New Stock Options. The Company shall Grant to Executive 50,000 new Stock Options ("New Options") under The 1997 Rayovac Incentive Plan ("1997 Plan"). The grant date of such New Options shall be the Effective Date and such New Options shall have an exercise price equal to the opening price on the New York Stock Exchange as of such date. Fifty Percent (50%) of New Options shall be Time-Vesting Options and Fifty Percent (50%) shall be Performance-Vesting Options. Time-Vesting Options shall vest 1/3 October 1, 2003, 1/3 October 1, 2004 and 1/3 October 1, 2005. Subject to the Company meeting performance goals established by the Board, the Performance-Vesting Options shall vest 1/3 October 1, 2003, 1/3 October 1, 2004 and 1/3 October 1, 2005. The terms and conditions of such New Options shall be substantially similar to the terms and conditions of previous option grants.
New Stock Options. As further compensation, and in addition to the stock options that have been issued to the Executive prior to June 3, 2005 (which are not affected by this Agreement and remain outstanding, vested, and exercisable in accordance with their terms), the Company has granted to the Executive, for service on and after the Approval Date, new options to purchase additional shares of common stock of the Company (the "New Options") as follows:
(a) All of the New Options were deemed granted and issued on the Approval Date.
(b) The New Options have a term of 10 years, running from the Approval Date.
(c) Among the New Options, options for the maximum permissible number of shares are Incentive Stock Options ("ISOs") for purposes of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (together, the "Tax Laws"), and those ISOs were issued with the minimum per share exercise price consistent with tax-advantaged treatment of those options as ISOs under the Tax Laws. Those ISOs are among the New Options referred to as vesting in each of the four annual installments provided for in paragraph "(f)" below in this Section 6, with the numbers of shares for which such ISOs will be exerciseable in each of those installments having been determined in such a manner as to maximize the total number of shares as to which such tax advantaged treatment is available; and the ISOs shall vest and become first exerciseable at the times and under the conditions for each such installment, respectively.
(d) The remainder of the New Options are non-statutory stock options and were issued with a per share exercise price equal to the fair market value of a share of common stock of the Company on the Approval Date, as determined in accordance with the terms of the Company's 2004 Stock Incentive Plan (the "2004 Plan").
(e) The exercise prices of the New Options and the numbers of shares that may be purchased upon exercise of the New Options are subject to the anti-dilution adjustments provided for in the 2004 Plan.
(f) The New Options, in the aggregate, grant the right to purchase a total of six hundred thousand (600,000) shares of common stock of the Company, and they shall vest and become exerciseable as follows (or as expressly stated elsewhere in this Agreement in the event of certain circumstances and events provided for herein): New Options for one hundred fifty thousand (150,000) shares (some of which are ISOs and some of which are non-statutory stock options, as provi...
New Stock Options. Subject to the following conditions, the approval thereof by the Board and the closing of the Merger (collectively, the "Stock Option Conditions"), the Company shall grant the Independent Consultant a stock option (the "New Option") to purchase up to 400,000 shares of the Company's common stock (the "Common Stock") (such number of shares to be adjusted to reflect stock splits, reverse stock splits, stock dividends, and similar changes in capitalization of the Company after the Effective Date):
3.3.1 The per share exercise price for the shares of the Common Stock issuable upon exercise of the New Options so issued shall be determined by the Board of Directors of the Company or a committee thereof as of the Effective Date, to be equal to the fair market value of the Company's common stock on The Nasdaq National Market on the Effective Date. For the purposes of the New Option, "fair market value" shall mean the greater of (x) the closing price of shares of the Common Stock on The Nasdaq National Market on the Effective Date, and (y) the average of the closing prices for a share of the Common Stock on The Nasdaq National Market for each trading day during the one-month period immediately preceding the Effective Date.
3.3.2 The New Option shall be granted under the Company's 2001 Stock Option Plan or such other plan as the Company may elect, in its sole discretion (the "2001 Plan"), and (i) shall be granted subject to the terms of the 2001 Plan, and (ii) shall be evidenced by and granted subject to the terms of a stock option agreement in substantially the form attached hereto as Exhibit A ("Form of New Stock Option Agreement").
3.3.3 The Independent Consultant acknowledges having received a copy of the 2001 Plan and the Form of New Stock Option Agreement.
3.3.4 So long as the Independent Contract provides Services to the Company under this Agreement, the New Option shall vest as follows: (i) 25% on the one year anniversary of the vesting commencement date of the New Option, and (ii) thereafter, 75% at a monthly rate of 1/36th each month in arrears. The New Option shall be exercisable only to the extent then vested and in accordance with the terms of the Form of New Stock Option Agreement.
New Stock Options. Upon the Board’s determination of the fair market value of the Company’s Common Stock, the Board shall grant stock options to Executive, which will be, to the extent possible under the $1,000,000 rule of Section 422(D) of the Code of, “incentive stock option” (as defined in Section 422 of the Code), as follows:
(i) Option to purchase 1,500,000 shares of the Company’s Common Stock to vest monthly over four (4) years with a vesting start date of January 1, 2010.
(ii) Option to purchase 200,000 shares of the Company’s Common Stock to vest upon an event or events to be determined by the CEO upon collaboration with the Board. Except as otherwise provided herein, all grants under this Section 3(c) and all current and future Company option grants shall be subject to the terms, definitions and provisions of the Company’s 2008 Stock Option Plan (the “Option Plan”) and the standard form of Stock Option Agreement (or Agreements) under the Option Plan entered into by and between Executive and the Company. Additionally, all grants under this Section 3(c) shall be subject to early exercise provided that to the extent Executive exercises the option to purchase any unvested shares pursuant to the early exercise provisions of Executive’s current and future option agreements, all such unvested shares shall be subject to the Company’s repurchase right (as set forth in and under the terms of the Company’s form of Restricted Stock Purchase Agreement).
New Stock Options. Promptly after the closing date under the Note Purchase Agreement dated as of February 11, 2009 between Corporation and X.Xxxxxx L.P. (the “Note Purchase Agreement”), Corporation shall issue to Executive options to purchase Seven Million Nine Hundred Ninety Thousand Seven Hundred Fifty-Six (7,990,756) shares of Corporation’s Common Stock pursuant to its stock option plan (the “First Executive Stock Options”), representing 4.5% of Corporation’s capitalization, calculated on a fully-diluted basis, for $0.14 per share. In addition, in the event that either the $5,000,000.00 Secured Convertible Promissory Note dated February 19, 2009 will be converted at a future date into shares of the Corporation’s Common Stock (the “Conversion Stock”) or there shall be an equity investment in the Company in an amount of at least $5 million (in one transaction or a series of transactions) on or before March 17, 2010, then, promptly after such conversion or such equity investment, the Corporation shall issue to Executive additional options to purchase One Million Six Hundred Eighty Two Thousand Eight Hundred Seventy-Two (1,682,872) shares of Corporation’s Common Stock pursuant to its stock option plan (the “Second Executive Stock Options”; and, together with the First Executive Stock Options, the “New Stock Options”), representing 4.5% of the Conversion Stock, and having an exercise price equal to the fair market value of the Corporation’s Common Stock as of such time.
New Stock Options. Section 7 of the Employment Agreement is hereby amended to add subsection (c), which shall read in its entirety as follows:
New Stock Options. In addition to any other stock options previously granted by the Company to the Employee, the Company and Employee shall enter into an additional Stock Option Agreement whereby the Company shall grant to Employee additional options ("New Options") to purchase up to a maximum of 385,000 shares of the Company's common stock. New Options shall vest (a) in equal proportions over a period of seven years from the date of grant and (b) irrespective of the schedule required by clause (a) of this Section, all Current Options and all New Options (collectively "Options") shall vest and be exercisable by Employee immediately prior to any transaction or series of sequenced events in which all or substantially all of the Company's assets or common stock are sold to a third party or third parties or are committed to be sold to a third party or third parties as evidenced by the execution by the Company and the third party or third parties of a letter or memorandum of intent.
New Stock Options. Company shall grant Executive a non-qualified option to purchase fifteen million (15,000,000) shares of common stock of the Company with an exercise price equal to the per share price of the Company’s common stock as of the close of trading on the trading day that this Agreement is signed, subject to the terms and conditions of Company’s standard award documentation. Such options shall vest with respect to six million (6,000,000) of such shares on the date of grant, and will vest with respect to the balance (nine million (9,000,000) shares) in 21 equal installments on the last day of each month beginning on January 31, 2012 and ending on September 30, 2013, provided that Executive remains employed by Company on each vesting date. Executive may receive additional future grants of options to acquire stock during the Term if determined by the Chief Executive Officer and approved by the Board, each in their respective sole and absolute discretion.
New Stock Options. As will be evidenced by a separate stock option agreement in substantially the form attached hereto as Exhibit A, the Employer shall grant to Employee an incentive stock option on the Effective Date or as soon as administratively feasible thereafter, to purchase 150,000 shares of the Employer’s common stock pursuant to the Employer’s 2005 Equity Incentive Plan (the “2005 Plan”). The option will vest in twelve (12) equal quarterly installments with an exercise price equal to the Fair Market Value of the Employer’s common stock (as defined in the 2005 Plan) on the Effective Date or the actual date of grant if the grant occurs after the Effective Date.
New Stock Options. Contemporaneously herewith and in lieu of the Stock Option referred to in Paragraph 4 of the Employment Agreement and the Stock Option Agreement dated December 18, 1997 for 300,000 of Benz common stock, Benz shall grant to LaFlure a new Stock Option Agreement for 500,000 of Benz common stock $0.01 par value in the form of Stock Option Agreement attached hereto and marked Exhibit "C", and incorporated herein by reference. Upon receipt of the new Stock Option Agreement LaFlure shall execute a document terminating all of his rights and titles under the Stock Option Agreement dated as of December 18, 1997.
