Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on [_______], 2020 (“Date of Grant”), subject to the terms of this Agreement, Saia grants to Optionee the option to purchase all or any part of [____________] ([____]) shares of the common stock of Saia, of the par value of $0.001 per share (“Common Stock”), for a period ending on [_______], 2027 (the “Expiration Date”), at the purchase price of $[____] per share; provided, however, that the option granted hereunder shall be, and is hereby, subject to the following:
(a) This option shall vest in three equal annual installments with the first installment vesting on the one year anniversary of the Date of Grant and subsequent installments vesting on each anniversary of the Date of Grant thereafter.
(b) Notwithstanding the foregoing, in the event of a Change in Control (as defined in the Plan): (i) the outstanding options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms; and
(ii) notwithstanding Section 2(b)(i) but after taking into account the accelerated vesting set forth therein, the Committee may, in its sole discretion, provide for cancellation of the outstanding options at the time of the Change in Control in which case a payment of cash, property or a combination thereof shall be made to the Optionee that is determined by the Committee in its sole discretion and that is equivalent in value to the consideration to be paid per share of Common Stock of Saia in the Change in Control, less the exercise price per share of the option as provided herein, and multiplied by the number of outstanding options hereunder. Notwithstanding the foregoing, if the consideration to be paid per share of Common Stock of Saia in the Change in Control is less than or equal to the exercise price per share of the option as provided herein, then upon the Change in Control, the Committee may, in its sole discretion, provide that the option granted hereunder shall be cancelled and forfeited for no consideration.
(c) In no event may this option or any part thereof be exercised after the Expiration Date.
(d) The purchase price for the shares subject to this option shall be paid in full upon the exercise of the option, either (i) in cash, (ii) in the sole discretion of the Committee, by the tender to Saia (either actual or by attestation) of shares of Common Stock already owned by Optionee and registered in his or her name, having a Fair Market Value ...
Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”), the Company grants, effective November 18, 2009 (“Date of Grant”), to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000) shares of the common stock of the Company ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $14.97 per share, which is the fair market value of the Common Stock determined as the closing price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to July 1, 2010. At any time during the term of this option on or after July 1, 2011, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after July 1, 2013, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after July 1, 2014, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board of Directors, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of Directors, by such other method as the Board of Directors may determine.
(d) The option may not be exercised for a fraction of a share.
Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, _____ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ the Company grants to Optionee the option to purchase all or any part of _____________ (__________) shares of the Common Stock of the Company, of the par value of $____ per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at a purchase price per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common Stock; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to __________, _____; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after __________, _____, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates.
(b) Notwithstanding the foregoing, in the event of a Change of Control Optionee may purchase 100% of the total number of shares to which this option relates. For purposes of this Agreement, a Change in Control means:
Grant and Terms of Option. Pursuant to action of the Compensation Committee of the Board of Directors of the Company (“Compensation Committee”), the Company grants, effective May 20, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of 100,000 shares of the common stock of the Company ("Common Stock") planned to vest over four (4) years as set forth in the table below, at the purchase price of $19.28 per share, which is the fair market value of the Common Stock determined as the NASDAQ official closing price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to May 20, 2019. Subject to the terms of this Agreement, the 100,000 stock options shall vest in installments provided that the following conditions are triggered:
Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on April 24, 2003 ("Date of Grant"), the Company grants to Optionee the option to purchase all or any part of ____________ (______) shares of the Common Stock of the Company, of the par value of $.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ 9.10 per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to April 23, 2004; that at any time during the term of this option on or after April 24, 2004, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after April 24, 2005, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after April 24, 2006, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after April 24, 2007, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after April 24, 2007, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates.
(b) Notwithstanding the foregoing, in the event of a Change of Control or a Public Offering (both defined below) Optionee may purchase 100% of the total number of shares to which this option relates.
(1) For purposes of this Agreement, a Change in Control means:
Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Company grants, effective September 5, 2019 (“Date of Grant”) to Optionee the option to purchase all or any part of Four Hundred Thousand (400,000) shares of the common stock of the Company, par value of $0.01 each ("Common Stock"), to vest quarterly over a period of two (2) years as set forth in the table below, at the purchase price of $10.79 per share, which is the fair market value of the Common Stock determined as the official NASDAQ closing share price on the Date of Grant; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows:
(a) No shares may be purchased prior to March 31, 2020. Subject to the terms of this Agreement, the 400,000 stock options shall vest in eight (8) quarterly installments, beginning on January 1, 2020, as follows: Vesting Date Percentage of Stock Options Vesting On March 31, 2020 12.5% On June 30, 2020 12.5% On September 30, 2020 12.5% On December 31, 2020 12.5% On March 31, 2021 12.5% On June 30, 2021 12.5% On September 30, 2021 12.5% On December 31, 2021 12.5% On or after December 31, 2021, during the term hereof, Optionee will become entitled to purchase the entire number of shares (400,000 shares) to which this option relates.
(b) In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option.
(c) The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine.
(d) The option may not be exercised for a fraction of a share.
(e) The option may not be exercised if Optionee is no longer employed by the Company subject to the provisions of section 4 of this Agreement.
(f) The option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s next annual shareholder meeting.
(g) The Board or the Committee shall also determine the methods by which shares of stock shall be delivered or deemed to be delivered to Optionee.
Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on February 9, 1999 ("Date of Grant"), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to October 1, 2000; that at any time during the term of this option on or after October 1, 2,000, Optionee may purchase up to 33-1/3% of the total number of shares to which this option relates; that at any time during the term of this option on or after October 1, 2001, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; and that at any time on or after October 1, 2002, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so that on October 1, 2002 during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates.
Grant and Terms of Option. Section 1 of the Option Agreement is amended and restated in its entirety as follows: “Subject to the provisions of this Agreement, and for the consideration herein stated, Seller hereby grants to Purchaser an exclusive and irrevocable option to purchase the Property (the “Option”). The Option shall be effective as of the Effective Date and shall continue in effect until 5:00 pm Eastern Time on July 10, 2018, subject to extension as provided below (such date and time the “Option Expiration Time” and the period running between the Effective Date and the Option Expiration Time, the “Option Period”). Purchaser shall exercise the Option, if at all, by giving written notice to Seller within the Option Period stating that the Option is exercised (the “Exercise Notice”). Purchaser may exercise the Option only as to all of the Property and no partial exercise of the Option shall be permitted. Purchaser’s exercise of the Option under the Agreement shall be only effective if Purchaser simultaneously exercises the option granted to Purchaser pursuant to the Other Option Agreement (as defined herein) and Purchaser may not exercise the Option without also exercising the Option granted under the Other Option Agreement. Upon timely exercise of the Option, Seller shall be obligated to sell, and Purchaser shall be obligated to purchase the Property for the price and on the terms and conditions set forth in this Agreement. If the Option is not exercised prior to July 10, 2018, Purchaser may extend the Option Expiration Time to 5:00 pm Eastern Time on July 17, 2018 with notice and a second option payment to Seller on or before July 10, 2018 in the amount of $106,971 (the “Second Option Payment”). If the Option is not exercised prior to July 17, 2018, Purchaser may further extend the Option Expiration Time to 5:00 pm Eastern Time on August 4, 2018 by notice to Seller prior to July 17, 2018 and a third option payment delivered to Seller on or before August 1, 2018 in the amount of $74,053 (the “Third Option Payment”). The extension of the Option Period from July 17, 2018 to August 4, 2018 shall not be effective, notwithstanding the notice of Purchaser to Seller to extend the Option Period, unless the Third Option Payment is made by Purchaser on or before August 1, 2018. If the Option is not exercised prior to August 4, 2018, the Option Expiration Time shall be extended to 5:00 p.m. Eastern Time on August 20, 2018, and Purchaser shall deliver a fourth option payment to Seller o...
Grant and Terms of Option. Subject to the provisions of this Agreement, and for the consideration herein stated, Seller hereby grants to Purchaser an exclusive and irrevocable option to purchase the Property (the “Option”). The Option shall be effective as of the Effective Date and shall continue in effect until 5:00 pm Eastern Time on June 29, 2018 (such date and time the “Option Expiration Time” and the period running between the Effective Date and the Option Expiration Time, the “Option Period”). Purchaser shall exercise the Option, if at all, by giving written notice to Seller within the Option Term stating that the Option is exercised (the “Exercise Notice”). Purchaser may exercise the Option only as to all of the Property and no partial exercise of the Option shall be permitted. Purchaser’s exercise of the Option under this Agreement shall only be effective if Purchaser simultaneously exercises the option granted to Purchaser pursuant to the Other Option Agreement (as defined herein), and Purchaser may not exercise the Option without also exercising the option granted under the Other Option Agreement. Upon timely exercise of the 97085080.1 0067129-00001 Option, Seller shall be obligated to sell, and Purchaser shall be obligated to purchase, the Property for the price and on the terms and conditions set forth in this Agreement. If Purchaser fails to exercise the Option within the Option Term, this Agreement will automatically terminate, Seller will retain the Option Consideration and Purchaser will have no further right to acquire the Property.
Grant and Terms of Option. (a) Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock of the Company, for a period of five (5) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or after the first anniversary of the Date of Grant, Optionee may purchase up to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee is involuntarily terminated for reasons other than Cause or terminates for Good Reason in contemplation of, on or within one (1) year after the date of, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elap...
