Common use of Non-Qualified Stock Options Clause in Contracts

Non-Qualified Stock Options. (i) Subject to Section 4(c)(iii) herein, the Parent Company will grant to the Associate, pursuant to the Parent Company’s Amended and Restated Stock Option Plan (the “Option Plan”), non-qualified stock options to purchase an aggregate of 30,000 shares of Parent Company Stock, as follows: (A) A non-qualified stock option to purchase 10,000 shares of Parent Company Stock, which will vest in full (or “cliff” vest) on April 30, 2020, subject to the Associate’s continuous service (as that term is defined in the Option Plan) as of the vesting date; and (B) A non-qualified stock option to purchase 20,000 shares of Parent Company Stock, with vesting of such option subject to the attainment of certain performance conditions based on the Parent Company’s consolidated net income growth during fiscal years 2016 through 2020. If the Parent Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 10% or more, the stock option will “cliff” vest in its entirety (20,000 shares) on the date which marks the fifth (5th) anniversary of the stock option grant date (the “Vesting Date”). If the Parent Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 5% or more but less than 10%, the stock option will “cliff” vest as to 10,000 shares on the Vesting Date. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is less than 5%, the stock option will be forfeited. (ii) For purposes of this Section 4(c), “consolidated net income” for a given fiscal year shall mean “Net income” as reported in the Company’s consolidated statement of operations included in the Company’s Annual Report on Form 10-K for such fiscal year as filed with the Securities and Exchange Commission, except that if on the Vesting Date the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ending April 30, 2020, “consolidated net income” for fiscal year 2020 shall be the Company’s “Net income” as reported in the Company’s public earnings press release for such fiscal year. All terms used in this Section 4(c) shall have the definitions set forth in this Agreement, the Option Plan or the applicable Stock Option Agreement, as the case may be. (iii) The stock option grants under this Section 4(c) shall be made on August 5, 2015, the date of the Parent Company’s annual meeting of shareholders, subject to and contingent upon the approval by such shareholders of the Option Plan.