AGREEMENT TO GRANT OPTIONS Clause Samples

The "Agreement to Grant Options" clause establishes the commitment of one party, typically an employer or company, to provide stock options or similar rights to another party, such as an employee or contractor. This clause outlines the terms under which options will be granted, including eligibility, the number of options, and any conditions that must be met before the options are issued. Its core practical function is to formalize the promise of future equity participation, thereby incentivizing performance and aligning the interests of the recipient with those of the company.
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AGREEMENT TO GRANT OPTIONS. Employer hereby grants to Employee, effective the date of execution of this Agreement, an option to purchase 875,000 shares of Common Stock exercisable at the closing sale price of the Common Stock on the date of execution of this Agreement. The number of option shares granted herein shall be increased or decreased to the same extent that the outstanding shares of Common Stock of Employer are increased or decreased by any stock split occurring after the effective date of this Agreement. Such options shall vest over a period of five years, as provided for herein. On each of the first four anniversary dates of the effective date of this Agreement, ten percent (10%) of such options shall be vested and, on the fifth anniversary of the date of execution of this Agreement, the remaining sixty percent (60%) shall vest. All options granted hereunder will be exercisable for a period of five years after the last options are vested, regardless whether Employer subsequently voluntarily leaves the employment of Employer or is terminated with or without "Cause" (as hereinafter defined). Options will vest on each such anniversary date if Employee continues to be employed by Employer on such anniversary date. All non-vested options will vest immediately upon a "Change of Control" (as hereinafter defined). Employer will concurrently with execution of this Agreement prepare an Option Agreement incorporating these terms and such other standard terms as have been contained in prior options or warrants granted to Employee.
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AGREEMENT TO GRANT OPTIONS. The Company hereby grants the Option to you in consideration for your exchange of shares of common stock of Research Analysis Corporation for shares of Common Stock pursuant to the agreement by and among Research Analysis Corporation, you, Bruc▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇search Technology Analysis Corp., and the Company of even date herewith, and other good and valuable consideration, the receipt of which is hereby acknowledged.
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AGREEMENT TO GRANT OPTIONS. Subject to the last sentence of this Section 2.1, (a) on the first day that the Fair Market Value of the Common Stock is equal to or greater than $4.80 per share, the Employee will be automatically granted an Option hereunder to purchase One Hundred Fifty Thousand (150,000) shares of Common Stock at a price of $4.80 per share; and (b) on the first day that the Fair Market Value of the Common Stock is equal to or greater than $6.40 per share, the Employee will be automatically granted an Option hereunder to purchase One Hundred Fifty Thousand (150,000) shares of Common Stock at a price of $6.40 per share. In addition, if a Change in Control of the Company occurs which results in the shareholders of the Company receiving an amount per share of Common Stock equal to or greater than any of the per share amounts set forth in this Section 2.1, the corresponding Option will be automatically granted, and be exercisable in full pursuant to Section 4.3, immediately prior to the closing of the transaction resulting in such Change in Control. The date of grant of any such Option will be the first day that the Fair Market Value per share of Common Stock is equal to or greater than the related per share price set forth above or, if due to a Change in Control, on the date that the Company enters into a binding agreement that will result in a Change in Control or immediately prior to consummation of the Change in Control, whichever occurs first. Options shall be granted pursuant to this Section 2.2 if, and only if, (x) on the date of grant the Common Stock is (A) registered under Section 12 of the Exchange Act and (B) listed, admitted to unlisted trading privileges or reported on any national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the OTC Bulletin Board or the National Quotation Bureau, Inc. or (y) the grant of such Option is due to a Change in Control.
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AGREEMENT TO GRANT OPTIONS. In consideration of Aviron entering into the Collaboration Agreement with CSL, CSL agrees to grant to Aviron each of the following Options subject to, and with effect on and from, the satisfaction of the Relevant Condition Precedent in each case: (a) the option to subscribe for and be allotted [ * * * ] of the Option Securities at any time during the Application Period; (b) the further option to subscribe for and be allotted [ * * *] of the Option Securities at any time during the Acceptance Period; and (c) the further option to subscribe for and be allotted [ * * * ] of the Option Securities at any time during the Third Period; in accordance with this Agreement.
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AGREEMENT TO GRANT OPTIONS. 4 2.1 Agreement to grant Options ....................................... 4 2.2 Limitation ....................................................... 4 2.3
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Related to AGREEMENT TO GRANT OPTIONS

  • Stock Option Grants Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

  • 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 an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Agreement to Purchase The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis (but subject to the Seller's proposed sale of servicing as provided in Section 2 and the Seller acting as a sub-servicer of the Master Servicer pursuant to a sub-servicing agreement between the Seller and the Master Servicer), the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $65,893,090. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 14), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 14).

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.