POINT.360 NON-QUALIFIED STOCK OPTION AGREEMENT
Ex 4.2
Exhibit C
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), is made as of the day
of
, 200___ by and between Point.360, a Californian corporation (the “Company”), and
(“Optionee”).
Pursuant to the 2007 Equity Incentive Plan (the “Plan”) of the Company, the Board of Directors
of the Company or a committee to which administration of the Plan is delegated by the Board of
Directors (in either case, the “Administrator”) has authorized the granting to Optionee as an
employee, director, consultant or adviser of the Company of a non-qualified stock option to
purchase the number of shares of common stock of the Company specified in Section 1 hereof, at the
price specified therein, such option to be for the term and upon the terms and conditions
hereinafter stated.
3. Shares Subject to Exercise. This Option shall be exercisable in installments as to
___ percent (___%) of the Shares on and after
each of the first ___ anniversaries of the date
hereof provided, however, that an installment shall not become exercisable if the Optionee is not
employed as an employee, director, consultant or adviser of the Company, or its Affiliate, as of
such anniversary date. Once exercisable, the Option shall thereafter remain exercisable as to such
Shares for the term specified in Section 2 hereof, unless Optionee’s employment is terminated
pursuant to Section 6 hereof or the Option is terminated pursuant to a Corporate Transaction (as
defined in Section 15 hereof). The Administrator may condition the exercise of the Option on the
Optionee’s entering into a shareholders agreement with the Company and/or other shareholders which
will restrict the transferability of the Shares and contain other
customary provisions including rights of repurchase or first refusal on the part of the
Company and may include “drag along” rights.
(A) a check or money order made payable to the Company in the amount of the exercise price and
any withholding tax, as provided under Section 5 hereof; or
(B) if expressly authorized in writing by the Administrator, in its sole discretion, at the
time of the Option exercise, the tender to the Company of shares of the Company’s common stock
owned by Optionee having a fair market value not less than the exercise price, plus the amount of
applicable federal, state and local withholding taxes; or
(C) if expressly authorized in writing by the Administrator, subject to Sarbanes Oxley, in its
sole discretion, at the time of the Option exercise, the Optionee’s full recourse promissory note
in a form approved by the Company; or
(D) if any other method such as cashless exercise is expressly authorized in writing by the
Administrator, in its sole discretion, at the time of the Option exercise, the tender of such
consideration having a fair market value not less than the exercise price, plus the amount of
applicable federal, state and local withholding taxes.
Only whole shares may be purchased.
6. Exercise on Termination of Employment. If for any reason Optionee ceases to be
employed by the Company or any of its Affiliates (such event being called a “Termination”), other
than For Cause, as defined below, this Option (to the extent then exercisable) may be exercised in
whole or in part at any time within 90 days of the date of such Termination, but in no event after
the earlier of the Expiration Date or a Corporate Transaction which terminates the Option pursuant
to Section 15 hereof. For purposes of this Agreement, “employment” includes service as an
employee, director, consultant or adviser. For purposes of this Agreement, Optionee’s employment
shall not be deemed to terminate by reason of a transfer to or from the Company or an Affiliate or
among such entities, or sick leave, military leave or other leave of absence approved by the
Administrator, if the period of any such leave does not exceed ninety (90) days or, if longer, if
Optionee’s right to reemployment by the Company or any Affiliate is
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guaranteed either contractually or by statute. For purposes of this Agreement, “For Cause”
shall mean Optionee’s loss of employment by the Company or any of its Affiliates due to Optionee’s
(a) willful breach or habitual neglect or continued incapacity to perform Optionee’s required
duties, (b) commission of acts of dishonesty, fraud, misrepresentation or other acts of moral
turpitude as would prevent the effective performance of Optionee’s duties or (c) termination for
cause under any employment agreement between the Company and Optionee (as defined therein). In the
event Optionee’s employment by the Company or any of its Affiliates is Terminated For Cause, then
the Option shall cease to be exercisable as of the date of such Termination.
12. Plan Governs. This Agreement and the Option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the express terms
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and provisions of the Plan, as it may be construed by the Administrator. Optionee hereby
acknowledges receipt of a copy of the Plan.
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(5%) of the stock of such corporation. Optionee agrees to notify the Company within ten (10)
days of any violation of this Section 16. Failure to comply with this Section 16 shall cause such
Option and the exercise or issuance of Shares hereunder to be rescinded and the benefit of such
exercise or issuance to be repaid to the Company. Optionee agrees and understands that Optionee’s
failure to comply with this Section 16 will subject Optionee’s benefit from the Option to be
forfeited and repaid to the Company, and Optionee agrees to do so within ten (10) days of
notification by the Company.
POINT.360 |
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By: | ||||
Name: | ||||
Title: | ||||
OPTIONEE: |
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By: | ||||
Address: | ||||
Social Security Number |
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