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. On or as soon as practicable after the date on which Employee commences employment, the Board of Directors shall grant to Employee options to purchase a total of twenty-five thousand (25,000) 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, as amended and restated (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 four years of employment, one-quarter 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 three (3) years, provided that Employee remains in the employ of the Company continuously through the applicable vesting date or as otherwise provided in this Agreement.
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 400,000 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 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. As soon as practicable after the date hereof, the Company shall grant to the Executive a 7-year non-qualified stock option to purchase 150,000 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 the then fair market value of a share of Stock as determined by X.X. Xxxxxx & Co. based on current conditions and December 31, 2000 year-end financial statements and third quarter of 2001 financial performance (the "X.X. Xxxxxx Valuation"). 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 date hereof.
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 114,617 shares of common stock of the Company (the “Options”), representing 1% of the fully-diluted shares outstanding of the Company on or about September 1, 2002. 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:
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 322,500 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.
Initial Stock Option Award. On May 15, 2001, the Company shall grant to the Executive a 7-year non-qualified stock option to purchase an amount of shares of Stock equal to four percent (4%) of the issued and outstanding shares of Stock on such date on a fully diluted basis (for the purpose of this Section 7, the term "fully diluted basis" shall mean shares of Stock outstanding on May 15, 2001 and options in existence on May 15, 2001 as well as the options to be granted to the Executive on such date and to any other employee on such date) (the "Initial Stock Option") at an exercise price per share equal to the then 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 C and incorporated herein by reference, which the Company and the Executive shall enter into as soon as practicable after May 15, 2001.
Initial Stock Option Award. As a material inducement for Executive to accept employment with the Company, on the Commencement Date, Executive was granted a stock option award covering two million (2,000,000) shares of the Company’s common stock (the “Initial Stock Option”). A portion of the Initial Stock Option covering one million (1,000,000) shares of the Company’s common stock was granted under the Incentive Plan (the “Initial Plan Grant”). The portion of the Initial Stock Option not represented by the Initial Plan Grant was granted as an “employment inducement award” (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual).
