Non-Qualified Options. The Options granted hereunder are not intended to be incentive stock options within the meaning of Section 422 of the Code.
Non-Qualified Options. Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:
Non-Qualified Options. The Options granted hereunder are not part of or authorized pursuant to any plan or arrangement which is qualified or created incident to any provision of the Internal Revenue Code of 1986, as amended.
Non-Qualified Options. The terms and conditions of each Non-Qualified Option granted under the Plan shall be specified by the Committee, in its sole discretion, shall be set forth in an Award Agreement between the Company and the Participant in such form as the Committee shall approve, and such Option shall be clearly identified therein as a Non-Qualified Option and shall be a “non-qualified stock option” for Federal income tax purposes to which section 421 of the Code does not apply. The terms and conditions of any Non-Qualified Option granted hereunder need not be identical to those of any other Non-Qualified Option granted hereunder. Notwithstanding the above, the terms and conditions of each Non-Qualified Option shall include the following:
Non-Qualified Options. The options shall be treated as non-qualified stock options for U.S. federal income tax purposes.
Non-Qualified Options. The Options are not an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended or any successor provision thereto.
Non-Qualified Options. It is intended that this Option shall be treated as a non-qualified option under the Code.
Non-Qualified Options. Subject to Seller's right to waive this provision consistent with the terms of the Merger Agreement, Employee agrees not to exercise that portion of his Options to purchase Seller's common stock to the extent such options are nonqualified stock options ("NSOs"). All NSOs shall be surrendered at the Effective Time in exchange for a cash payment equal to the excess of the Average Per Share Consideration, as defined in the Merger Agreement, over the exercise price for the Options times the number of shares covered by the NSOs. The cash proceeds will be reduced by any applicable withholding. No option holder shall exercise any Option after the date which is five calendar days prior to the Effective Time of the Merger, provided that incentive stock options ("ISOs") may be exercised after the Effective Time of the Merger. The Company will give notice to the option holder of the expected Effective Time at least fifteen calendar days prior to such Effective Time. Employee agrees, to the extent he has transferred Options, that he will use his best efforts to get the transferee(s) of such Options to execute an agreement, dated as of the date hereof, whereby such transferees(s) will agree to the same restrictions on his/their options as contained in this Paragraph 1.
Non-Qualified Options. The Executive shall be entitled to receive non-qualified options to purchase 100,000 shares of the Common Stock of the Company at $4.75 per share in the form of Exhibit A attached hereto (the "Non-Qualified Options") exercisable in full upon the earlier of (i) two years (50,000 shares exercisable upon the first anniversary of this Agreement and 50,000 shares exercisable upon the second anniversary of this Agreement), and (ii) immediately upon (A) a Qualified Public Offering (as defined in the Securities Purchase Agreement), (B) a public or private offering of debt or equity securities of the Company with net proceeds to the Company of not less than $40,000,000 or any individual public or private offerings of debt and/or equity securities that in the aggregate equals or exceeds $40,000,000 or (C) a sale of all or substantially all of the assets of the Company or its subsidiaries (each of the events in clauses (A), (B) and (C) known as a "Liquidity Event"). The Non-Qualified Options shall be exercisable for up to ten (10) years, and shall provide for "cashless exercise" and in the event of the Executive's termination of employment for any reason, exercisable for up to one year from the date of such termination. The Non-Qualified Options shall be subject to accelerated vesting as provided for in this Agreement. If the Executive's employment is terminated pursuant to a Termination for Cause or a Voluntary Termination, all the then unvested Non-Qualified Options shall immediately terminate and no longer be outstanding.
Non-Qualified Options. A participant generally will not have taxable income on the grant of a non-qualified option. A participant will have taxable income upon the exercise of a non-qualified option equal to the excess of the fair market value of Xxxxxxxxx Class A common stock over the option exercise price multiplied by the number of shares subject to exercise (referred to as the “option spread”), and we will generally be entitled to deduct that amount for federal income tax purposes (subject to the restrictions on deductibility pursuant to Code Section 162(m), described below). This taxable income will be taxed to a participant as ordinary compensation income. Taxable income a participant recognizes from a participant’s award is subject to federal and applicable state and local income tax withholding. Federal Insurance Contributions Act, or FICA, taxes comprised of Social Security and Medicare taxes must also be withheld on the taxable income recognized at exercise. A participant may incur a tax liability on the subsequent disposal of shares acquired from a participant’s option if these shares are sold at a gain. A participant will be responsible for paying any tax due and ensuring that any sale by a participant of the shares is reported to the tax authorities as required by applicable law. When a participant sells or otherwise disposes of shares, an amount equal to the difference between the sale or other disposition price of these shares and the cost basis of these shares will be treated as a capital gain or loss. The cost basis is equal to the amount previously taxed to a participant as compensation income plus the option price. If the shares that a participant sells at a gain have been held for less than one year, a short-term capital gain will be recognized, which gain is subject to tax at ordinary income tax rates. For shares that a participant sells at a gain that have been held one year or longer, a long-term capital gain will be recognized, which is currently subject to tax at reduced rates. If a participant sells the shares at a loss because the cost basis of the shares exceeds the disposition price of the shares, the loss will be a capital loss, the use of which is limited on a participant’s individual federal income tax return.
