Qualified Stock Options Clause Samples

Qualified Stock Options. (a) ▇▇▇▇▇▇▇▇ shall be issued 500,000 stock options from the company with a $.10 per option strike price. Such options shall vest at the rate of 33 and third percent on an annual basis for three years. This plan will be consistent with the executive stock option plan and part of a qualified stock option plan. The Company shall cancel options not vested upon termination or resignation. Under the terms hereinabove, immediately and ▇▇▇▇▇▇▇▇ will have 60 days to exercise stock options. Options shall automatically expire seven years from date they are vested.

Qualified Stock Options. Upon the occurrence of a Transaction (as defined in Section 4 hereof) or a Qualified Termination Event occurring prior to the Closing Date, Employee shall be entitled to the following treatment of stock options to purchase shares of common stock of the Company (“Common Stock”) heretofore granted to him under the Company’s 1995 Stock Plan or 1996 Stock Plan, each as amended (the “Stock Plans”), that have not been terminated, cancelled or otherwise surrendered (collectively, the “Qualified Stock Options”): (a) Any and all such Qualified Stock Options shall become fully vested as of, and subject to, the closing date of the Transaction (the “Closing Date”) or Termination Date of such Qualified Termination Event, as applicable; and (b) Subject to earlier termination in accordance with the terms of the stock option agreements and the Stock Plans pursuant to which the Qualified Stock Options were granted, Employee shall be entitled to exercise the Qualified Stock Options for a period of five (5) years after the earlier to occur of (i) the Closing Date and (ii) the Termination Date of such Qualified Termination Event; provided that the foregoing provision shall in no way affect the terms of a Qualified Stock Option if such terms would otherwise provide for a longer period to exercise such Qualified Stock Options. Employee acknowledges that from and after the date hereof certain of the Qualified Stock Options (or portions thereof) may no longer qualify as an incentive stock option within the meaning of the Internal Revenue Code of 1986, as amended. Except as expressly provided in this Section 2, all other provisions of the stock option agreements and the Stock Plans pursuant to which the Qualified Stock Options were granted shall continue to govern the terms of the Qualified Stock Options.

Qualified Stock Options. The Company will seek to adopt for its employees a qualified incentive stock option plan (the "Stock Option Plan") during the first twelve (12) months following the Effective Time. It is contemplated that the Executive shall be a participant in the Stock Option Plan in accordance with Company policies.

Qualified Stock Options. It is the intent of Employer to seek approval by Employer’s shareholders of the Stock Option Plan at Employer’s 2006 annual shareholders’ meeting and, if approved by such shareholders, the options granted to Employee as contemplated by Section 5.01 shall constitute incentive stock options as such term is defined under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code; provided, however, that in the event such Stock Option Plan is not, for any reason, approved by such shareholders, the options granted to Employee pursuant to such Stock Option Plan as contemplated hereby shall be nonqualified options. Employer does not represent or warrant that the options granted as contemplated hereby will be or are capable of becoming qualified stock options within the meaning of Section 422 of the U.S. Internal Revenue Code or that the Stock Option Plan will be approved by Employer’s shareholders at any time. Nothing herein shall obligate Employer to take any act or refrain from taking any act in furtherance of qualifying such stock options under Section 422.

Qualified Stock Options. Under current law, an option holder will not realize taxable income upon the grant of an option which is not qualified as an incentive stock option, also referred to as a nonstatutory stock option. However, when an option holder exercises the option, the difference between the exercise price of the option, and the fair market value of the shares subject to the option on the date of exercise will be compensation income taxable to the option holder. We will be entitled to a deduction equal to the amount of compensation income taxable to the option holder if we comply with eligible reporting requirements. WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER.

Qualified Stock Options. The Options terminate automatically and shall not be exercisable by you from and after the date on which you cease to be an employee of the Company or one of its subsidiaries for any reason other than your death, Retirement or Disability. In the event of your death, Retirement or Disability while an employee of the Company or one of its subsidiaries (and having been an employee continuously since the Date of Grant) during the exercise period on any date which is more than six (6) months after the Date of Grant of the Incentive Stock Options specified on the first page of this Grant Agreement or more than six (6) months after the Date of Grant of Non-Qualified Stock Investment Options specified at paragraph 4 of this Grant Agreement, the Options shall become immediately exercisable and, except as provided below in the event of your death, shall be exercisable by you for the remainder of the term of the Option grant. In the event of your death, the Options may be exercised up to three years after date of death by the person or persons to whom your rights in the options passed by your will or according to the laws of descent and distribution. Nothing contained herein shall restrict the right of the Company or any of its subsidiaries to terminate your employment at any time, with or without cause. 2005 Plan Master ISO ISO Grant Agreement (Cont'd) Date PART III - GENERAL PROVISIONS (Cont'd)

Qualified Stock Options. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. The foregoing Options will be subject to time vesting and will time vest only so long as Participant remains employed by the Company or one of its Subsidiaries. The foregoing Options will time vest on each date set forth below with respect to the cumulative percentage of Options that is set forth opposite such date: Date Cumulative Percentageof Options Vested 1st anniversary of date of grant 25% 2nd anniversary of date of grant 50% 3rd anniversary of date of grant 75% 4th anniversary of date of grant 100% If Participant's employment with the Company or one of its Subsidiaries ceases then (a) time vesting in respect of the foregoing Options will cease as of the Termination Date, (b) all Options that have not time vested as of the Termination Date will expire; (c) notwithstanding the above and Section 4.5 of the Plan, if on the Termination Date the Participant is _____ years of age or more and has twenty (20) years or more of service to the Company or its Subsidiaries (including time with Texas Instruments prior to April 27, 2006) then provisions (a) and (b) above shall not apply and Participant's Options will continue to vest and Participant will not be required to exercise any vested Options within 60 days of the Termination Date (meaning that such Options shall remain exercisable until expiration). Participant irrevocably agrees at all times to cast all votes to which Participant is entitled in respect of Participant's Award Securities, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Company may instruct by written notice. Further, Participant hereby grants to the Company an irrevocable proxy with instruction (lastgeving) coupled with an interest to vote, including in any action by written consent, Participant's Award Securities as the Company deems appropriate in its sole discretion, which proxy shall be valid and remain in effect with respect to all Award Securities until they cease to be Award Securities pursuant to the terms of the Plan. This agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same agreement.

Qualified Stock Options. Under current law, an option holder will not realize taxable income upon the grant of a non-qualified stock option. However, when an option holder exercises the option, the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will be compensation income taxable to the option holder. We recommend that you consult your own tax advisor with respect to the federal, state and local tax consequences of participating in the Offer.

Qualified Stock Options. Each Stock Option shall be clearly identified as to its status as an Incentive Stock Option or a Non-Qualified Stock Option at the date of grant. To the extent that any Stock Option denominated as an Incentive Stock Option does not qualify as an "incentive stock option" within the meaning of Section 422 of the Code, it shall constitute a separate Non-Qualified Stock Option. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall be evidenced by option agreements, which shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable: