 750,000 of the outstanding shares of the Corporation's ’s common stock, stock which will have an exercise price equal to fifty cents ($0.50) per sharethe fair market value on the date of grant. The grants in (ii) and (iii) are referred to collectively herein as the "“Option" ” or "“Options." ” The parties hereto agree and understand that the Corporation is consummating a merger between the Corporation and Ener1 Acquisition Corporation (the "“Merger"”) and filing a registration statement on Form S-1 with the Securities Exchange Commission and that, on the date the Merger is consummated (the "“Issue Date"”), a stock split may occur. All references to shares and options in this Agreement assume that the Merger will be consummated and the registration completed and that as a result 100,000,000 shares are issued and outstanding. If for any reason (including without limitation the failure of the Corporation to consummate the Merger or complete the filing) the number of issued and outstanding shares is not 100,000,000, the number of shares underlying the Restricted Stock grant and the Option (along with each Option's ’s exercise price),shall price), shall be adjusted accordingly and in accordance with the provisions of subsection (e)(4) herein. The Corporation shall issue the Restricted Stock and the Options as soon as reasonably practicable after the Commencement DateDate or the first anniversary of the Commencement Date for those Options that may be issued pursuant to (e)(1)(iii) above, but in no event later than the earliest to occur of the Issue Date or the date on which the Merger is terminated. For purposes of clarification and to diminish doubt, the granting of Restricted Stock or Options hereunder are not conditioned upon the consummation of the Merger or the successful filing of the S-1 and such grants shall be made by the Corporation (in accordance with the terms hereof) whether or not such Merger is consummated or the S-1 completed.
(2) The Option issued pursuant to subsection (e)(1)(ii1)(ii) above shall vest 1/4 on the first anniversary of the Commencement Date and the remainder 1/36th per month from the first anniversary of the Commencement Date. The Option issued pursuant to subsection (e)(1)(iii1)(iii) above shall 100% vest 1/3 on the first to occur of the Corporation achieving cumulative sales revenues of $50,000,000 or the fifth each anniversary of the Commencement Dateissuance of such Option.
(3) Notwithstanding anything contained herein to the contrary, the right of forfeiture on the Restricted Stock shall 100% lapse (vest) and 100% of the then remaining unvested shares subject to the Option will automatically vest upon 90 days after the occurrence of a Change of Control (as defined at Section 3), provided, this Agreement is still in effect.
(4) Except as specifically provided herein, the Option Options granted pursuant to subsection 2(e)(1)(ii) above this Agreement will be granted subject to the terms, definitions definitions, and provisions of the Splinex Technology Inc. 2004 Stock Option Plan (the "“Option Plan"”), and to the extent permissible under Section 422 of United States Internal Revenue Code and to t▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Executive and the Board, shall be incentive stock optionsInternal Revenue Code. The Restricted Stock and all Options granted hereunder shall be also granted pursuant to a restricted stock or stock option agreement mutually agreeable to Executive and the Board. All Restricted Stock and Options issued under this Agreement shall be adjusted for mergers, stock splits, stock spin-offs, reverse stock splits splits, and similar events. All shares subject to issued Restricted Stock or Options granted hereunder will have customary piggyback registration rights to be registered at the time the Corporation registers shares pursuant to the Option Plan and tag-along rights.
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