Common Stock Options. Subject to customary anti-dilution clauses, and as further consideration for Employee's services, upon execution of this Agreement, Employee shall from time-to-time receive options to acquire common stock of the Employer. It is understood by the parties that the exercise price of all stock options granted under this Agreement shall be established as the lowest closing price of the Employer’s common stock during the thirty (30) days prior to issuance of the option, which shall be confirmed in writing within three (3) calendar days. All stock options shall be granted pursuant to a Stock Option Agreement, which shall be reasonably satisfactory to Employee’s counsel. Upon full execution of the Stock Option Agreement, it shall be attached to this Agreement as Exhibit “C”.
Common Stock Options. (i) Consultant is hereby issued an additional 440,000 common stock options upon execution of this agreement, as further detailed in the Option Agreement of even date herewith. These common stock options will have the expiration terms and vesting provisions further detailed in the Option Agreement attached hereto as Exhibit D.
(ii) The Company further agrees to issue to Consultant an additional 600,000 common stock options immediately following the earlier of (A) the closing of the second tranche of the Company’s Series B 6% Cumulative Convertible Participating Preferred Stock (the “Second Tranche”), or (B) the consummation by the Company of an equity financing resulting in gross proceeds to the Company of not less than the committed amount to be funded in the Second Tranche. When issued, the additional 600,000 common stock options will be issued pursuant to an Option Agreement with the Company that will provide, among other things, for (1) the immediate vesting on issuance of 200,000 common stock options and the vesting of an additional 200,000 common stock options on each of the first and second anniversaries of the issuance date, (2) an exercise price equal to the fair market value of a share of common stock on the date of issuance, and (3) other terms and conditions not inconsistent with the foregoing contained in the form of Option Agreement attached hereto as Exhibit D.
Common Stock Options. The Company has issued and outstanding warrants and options to purchase shares of Company Common Stock (collectively, the “Common Stock Options”). At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Acquisition Corp. or the holders of any outstanding Common Stock Options, Parent shall assume all of the Company’s liabilities, obligations and commitments under each Common Stock Option, including any equity incentive plans of the Company pertaining thereto, and, as a result thereof, each Common Stock Option shall be converted into the right to acquire one (1) share of Parent Common Stock at an exercise price equal to the exercise price stated in the Common Stock Option, subject in all respects to all other terms and conditions of the Common Stock Option. Except for the change in security underlying the Common Stock Options from Company Common Stock to Parent Common Stock, it is the intent of the parties hereto that the Common Stock Options shall continue after the Effective Time, and that the terms and conditions of the Common Stock Options shall otherwise remain unchanged.
Common Stock Options. For services rendered to Andronics after the Closing Date, Rxxxxx Xxxxxxx shall be entitled to acquire SARS Common Stock equal to the total aggregate amount of one million five hundred thousand (1,500,000) shares at One United States Cent ($0.01 USD) per share (the “Axxxxxx Options”). The Axxxxxx Options must be exercised before the end of the first quarter immediately preceding the twelve (12) month period the options vested in or they are forfeited. The Axxxxxx Options shall vest in accordance with the following:
18.3.1 One million (1,000,000) shares shall vest monthly beginning upon the Closing Date ( “Axxxxxx Monthly Options”).
18.3.2 Five hundred thousand (500,000) shares shall vest quarterly upon meeting the revenue projections listed in Schedule 18.3.2 and in the following amounts: Quarter 1: 50,000 options vest Quarter 2: 100,000 options vest Quarter 3: 150,000 options vest Quarter 4: 200,000 options vest If any revenue projections are not met for any given quarter, the option amount for that quarter, less ten percent (10%), shall be added to the fourth quarter’s total. If the fourth quarter goals are not met, that quarters entire option amount (whether or not accrued options have been added to the fourth quarter) shall be forfeited. Section 18.3.2 shall be hereinafter defined as “Axxxxxx Quarterly Options.” Rxxxxx Xxxxxxx covenants to pay to the Purchaser (or as the Purchaser may direct) an amount equal to any liability of the Purchaser (or any other person) to pay income tax or national insurance contributions (both employers and employees) (a “Relevant Tax Liability”) arising as a result of the grant, exercise, assignment or release of the Axxxxxx Options or as the result of the acquisition, holding or disposal of SARS Common Stock by Mx. Xxxxxxx. In connection therewith, Mx. Xxxxxxx and the Purchaser agree that:
(i) if so requested by the Purchaser at any time after the Closing Date, Mx. Xxxxxxx shall enter into an election under Section 431 of the Income Tax (Earnings and Pxxxxxxx) Xxx 0000 in respect of any SARS Common Stock acquired by Mx. Xxxxxxx pursuant to the option; and
(ii) it shall be a condition of the exercise of the Axxxxxx Options that Mx. Xxxxxxx shall remit to the Purchaser (or as it may direct) in cleared funds the amount of any Relevant Tax Liability or make such other arrangements for the discharge of such Relevant Tax Liability as the Board of Directors of the Purchaser may in its absolute discretion think fit.
Common Stock Options. The Company has issued and outstanding warrants and options to purchase shares of Company Common Stock (collectively, the “Common Stock Options”). At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Acquisition Corp. or the holders of any outstanding Common Stock Options, the right to acquire a share of Company Common Stock under each Common Stock Option shall be converted into the right to acquire one (1) share of Parent Common Stock at an exercise price equal to the exercise price stated in the Common Stock Option, subject in all respects to all other terms and conditions of the Common Stock Option, provided, however, that with respect to Common Stock Options issued to employees, directors and consultants of the Company prior to the Merger, as set forth on Schedule 3.3, the right to acquire shares of Parent Common Stock under this Section 3.3 by virtue of the Merger shall be subject to and issued under Parent’s Stock Option Plan. Except for the change in security underlying the Common Stock Options from Company Common Stock to Parent Common Stock, it is the intent of the parties hereto that the Common Stock Options shall continue after the Effective Time, and that the terms and conditions of the Common Stock Options shall otherwise remain unchanged.
Common Stock Options. Upon adoption of the Company's 2005 stock option plan by the Board and stockholders of the Company, the Company will recommend to the Board that the Consultant be granted an option to purchase a to be agreed upon number of shares of the Company's common stock. The exercise price of the options will be at the fair market value of the Common shares on the date of the grant of the option.
Common Stock Options. You will receive an option to purchase 150,000 shares of common stock of the Company, immediately following the pricing of the initial public offering (on the day immediately preceding the date of the initial public offering). The option grant will be made substantially in the form attached as Exhibit A to this letter, (“Option Agreement”) and will be pursuant to, and subject to the terms and conditions of, the “Katonah Capital 2006 Equity Incentive Plan”. The option will vest in four equal annual installments, measured from the date of grant. You will also be eligible for a grant of restricted stock to the extent the Company receives the required regulatory approvals to implement a restricted stock program.
Common Stock Options. The Company hereby grants to Executive, as of the Effective Date, an option (the "INITIAL OPTION") to purchase that number of shares of the Common Stock, par value $0.01 per share ("COMMON Stock") of the Company, representing an aggregate of one and one quarter percent (1.25%) of the shares of Common Stock issued and outstanding on the Effective Date on a fully-diluted basis, at an exercise price of $0.055 per share. The Initial Option shall vest according to the following schedule: 20% on the Effective Date and 1/48th of the balance on the last day of each month for the 48 months following the Effective Date until fully vested. The Initial Option shall expire on February 16, 2016. Concurrently herewith, Executive and the Company shall enter into an Option Agreement substantially in the form attached hereto as EXHIBIT A ("OPTION AGREEMENT"). Upon the completion of the Recapitalization (as hereinafter defined), the Company shall grant to Executive an additional option (the "ADDITIONAL OPTION" and together with the Initial Option, "OPTION") to purchase that number of shares of Common Stock which shall enable Executive to purchase, along with the Initial Option, shares of Common Stock representing an aggregate of one and one quarter percent (1.25%) of the shares of Common Stock issued and outstanding immediately after the completion of the Recapitalization on a fully diluted basis. The Additional Option shall be represented by an Option Agreement, shall expire on February 16, 2016, and shall vest according to the following schedule: 20% on the date of grant and 1/48th of the balance on the last day of each month for the 48 months following the Effective Date until fully vested. For purposes of this Agreement, the "COMPLETION OF THE RECAPITALIZATION" shall mean the completion of the Company's exchange offer pursuant to which all of the Company's creditors and claimants are exchanging the aggregate of their collective claims (which claims amount to approximately $30,000,000) into shares of the Series A-1 Preferred Stock of the Company and the completion of the Company's Series A Preferred Stock financing pursuant to which the Company will issue shares of Series A Preferred Stock in consideration of an amount not less than $3,000,000.
Common Stock Options. Subject to customary anti-dilution clauses, and as further consideration for Employee’s services, upon execution of this Agreement, Employee shall receive options to acquire common stock of the Employer in accordance with the following schedule: three hundred thousand (300,000) options to purchase the common stock of the Company, with a two year vesting period with one hundred thousand (100,000) options vesting immediately and an additional 100,000 options vesting on each anniversary until all options are fully vested; provided, however, that the vesting schedule shall immediately accelerate with all options being fully vested if this Agreement shall terminate for reasons other than Employee’s termination by the Company for Cause or Employee’s resignation, where such resignation occurs in the absence of Good Reason or Employer’s breach of this Agreement. In the case of a termination with Cause, or an Employee resignation without Good Reason, the Option Agreement shall instead provide for vesting only through the date of termination and upon termination, an exercise period of ninety (90) days thereafter shall apply. The exercise price of all stock options granted under this Agreement shall be $1.00 per share. Said stock options shall be granted pursuant to a Stock Option Plan. The Stock Option Grant Agreement shall be attached to this Agreement as Exhibit ”B”.
Common Stock Options. At the Effective Time, each outstanding Common Stock Option under the InfoNow 1990 Stock Option Plan, as amended, and the InfoNow 1999 Stock Option Plan, as amended, or any stock option agreements to which the Company is a party, whether or not vested, shall be converted into the right to receive the Per Common Stock Option Closing Merger Consideration; provided that, the Per Common Stock Option Closing Merger Consideration shall be paid to the Common Stock Option Holders part in Parent Common Stock and part in cash in the following proportions: (x) the amount of the Per Common Stock Option Merger Consideration payable to any Common Stock Option Holder in cash shall be an amount (expressed as a percentage) equal to the Aggregate Cash Payment divided by $7,200,000 and (y) the remainder of the Per Common Stock Option Merger Consideration payable to any Common Stock Option Holder in Parent Common Stock shall be an amount (i) valued at the Parent’s Conversion Price and (ii) equal to the difference between the applicable Per Common Stock Option Closing Merger Consideration and the amount of cash paid under the foregoing clause (x). All other outstanding options and warrants to purchase Company Common Stock shall be cancelled at the Effective Time.
