Initial Stock Option Award. Without limiting Sections 2(c)(i) or 2(c)(ii) above, the Company will recommend to the FGS board of directors that Executive receive a stock option award to purchase, (A) at an exercise price determined by the FGS board of directors in accordance with the requirements of the Incentive Plan, (B) (I) shares of common stock of FGS in an amount equal to 2% of the total number of shares initially available under the Plan, to be initially vested and exercisable upon grant, and (II) shares of common stock of FGS in an amount equal to 8% of the total number of shares initially available under the Plan, to vest and become exercisable over a four (4)-year period with 25% vesting on each anniversary of the IPO (defined below) subject to Executive’s continuous service through the applicable anniversary, (C) not subject to any adjustment pursuant to Section 12 of the Incentive Plan, without Executive’s written consent, that would reduce the number of shares subject to the stock option or increase the exercise price applicable to the stock option (except to provide equitable adjustment with respect to a reverse stock split or other event specified in Section 12(i) of the Incentive Plan having a substantively similar effect on the outstanding capital of FGS), and (D) otherwise subject to the general terms and conditions of the Incentive Plan. Notwithstanding the foregoing, it is hereby acknowledged and agreed that no stock option award to Executive has been approved by the FGS board of directors, and Executive has no right to receive (and neither the Company nor FGS has any obligation to issue) any stock option award unless and until the FGS board of directors has actually approved any such stock option award and the full terms thereof (including the applicable exercise price).
Initial Stock Option Award. On the Effective Date, the Company shall grant the Executive a 7-year non-qualified stock option award, substantially in the form attached to this Agreement as Exhibit D, as modified by the terms of this Agreement, to purchase 1,000,000 shares of Stock,(the "Initial Stock Option") with Transfer Restrictions lapsing on the first three anniversaries of the date of grant (333,333 on June 1, 2000 and 2001 and 333,334 on June 1, 2002). The exercise price of the Initial Stock Option shall be the average of the closing prices of the Stock on the New York Stock Exchange for the five business days preceding and including June 1, 1999.
Initial Stock Option Award. (a) Upon the occurrence of an IPO, the Executive shall be granted a ten-year Stock Option pursuant to a Stock Option Agreement in substantially the form attached hereto as Exhibit C (the "Initial Stock Option Award").
Initial Stock Option Award. On or as soon as practicable after the Employment Date, the Board of Directors shall grant to the Executive options to purchase a total of 551,235 shares of common stock of the Company (the “Options”), representing 5.0% of the current fully-diluted shares outstanding shares of 11,024,686. The exercise price of the Options shall be the fair market value per share of common stock as set by the Board of Directors on the grant date, which is currently contemplated to be $6.00 per share. The Options shall be granted under the Company’s 1999 Stock Option and Incentive Plan (the “Plan”) and shall be subject to the terms and conditions of the Plan. In the event that any provision of this Agreement respecting the Options shall conflict with the terms of the Plan, however, the terms of this Agreement shall control. The Options shall be incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted by law, and shall have a 10-year term. The Options shall become vested and exercisable in accordance with the following 4-year schedule provided that the Executive remains in the employ of the Company continuously through the applicable vesting date or as otherwise provided in this Agreement:
(A) 25% of the Options shall vest and become exercisable monthly over the first 12 months of employment, 2.0833% per month, with the first such vesting to occur on the one-month anniversary of the Employment Date and subsequent vesting to occur on the same date in each of the following 11 months (or if such date shall not exist in a particular month, then the next succeeding date), and
(B) the remaining 75% of the Options shall vest and become exercisable quarterly over the 36-month period of employment that commences on the first anniversary of the Effective Date, 6.25% per quarter, with the first such vesting to occur on the expiration of the 3-month period following the first anniversary of the Effective Date and subsequent vesting to occur on the expiration of each of the next 11 3-month intervals of employment. Except as provided in Section 4.3.3 below, the Executive shall be provided a minimum period of 90 days following any termination of employment, other than a termination of employment by the Company with Good Cause (as defined in Section 5.1.1 below), during which to exercise the Options to the extent vested.
Initial Stock Option Award. As soon as practicable after the Effective Date the Company shall grant to the Executive a 7-year non-qualified stock option to purchase 200,000 shares of Stock, assuming a 40,000,000 share capitalization of the Company (the "Initial Stock Option") at an exercise price per share equal to $9.25, which represents the fair market value of a share of Stock as determined by J.P. Xxxxxx & Xo. based on current conditions and December 31, 2000 year-end financial statements and first quarter of 2001 financial performance (the "J.P. Xxxxxx Xxxuation"). Such grant shall be substantially in accordance with and subject to the terms and conditions of the Stock Option Agreement attached hereto as EXHIBIT B and incorporated herein by reference, which the Company and the Executive shall enter into as soon as practicable after the Effective Date.
Initial Stock Option Award. On or as soon as practicable following the Effective Date, Executive will be granted a non-qualified stock option under the Company’s Amended and Restated 2001 Stock Option Plan (the “Option Plan”), to purchase up to 230,891 shares of the Company’s common stock, and a non-qualified stock option under the Option Plan to purchase up to 230,890 shares of the Company’s common stock, each subject to the terms and conditions of the Company’s Amended and Restated Stock Option Plan, and subject to the action of the committee that administers such plan (each, a “Stock Option”). Such Stock Options will include the following terms. The per-share exercise price for one such Stock Option will be the fair market value of a share of the Company’s common stock on the date of grant, and the per-share exercise price for the other such Stock Option will be 150% of the fair market value of a share of the Company’s common stock on the date of grant, in each case determined in accordance with the terms of the Option Plan. Each Stock Option will vest, subject to Executive’s continuous service through the applicable vesting date, with respect to 25% of the shares initially covered by the Option on each of the first, second, third and fourth anniversaries of the date of grant. In the event a “Change of Control” of the Company (as defined under the Option Plan) occurs during the Employment Term or a subsequent Consulting Period (as defined in Section 12), any unvested Stock Option shall become vested immediately prior to such Change of Control. Each Stock Option shall have a ten year term, subject to earlier expiration upon and following Executive’s termination of continuous service during the periods as specified in Section 7(f)-(j) of the Option Plan.
Initial Stock Option Award. (a) As of January 11, 2002, the Executive shall be granted a ten-year Stock Option (the "Initial Stock Option") to acquire 495,000 shares of Common Stock of Holdco pursuant to a Stock Option Agreement in substantially the form attached hereto as Exhibit B. Such Stock Option shall have an exercise price, as of January 11, 2002, equal to $3.00 per share of Holdco's Common Stock.
(b) In the event that any merger, consolidation, reorganization, recapitalization, spin-off, split-up, combination, exchange of securities, modification of securities, liquidation, dissolution, share split, share dividend, other distribution of securities or other property in respect of shares or other securities, or other change in corporate structure or capitalization affecting the rights or value of securities of any class that is to be subject to the Initial Stock Option occurs (x) on or after the Effective Date and (y) on or before the date that the Initial Stock Option is actually granted, then appropriate adjustment(s) shall promptly be made in the number and/or kind of securities to be subject to such Option and/or in the exercise price and/or in other terms and conditions of such Option, so as to avoid dilution or enlargement of the rights, economic opportunity and value intended to be represented by such Option.
Initial Stock Option Award. On the Start Date, the Company will grant to the Executive, subject to the Executive’s continued employment with the Company through the grant date, a one- time award consisting of nonqualified options to purchase 432,800 shares of the Company's common stock (the “Shares”) at a per-Share exercise price equal to the grant date fair market value of one Share (the “Initial Option Award”), subject to all of the terms and conditions of the Company’s incentive equity plan and/or inducement plan, as applicable, an individual award agreement, and any ancillary agreements with the Company that the Executive may be required to enter into as a condition of such grant (collectively, the “Equity Documents”), which will provide, among other things, that the Initial Option Award will vest and become exercisable over 4 years as follows: (i) as to 25% of the Shares underlying the Initial Option Award on the first anniversary of the Start Date and (ii) as to an additional 6.25% of the Shares underlying the Initial Option Award on the last day of each of the next 12 successive calendar quarters, provided in each case that the Executive remains employed by the Company and in compliance with the Equity Documents through each such vesting date. In the event of any conflict between any terms of this Agreement and any terms of the Equity Documents, the terms of the Equity Documents will prevail.
Initial Stock Option Award. On or as soon as practicable after the date on which Executive commences employment, the Board of Directors shall grant to Executive options to purchase a total of 75,000 shares of Common Stock of the Company (the “Options”). The exercise price of the Options shall be the fair market value per share of Common Stock as set by the Board of Directors on the grant date. The Options shall be granted under the Company’s 2004 Stock Incentive Plan (the “Plan”). The Options shall be subject to the terms, provisions and conditions of the Plan. In the event that any provision of this Agreement respecting the Options shall conflict with the terms of the Plan, however, this Agreement shall control. The Options shall be incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted by law, and shall have a 10 year term. The Options shall vest and become exercisable annually over the first three years of employment, one-third per year, with the first such vesting to occur on the one-year anniversary of the Effective Date and subsequent vesting to occur on the same date in each of the following two (2) years, provided that Executive remains in the employ of the Company continuously through the applicable vesting date or as otherwise provided in this Agreement.
Initial Stock Option Award. As of the Start Date, the Executive shall be granted a ten-year, nonqualified Stock Option (the “Initial Stock Option”) to acquire 3% of the Company’s outstanding shares of Common Stock, determined on a fully diluted basis as of the Start Date, pursuant to a Stock Option Agreement in substantially the form attached hereto as Exhibit B. The Initial Stock Option shall have an exercise price equal to the Fair Market Value a Share on the date of grant. The Executive may not voluntarily transfer, on or before the second anniversary of the Start Date and other than in the limited circumstances described in Exhibit B, more than twenty percent (20%) of any shares acquired on exercise of any Stock Option.
