Common use of Grant and Terms of Option Clause in Contracts

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.

Appears in 2 contracts

Samples: Employment Agreement (Travelzoo Inc), Nonqualified Stock Option Agreement (Travelzoo Inc)

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Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on February 9, 1999 ("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000( ) shares of the common stock Common Stock of the Company 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 $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 so that no shares may be purchased prior to July October 1, 2010. At 2000; that at any time during the term of this option on or after July October 1, 20112,000, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that at any time during the term of this option on or after July October 1, 20122001, 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 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after July October 1, 20142002, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after July October 1, 2014, 2002 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 Directors3 Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraph 8 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Esco Electronics Corp)

Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on _______________ ("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000) ________________________ shares of the common stock Common Stock of the Company Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten five (105) 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 so that no shares may be purchased prior to July 1, 2010during the first year of the term hereof. At any time during During the term of this option on or after July 1, 2011option, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during relates in accordance with 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. Option Vesting Schedule (bSchedule A) attached hereto. In no event may this option or any part thereof be exercised after the expiration of ten five (105) years from the Date of Grant. Without further action or approval by the Committee, 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) by a combination of methods of payment specified in the discretion clauses (i) and (ii), but only if Optionee has owned any shares to be tendered for at least six (6) months, all in accordance with Section 7(b) of the Board Plan. No shares of DirectorsCommon 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 elapsed since such other method as the Board of Directors may determineIncentive Stock Option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Esco Technologies Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”)Committee, the Company grantswhich action was taken on February 3, effective November 18, 2009 2005 (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000( ) shares of the common stock of the Company Company, of the par value of $0.001 per share ("Common Stock"), for a period of ten seven (107) years from the Date of Grant, at the purchase price of $14.97 23.00 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 Subject to paragraphs 2(c) and 7, in no event may any shares may be purchased prior hereunder on or before August 3, 2005. (b) Subject to July 1paragraph 2(a) above, 2010. At at any time on or after February 3, 2008 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 shall be entitled to purchase the entire number of shares to which this option relates. (bc) Notwithstanding the foregoing, in the event the Company is wholly or partly liquidated or is a party to a merger, consolidation, or reorganization in which it is not the surviving entity, the option shall become exercisable in full; provided, however, that in the event of a liquidation or a merger, consolidation or other transaction in which the Company is not the surviving entity, the Company may pay Optionee the excess of the fair market value of the shares subject to the unexercised portion of the option (calculated in connection with such merger, consolidation or other transaction) over the option purchase price, in full satisfaction of the Company’s obligations under this Agreement. (d) In no event may this option or any part thereof be exercised after the expiration of ten seven (107) years from the Date of Grant, which shall be the term of the option. (ce) 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 DirectorsCommittee, by tender of shares of Common Stock common stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by such other method a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Section 6 of the Plan. Notwithstanding the preceding sentence, Optionee may request that the Committee agree that payment in full of the option price need not accompany the written notice of exercise; provided that the notice of exercise directs that the certificate or certificates for the shares of Common Stock for which the option is exercised be delivered to a licensed broker acceptable to the Committee as the Board agent for Optionee and, at the time such certificate or certificates are delivered, the broker tenders to the Committee cash (or cash equivalents acceptable to the Committee) equal to the option price for the shares of Directors Common Stock purchased pursuant to the exercise of the option plus the amount (if any) of any withholding obligations on the part of the Company. Such request may determinebe granted or denied in the sole discretion of the Committee. (df) The No shares of Common Stock may be tendered in exercise of this option may not be exercised if such shares were acquired by Optionee through the exercise of an Incentive Stock Option (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended), unless (i) such shares have been held by Optionee for a fraction of a shareat least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted.

Appears in 1 contract

Samples: Employee Nonqualified Stock Option Agreement (SCS Transportation Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”), the Company grants, effective November 18March 7, 2009 2016 (“Date of Grant”), to Optionee the option to purchase all or any part of Three Hundred Fifty Thousand (300,00050,000) 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 8.55 per share, which is the fair market value of the Common Stock determined as the latest available 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 1March 7, 20102017. At any time during the term of this option on or after July 1March 7, 20112017, 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 1March 7, 20122018, 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 1March 7, 20132019, 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 1March 7, 20142020, 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 1March 7, 20142020, 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. (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.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Travelzoo Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”)Committee, the Company grants, effective November 18, 2009 (“Date of Grant”), hereby grants to Optionee the option to purchase all or any part of Three Hundred Thousand «number» (300,000<<numeral1) shares of the common stock Common Stock of the Company Company, of the par value of $.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grantdate hereof, 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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year of the term hereof, Optionee may purchase up to 2520% 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, 2012the end of the second year of the term hereof, Optionee may purchase up to an additional 2520% 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, 2013the end of the third year of the term hereof, Optionee may purchase up to an additional 2520% of the total number of shares to which this option relates; that at any time during the terms of this option after the end of the fourth year of the term hereof, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time on or during the term of this option after July 1, 2014the end of the fifth year of the term hereof, Optionee may purchase up to an additional 2520% of the total number of shares to which this the option relates; so that on or after July 1upon expiration of the fifth year of the term hereof, 2014, and thereafter 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) date hereof. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraph 7 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean incentive stock option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such incentive stock option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Equifax Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors Special Committee for Employment Agreements of the Company (“Board of Directors, which action was taken on February 27, 1998, effective March 1, 1998 ("Date of Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand fifty thousand (300,00050,000) shares of the common stock Common Stock of the Company Company, of the par value of $1.00 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $14.97 10.00 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 . The right to exercise such option shall be, and is hereby, restricted as follows: (a) No so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year from the Date of Grant, Optionee may purchase up to 2520% 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, 2012the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2520% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 20% 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, 2013the end of the fourth year from the Date of Grant, Optionee may purchase up to an additional 2520% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014the end of the fifth year from the Date of Grant, Optionee may purchase up to an additional 2520% of the total number of shares to which this option relates; so that on or after July 1, 2014, upon the expiration of the fifth year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) In no . Notwithstanding the foregoing, in the event Optionee's employment is terminated for any reason other than one described in Paragraph 5, or in the event the Company shall sell all or substantially all of its assets or is otherwise liquidated, Optionee may purchase 100% of the total number of shares to which this option relates so long as such sale or any part thereof be exercised after liquidation or termination occurs prior to the expiration time the option by its own terms would have expired. Optionee may exercise each portion of ten the option for a period of five (105) years from the Date of Grant, which shall be the term of the option. (c) after each such portion becomes exercisable as hereinabove set forth. 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 a combination of Directors may determinemethods of payment specified in clauses (i) and (ii). (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Carden William J)

Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on ("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000( ) shares of the common stock Common Stock of the Company 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 $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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that at any time during the term of this option on or after July 1, 2012the end of the second year from the Date of Grant, 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 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014the end of the third year from the Date of Grant, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after July 1, 2014, upon the expiration of the third year from the Date of Grant and thereafter 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. Without further action or approval by the Committee, 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 General Counsel of Directorsthe Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board General Counsel of Directorsthe Company, by a combination of methods of payment specified in clauses (i) and (ii), but only if Optionee has owned any shares to be tendered for at least six (6) months, all in accordance with Paragraph 6 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Esco Technologies Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”)Committee, the Company grantswhich action was effective on August 24, effective November 18, 2009 2005 (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000) shares of the common stock of the Company Company, of the par value of $0.001 per share ("Common Stock"), for a period of ten seven (107) years from the Date of Grant, at the purchase price of $14.97 16.88 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 Subject to paragraphs 2(c) and 7, in no event may any shares may be purchased prior hereunder on or before February 25, 2006. (b) Subject to July 1paragraph 2(a) above, 2010. At at any time on or after August 24, 2008 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 shall be entitled to purchase the entire number of shares to which this option relates. (bc) Notwithstanding the foregoing, in the event the Company is wholly or partly liquidated or is a party to a merger, consolidation, or reorganization in which it is not the surviving entity, the option shall become exercisable in full; provided, however, that in the event of a liquidation or a merger, consolidation or other transaction in which the Company is not the surviving entity, the Company may pay Optionee the excess of the fair market value of the shares subject to the unexercised portion of the option (calculated in connection with such merger, consolidation or other transaction) over the option purchase price, in full satisfaction of the Company’s obligations under this Agreement. (d) In no event may this option or any part thereof be exercised after the expiration of ten seven (107) years from the Date of Grant, which shall be the term of the option. (ce) 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 DirectorsCommittee, by tender of shares of Common Stock common stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by such other method a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Section 6 of the Plan. Notwithstanding the preceding sentence, Optionee may request that the Committee agree that payment in full of the option price need not accompany the written notice of exercise; provided that the notice of exercise directs that the certificate or certificates for the shares of Common Stock for which the option is exercised be delivered to a licensed broker acceptable to the Committee as the Board agent for Optionee and, at the time such certificate or certificates are delivered, the broker tenders to the Committee cash (or cash equivalents acceptable to the Committee) equal to the option price for the shares of Directors Common Stock purchased pursuant to the exercise of the option plus the amount (if any) of any withholding obligations on the part of the Company. Such request may determinebe granted or denied in the sole discretion of the Committee. (df) The No shares of Common Stock may be tendered in exercise of this option may not be exercised if such shares were acquired by Optionee through the exercise of an Incentive Stock Option (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended), unless (i) such shares have been held by Optionee for a fraction of a shareat least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted.

Appears in 1 contract

Samples: Employee Nonqualified Stock Option Agreement (SCS Transportation Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”)Committee, the Company grants, effective November 18, 2009 (“Date of Grant”), hereby grants to Optionee the option to purchase all or any part of Three Hundred Thousand ___________ (300,000__________) shares of the common stock Common Stock of the Company Company, of the par value of $.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grantdate hereof, 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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year of the term hereof, Optionee may purchase up to 2520% 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, 2012the end of the second year of the term hereof, Optionee may purchase up to an additional 2520% 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, 2013the end of the third year of the term hereof, Optionee may purchase up to an additional 2520% of the total number of shares to which this option relates; that at any time during the terms of this option after the end of the fourth year of the term hereof, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time on or during the term of this option after July 1, 2014the end of the fifth year of the term hereof, Optionee may purchase up to an additional 2520% of the total number of shares to which this the option relates; so that on or after July 1upon expiration of the fifth year of the term hereof, 2014, and thereafter 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) date hereof. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraph 7 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean incentive stock option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such incentive stock option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Talx Corp)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”), the Company grants, effective November 18March 7, 2009 2016 (“Date of Grant”), to Optionee the option to purchase all or any part of Three One Hundred Thousand (300,000100,000) 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 8.55 per share, which is the fair market value of the Common Stock determined as the latest available 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 1March 7, 20102017. At any time during the term of this option on or after July 1March 7, 20112017, 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 1March 7, 20122018, 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 1March 7, 20132019, 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 1March 7, 20142020, 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 1March 7, 20142020, 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. (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.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Travelzoo Inc)

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Board of Directors of the Company date hereof (“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 30,000 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 EIGHT DOLLARS ($14.97 per share, which is the fair market value of the Common Stock determined as the closing price on the Date of Grant8.00) PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No so that no shares may be purchased prior to July 1, 2010. At any time during until after the term of this option on or after July 1, 2011, Optionee may purchase up to 25% third anniversary of the total number Date of shares to which this option relates; Grant, so that at any time during upon the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% expiration of the total number third year from the Date of shares to which this option relates; that at any time during Grant (the term 15th day of this option on or after July 1October, 2013, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; 2005) 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, thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. , subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates so long as such Change of Control occurs at least six months after the Date of Grant. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraphs 6 and 8 of the Plan. 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 elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means: a. The purchase or other method acquisition (other than from the Company) by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries, or Xxxx X. Xxxx or any entities controlled by him), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then-outstanding shares of common stock of the Company or the combined voting power of the Company's then-outstanding voting securities entitled to vote generally in the election of directors; or b. Individuals who, as of the date hereof, constitute the Board of Directors may determine.of the Company (the "Board" and, as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this section, considered as though such person were a member of the Incumbent Board; or (d) The option may not be exercised for a fraction c. Approval by the stockholders of the Company of a sharereorganization, merger or consolidation, in each case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of, respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation's then outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

Appears in 1 contract

Samples: Employment Agreement (Valley National Gases Inc)

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Board of Directors of the Company (“Board of Directors”), the Company grants, effective November 18, 2009 date hereof (“Date of Grant”), to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000) 50,000 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 Eight Dollars ($14.97 8.00) 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 so that no shares may be purchased prior to July 1, 2010. At any time during until after the term of this option on or after July 1, 2011, Optionee may purchase up to 25% third anniversary of the total number Date of shares to which this option relates; Grant, so that at any time during upon the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% expiration of the total number third year from the Date of shares to which this option relates; that at any time during Grant (the term 1st day of this option on or after July 1June, 2013, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; 2006) 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, thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. , subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates so long as such Change of Control occurs at least six months after the Date of Grant. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraphs 6 and 8 of the Plan. 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 elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means: a. The purchase or other method acquisition (other than from the Company) by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries, or Gxxx X. Xxxx or any entities controlled by him), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then-outstanding shares of common stock of the Company or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors; or b. Individuals who, as of the date hereof, constitute the Board of Directors may determine.of the Company (the “Board” and, as of the date hereof, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this section, considered as though such person were a member of the Incumbent Board; or (d) The option may not be exercised for a fraction c. Approval by the stockholders of the Company of a sharereorganization, merger or consolidation, in each case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of, respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

Appears in 1 contract

Samples: Employment Agreement (Valley National Gases Inc)

Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on ("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000( ) shares of the common stock Common Stock of the Company 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 $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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which 3 this option relates; that at any time during the term of this option on or after July 1, 2012the end of the second year from the Date of Grant, 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 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014the end of the third year from the Date of Grant, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after July 1, 2014, upon the expiration of the third year from the Date of Grant and thereafter 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 (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates. In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. Without further action or approval by the Committee, 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 General Counsel of Directorsthe Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board General Counsel of Directorsthe Company, by such other method as the Board a combination of Directors may determine. methods of payment specified in clauses (di) The option may not and (ii), but only if Optionee has owned any shares to be exercised tendered for a fraction of a share.at least six (6) months,

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Esco Technologies Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors Committee, which action was taken on January 27, 2003 the Company grants to Optionee, effective as of the Company date hereof (“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 _______ 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______ PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No so that no shares may be purchased prior to July 1, 2010. At any time during until the term of this option on or after July 1, 2011, Optionee may purchase up to 25% end of the total number third year from the Date of shares to which this option relates; Grant, so that at any time during upon the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% expiration of the total number third year from the Date 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; Grant 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, thereafter 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 (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates so long as such Change of Control occurs at least six months after the Date of Grant. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraphs 6 and 8 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Valley National Gases Inc)

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Board of Directors of the Company date hereof (“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 30,000 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 EIGHT DOLLARS ($14.97 per share, which is the fair market value of the Common Stock determined as the closing price on the Date of Grant8.00) PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No so that no shares may be purchased prior to July 1, 2010. At any time during until after the term of this option on or after July 1, 2011, Optionee may purchase up to 25% third anniversary of the total number Date of shares to which this option relates; Grant, so that at any time during upon the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% expiration of the total number third year from the Date of shares to which this option relates; that at any time during Grant (the term 15th day of this option on or after July 1October, 2013, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; 2005) 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, thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. , subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates so long as such Change of Control occurs at least six months after the Date of Grant. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraphs 6 and 8 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Employment Agreement (Valley National Gases Inc)

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Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Board of Directors of the Company (“Board of Directors”), the Company grants, effective November 18, 2009 date hereof (“Date of Grant”), to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000) 30,000 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 Eight Dollars ($14.97 8.00) 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 so that no shares may be purchased prior to July 1, 2010. At any time during until after the term of this option on or after July 1, 2011, Optionee may purchase up to 25% third anniversary of the total number Date of shares to which this option relates; Grant, so that at any time during upon the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% expiration of the total number third year from the Date of shares to which this option relates; that at any time during Grant (the term 15th day of this option on or after July 1October, 2013, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; 2005) 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, thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. , subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates so long as such Change of Control occurs at least six months after the Date of Grant. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraphs 6 and 8 of the Plan. 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 elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means: a. The purchase or other method acquisition (other than from the Company) by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries, or Gxxx X. Xxxx or any entities controlled by him), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then-outstanding shares of common stock of the Company or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors; or b. Individuals who, as of the date hereof, constitute the Board of Directors may determine.of the Company (the “Board” and, as of the date hereof, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this section, considered as though such person were a member of the Incumbent Board; or (d) The option may not be exercised for a fraction c. Approval by the stockholders of the Company of a sharereorganization, merger or consolidation, in each case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of, respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

Appears in 1 contract

Samples: Employment Agreement (Valley National Gases Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”), the Company grants, effective November 18July 22, 2009 2013 (“Date of Grant”), to Optionee the option to purchase all or any part of Three Hundred Seventy-Five Thousand (300,00075,000) 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 29.58 per share, which is the fair market value of the Common Stock determined as the latest available 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, 20102015. At any time during the term of this option on or after July 1, 20112015, Optionee may purchase up to 2533 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 July 1, 20122016, Optionee may purchase up to an additional 2533 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 July 1, 20132017, 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 2533 1/3% of the total number of shares to which this option relates; so that on or after July 1, 20142017, 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. (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.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Travelzoo Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”), the Company grantswhich action was taken on January 27, effective November 18, 2009 2007 (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of Three Hundred Thousand one thousand (300,0001,000) shares of the common stock of the Company Company, of the par value of $0.001 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the a purchase price of ten dollars ($14.97 10.00) 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, 2011the Date of Grant, Optionee may purchase up to 2520% 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 1January 25, 20122008, Optionee may purchase up to an additional 2520% 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 1January 25, 20132009, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the term of this option on or after January 25, 2010, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time on or after July 1January 25, 20142011, Optionee may purchase up to an additional 2520% of the total number of shares to which this option relates; so that on or after July 1January 25, 20142011, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the above, in the event of a Change in Control, as defined in the Plan, Optionee may purchase 100% of the total number of shares to which this option relates. (c) 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. (cd) 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 DirectorsCommittee, by tender of shares of Common Stock already owned by OptioneeOptionee for a period of at least six months as of the date of tender and registered in his or her name, and having a fair market value equal to the cash exercise price of the Option being exercised, or (iii) in the discretion of the Board of DirectorsCommittee, by such other method as a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Section 6 of the Board of Directors may determinePlan. (de) The No shares of Common Stock may be tendered in exercise of this option may not be exercised 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 a fraction of a shareat least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted.

Appears in 1 contract

Samples: Stock Option Agreement (Gulfstream International Group Inc)

Grant and Terms of Option. Pursuant to action of the Board of Directors of the Company (“Board of Directors”)Committee, which action was taken on February 2,2004, the Company grantsgrants to Optionee, effective November 18, 2009 as of the date hereof ("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 so that no shares may be purchased prior to July 1, 2010. At any time during until the term of this option on or after July 1, 2011, Optionee may purchase up to 25% end of the total number third year from the Date of shares to which this option relates; Grant, so that at any time during upon the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% expiration of the total number third year from the Date 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; Grant 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, thereafter 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 (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates so long as such Change of Control occurs at least six months after the Date of Grant. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraphs 6 and 8 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Valley National Gases Inc)

Grant and Terms of Option. Pursuant to action of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the Board of DirectorsBoard”), the Company grants, effective November 18September 5, 2009 2019 (“Date of Grant”), ) to Optionee the option to purchase all or any part of Three Four Hundred Thousand (300,000400,000) shares of the common stock of the Company Company, par value of $0.01 each ("Common Stock"), for to vest quarterly over a period of ten two (102) years from as set forth in the Date of Granttable below, at the purchase price of $14.97 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 July 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, 2010. At any time during the term of this option on 2020, as follows: 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 July 1December 31, 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, 20142021, during the term hereof, Optionee will have 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 ten five (105) 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 DirectorsBoard, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsBoard, by such other method as the Board of Directors 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.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Travelzoo)

Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on _________________("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand ________________________________ (300,000________) shares of the common stock Common Stock of the Company Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten five (105) 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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that at any time during the term of this option on or after July 1, 2012the end of the second year from the Date of Grant, 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 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014the end of the third year from the Date of Grant, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after July 1, 2014, upon the expiration of the third year from the Date of Grant and thereafter 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 five (105) years from the Date of Grant. Without further action or approval by the Committee, 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) by a combination of methods of payment specified in the discretion clauses (i) and (ii), but only if Optionee has owned any shares to be tendered for at least six (6) months, all in accordance with Section 7(b) of the Board of Directors, by such other method as the Board of Directors may determinePlan. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Esco Technologies Inc)

Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on ("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000( ) shares of the common stock Common Stock of the Company 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 $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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that at any time during the term of this option on or after July 1, 2012the end of the second year from the Date of Grant, 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 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014the end of the third year from the Date of Grant, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after July 1, 2014, upon the expiration of the third year from the Date of Grant and thereafter 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 (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates. In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. Without further action or approval by the Committee, 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 General Counsel of Directorsthe Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board General Counsel of Directorsthe Company, by such other method as the Board a combination of Directors may determine. methods of payment specified in clauses (di) The option may not and (ii), but only if Optionee has owned any shares to be exercised tendered for a fraction of a share.at least six (6) months,

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Esco Technologies Inc)

Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on ("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand (300,000( ) shares of the common stock Common Stock of the Company 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 $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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that at any time during the term of this option on or after July 1, 2012the end of the second year from the Date of Grant, 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 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014the end of the third year from the Date of Grant, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after July 1, 2014, upon the expiration of the third year from the Date of Grant and thereafter 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. Without further action or approval by the Committee, 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 General Counsel of Directorsthe Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsGeneral Counsel, by such other method as a combination of methods of payment specified in clauses (i) and (ii), but only if Optionee has owned any shares to be tendered for at least six (6) months, all in accordance with Paragraph 6 of the Board of Directors may determinePlan. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Esco Technologies Inc)

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Board of Directors of the Company date hereof (“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 __________________ 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______________ PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No so that no shares may be purchased prior to July 1, 2010. At any time during until after the term of this option on or after July 1, 2011, Optionee may purchase up to 25% third anniversary of the total number Date of shares to which this option relates; Grant, so that at any time during upon the term of this option on or after July 1, 2012, Optionee may purchase up to an additional 25% expiration of the total number third year from the Date of shares to which this option relates; that at any time during Grant (the term 15th day of this option on or after July 1October, 2013, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; 2005) 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, thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. , subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (bas hereinafter defined) Optionee may purchase 100% of the total number of shares to which this option relates so long as such Change of Control occurs at least six months after the Date of Grant. 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 DirectorsCommittee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of DirectorsCommittee, by a combination of methods of payment specified in clauses (i) and (ii), all in accordance with Paragraphs 6 and 8 of the Plan. No shares of Common Stock may be tendered in exercise of this option if such other method as shares were acquired by Optionee through the Board exercise of Directors may determinean Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Employment Agreement (Valley National Gases Inc)

Grant and Terms of Option. Pursuant to action of the Board Committee, which action was taken on _________________("Date of Directors of the Company (“Board of Directors”Grant"), the Company grants, effective November 18, 2009 (“Date of Grant”), grants to Optionee the option to purchase all or any part of Three Hundred Thousand ________________________________ (300,000________) shares of the common stock Common Stock of the Company 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 $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 so that no shares may be purchased prior to July 1, 2010. At during the first year of the term hereof; that at any time during the term of this option on or after July 1, 2011the end of the first year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that at any time during the term of this option on or after July 1, 2012the end of the second year from the Date of Grant, 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 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after July 1, 2014the end of the third year from the Date of Grant, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after July 1, 2014, upon the expiration of the third year from the Date of Grant and thereafter 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. Without further action or approval by the Committee, 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) by a combination of methods of payment specified in the discretion clauses (i) and (ii), but only if Optionee has owned any shares to be tendered for at least six (6) months, all in accordance with Section 7(b) of the Board of Directors, by such other method as the Board of Directors may determinePlan. (d) The option may not be exercised for a fraction of a share.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Esco Technologies Inc)

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