GRANTING OF STOCK OPTIONS. (a) Only key Employees shall be eligible to receive Stock Options under the Plan. Directors of the Company who are not also Employees shall not be eligible for Stock Options. (b) The purchase price of each share of Stock subject to an Incentive Stock Option shall be at least 100% of the Fair Market Value of a share of the Stock on the Granting Date. (c) The purchase price of each share of Stock subject to a Nonqualified Stock Option shall be 100% of the Fair Market Value of a share of the Stock on the Granting Date, or such other price either greater than or less than the Fair Market Value (but in no event less than the par value of the Stock) as the Committee shall determine appropriate to the purposes of the Plan and to the Company's total compensation program. (d) The Committee shall determine and designate from time to time those key Employees who are to be granted Stock Options and whether the particular Stock Options are to be Incentive Stock Options or Nonqualified Stock Options, and shall also specify the number of shares covered by and the exercise price per share of each Stock Option. (e) The aggregate fair market value (determined at the time the option is granted) of the Stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all such plans of the individual's employer corporation and its parent and subsidiary corporations) shall not exceed $100,000. (f) A Stock Option shall be exercisable during such period or periods and in such installments as shall be fixed by the Committee at the time the option is granted or in any amendment thereto; but each Stock Option shall expire not later than ten years from the Granting Date. (g) The Committee shall have the authority to grant both transferable Stock Options and nontransferable Stock Options, and to amend outstanding nontransferable Stock Options to provide for transferability. Each nontransferable Stock Option shall provide by its terms that it is not transferable otherwise than by will or the laws of descent and distribution and is exercisable, during the Grantee's lifetime, only by the Grantee. Each transferable Stock Option may provide for such limitations on transferability and exercisability as the Committee may designate at the time a Stock Option is granted or is otherwise amended to provide for transferability. Subject to the foregoing, a permitted transferee shall be entitled to exercise a Stock Option at such times and to the extent that the Stock Option would otherwise be exercisable by the Grantee, or by the Grantee's executors, administrators and successors pursuant to Section 8. (h) Stock Options may be granted to an Employee who has previously received Stock Options or other options whether such prior Stock Options or other options are still outstanding, have previously been exercised or surrendered in whole or in part, or are canceled in connection with the grant of new Stock Options. (i) Subject to adjustment pursuant to Section 9, the aggregate number of shares of Stock subject to Stock Options granted to an Employee under the Plan during any calendar year shall not exceed 300,000 shares (prior to giving effect to the two-for-one split of the Stock in August 1996).
Appears in 1 contract
Sources: Annual Report
GRANTING OF STOCK OPTIONS. (a) Only key Employees shall be eligible to receive Stock Options under the Plan. Directors of the Company who are not also Employees shall not be eligible for Stock Options.
(b) The purchase price of each share of Stock subject to an Incentive Stock Option or a Nonqualified Stock Option shall be at least 100% of the Fair Market Value of a share of the Stock on the Granting Date.
(c) The purchase price of each share of Stock subject to a Nonqualified Stock Option shall be 100% of the Fair Market Value of a share of the Stock on the Granting Date, or such other price either greater than or less than the Fair Market Value (but in no event less than the par value of the Stock) as the Committee shall determine appropriate to the purposes of the Plan and to the Company's total compensation program.
(d) The Committee shall determine and designate from time to time those key Employees who are to be granted Stock Options and whether the particular Stock Options are to be Incentive Stock Options or Nonqualified Stock Options, and shall also specify the number of shares covered by and the exercise price per share of each Stock Option.
(ed) The aggregate fair market value (determined at the time the option is granted) of the Stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all such plans of the individual's employer corporation and its parent and subsidiary corporations) shall not exceed $100,000.
(fe) A Stock Option shall be exercisable during such period or periods and in such installments as shall be fixed by the Committee at the time the option Stock Option is granted or in any amendment thereto; but each Stock Option shall expire not later than ten years from the Granting Date.
(gf) The Committee shall have the authority to grant both transferable Stock Options and nontransferable Stock Options, and to amend outstanding nontransferable Stock Options to provide for transferability. Each nontransferable Stock Option shall provide by its terms that it is not transferable otherwise than by will or the laws of descent and distribution and is exercisable, during the Grantee's lifetime, only by the Grantee. Each transferable Stock Option may provide for such limitations on transferability and exercisability as the Committee may designate at the time a Stock Option is granted or is otherwise amended to provide for transferability. Subject to the foregoing, a permitted transferee shall be entitled to exercise a Stock Option at such times and to the extent that the Stock Option would otherwise be exercisable by the Grantee, or by the Grantee's executors, administrators and successors pursuant to Section 8.
(g) The Committee may establish procedures whereby Employees may elect to defer the receipt of shares upon exercise of any Nonqualified Stock Option, for a specified period of time or until a specified future event.
(h) Stock Options may be granted to an Employee who has previously received Stock Options or other options whether such prior Stock Options or other options are still outstanding, have previously been exercised or surrendered in whole or in part, or are canceled in connection with the grant of new Stock Options.
(i) Subject to adjustment pursuant to Section 9, the aggregate number of shares of Stock subject to Stock Options granted to an Employee under the Plan during any calendar year shall not exceed 300,000 shares (prior to giving effect to the two-for-one split of the Stock in August 1996)200,000 shares.
Appears in 1 contract
Sources: Registration Statement
GRANTING OF STOCK OPTIONS. (a) Only key Employees Subject to the terms and -------------------------- conditions of the CGX 1998 Employee Equity Plan (the "Plan") (a copy of which Plan shall be eligible provided to receive Employee) and to the vesting requirements, forfeiture provisions and other terms and conditions set forth on the form of Incentive Stock Option Certificate, the form of which is attached hereto, and as an inducement to entering into this Agreement, Employer hereby grants to Employee stock options equal to 40,000 shares at the option price and on the vesting schedule specified on the attached form of Incentive Stock Option Certificate ("Incentive Stock Options"). Such Incentive Stock Options shall be in addition to and separate from all other stock options previously granted to Employee under the Plan. Directors of the Company who are not also Employees shall not be eligible for Stock Options.
(b) The purchase price of each share of Stock subject to an Notwithstanding the vesting schedule set forth on the Incentive Stock Option shall be at least 100% Certificate for options granted pursuant to subparagraph 4(a) above, but otherwise subject to the terms and conditions of the Fair Market Value of a share CGX 1998 Employee Equity Plan and to the forfeiture provisions and other terms and conditions set forth on the such Incentive Stock Option Certificate, if, prior to any of the vesting dates set forth in such Incentive Stock on Option Certificate, a merger, acquisition, or a sale of substantially all of Employer's assets occurs that results in a change of ownership control of Employer from current majority ownership control and the Granting Dateremoval of any two of the following three members of current management, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, then the vesting of all of Employee's Incentive Stock Options and all other stock options granted to Employee under the Plan shall immediately accelerate and become exerciseable as of one day prior to the effective date of such merger, acquisition, or sale.
(c) The purchase price of each share of Notwithstanding the vesting schedule set forth on the Incentive Stock Option Certificate for options granted pursuant to subparagraph 4(a) above, but otherwise subject to a Nonqualified Stock Option shall be 100% the terms and conditions of the Fair Market Value of a share of the Stock on the Granting Date, or such other price either greater than or less than the Fair Market Value (but in no event less than the par value of the Stock) as the Committee shall determine appropriate to the purposes of the CGX 1998 Employee Equity Plan and to the Company's total compensation program.
(d) The Committee shall determine forfeiture provisions and designate from time to time those key Employees who are to be granted Stock Options other terms and whether conditions set forth on the particular Stock Options are to be such Incentive Stock Options Option Certificate, if Employee's employment ceases, except for a termination for "good cause" as provided in Article 5, on a date two years or Nonqualified Stock Options, and shall also specify later after the number date of shares covered by and this Agreement but prior to the exercise price per share of each Stock Option.
(e) The aggregate fair market value (determined at the time the option is granted) of the Stock with respect to which final vesting date provided for in such Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all such plans of the individual's employer corporation and its parent and subsidiary corporations) shall not exceed $100,000.
(f) A Stock Option shall be exercisable during such period or periods and in such installments as shall be fixed by the Committee at the time the option is granted or in any amendment thereto; but each Stock Option shall expire not later than ten years from the Granting Date.
(g) The Committee shall have the authority to grant both transferable Stock Options and nontransferable Stock OptionsCertificate, and to amend outstanding nontransferable Stock Options to provide for transferability. Each nontransferable Stock Option shall provide by its terms that it is not transferable otherwise than by will or the laws of descent and distribution and is exercisable, during the Grantee's lifetime, only by the Grantee. Each transferable Stock Option may provide for such limitations on transferability and exercisability as the Committee may designate at the time a Stock Option is granted or is otherwise amended to provide for transferability. Subject to the foregoing, a permitted transferee shall be entitled to exercise a Stock Option at such times and to the extent that the Stock Option would otherwise be exercisable by the Grantee, or by the Grantee's executors, administrators and successors pursuant to Section 8.
(h) Stock Options may be granted to an Employee who has previously received Stock Options or other options whether such prior Stock Options or other options are still outstanding, have previously been exercised or surrendered in whole or in part, or are canceled in connection with the grant of new Stock Options.
then either (i) Subject if such cessation of employment occurs on a date at least two years but less than three years after the date of this Agreement, then 10,000 of the 25,000 Incentive Stock Option shares scheduled to adjustment pursuant to Section 9, the aggregate number become exerciseable on such final vesting date but otherwise forfeited as a result of shares such cessation of Stock subject to Stock Options employment and any other stock options granted to an Employee under the Plan during shall immediately accelerate and become exerciseable as of such cessation of employment date, (ii) if such cessation of employment occurs on a date at least three years but less than four years after the date of this Agreement then 15,000 of the 25,000 Incentive Stock Option shares scheduled to become exerciseable on such final vesting date but otherwise forfeited as a result of such cessation of employment and any calendar year other stock options granted to Employee under the Plan shall not exceed 300,000 immediately accelerate and become exerciseable as of such cessation of employment date, or (iii) if such cessation of employment occurs on a date at least four years after the date of this Agreement then 20,000 of the 25,000 Incentive Stock Option shares scheduled to become exerciseable on such final vesting date but otherwise forfeited as a result of such cessation of employment shall immediately accelerate and become exerciseable as of such cessation of employment date. 1998 ISO 40,000 Shares CGX COMMUNICATIONS, INC. -- 1998 EQUITY INCENTIVE PLAN Incentive Stock Option Certificate CGX Communications, Inc. (prior to giving effect the "Company"), a Delaware corporation, hereby grants to the two-for-one split person named below an option to purchase shares of Common Stock, $0.01 par value (the "Common Stock"), of the Stock in August 1996).Company (the "Option") under and subject to the Company's 1998 Equity Incentive Plan (the "Plan") exercisable on the following terms and conditions and those set forth on the reverse side of this certificate:
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