Third Option. Contemporaneously with the delivery of the Option IND Package for the third Option Target, Surface will provide an Option Selection Notice to Novartis indicating whether the Option for the third Option Target will be a Regional Option or a Global Option. Notwithstanding the foregoing, if Novartis provided a Novartis Deferral Notice in accordance with Section 4.2.3.2, then contemporaneously with the delivery of the Option Exercise Notice for the third Option Target, Novartis will provide an Option Selection Notice to Surface indicating whether the Option for the third Option Target will be a Regional Option or a Global Option or whether Novartis will terminate its rights to such Option Target in accordance with Section 4.1.2.
Third Option. Following the Closing Date, and subject to the approval of the Board, the Committee or the Delegate, as applicable, and subject to the achievement of certain Company performance milestones established by, and in the sole discretion of, the Board, the Committee or the Delegate, as applicable, Executive shall be eligible to receive a stock option grant with a grant date fair value of $3,000,000 (the “Third Option”). The exercise price per share will be equal to the fair market value per share on the date the Third Option is granted, as determined by the Board in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. Executive should consult with Executive’s own tax advisor concerning the tax risks associated with accepting an option to purchase a share of the Company’s common stock. The term of the Third Option shall be ten (10) years, subject to earlier expiration in the event of the termination of Executive’s services to the Company. Subject to any vesting acceleration rights Executive may have, the Third Option will vest on a monthly basis over a 4-year period, subject to Executive continuing to provide services to the Company through each vesting date. The Third Option will be subject to the terms, definitions and provisions of the Equity Plan and the stock option agreement by and between Executive and the Company evidencing the grant of the Third Option, which Executive will be required to sign, both of which documents are incorporated herein by reference.
Third Option. If the Tenant exercised the First Option and the Second Option, then provided the Tenant is not then in material default under the Lease or the Offer to Lease, the Landlord will, at the expiration of the Second Extended Term and on the written request of the Tenant delivered not later than 6 months and not earlier than 18 months before the expiration of the Second Extended Term, grant the Tenant one option to renew (the “Third Option”) for a further 5 years (the “Third Extended Term”). The Tenant’s failure to exercise this option with the time period specified shall render the Third Option null and void and incapable of further exercise. If the Tenant exercise the Third Option within the time specified, then:
a. all conditions in the Lease shall remain the same during the Third Extended Term except for Annual Rent, the Landlord’s contribution to the costs of Leasehold Improvements, the First Option and the Second Option; and
b. the Annual Rent during each year of the Third Extended Term shall be determined in the manner set out in the Lease. For greater certainty, Annual Rent during each year of the Third Extended Term shall be the effective fair market rent for the Premises as of the commencement of the Third Extended Term, when compared to premises of similar size, quality and location in office buildings of a similar size, quality and location in the Greater Vancouver Regional District, as if the Premises arc unimproved. The effective fair market rent referred to above shall be determined by mutual agreement of the parties, or, failing agreement thereon prior to the date two months before the conclusion of the Second Extended Term, by arbitration under the Commercial Arbitration Act. R.S.B.C. 1996, c. 55, as amended from time to time. If the matter is being determined by arbitration but has not been determined at the commencement of the Third Extended Term, the Tenant shall continue to pay, when due, the installments of Annual Rent payable dining the last year of the Second Extended Term, together with all other payments which comprise Rent, and Tenant shall pay the deficiency or the Landlord shall credit the excess (if any) without interest within 10 days of the adjusted Annual Rent being agreed or determine.
Third Option. One (1) – five (5) year term commencing April 1, 2012 and ending March 31, 2017; and, iv)
Third Option. In addition to the Stock Grant, the First Option and the Second Option, the Company shall grant to the Executive, under the Company's Incentive Stock Plan, an option ("Third Option") to purchase up to an additional 100,000 shares of the Company's Common Stock at an exercise price equal to the price per share to the public set forth on the cover of the prospectus relating to the IPO and as set forth on the Option Grant attached hereto and incorporated herein as Exhibit "C". The Third Option shall terminate on the tenth anniversary of the IPO Date, subject to earlier termination as may be set forth in this Agreement. The Third Option is in addition to any other option grant which may be made to the Executive during his employment.
Third Option. The Company shall grant to the Employee an incentive stock option (to the extent allowable) to purchase a total of 175,000 shares of the Company’s Common Stock (the “Third Option”). The exercise price of the Third Option shall equal the fair market value of a share as of the date of grant. Subject to the Employee’s continued employment with the Company, the Third Option shall vest and become exercisable as to 1/7 of the shares subject to the Third Option on the first annual anniversary of the Effective Date, and an additional 1/84th of the shares subject to the Third Option shall vest and become exercisable on each subsequent monthly anniversary of the Effective Date. Notwithstanding the foregoing (x) all of the then unvested portion of the Third Option shall become vested and exercisable immediately upon the earlier to occur of the following events, so long as such event occurs within two years of the Effective Date: (i) such time as the closing sales price of the Company’s Common Stock on the Nasdaq National Market (or such other established stock exchange or national market system on which the Company’s Common Stock is listed) exceeds $14.00 per share for 30 consecutive trading days or (ii) the consummation of a Change of Control pursuant to which the holders of the Company’s Common Stock receive consideration having a fair market value (as determined by the Board) of not less than $14.00 per share and (y) a portion of the then unvested portion of the Third Option shall become vested and exercisable upon the occurrence of certain events as provided in Section 6(b) below. The form of stock option agreement pertaining to the Third Option is attached hereto as Exhibit C.
Third Option. On August 28, 2024 (“Third Option Grant Date”), Executive was granted the option to purchase all or any part of 282,284 of the common stock of the Company (the “Common Stock”) at an exercise price per share of $1.03 (the “Third Option”). The Third Option vests and becomes exercisable in accordance with the following vesting schedule: (aa) 70,571 shares of Common Stock subject to the Third Option will vest and become exercisable on May 3, 2025; (bb) an additional 70,571 shares of Common Stock subject to the Third Option will vest and become exercisable on May 3, 2026; (cc) an additional 70,571 shares of Common Stock subject to the Third Option will vest and become exercisable on May 3, 2027; and (iv) an additional 70,571 shares of Common Stock subject to the Third Option will vest and become exercisable on May 3, 2028, such that the Third Option shall be fully vested and exercisable as of such date.
Third Option. (1) Subject to the exercise of the Second Option, the Option Grantor hereby grants to the Option Earner the right to increase its undivided beneficial interest in the Assets a further 5% (the “Third Option”), which the Option Earner may exercise in its sole discretion by:
(a) providing written notice to the Option Grantor no later than twenty (20) Business Days following the exercise of the Second Option that the Option Earner elects to proceed with the Third Option; and
(b) the Option Earner receiving and delivering to the Option Grantor, on or before the first anniversary of the delivery to the Option Grantor of the Feasibility Study, for the benefit of the Joint Venture all required permits for Mining to commence on the Property; provided that , the Option Grantor may, in its sole discretion, grant the Option Earner an extension of six (6) months to permit the Option Earner to meet its obligations under Section 3.03(1)(b) if the Option Grantor, acting reasonably , determines that all required Mining permitting applications have been filed, at least one (1) month prior to the deadline in Section 3.03(1)(b) for delivery of the required permits with the appropriate permitting agency, but the permitting agency has not issued, and has not yet declined to issue, such permits.
(2) Upon the date that the Option Earner exercises the Third Option, the Option Earner shall be vested with an additional 5% undivided beneficial interest in the Assets such that the respective interests of the parties in the Assets on the date the Third Option is completed will be as follows: 70% the Option Earner; and 30% the Option Grantor.
Third Option. (a) NutraCea will grant Employee, on the Effective Date, an additional stock option to purchase 1,400,000 shares of NutraCea's common stock (“Third Option”, and together with the Initial Option and Second Option, the “Options”) subject to this Agreement and pursuant to the terms and conditions of the 2005 Plan and an associated stock option agreement (“Third Option Agreement”, and together with the Initial Option Agreement and the Second Option Agreement, the “Option Agreements”). Subject to the acceleration and Option termination provisions of this Agreement, the Plan and the Third Option Agreement, and provided that Employee has not provided a Voluntary Termination Notice, the Third Option shall vest and become fully exercisable on July 1, 2012. The form of the Third Option Agreement is attached as Exhibit E.
Third Option. 6.1 Upon the exercise of the Second Option, the Optionee will have the sole and exclusive option (the “Third Option”) to acquire an additional undivided 15% interest in and to the Property by completing a Pre- Feasibility Study on the Property no later than March 20, 2016 (the “Third Option Period”) on the Property. The Optionee must provide notice to the Owner within 120 days of the exercise of the Second Option that it intends to proceed with the Third Option (the “Third Option Notice”).
6.2 As soon as reasonably practicable, the Optionee will provide to the Owner a notice that the Pre-Feasibility Study has been completed together with a copy of the Pre-Feasibility Study.
6.3 The Owner and the Optionee agree that the Pre-Feasibility Study will be completed by a mutually acceptable qualified party.
6.4 Failure by the Optionee to complete a Pre-Feasibility Study within the Third Option Period (subject to any agreed extensions between the parties) or the failure of the {4154-001\00506864.DOC.7} Optionee to deliver the Third Option Notice within 120 days of exercise of the Second Option, will result in the immediate termination of the Third Option, with the Optionee holding a 70% interest in and to the Property.
6.5 The Owner and the Optionee acknowledge and agree that upon completion of a Pre- Feasibility Study and delivering notice to the Owner pursuant to Section 6.2 above, the Optionee shall be deemed to have exercised the Third Option and, provided the Optionee is not otherwise in default of this Agreement, the Optionee shall be deemed to have earned an undivided 85% interest in and to the Property and the Owner shall immediately convey to the Optionee a 85% interest in and to the Property in a legal and binding format acceptable to the Optionee, in its sole discretion.
6.6 The Optionee acknowledges that, in accordance with the laws of Portugal, the Property must be held by a Portuguese entity and any transfer of the Property is subject to prior approval of the Portuguese mining authorities. The Owner agrees to act in good faith and use all reasonable commercial efforts to assist the Optionee in obtaining the approval of the Portuguese mining authorities to the transfers of interest contemplated by this Agreement and, if necessary to enter into further assurances and agreement that will give effect to any undivided interest in the Property earned by the Optionee hereunder.
