EXHIBIT 10.5
GREENFIELD ONLINE, INC.
(THE "COMPANY")
STOCK OPTION AGREEMENT FOR PURCHASE OF STOCK
We are pleased to inform you that the Company has granted to you, as the
individual named below (the "Optionee"), this Stock Option. This Stock Option
Agreement is a contract between you and the Company. It grants to you certain
defined rights, at certain times, and under certain conditions, to purchase
shares of the Company's common stock, and in exchange you accept certain
obligations and responsibilities, as described below and in the Company's 1999
STOCK OPTION PLAN (the "Plan") and the attached Terms and Conditions.
FOR VALUABLE CONSIDERATION, the Company does hereby grant to the Optionee,
as of the Date of Option Grant specified below, the right and option to purchase
the Number of Option Shares of common stock of the Company specified below (the
"Option Shares") for the Exercise Price Per Share specified below, and the right
to purchase the Option Shares under this Stock Option Agreement shall accrue and
vest according to the Vesting Schedule specified below:
NAME OF OPTIONEE:
TYPE OF OPTION: [ ] Employee Incentive Stock Option
[ ] Employee Nonqualified Stock Option
[ ] Consultant Nonqualified Stock Option
NUMBER OF OPTION SHARES:
EXERCISE PRICE PER SHARE:
DATE OF OPTION GRANT:
RELOAD RIGHTS: [ ] Yes [ ] No
TERM OF OPTION: __ YEARS FROM DATE OF OPTION GRANT
VESTING SCHEDULE:
EXECUTED as of the Date of Option Grant.
Greenfield Online, Inc.
By
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Its
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BY SIGNING BELOW AND ENTERING INTO THIS STOCK OPTION AGREEMENT,
OPTIONEE AGREES TO THE TERMS HEREOF, AND ALL OBLIGATIONS AND
RESPONSIBILITIES AS DESCRIBED IN PLAN AND THE ATTACHED TERMS AND
CONDITIONS.
OPTIONEE
By
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TERMS AND CONDITIONS OF STOCK OPTION AGREEMENT
STOCK OPTIONS ARE SUBJECT TO THE TERMS HEREOF AND OF THE COMPANY'S 1999 STOCK
OPTION PLAN ("PLAN"). CAPITALIZED TERMS USED IN THIS STOCK OPTION AGREEMENT
(THIS "AGREEMENT"), IF NOT OTHERWISE DEFINED, HAVE THE MEANINGS GIVEN THEM IN
THE PLAN.
1. a. Any Option Shares which become purchasable ("vest") but are not
purchased on a vesting date or anniversary date, as the case may be, may be
purchased on any subsequent date, provided all options for the purchase of
Option Shares must be exercised within the time periods specified in Section 2
below.
b. Optionees shall have conditional purchase rights in the event of any
Change of Control Event as described in the Plan.
2. If Optionee is or becomes an Employee, all UNVESTED options shall
expire upon any termination of Optionee's employment with the Company, whether
voluntary or involuntary, or upon the death or disability of Optionee.
Subject to the terms hereof, all VESTED options (i.e., options for which
the right to purchase has accrued) shall expire at the earliest of the
following:
a. The earlier of the end of the Term of Option specified on the
first page of this Agreement or Ten (10) years from the Date of Option Grant
specified on the first page of this Agreement;
b. If Optionee is or becomes an Employee, ninety (90) days after
voluntary or involuntary termination of Optionee's employment other than
termination as described in Paragraphs (c) or (d) below;
c. If Optionee is or becomes an Employee, upon discharge of Optionee
for misconduct, willfully or wantonly harmful to the Company;
d. If Optionee is or becomes an Employee, Twelve (12) months after
Optionee's death or disability; or
[e. In the event of a Change of Control Event as described the Plan.
However, if the Change of Control Event, as the case may be, and as described in
the Plan, is not finalized, all options which are terminated pursuant to this
Subsection (e) shall be reinstated as described in the Plan. ]
3. This Stock Option may be exercised at different times for portions of
the total number of Option Shares for which the right to purchase shall have
accrued and vested hereunder, provided that such portions are in multiples of
ten (10) shares if the Optionee holds vested portions for ninety-nine (99) or
fewer shares and otherwise in multiples of one hundred (100) shares.
4. This Stock Option shall be adjusted for recapitalizations, stock
splits, stock dividends, and the like as described in the Plan.
5. This is not an employment contract and while the benefits, if any, of
this Stock Option may be an incident of the Optionee's employment with the
Company, the terms and conditions of such employment are otherwise wholly
independent hereof.
6. Neither this Stock Option nor any right under this Agreement is
assignable, and rights under this Agreement may be exercised only by the
Optionee or a person to whom the rights under this Agreement shall pass by will
or the laws of descent and distribution.
7. The Optionee shall indicate Optionee's intention to exercise this Stock
Option with respect to vested Option Shares by notifying the Company in writing
of such intention, indicating the number of Option Shares Optionee intends to
purchase, and, within ten (10) days thereafter, paying to the Company an amount
sufficient to cover the total option price of such Option Shares. Payment of the
Exercise Price Per Share specified on the first page of this Agreement shall be
made in cash or in accordance with such procedures for a "cashless exercise" as
may be established from time to time by the Company and the brokerage firm, if
any, designated by the Company to facilitate exercises of Stock Options and
sales of Optioned Shares under the Plan.
8. If the Optionee, immediately prior to the grant of an Incentive Stock
Option hereunder, owns stock in the Company representing more than ten percent
(10%) of the voting power of all classes of stock of the Company, the Exercise
Price Per Share specified on the first page of this Agreement for Incentive
Stock Options granted hereunder shall be not less than one hundred ten percent
(110%) of the fair market value of the Company's common stock on the Date of
Option Grant specified on the first page of this Agreement, and such Incentive
Stock Option shall not be exercisable after the expiration of five (5) years
from said Date of Option Grant, and notwithstanding any pricing or vesting terms
hereof which appear at variance with the foregoing, all pricing and vesting
terms hereof shall be deemed hereby to conform with the foregoing limitations.
In lieu of the foregoing, the Optionee may elect to have a Stock Option that
purports to be an Incentive Stock Option treated as a Non-Qualified Stock Option
pursuant to the original terms of this Agreement.
9. Notwithstanding the foregoing, no Stock Option shall be exercisable,
and rights under this Agreement are not enforceable, unless and until all
requirements imposed by or pursuant to Section 2.17 of the Plan are satisfied.
SECTION 2.17 OF PLAN DESCRIBES CERTAIN IMPORTANT CONDITIONS RELATING TO
FEDERAL AND STATE SECURITIES LAWS THAT MUST BE SATISFIED BEFORE THIS OPTION CAN
BE EXERCISED AND BEFORE THE COMPANY CAN ISSUE ANY OPTION SHARES TO THE OPTIONEE.
AT THE PRESENT TIME THE PLAN IS NOT REGISTERED AND, ALTHOUGH SHARES MAY BE
ISSUED UPON EXERCISE, THE SHARES SO ISSUED ARE NOT FREELY TRADABLE.
THERE CAN BE NO ASSURANCE THAT THE EXEMPTION(S) ALLOWING ISSUANCE OF THE
SHARES UPON EXERCISE WILL REMAIN AVAILALBLE, NOR IS THERE ASSURANCE THAT ISSUED
SHARES WILL BE REGISTERED OR THAT ONCE REGISTERED THE REGISTRATION WILL BE
MAINTAINED. IF THE SHARES ARE NOT REGISTERED OR IF THE REGISTRATION IS NOT
MAINTAINED, THE OPTIONEE WILL NOT BE ABLE TO TRADE SHARES OBTAINED UPON EXERCISE
OF THIS STOCK OPTION UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. AT THE
PRESENT TIME, EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE VERY LIMITED AND MIGHT BE UNAVAILABLE TO THE OPTIONEE PRIOR TO THE
EXPIRATION OF THIS OPTION. AS A CONSEQUENCE OF THE FOREGOING, THE OPTIONEE MIGHT
NOT HAVE AN OPPORTUNITY TO EXERCISE THIS OPTION AND TO RECEIVE OPTION SHARES
UPON SUCH EXERCISE, AND, IF THE OPTIONEE IS ABLE TO EXERCISE THIS OPTION AND TO
RECEIVE OPTION SHARES UPON SUCH EXERCISE, THE OPTIONEE MIGHT NOT HAVE THE
OPPORTUNITY TO TRADE SUCH OPTION SHARES .
10. NO RIGHTS TO STOCK OPTIONS OR EMPLOYMENT; NO RESTRICTIONS; NO DAMAGES
Neither Optionee nor any other person shall have any claim or right to be
granted a Stock Option under the Plan. Having received a Stock Option under the
Plan shall not give Optionee any right to receive any other grant or option
under the Plan. Optionee agrees that continuation of the engagement of Optionee
as an Employee or Consultant of the Company, as the case may be, is, in the
absence of any written and signed contract to the contrary, terminable at the
will of the Company. Optionee shall have no rights to or interest in any Option
except as set forth herein, in the Plan, or in another Option specifically
granted by the Company to Optionee. Neither this Option, the Plan, nor any
action taken hereunder or under the Plan shall be construed as giving any
Employee or Consultant any right to be retained in the employ of, or be engaged
as a Consultant to, the Company, as the case may be. Nothing in the Plan
restricts the Company's rights to adopt other option plans pertaining to any or
all of the Employees or Consultants covered under the Plan or other Employees or
Consultants not covered under the Plan.
OPTIONEE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, UNLESS OTHERWISE
AGREED TO IN WRITING BY THE COMPANY, OPTIONEE'S ENGAGEMENT BY THE COMPANY AS AN
EMPLOYEE OR CONSULTANT IS "AT WILL", IS NOT FOR ANY FIXED OR MINIMUM TIME
PERIOD, IS SUBJECT TO THE MUTUAL CONSENT OF THE COMPANY AND THE OPTIONEE, AND
MAY BE TERMINATED BY THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE,
FOR ANY REASON OR NO REASON, AND WITHOUT ANY KIND OF PRE- OR POST-TERMINATION
WARNING, DISCIPLINE OR PROCEDURE.
THIS AGREEMENT AND THE STOCK OPTION REPRESENTED HEREBY MAY BE AFFECTED,
WITH REGARD TO BOTH VESTING SCHEDULE AND TERMINATION, BY LEAVES OF ABSENCE, A
REDUCTION IN THE NUMBER OF HOURS WORKED, PARTIAL DISABILITY, AND OTHER CHANGES
IN OPTIONEE'S EMPLOYEE OR CONSULTANT STATUS, AS THE CASE MAY BE. THE COMPANY'S
POLICIES IN SUCH MATTERS, IF ANY, SHALL BE CONTAINED IN THE PLAN GUIDELINES
ADOPTED BY THE BOARD. THE PLAN GUIDELINES AND THE GUIDELINES, RULES, POLICIES
AND REGULATIONS CONTAINED THEREIN MAY BE AMENDED AT ANY TIME AND FROM TIME TO
TIME BY THE BOARD OF DIRECTORS OF THE COMPANY, OR THE COMMITTEE APPOINTED BY
SUCH BOARD, IN ITS SOLE DISCRETION AND WITH OR WITHOUT NOTICE. OPTIONEE'S RIGHTS
HEREUNDER OR UNDER THE PLAN AT ANY TIME SHALL BE GOVERNED BY THE PLAN GUIDELINES
IN EFFECT AT THE TIME OF ANY CHANGE IN OPTIONEE'S EMPLOYMENT STATUS AS
CONTEMPLATED ABOVE.
11. This Agreement and the Stock Option represented hereby is granted
pursuant to and is controlled by the Plan and by the Plan Guidelines, if any, as
adopted by the Board and amended from time to time. Optionee, by execution
hereof, acknowledges receipt of the Plan and the Plan Guidelines as they
currently exist and acceptance of the terms and conditions of the Plan, the Plan
Guidelines and of this Agreement. If, for any reason, any provision of this
Stock Option is not fully enforceable in accordance with its terms, the
remainder of the Stock Option shall nevertheless be enforceable to the extent
permitted by law.
