Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of 360,000 shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 per share, at the price of $3.69 per share (the “Option”), upon and subject to the following terms and conditions: (a) The Option may be exercised before April 28, 2020 (the "Expiration Date") and, within such period, only at the following times and in the following amounts: (i) After the expiration of one (1) year from the date of this Agreement, the Option may be exercised to the extent of up to TWENTY-FIVE (25%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof; (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to FIFTY (50%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof; (iii) After the expiration of three (3) years from the date of this Agreement, the Option may be exercised to the extent of up to SEVENTY-FIVE (75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof ; and (iv) After the expiration of four (4) years from the date of this Agreement, the Option may be exercised to the extent of ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof. (v) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the right to exercise any such vested Options unless the closing market price of the Common Stock on the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to the date of exercise. (b) The Option shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unless, at all times since May 3, 2010, and at the time of exercise, such Optionee is an employee of or providing services to the Company, any parent corporation of the Company or any Subsidiary or Affiliate, except: (i) Upon termination of all such employment or provision of services (other than by death, Total Disability, or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable on the date of such termination pursuant to Section 1(a); (ii) Upon termination of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only to the extent such Option is exercisable on the date of such termination pursuant to Section 1(a); and (iii) In the event of the death of the Optionee (x) while an employee of or providing services to the Company, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a). (c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock. (d) Each exercise of the Option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stock. The option price shall be payable in United States dollars (i) cash, or (ii) check, or (iii) other shares of the Company’s Common Stock which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Plan. (e) In the event of each exercise of the Option, the Company shall deliver to the Optionee, personally or at his designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased. (f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended. (g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Nu Horizons Electronics Corp)
Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of 360,000 ___________(_____) shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 .10 per share, at the price of $3.69 13.625 per share (the “Option”)share, upon and subject to the following terms and conditions:
(a) The Option within option may be exercised on or before April 28February 24, 2020 2009 (the "Expiration Date") and, within such period, only at the following times and in the following amounts:
(i) After the expiration of six (6) months from the date of this Agreement, the option may be exercised to the extent of not more than THIRTY-THREE AND ONE-THIRD (33 1/3%) PERCENT of the shares granted in Paragraph 1 hereof;
(ii) After the expiration of one (1) year from the date of this Agreement, the Option option may be exercised to the extent of up to TWENTYnot more than SIXTY-FIVE SIX AND TWO-THIRDS (2566 2/3%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;; and
(iiiii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to FIFTY (50%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(iii) After the expiration of three (3) years from the date of this Agreement, the Option may be exercised to the extent of up to SEVENTY-FIVE (75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof ; and
(iv) After the expiration of four (4) years from the date of this Agreement, the Option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof.
(vb) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the The right to exercise any such vested Options unless set forth in Paragraph 1(a)(i), (ii) and (iii) shall be accelerated providing for immediate exercise, in the closing market price event of a change in control of the Common Stock on the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to the date of exerciseCompany.
(b1) The Option shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unlessFor purposes of this Agreement, at all times since May 3, 2010, and at the time a change in control of exercise, such Optionee is an employee of or providing services to the Company, or in any parent corporation of person directly or indirectly controlling the Company or any Subsidiary or AffiliateCompany, exceptshall mean:
(i) Upon termination a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of all 1934; or
(ii) if any "person" (as such employment or provision term is used in Section 13(d) and 14(d) of services (the Exchange Act) other than by death, Total Disability, the Company or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or
(iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such termination pursuant period constitute the Board of Directors, cease for any reason to Section 1(a);constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or
(ii) Upon termination a majority of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only Board of Directors in office immediately prior to the extent event or events resulting in the change of control determine that such Option change is exercisable not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the date party seeking to acquire control of such termination pursuant to Section 1(a)the Company; and
(iii) In it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the death of shares which may be purchased under the Optionee (x) while an employee of or providing services to the Companyoption, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise purchase such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shares shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a).completely lapse;
(c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock.
(d) Each exercise of the Option within option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), Secretary) of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stockshares. The option price shall be payable in United States dollars (i) in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, or (ii) checkthe Optionee may, or (iii) other with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company’s 's Common Stock which have owned by him and having a Fair Market Value on fair market value (as determined by the date Board of surrender Directors in its absolute discretion) equal to the aggregate cash exercise price of (or the Shares as balance thereof) applicable to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Planhis option.
(ed) In the event of each exercise of the Optionwithin option, the Company shall deliver to the Optionee, personally or at his the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.
(f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
(g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract
Grant and Exercise of Option. The Company hereby grants to Optionee -------------------------------- an option to purchase a total of 360,000 [AMOUNT IN WORDS] [AMOUNT IN NUMBERS] shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 .10 per share, at the price of $3.69 8.55 per share (the “Option”)share, upon and subject to the following terms and conditions:
(a) The Option within option may be exercised on or before April 28June 19, 2020 2015 (the "Expiration Date") and, within such period, only at the following times and in the following amounts:
(i) After the expiration of one (1) year from the date of this Agreement, the Option option may be exercised to the extent of up to not more than TWENTY-FIVE (25FIVE(25%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to FIFTY (50the extent of not more than FIFTY(50%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(iii) After the expiration of three (3three(3) years from the date of this Agreement, the Option option may be exercised to the extent of up to not more than SEVENTY-FIVE (75FIVE(75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof hereof; and
(iv) After the expiration of four (4) years from the date of this Agreement, the Option option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof.
(vb) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the The right to exercise any such vested Options unless set forth in Paragraph 1(a)(i), (ii),(iii) and (iv) shall, at the closing market price option of the Common Stock on Board of Directors, be accelerated to provide for immediate exercise in the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to event of a change in control of the date of exerciseCompany.
(b1) The Option shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unlessFor purposes of this Agreement, at all times since May 3, 2010, and at the time a change in control of exercise, such Optionee is an employee of or providing services to the Company, or in any parent corporation of person directly or indirectly controlling the Company or any Subsidiary or AffiliateCompany, exceptshall mean:
(i) Upon termination a change in control as such term is presently defined in Regulation 240.12b-under the Securities and Exchange Act of all 1934; or
(ii) if any "person" (as such employment or provision term is used in Section 13(d) and 14(d) of services (the Exchange Act) other than by death, Total Disability, the Company or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or
(iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such termination pursuant period constitute the Board of Directors, cease for any reason to Section 1(a);constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or
(ii) Upon termination a majority of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only Board of Directors in office immediately prior to the extent event or events resulting in the change of control determine that such Option change is exercisable not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the date party seeking to acquire control of such termination pursuant to Section 1(a)the Company; and
(iii) In it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the death of shares which may be purchased under the Optionee (x) while an employee of or providing services to the Companyoption, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise purchase such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shares shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a).completely lapse;
(c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock.
(d) Each exercise of the Option within option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), Secretary) of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stockshares. The option price shall be payable in United States dollars (i) in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, or (ii) checkthe Optionee may, or (iii) other with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company’s 's Common Stock which have owned by him and having a Fair Market Value on fair market value (as determined by the date Board of surrender Directors in its absolute discretion) equal to the aggregate cash exercise price of (or the Shares as balance thereof) applicable to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Planhis option.
(ed) In the event of each exercise of the Optionwithin option, the Company shall deliver to the Optionee, personally or at his the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.
(f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
(g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract
Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of 360,000 ________________________________ (_______) shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 .10 per share, at the price of $3.69 4.00 per share (the “Option”)share, upon and subject to the following terms and conditions:
(a) The Option within option may be exercised on or before April 28March 18, 2020 2001 (the "Expiration Date") and, within such period, only at the following times and in the following amounts:
(i) After the expiration of one (1) year from the date Effective Date (as hereinafter defined) of this Agreement, the Option option may be exercised to the extent of up to TWENTYnot more than THIRTY-FIVE THREE and ONE-THIRD (2533 1/3%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(ii) After the expiration of two (2) years from the date Effective Date of this Agreement, the option may be exercised for up to FIFTY the extent of not more than SIXTY-SIX AND TWO-THIRD (5066 2/3%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(iii) After the expiration of three (3) years from the date Effective Date of this Agreement, the Option option may be exercised to the extent of up to SEVENTY-FIVE (75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof ; and
(iv) After the expiration of four (4) years from the date of this Agreement, the Option may be exercised to the extent of for ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof.
(v) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the right to exercise any such vested Options unless the closing market price of the Common Stock on the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to the date of exercise.;
(b) The Option right to exercise set forth in Paragraph 1(a)(i), (ii) and (iii) shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unless, at all times since May 3, 2010, and at the time of accelerated providing for immediate exercise, such Optionee is an employee in the event of or providing services to a change in control of the Company.
(1) For purposes of this Agreement, a change in control of the Company, or in any parent corporation of person directly or indirectly controlling the Company or any Subsidiary or AffiliateCompany, exceptshall mean:
(i) Upon termination a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of all 1934; or
(ii) if any "person" (as such employment or provision term is used in Section 13(d) and 14(d) of services (the Exchange Act) other than by death, Total Disability, the Company or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or
(iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such termination pursuant period constitute the Board of Directors, cease for any reason to Section 1(a);constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change f control determine that such change is in the best interests of the Company; or
(ii) Upon termination a majority of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only Board of Directors in office immediately prior to the extent event or events resulting in the change of control determine that such Option change is exercisable not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the date party seeking to acquire control of such termination pursuant to Section 1(a)the Company; and
(iii) In it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the death of shares which may be purchased under the Optionee (x) while an employee of or providing services to the Companyoption, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise purchase such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shares shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a).completely lapse;
(c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock.
(d) Each exercise of the Option within option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), Secretary) of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stockshares. The option price shall be payable in United States dollars (i) in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, or (ii) checkan optionee may, or (iii) other with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company’s 's Common Stock which have owned by him and having a Fair Market Value on fair market value (as determined by the date Board of surrender Directors in its absolute discretion) equal to the aggregate cash exercise price of (or the Shares as balance thereof) applicable to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Planhis option.
(ed) In the event of each exercise of the Optionwithin option, the Company shall deliver to the Optionee, personally or at his the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.
(f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
(g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract
Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of 360,000 ___________(_____) shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 .10 per share, at the price of $3.69 8.10 per share (the “Option”)share, upon and subject to the following terms and conditions:
(a) The Option within option may be exercised on or before April 28August 12, 2020 (the 2013(the "Expiration Date") and, within such period, only at the following times and in the following amounts:
(i) After the expiration of one (1) year from the date of this Agreement, the Option option may be exercised to the extent of up to not more than TWENTY-FIVE (25FIVE(25%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to FIFTY (50the extent of not more than FIFTY(50%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(iii) After the expiration of three (3three(3) years from the date of this Agreement, the Option option may be exercised to the extent of up to not more than SEVENTY-FIVE (75FIVE(75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof hereof; and
(iv) After the expiration of four (4) years from the date of this Agreement, the Option option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof.
(vb) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the The right to exercise any such vested Options unless set forth in Paragraph 1(a)(i), (ii),(iii) and (iv) shall , at the closing market price option of the Common Stock on Board of Directors, be accelerated to provide for immediate exercise, in the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to event of a change in control of the date of exerciseCompany.
(b1) The Option shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unlessFor purposes of this Agreement, at all times since May 3, 2010, and at the time a change in control of exercise, such Optionee is an employee of or providing services to the Company, or in any parent corporation of person directly or indirectly controlling the Company or any Subsidiary or AffiliateCompany, exceptshall mean:
(i) Upon termination a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of all 1934; or
(ii) if any "person" (as such employment or provision term is used in Section 13(d) and 14(d) of services (the Exchange Act) other than by death, Total Disability, the Company or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or
(iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such termination pursuant period constitute the Board of Directors, cease for any reason to Section 1(a);constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or
(ii) Upon termination a majority of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only Board of Directors in office immediately prior to the extent event or events resulting in the change of control determine that such Option change is exercisable not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the date party seeking to acquire control of such termination pursuant to Section 1(a)the Company; and
(iii) In it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the death of shares which may be purchased under the Optionee (x) while an employee of or providing services to the Companyoption, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise purchase such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shares shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a).completely lapse;
(c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock.
(d) Each exercise of the Option within option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), Secretary) of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stockshares. The option price shall be payable in United States dollars (i) in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, or (ii) checkthe Optionee may, or (iii) other with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company’s 's Common Stock which have owned by him and having a Fair Market Value on fair market value (as determined by the date Board of surrender Directors in its absolute discretion) equal to the aggregate cash exercise price of (or the Shares as balance thereof) applicable to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Planhis option.
(ed) In the event of each exercise of the Optionwithin option, the Company shall deliver to the Optionee, personally or at his the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.
(f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
(g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract
Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of 360,000 _________(_____)shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 .10 per share, at the price of $3.69 11.625 per share (the “Option”)share, upon and subject to the following terms and conditions:
(a) The Option within option may be exercised on or before April 28February 24, 2020 2009 (the "Expiration Date") and, within such period, only at the following times and in the following amounts:
(i) After the expiration of one (1) year from the date of this Agreement, the Option option may be exercised to the extent of up to TWENTY-FIVE not more than FIFTY (2550%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;; and
(ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to FIFTY (50%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(iii) After the expiration of three (3) years from the date of this Agreement, the Option may be exercised to the extent of up to SEVENTY-FIVE (75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof ; and
(iv) After the expiration of four (4) years from the date of this Agreement, the Option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof.
(vb) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the The right to exercise any such vested Options unless set forth in Paragraph 1(a)(i), and (ii) shall be accelerated providing for immediate exercise, in the closing market price event of a change in control of the Common Stock on the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to the date of exerciseCompany.
(b1) The Option shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unlessFor purposes of this Agreement, at all times since May 3, 2010, and at the time a change in control of exercise, such Optionee is an employee of or providing services to the Company, or in any parent corporation of person directly or indirectly controlling the Company or any Subsidiary or AffiliateCompany, exceptshall mean:
(i) Upon termination a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of all 1934; or
(ii) if any "person" (as such employment or provision term is used in Section 13(d) and 14(d) of services (the Exchange Act) other than by death, Total Disability, the Company or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or
(iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such termination pursuant period constitute the Board of Directors, cease for any reason to Section 1(a);constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or
(ii) Upon termination a majority of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only Board of Directors in office immediately prior to the extent event or events resulting in the change of control determine that such Option change is exercisable not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the date party seeking to acquire control of such termination pursuant to Section 1(a)the Company; and
(iii) In it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the death of shares which may be purchased under the Optionee (x) while an employee of or providing services to the Companyoption, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise purchase such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shares shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a).completely lapse;
(c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock.
(d) Each exercise of the Option within option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), Secretary) of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stockshares. The option price shall be payable in United States dollars (i) in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, or (ii) checkthe Optionee may, or (iii) other with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company’s 's Common Stock which have owned by him and having a Fair Market Value on fair market value (as determined by the date Board of surrender Directors in its absolute discretion) equal to the aggregate cash exercise price of (or the Shares as balance thereof) applicable to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Planhis option.
(ed) In the event of each exercise of the Optionwithin option, the Company shall deliver to the Optionee, personally or at his the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.
(f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
(g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract
Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of 360,000 _________(_____)shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 .10 per share, at the price of $3.69 ____ per share (the “Option”)share, upon and subject to the following terms and conditions:
(a) The Option within option may be exercised on or before April 28September __, 2020 2013 (the "Expiration Date") and, within such period, only at the following times and in the following amounts:
(i) After the expiration of one (1) year from the date of this Agreement, the Option option may be exercised to the extent of up to not more than TWENTY-FIVE (25FIVE(25%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to FIFTY (50the extent of not more than FIFTY(50%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(iii) After the expiration of three (3three(3) years from the date of this Agreement, the Option option may be exercised to the extent of up to not more than SEVENTY-FIVE (75FIVE(75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof hereof; and
(iv) After the expiration of four (4) years from the date of this Agreement, the Option option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof.
(vb) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the The right to exercise any such vested Options unless set forth in Paragraph 1(a)(i),(ii), (iii) and (iv) shall, at the closing market price option of the Common Stock on Board of Directors, be accelerated to provide for immediate exercise in the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to event of a change in control of the date of exerciseCompany.
(b1) The Option shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unlessFor purposes of this Agreement, at all times since May 3, 2010, and at the time a change in control of exercise, such Optionee is an employee of or providing services to the Company, or in any parent corporation of person directly or indirectly controlling the Company or any Subsidiary or AffiliateCompany, exceptshall mean:
(i) Upon termination a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of all 1934; or
(ii) if any "person" (as such employment or provision term is used in Section 13(d) and 14(d) of services (the Exchange Act) other than by death, Total Disability, the Company or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or
(iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such termination pursuant period constitute the Board of Directors, cease for any reason to Section 1(a);constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or
(ii) Upon termination a majority of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only Board of Directors in office immediately prior to the extent event or events resulting in the change of control determine that such Option change is exercisable not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the date party seeking to acquire control of such termination pursuant to Section 1(a)the Company; and
(iii) In it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the death of shares which may be purchased under the Optionee (x) while an employee of or providing services to the Companyoption, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise purchase such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shares shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a).completely lapse;
(c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock.
(d) Each exercise of the Option within option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), Secretary) of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stockshares. The option price shall be payable in United States dollars (i) in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, or (ii) checkthe Optionee may, or (iii) other with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company’s 's Common Stock which have owned by him and having a Fair Market Value on fair market value (as determined by the date Board of surrender Directors in its absolute discretion) equal to the aggregate cash exercise price of (or the Shares as balance thereof) applicable to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Planhis option.
(ed) In the event of each exercise of the Optionwithin option, the Company shall deliver to the Optionee, personally or at his the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.
(f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
(g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract
Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of 360,000 _________(_____)shares of the authorized and unissued Common Stock of the Company, having a par value of $.0066 .01 per share, at the price of $3.69 14.77 per share (the “Option”)share, upon and subject to the following terms and conditions:
(a) The Option within option may be exercised on or before April 28November 3, 2020 2015 (the "Expiration Date") and, within such period, only at the following times and in the following amounts:
(i) After the expiration of one (1) year from the date of this Agreement, the Option option may be exercised to the extent of up to TWENTYnot more than THIRTY-FIVE THREE AND ONE-THIRD (2533 1/3%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to FIFTY the extent of not more than SIXTY-SIX AND TWO-THIRDS (5066 2/3%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof;
(iii) After the expiration of three (3three(3) years from the date of this Agreement, the Option option may be exercised to the extent of up to SEVENTY-FIVE (75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof ; and
(iv) After the expiration of four (4) years from the date of this Agreement, the Option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof.
(vb) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the The right to exercise any such vested Options unless set forth in Paragraph 1(a)(i), (ii) and (iii) shall, at the closing market price option of the Common Stock on Board of Directors, be accelerated to provide for immediate exercise in the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to event of a change in control of the date of exerciseCompany.
(b1) The Option shall be exercisable during the Optionee's lifetime only by the Optionee and shall not be exercisable by the Optionee unlessFor purposes of this Agreement, at all times since May 3, 2010, and at the time a change in control of exercise, such Optionee is an employee of or providing services to the Company, or in any parent corporation of person directly or indirectly controlling the Company or any Subsidiary or AffiliateCompany, exceptshall mean:
(i) Upon termination a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of all 1934; or
(ii) if any Aperson@ (as such employment or provision term is used in Section 13(d) and 14(d) of services (the Exchange Act) other than by death, Total Disability, the Company or by Total Disability followed by death in the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable Aperson@ who on the date of this Agreement is a director or officer of the Company, becomes the Abeneficial owner@ (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty (20%) percent of the voting power of the Company=s then outstanding securities; or
(iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such termination pursuant period constitute the Board of Directors, cease for any reason to Section 1(a);constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or
(ii) Upon termination a majority of all such employment by Total Disability, the Optionee may exercise the Option at any time within three years thereafter, but only Board of Directors in office immediately prior to the extent event or events resulting in the change of control determine that such Option change is exercisable not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the date party seeking to acquire control of such termination pursuant to Section 1(a)the Company; and
(iii) In it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the death of shares which may be purchased under the Optionee (x) while an employee of or providing services to the Companyoption, any parent corporation of the Company or any Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise purchase such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shares shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of such termination of employment pursuant to Section 1(a).completely lapse;
(c) In the event of a Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the Option not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of Common Stock then purchasable under the Option over the aggregate purchase price for such shares of Common Stock.
(d) Each exercise of the Option within option shall be by delivery to the Company, at its then principal office (attention of the Treasurer), Secretary) of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such shares of Common Stockshares. The option price shall be payable in United States dollars (i) in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, or (ii) checkthe Optionee may, or (iii) other with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company’s 's Common Stock which have owned by him and having a Fair Market Value on fair market value (as determined by the date Board of surrender Directors in its absolute discretion) equal to the aggregate cash exercise price of (or the Shares as balance thereof) applicable to which said Option shall be exercised, or (iv) consideration received by the Company under any cashless exercise program implemented by the Company in connection with the Planhis option.
(ed) In the event of each exercise of the Optionwithin option, the Company shall deliver to the Optionee, personally or at his the Optionee=s designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.
(f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
(g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.
Appears in 1 contract