NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Exhibit 10.29
[Physicians Formula Holdings, Inc. Letterhead]
_____________, _______
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_________________
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| ___________________ | ||
| ___________________ | ||
| ___________________ |
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Re:
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Grant of Non-Qualified
Stock Option
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Dear
_________:
Physicians
Formula Holdings, Inc. (the “Company”) is pleased
to advise you that, pursuant to the Company's 2006 Equity Incentive Plan (the
“Plan”), the
Committee has granted to you an option (the “Option”) to acquire
shares of Common Stock, as set forth below, subject to the terms and conditions
set forth herein:
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Number
of Options Shares:
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____________________ | ||
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Date
of Grant:
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____________________ | ||
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Exercise
Price per Option Share:
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____________________ | ||
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Vesting
of Option Shares:
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____________________ | ||
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Expiration
Date of All Option Shares:
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____________________ |
The
Option is not intended to be an "incentive stock option" within the meaning of
Section 422 of the Code.
Any
capitalized terms used herein and not defined herein have the meaning set forth
in the Plan.
1. Option.
(a) Term. Subject
to the terms and conditions set forth herein, the Company hereby grants to you
(or such other persons as permitted by paragraph 5) an Option to purchase
the Option Shares at the exercise price per Option Share set forth above in the
introductory paragraph of this letter agreement (the “Exercise Price”),
payable upon exercise as set forth in paragraph 1(b) below. The
Option shall expire at the close of business on the date set forth above in the
introductory paragraph of this letter agreement (the “Expiration Date”),
which is the tenth anniversary of the date of grant set forth above in the
introductory paragraph of this letter agreement (the “Grant Date”), subject
to earlier expiration as provided under the Plan should
your
employment or service with the Company or a Subsidiary terminate. The
Exercise Price and the number and kind of shares of Common Stock or other
property for which the Option may be exercised shall be subject to adjustment as
provided under the Plan. For purposes of this letter agreement,
“Option Shares”
mean (i) all shares of Common Stock issued or issuable upon the exercise of the
Option and (ii) all shares of Common Stock issued with respect to the Common
Stock referred to in clause (i) above by way of stock dividend or stock split or
in connection with any conversion, merger, consolidation or recapitalization or
other reorganization affecting the Common Stock.
(b) Payment of Option
Price. Subject to paragraph 2 below, the Option may be
exercised in whole or in part upon payment of an amount (the “Option Price”) equal
to the product of (i) the Exercise Price and (ii) the number of Option
Shares to be acquired. Payment of the Option Price shall be made as
provided under the Plan.
2. Exercisability/Vesting and
Expiration.
(a) Normal
Vesting. The Option granted hereunder may be exercised only to
the extent it has become vested. The Option shall vest in as
indicated by the vesting dates of Option Shares set forth in the introductory
paragraph of this letter agreement.
(b) Normal
Expiration. In no event shall any part of the Option be
exercisable after the Expiration Date.
(c) Effect on Vesting and
Expiration of Employment Termination. Notwithstanding
paragraphs 2(a) and (b) above, the special vesting and expiration rules set
forth in the Plan shall apply if your employment or service with the Company or
a Subsidiary terminates prior to the Option becoming fully vested and/or prior
to the Expiration Date.
(d) Change in
Control. If you have been continuously employed by the Company
from the Grant Date, the Option granted hereunder shall become fully vested and
exercisable automatically upon a Change in Control, whether or not your
employment or service with the Company or a Subsidiary subsequently
terminates.
3. Procedure for
Exercise. You may exercise all or any portion of the Option,
to the extent it has vested and is outstanding, at any time and from time to
time prior to the Expiration Date, by delivering written notice to the Company
in the form attached hereto as Exhibit A, together
with payment of the Option Price in accordance with the provisions set forth in
the Plan. The Option may not be exercised for a fraction of an Option
Share.
4. Withholding of
Taxes.
(a) Participant
Election. Unless otherwise determined by the Committee, you
may elect to deliver shares of Common Stock (or have the Company withhold Option
Shares acquired upon exercise of the Option) to satisfy, in whole or in part,
the amount the Company is required to withhold for taxes in connection with the
exercise of the Option. Such election must be made on or before the
date the amount of tax to be withheld is determined. Once made,
the
election
shall be irrevocable. The fair market value of the shares to be
withheld or delivered will be the Fair Market Value as of the date the amount of
tax to be withheld is determined.
(b) Company
Requirement. The Company, to the extent permitted or required
by law, shall have the right to deduct from any payment of any kind (including
salary or bonus) otherwise due to you, an amount equal to any federal, state or
local taxes of any kind required by law to be withheld with respect to the
delivery of Option Shares under this letter agreement.
5. Transferability of
Option. You may transfer the Option granted hereunder only by
will or the laws of descent and distribution or to any of your Family Members by
gift or a qualified domestic relations order as defined by the
Code. Unless the context requires otherwise, references herein to you
are deemed to include any permitted transferee under this
paragraph 5. The Option may be exercised only by you; by your
Family Member if such person has acquired the Option by gift or qualified
domestic relations order; by the executor or administrator of the estate of any
of the foregoing or any person to whom the Option is transferred by will or the
laws of descent and distribution; or by the guardian or representative of any of
the foregoing.
6. Conformity with
Plan. The Option is intended to conform in all respects with,
and is subject to all applicable provisions of, the Plan (which is incorporated
herein by reference). Inconsistencies between this letter agreement
and the Plan shall be resolved in accordance with the terms of the
Plan. By executing and returning the enclosed copy of this letter
agreement, you acknowledge your receipt of this letter agreement and the Plan
and agree to be bound by all of the terms of this letter agreement and the
Plan.
7. Rights of
Participants. Nothing in this letter agreement shall interfere
with or limit in any way the right of the Company to terminate your employment
or other performance of services at any time (with or without Cause), nor confer
upon you any right to continue in the employ or as a director or officer of, or
in the performance of other services for, the Company or a Subsidiary for any
period of time, or to continue your present (or any other) rate of compensation
or level of responsibility. Nothing in this letter agreement shall
confer upon you any right to be selected again as a Plan
participant.
8. Amendment or Substitution of
Option. The terms of the Option may be amended from time to
time by the Committee in its discretion in any manner that it deems appropriate
(including, but not limited to, acceleration of the date of exercise of the
Option); provided that no such amendment shall adversely affect in a
material manner any of your rights under the award without your written
consent.
9. Successors and
Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this letter agreement by or on behalf of
any of the parties hereto shall bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or
not.
10. Severability. Whenever
possible, each provision of this letter agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if
any
provision
of this letter agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this letter
agreement.
11. Counterparts. This
letter agreement may be executed simultaneously in two or more counterparts,
each of which shall constitute an original, but all of which taken together
shall constitute one and the same letter agreement.
12. Descriptive
Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this
Agreement.
13. Governing
Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION,
ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND
RIGHTS RELATING TO THE PLAN AND TO THIS LETTER AGREEMENT, SHALL BE GOVERNED BY
THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF
DELAWARE.
14. Notices. All
notices, demands or other communications to be given or delivered under or by
reason of the provisions of this letter agreement shall be in writing and shall
be deemed to have been given when (i) delivered personally, (ii) mailed by
certified or registered mail, return receipt requested and postage prepaid,
(iii) sent by facsimile or (iv) sent by reputable overnight courier, to the
recipient. Such notices, demands and other communications shall be
sent to you at the address specified in this letter agreement and to the Company
at 0000 Xxxx 0xx Xxxxxx,
Xxxxx, Xxxxxxxxxx 00000, Attn: Chief Financial Officer, or to such other address
or to the attention of such other person as the recipient party has specified by
prior written notice to the sending party.
15. Entire
Agreement. This letter agreement and the terms of the Plan
constitute the entire understanding between you and the Company, and supersede
all other agreements, whether written or oral, with respect to your acquisition
of the Option Shares.
*****
Signature
Page to Stock Option Award Agreement
Please
execute the extra copy of this letter agreement in the space below and return it
to the Company to confirm your understanding and acceptance of the agreements
contained in this letter agreement.
Very
truly yours,
By:____________________________
Name:__________________________
Title:___________________________
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Enclosures:
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Extra
copy of this letter agreement
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Copy
of the Plan
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The
undersigned hereby acknowledges having read this letter agreement and the Plan
and hereby agrees to be bound by all provisions set forth herein and in the
Plan.
OPTIONEE
_________________________________
Dated as
of: ___________________
EXHIBIT
A
Form
of Letter to be Used to Exercise Stock Option
Date
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_________________
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| ___________________ | ||
| ___________________ | ||
| ___________________ |
Attention:
I wish to
exercise the stock option granted on
and evidenced by a Stock Option Award Agreement dated as of ,
to acquire
shares of Common Stock of ,
at an option price of $_______ per share. In accordance with the
provisions of paragraph 1 of the Stock Option Award Agreement, I wish to make
payment of the exercise price (please check all that
apply):
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o
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in
cash
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o
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by
delivery of shares of Common Stock held by me
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o
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by
simultaneous sale through a broker
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Please
issue a certificate for these shares in the following name:
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____________________________
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| Name | ||
| ________________________________ | ||
| Address |
Very
truly yours,
_________________
Signature
_________________
Typed or
Printed Name
_________________
Social
Security Number
