NON-QUALIFIED STOCK OPTION AGREEMENT ALLOY, INC.
EXHIBIT 10.34
ALLOY, INC.
AGREEMENT made as of «GRANTDATE» between Alloy, Inc.
(the “Company”), a Delaware corporation, and
«FIRSTNAME» «LASTNAME» (the
“Participant”).
On or after the first anniversary of the date of this Agreement |
up to «VEST1WRIT» («VEST1NUM») Shares |
|
On or after the second anniversary of the date of this Agreement |
up to an additional «VEST2WRIT» («VEST2NUM») Shares | |
On or after the third anniversary of the date of this Agreement |
up to an additional «VEST3WRIT» («VEST3NUM») Shares | |
On or after the fourth anniversary of the date of this Agreement |
up to an additional «VEST4WRIT» («VEST4NUM») Shares |
The foregoing rights are cumulative and are subject to the other
terms and conditions of this Agreement and the Plan.
If the Participant ceases to be an employee, director or
consultant of the Company or of an Affiliate (for any reason
other than the death or Disability of the Participant or
termination of the Participant for “cause” (as defined
in the Plan)), the Option may be exercised, if it has not
previously terminated, within three (3) months after the
date the Participant ceases to be an employee, director or
consultant of the Company or an Affiliate, or within the
originally prescribed term of the Option, whichever is earlier,
but may not be exercised thereafter. In such event, the Option
shall be exercisable only to the extent that the Option has
become exercisable and is in effect at the date of such
cessation of employment, directorship or consultancy.
Notwithstanding the foregoing, in the event of the
Participant’s Disability or death within three
(3) months after the termination of employment,
directorship or consultancy, the Participant or the
Participant’s Survivors may exercise the Option within one
(1) year after the date of the Participant’s
termination of employment, directorship or consultancy, but in
no event after the date of expiration of the term of the Option.
In the event the Participant’s employment, directorship or
consultancy is terminated by the Company or an Affiliate for
“cause” (as defined in the Plan), the
Participant’s right to exercise any unexercised portion of
this Option shall cease as of such termination, and this Option
shall thereupon terminate. Notwithstanding anything herein to
the contrary, if subsequent to the Participant’s
termination, but prior to the exercise of the Option, the Board
of Directors of the Company determines that, either prior or
subsequent to the Participant’s termination, the
Participant engaged in conduct which would constitute
“cause,” then the Participant shall immediately cease
to have any right to exercise the Option and this Option shall
thereupon terminate.
In the event of the Disability of the Participant, as determined
in accordance with the Plan, the Option shall be exercisable
within one (1) year after the Participant’s
termination of service or, if earlier, within the term
originally prescribed by the Option. In such event, the Option
shall be exercisable:
(a) To the extent exercisable but not exercised as of the date of Disability; and | |
(b) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. |
In the event of the death of the Participant while an employee,
director or consultant of the Company or of an Affiliate, the
Option shall be exercisable by the Participant’s Survivors
within one (1) year after the date of death of the
Participant or, if earlier, within the originally prescribed
term of the Option. In such event, the Option shall be
exercisable:
(x) To the extent exercisable but not exercised as of the date of death; and | |
(y) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death. |
2
(a) The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing the Shares issued pursuant to such exercise: |
“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;” and |
3
(b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or “blue sky” laws). |
If to the Company to: The Company at its principal business
office.
If to the Participant to: The Participant at the address
set forth below.
or to such other address or addresses of which notice in the
same manner has previously been given. Any such notice shall be
deemed to have been given upon the earlier of receipt, one
business day following delivery to a recognized courier service
or three business days following mailing by registered or
certified mail.
15. GOVERNING LAW. This Agreement shall be
construed and enforced in accordance with the law of the State
of Delaware, without giving effect to the conflict of law
principles thereof.
4
ALLOY, INC. |
By: |
|
|
Name: | |
Title: | |
PARTICIPANT | |
|
|
Signature | |
Name: «FIRSTNAME» «LASTNAME» |
Address: | c/o Alloy, Inc. |
000 Xxxx 00xx Xxxxxx | |
00xx Xxxxx | |
Xxx Xxxx, Xxx Xxxx 00000 |
5
Exhibit A
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
[Form For Registered Shares]
TO: ALLOY, INC.
IMPORTANT NOTICE: This form of Notice of Exercise may only be
used at such time as the Company has filed a Registration
Statement with the Securities and Exchange Commission under
which the issuance of the Shares for which this exercise is
being made is registered and such Registration Statement remains
effective.
Ladies and Gentlemen:
I hereby exercise my Non-Qualified Stock Option to
purchase shares
(the “Shares”) of the common stock, par value
$.01 per share, of Alloy, Inc. (the “Company”),
at the exercise price of $«PRICE» per share,
pursuant to and subject to the terms of that certain
Non-Qualified Stock Option Agreement between the undersigned and
the Company dated as of «GRANTDATE».
I understand the nature of the investment I am making and the
financial risks thereof. I am aware that it is my responsibility
to have consulted with competent tax and legal advisors about
the relevant national, state and local income tax and securities
laws affecting the exercise of the Option and the purchase and
subsequent sale of the Shares.
I am paying the option exercise price for the Shares as
follows:
Please issue the stock certificate for the Shares (check one):
[ ]
to me; or
[ ]
to me
and ,
as joint tenants with right of survivorship and mail the
certificate to me at the following
address:
My mailing address for shareholder communications, if different
from the address listed above,
is:
Very truly yours, | |
|
|
«FIRSTNAME» «LASTNAME» | |
|
|
Date | |
«SSNO» | |
Social Security Number |
A-1