Stock Option Grants. Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows:
i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011.
ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%.
iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement t...
Stock Option Grants. EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. ("XM Stock") on the following terms.
(a) On the Effective Date, XM will grant EMPLOYEE an option to purchase Three Hundred Thousand (300,000) shares of XM Stock. On the first anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock.
(b) The options granted pursuant to Article 3.7
(a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant.
(c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof.
(d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof.
(e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's Form S-8 Registration Statement.
Stock Option Grants. During the Term (as defined below), subject to the terms of the Cxxxxx Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (the “2014 Plan”) or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Executive also shall be eligible to receive from time to time additional stock options or other awards in amounts, if any, to be approved by the Board or the Compensation Committee in its discretion.
Stock Option Grants. Executive will receive an annual grant of stock options during the term of this Agreement in a manner and under terms that are consistent with grants made to other executives of the Company.
Stock Option Grants. Executive shall be entitled to options to purchase Common Stock of the Company to the extent granted by the Compensation Committee of the Board of Directors of the Company.
Stock Option Grants. In addition to Base Salary provided for in sections 4.1 and 4.2, Employee is eligible to receive an award of stock options as may be determined from time to time by Employer's Compensation Committee which consists of disinterested directors.
Stock Option Grants. Subject to this Section 3.4, on the Effective Date the Company will grant to the Executive a nonqualified stock option (the “Option”) to purchase 250,000 shares of the Company’s common stock, no par value (the “Common Stock”). The exercise price per share of the Option will be equal to the fair market value of a share of the Common Stock on the Effective Date. The Board (or Compensation Committee thereof) will determine such fair market value in its reasonable, good faith discretion (it being intended that, if the Common Stock is then not publicly traded other than on the over-the-counter market, such fair market value shall be based on the last sales price for a share of Common Stock as quoted on the Pink Sheets unless such methodology does not, in the Board’s reasonable, good faith discretion, produce an accurate fair market value in the circumstances). The Option will vest in substantially equal annual installments (equal installments except that the installments will be rounded to produce vesting installments of whole share increments) over the three-year period following the Effective Date. Except as otherwise provided herein or in the Option Agreement referenced below, in each case, the vesting of each installment of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. The maximum term of the Option will be ten (10) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Option shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Option (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. Executive shall also be eligible to participate in and receive additional grants commensurate with his position and level in any stock option plan and restricted stock plan or other equity-based or equity related compensation plan, programs or agreements of the Company made available generally to its senior executives; provided that the amount, timing, and other terms of any future grant shall be determined by the Board (or the Compensation Committee thereof) in its sole discretion.
Stock Option Grants. The Executive shall be entitled to receive a grant based on the Executive's performance during each year during the term of this Agreement, beginning with 2006. The amount of the stock option grant in any year shall be determined by reference to the profitability of the Company and such other measures as the Board of Directors and the Executive may agree. The terms and conditions relating to the stock option bonus shall be negotiated in good faith.
Stock Option Grants. Subject to this Section 3.4, the Company will grant to the Executive an option (the “Option”) to purchase 560,000 shares of the Company’s Common Stock, effective on the first date following the Effective Date on which the Company’s normal option grant policy would result in grants being effective. The exercise price per share for the Option will be equal to the fair market value of a share of the Common Stock on the date the Option is granted. The Option will be intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. The Option will vest as follows: 25% of the shares subject to the Option shall vest upon Executive’s completion of one year of active and continuous service to the Company following the Effective Date, and 1/48 of the shares subject to the Option shall vest in 36 equal monthly installments upon completion of each month of active and continuous service thereafter such that Executive shall be fully vested in the Option after four years of continuous service from the Effective Date. The vesting of each installment of the Option will occur only if such vesting date occurs during the Executive’s continued employment by the Company through the respective vesting date. The maximum term of the Option will be seven (7) years from the date of grant of the Option. The Option shall be granted under the Company’s 2006 Equity Incentive Plan (the “Plan”), a copy of which has been provided to the Executive, and shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Option (the “Option Agreement”). The Option Agreement shall provide that Executive shall vest in 100% of the then unvested shares subject to the Option in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within 12 months following a Change of Control. The Option Agreement shall be in substantially the form as may be used by the Company to evidence stock option grants for other senior executives made under the Plan at the time of grant.
Stock Option Grants. If the Board decides to adopt an employee stock option plan, the Board may in its sole discretion, award certain number of options or other securities to the Executive.
