Common Stock Option. On the Employment Commencement Date, the ------------------- Company shall grant Employee an option under the Company's 1998 Stock Plan to purchase up to 1,200,000 shares of the Company's Common Stock (the "Common Shares"), at an exercise price per Share of $1.50 (the "Common Option"). Subject to accelerated vesting as provided elsewhere in this Agreement, the Common Option (or restricted stock subject thereto) shall be vested with respect to 60,000 Common Shares on the Employment Commencement Date, shall vest as to an additional 120,000 Common Shares upon the date that is six months following the Employment Commencement Date and shall vest as to an additional 6.0714% of the Common Shares originally subject to the Option each full three months thereafter, so as to be 100% vested on the date that is four years after the Employment Commencement Date. Upon the first to occur (but not upon the second to occur) of (i) an IPO, or (ii) a "Change of Control" (as such term is defined herein), the Common Option (or restricted stock subject thereto) shall accelerate vesting as to 7.85% of the Common Shares originally subject to the Option, and shall thereafter continue to vest at the same rate as prior to the IPO. All vesting provided for in this paragraph is subject to Employee remaining an employee, consultant or member of the Board of the Company on each such vesting date. The Common Option may be exercised prior to its vesting, including by means of a fully recourse promissory note bearing the lowest rate which will not subject Employee to recognizing imputed taxable income, subject to Employee entering into the Company's form of Restricted Stock Purchase Agreement which provides the Company with the right to purchase unvested shares at the original exercise price in the event of Employee's termination. If no IPO has occurred by January 1, 2001, then Employee (or his heirs) shall have the right (until such time as an IPO occurs) to sell to the Company vested shares of stock that he purchased pursuant to the Common Option that he has owned for at least 6 months at a price equal to 100% of the then fair market value of such shares, as determined by the Board in good faith, up to a maximum dollar amount of $630,000 (the "Put Right"). The Put Right shall exist without regard as to whether or not Employee is providing services to the Company. The Common Option shall be subject to the terms and conditions of the Company's 1998 Stock Plan and the stock option agreement ...
Common Stock Option. The Company hereby grants to Roche, on the terms and conditions set forth herein, a continuing right (the "COMMON STOCK OPTION") to purchase from the Company, at the times set forth herein, such number of shares of Common Stock as is necessary to allow Roche and its affiliates to maintain the then-current Ownership Percentage. The Common Stock Option shall be assignable, in whole or in part and from time to time, by Roche to any affiliate of Roche. The exercise price for the shares of Common Stock purchased pursuant to the Common Stock Option shall be the Market Price of the Common Stock as of the date of first delivery of notice of each exercise of the Common Stock Option by Roche (or its permitted assignee hereunder) to the Company.
Common Stock Option. Due to time restraints, the parties are unable to ascertain the tax ramifications of the sale of the Preferred Shares. Therefore, if the sale of the Preferred Shares has an unintended taxable consequence the Subscriber shall have the right to purchase restricted shares of Centrex Common Stock at a per share price equal to the lowest private placement sale of the 2003 calendar year.
Common Stock Option. OPTION _________________ Issue Date: As of November 10, 2008 PSI CORPORATION, a corporation organized under the laws of the State of Nevada ("PSI"), hereby certifies that, for value received, (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein), as of the Issue Date and at any time or from time to time before 5:00 p.m., New York time, through the close of business on the tenth anniversary of the Issue Date (the "Expiration Date"), subject to vesting as set forth in Section 1.1 below, up to 10,000,000 fully paid and non assessable shares of Common Stock (as hereinafter defined), at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Common Stock Option. (1) Common Stock issued pursuant to this agreement shall be valued at the fair market value on the date of distribution and shall be subject to all applicable withholding and taxes at statutory rates.
(2) Common Stock issued pursuant to this agreement shall be registered on Form S-8 or any comparable form and listed on the American Stock Exchange (or such other exchange on which the Company's Common Stock is registered on such Payment Date).
(3) Within thirty (30) calendar days following receipt of the Company's notice in paragraph 2.A. above that the Company will issue its Common Stock, ALPA shall, in its sole discretion, direct the distribution of the two hundred fifty thousand (250,000) shares of Common Stock among the Eligible Pilots. Such distribution list shall include the name, address, social security number and number of shares for each Eligible Pilot and shall be provided to the Company on either magnetic or electronic media. The Company shall have the right to review such distribution for purposes of compliance with this Letter of Agreement. No fractional shares will be distributed and all such share amounts shall be rounded to the nearest whole share.
(4) The Company shall use its best efforts to distribute the shares of Common Stock to the Eligible Pilots within thirty (30) calendar days following receipt of the Association's distribution list in paragraph 2.B.(3) above (the "Stock Payment Date"). In the event such Stock Payment Date falls on a weekend or holiday, the distributions shall be made on the next business day.
Common Stock Option. If Employee has been continuously employed by Futech between March 1, 1999 and March 1, 2000, and has not been in default under the terms of this Agreement, then Employee shall as of March 1, 2000 have the right to purchase up to 666,666 shares of Employer's common stock. If Employee has been continuously employed by Futech between March 1, 1999 and March 1, 2001, and has not been in default under the terms of this Agreement, then Employee shall as of March 1, 2001 have the right to purchase up to 666,666 shares of Employer's common stock. If Employee has been continuously employed by Futech between March 1, 1999 and March 1, 2002, and has not been in default under the terms of this Agreement, then Employee shall as of March 1, 2002 have the right to purchase up to 666,667 shares of Employer's common stock. The purchase price of common stock purchased under the three preceding paragraphs shall be $.25 per share, payable in full in cash at the time the option is exercised. The options may be exercised only by written notice given to Employer, or Employer's successors and assigns. The options shall expire on March 1, 2009, if not exercised by that date. Employer's common stock shall be subject to all of the terms and restrictions of said stock. No representation, warranty or guaranty is made by Employer as to the value of the stock to be issued pursuant to this subparagraph, and Employee takes full risk and responsibility as to said value. Employee hereby makes the representations and warranties set out in Exhibit "A" attached hereto and hereby made part hereof. On said Exhibit "A" Employee is referred to as the "Subscriber," Employer is referred as the Corporation, and the shares of stock to be acquired by Employee under this Section are referred to as the "Shares." Employee acknowledges and understands the meaning and legal consequences of the representations and warranties contained herein and agrees to indemnify and defend and hold harmless the other parties hereto, and Employer's directors, officers, agents, employees, and attorneys,
Common Stock Option. (a) With respect to any offer, sale or issuance of New Securities, the Company hereby grants to Investor, on the terms and conditions set forth herein, a continuing right (the “Common Stock Option”) to purchase from the Company, at the times set forth herein, such number of shares of Common Stock as is necessary to allow Investor and/or its Affiliates to maintain its Current Percentage immediately prior to the Issuance Event (as defined below). The Common Stock Option shall be assignable, in whole or in part and from time to time, by Investor to any Affiliate of Investor. The exercise price for the shares of Common Stock purchased pursuant to the Common Stock Option shall be the Market Price of the Common Stock as of the date of first delivery of notice of each exercise of the Common Stock Option by Investor (or its permitted assignee hereunder) to the Company.
(b) At least twenty (20) Business Days prior to the issuance of any New Securities or the first date on which any event could occur that, in the absence of a full or partial exercise of the Common Stock Option, would result in a reduction in its then Current Percentage, the Company will notify Investor in writing (an “Option Notice”) of any plans that the Company has to issue such New Securities or the date on which such event could first occur. The Option Notice must specify the approximate date on which the Company intends to issue such New Securities or on which such event could first occur (such issuance or event being referred to herein as an “Issuance Event” and the date of such issuance or event as an “Issuance Event Date”), the type and number of New Securities the Company intends to issue or may issue and the other terms and conditions of such Issuance Event.
(c) The Common Stock Option may be exercised by Investor (or any Affiliate of Investor to which all or any part of the Common Stock Option has been assigned) for a number of shares of Common Stock that is equal to or one (1) more than the number of shares of Common Stock that are necessary for Investor to maintain, in the aggregate, its then Current Percentage. The Common Stock Option may be exercised at any time after receipt of an Option Notice and prior to the applicable Issuance Event Date by the delivery to the Company of a written notice to such effect specifying (i) the number of shares of Common Stock to be purchased by Investor or any of its Affiliates, and (ii) a calculation of the exercise price for such shares. Upon any suc...
Common Stock Option. The Company will issue to the Executive a common stock option (the “Option”) to purchase fifteen million (15,000,000) shares (the “Option Shares”) of the Company’s common stock. The exercise price for the Option will be $0.035. The Option shall vest in two equal installments on a yearly basis with 7,500,000 Option Shares vesting one year and two years from the Start Date.
Common Stock Option. The Company hereby grants to the PDL Stockholders, on the terms and conditions set forth herein, a continuing right (the "Common Stock Option") to purchase from the Company, at the times set forth herein, such number of shares of Common Stock as is necessary to allow the PDL Stockholders and their Affiliates to maintain the then-current Ownership Percentage. The Common Stock option shall be assignable, in whole or in part, by the PDL Stockholders to any one or more Affiliate or Affiliates of the PDL Stockholders.
Common Stock Option. (1) Common Stock issued pursuant to this agreement shall be valued at the fair market value on the date of distribution and shall be subject to all applicable withholding and taxes at statutory rates.
(2) Common Stock issued pursuant to this agreement shall be registered on Form S-8 or any comparable form and listed on the American Stock Exchange (or such other exchange on which the Company's Common Stock is registered on such Payment Date).
(3) Within thirty (30) calendar days following receipt of the Company's notice in paragraph 2.A. above that the Company will issue its Common Stock, ALPA shall, in its sole discretion, direct the distribution of the two hundred fifty thousand (250,000) shares of Common Stock among the Eligible Pilots. Such distribution list shall include the name, address, social security number and number of shares for each Eligible Pilot and shall be provided to the Company on either magnetic or electronic media. The Company shall have the right to review such distribution for purposes of compliance with this Letter of Agreement. No fractional shares will be distributed and all such share amounts shall be rounded to the nearest whole share.
(4) The Company shall use its best efforts to distribute the shares of Common Stock to the Eligible Pilots 219 LETTER XVII, cont. within thirty (30) calendar days following receipt of the Association's distribution list in paragraph 2.B.(3) above (the "Stock Payment Date"). In the event such Stock Payment Date falls on a weekend or holiday, the distributions shall be made on the next business day.
