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:
6.2.1. The option price shall be as determined by the Committee, but shall not be less than one hundred percent (100%) of the Fair Market Value of the Shares of Common Stock subject to the Non-Qualified Option on the date such Non-Qualified Option is granted nor less than the par value of such shares.
6.2.2. The Committee shall fix the term of all Non-Qualified Options granted pursuant to the Plan (including the date on which such Non-Qualified Option shall expire and terminate). Such term may be more than ten (10) years from the date on which such Non-Qualified Option is granted. Each Non-Qualified Option shall be exercisable in such amount or amounts, under such conditions, and at such times or intervals or in such installments as shall be determined by the Committee in its sole discretion and as set forth in the agreement evidencing such Non-Qualified Stock Option.
6.2.3. In the event the Company or a Subsidiary thereof is required to withhold the minimum Federal, state or local taxes in respect of any compensation income realized by the Participant in respect of a Non-Qualified Option granted hereunder or in respect of any shares of Common Stock acquired upon exercise of a Non-Qualified Option, the Company or a Subsidiary thereof shall deduct from any payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state or local taxes required to be so withheld or, if such payments are insufficient to satisfy such Federal, state or local taxes, or if no such payments are due or to become due to such Participant, then such Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company regarding payment to the Company of, the aggregate amount of any such taxes. Al...
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. The options shall be treated as non-qualified stock options for U.S. federal income tax purposes.
Non-Qualified Options. It is intended that this Option shall be treated as a non-qualified option under the Code.
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 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. 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 has been granted stock options by the Board pursuant to the Term Sheet equal to 5.0% of outstanding shares of Common Stock as of January 27, 2012, having an Exercise Price of $3.00 per share, vesting 33.33% at signing, and 33.33% on each anniversary thereafter until vested in full (the “Non-Qualified Options”), exercisable for a period of five (5) years if Executive remains employed by the Company during such period. The vested Non-Qualified Options shall be exercisable for a period of ninety (90) days after termination of employment. The Non-Qualified Options have cashless exercisable provisions, and customary stand-down on trading during financings and public offerings.
