Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10, 2014, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10, 2015, January 10, 2016 and January 10, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein.
(c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that the Executive be an employee of Sirius XM shall, in the event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of August 23, 2011, between the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase 7,500,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $1.69 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of August 23, 2012, August 23, 2013, August 23, 2014 and August 23, 2015.
(c) If the Executive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable.
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of , the closing price of such common stock on The Nasdaq Global Select Market on [[INSERT DATE OF CLOSING PRICE]] (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Plan.
(b) Subject to the terms and conditions of this Section 1(b), this Option shall vest and be exercisable as follows:
(i) Shares shall vest and become exercisable on August , 2012 if the Employee continues to be employed by the Company on August , 2012;
(ii) Shares shall vest and become exercisable on August , 2013 if the Employee continues to be employed by the Company on August , 2013;
(iii) Shares shall vest and become exercisable on August , 2014 if the Employee continues to be employed by the Company on August , 2014; and
(iv) Shares shall vest and become exercisable on August , 2015 if the Employee continues to be employed by the Company on August , 2015.
Grant of Option; Vesting. 3.1 Subject to this Agreement and the Plan, the Company shall grant to the Employee an option to purchase ___ shares of Common Stock of the Company, par value $0.0017 each (the "SHARES") at an exercise price of $_____ per share (the "OPTION"), at the time and in the manner hereinafter provided. The term of the Option shall be 8 years from _____________, or such shorter period as is prescribed in Section 3.3 below.
3.2 Subject to the provisions of Section 3.3 below, the Option may exercised by the Employee, in whole or in part, according to the following vesting schedule: __% of the Shares subject to the Option shall vest _______ (___) months after _______, additional __% of the Shares subject to the Option shall vest _________ (__) months following such date; additional __% of the Shares subject to the Option shall vest ________ (__) months after such date; and additional __% of the Shares subject to the Option shall vest ________ (__) months after such date, subject to the Employee's continuing employment with the Company or any Related Company on such dates.
3.3 The consideration for the exercise of the Option shall be paid on the date of the exercise of the Option. The Option shall be exercisable by the Employee in progressive stages on the exercise dates as aforesaid, but in no event may the Optionee exercise this Option after the term as provided for in Section 3.1 above and PROVIDED THAT the Employee shall have been continuously employed by the Company and/or a Related Company, from __________ until such date of exercise. In the event of termination of the Employee's employment by the Company and/or a Related Company for any reason other than for Cause (as such term is defined in Section 7.7 of the Plan) and subject to the provisions of Section 7.7 of the Plan, prior to the complete exercise of the Option, the Employee may exercise the Option within thirty (30) days following the earlier of such termination or notice of termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as prescribed in this Agreement). Notwithstanding any of the abovementioned, in the event that the employment of the Employee with the Company and/or a Related Company is terminated for Cause, any unexercised portion of the Option shall immediately expire and be of no further force or effect upon the earlier of such termination or notice of termination.
Grant of Option; Vesting. The Company hereby grants to Director the option to purchase, as hereinafter set forth, 20,000 shares of common stock of the Company at the exercise price of $15.75 per share. Except as otherwise expressly provided in this Agreement, the option will vest and become exercisable in four equal components of 5,000 shares on each of the following dates: (i) the date of the general meeting of the Company's stockholders next following the date of this Agreement that is held in calendar year 1999, provided Director is still a director of the Company on such date; (ii) the date of the annual general meeting of the Company's stockholders in calendar year 2000, provided Director is still a director of the Company on such date; (iii) the date of the annual general meeting of the Company's stockholders in calendar year 2001, provided Director is still a director of the Company on such date; and (iv) the date of the annual general meeting of the Company's stockholders in calendar year 2002, provided Director is still a director of the Company on such date. The grant of the option is subject to and contingent upon the approval of the stockholders of the Company at the Stockholders' Meeting.
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (as amended, the "Plan"), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (the "Employment Agreement"), the Company hereby grants to the Employee the right and option (this "Option") to purchase up to thirty million (30,000,000) shares (the "Shares") of common stock, par value $0.001 per share, of the Company at a price per share of $4.74 (the "Exercise Price"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable with respect to the Shares according to the following schedule: Vested Percentage ----------------- Date of the Shares ---- ------------- November 18, 2005 20 percent November 18, 2006 40 percent November 18, 2007 60 percent November 18, 2008 80 percent November 18, 2009 100 percent Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
(c) If the Employee's employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided, that if the Employee's employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable.
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), the Company hereby grants to the Director the right and option (this “Option”) to purchase up to [ ] ( ) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $[ ] (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) The right and option to purchase up to up to [ ]( ) Shares shall vest and be exercisable as follows:
(i) [ ] ( ) Shares shall vest and become exercisable on , 2012;
(ii) [ ] ( ) Shares shall vest and become exercisable on , 2013;
(iii) [ ] ( ) Shares shall vest and become exercisable on , 2014; and
(iv) [ ] ( ) Shares shall vest and become exercisable on , 2015.
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Kura Sushi USA, Inc. 2018 Incentive Compensation Plan, as amended from time to time (the “Plan”), the Company hereby grants to the Optionee the right and option (this “Option”) to purchase all or any part of an aggregate of _________________________ (____) shares (the “Shares”) of the Common Stock of the Company at a price per share of $_________________, which is not less than one hundred percent (100%) of the Fair Market Value of a Share of the Common Stock of the Company on the date the Option is granted (the “Exercise Price”). In the case of any stock split, stock dividend, or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 9(c) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in [________________ equal installments on each of _____________, 20___, _________________, 20___, _____________, 20___, [and] _____________, 20___ [and _____________, 20___] [upon the date of grant].
(c) Except as provided in Section 2 of this Agreement, if the Optionee’s Continuous Service terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration.
Grant of Option; Vesting. Subject to the terms and conditions set forth in the Plan and herein, the Company grants to the Participant an Option to purchase from the Company [ ] shares of Common Stock at a price of [$ ] per share, subject to adjustment as provided in Section 3.3 of the Plan. The term of this Option commences on [ , 20 ] (the “Grant Date”) and will expire on [ , 20 ] (the “Expiration Date”), unless it expires sooner pursuant to Paragraph 6. This Option will vest and become exercisable as follows: On and After Number of Shares Vested [1st Anniversary of Grant Date] [25%] Shares [2nd Anniversary of Grant Date] Additional [25%] Shares [3rd Anniversary of Grant Date] Additional [25%] Shares [4th Anniversary of Grant Date] Additional [25%] Shares
