EXHIBIT 10.1
XXXX, INC.
2007 EQUITY INCENTIVE PLAN
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STOCK OPTION AWARD AGREEMENT
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THIS STOCK OPTION AWARD AGREEMENT (this "Agreement"), made effective
as of ____________, 2008 (the --------- "Grant Date"), is by and between
_____________________ (the "Participant") and Xxxx, Inc. (the "Company").
BACKGROUND STATEMENT
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The Company maintains the Xxxx, Inc. 2007 Equity Incentive Plan (the
"Plan"), which is incorporated into and forms a part of this Agreement, and the
Participant has been selected by the Compensation Committee of the Board or such
other committee of the Board as the Board may designate, which administers the
Plan (the "Committee"), to receive the Awards specified in this Agreement
pursuant to the Plan. On the Grant Date, the Participant was granted the Awards
described herein under the Plan and to be evidenced by this Agreement, which may
be physically executed and delivered after the Grant Date.
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. Terms of Stock Option Award.
(a) Grant of Options. Pursuant to the Plan, the Company hereby grants
to the Participant, as of the Grant Date, options (the "Options") to purchase
all or any part of an aggregate of _______ shares of the Company's Common Stock
(the "Option Shares"), subject to, and in accordance with, the terms and
conditions set forth in this Agreement and the Plan. The exercise price for the
Options (the "Exercise Price") is $______ per Option Share. The Options and this
Agreement are subject to all of the terms and conditions of the Plan, which
terms and conditions are hereby incorporated by reference, and, except as
otherwise expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the Plan.
(b) Qualified Stock Options. To the extent allowed under applicable
law, the Options are intended to constitute "incentive stock options" as that
term is used in Section 422 of the Internal Revenue Code, as amended.
(c) Period of Exercise. Subject to the limitations of this Agreement
(including, without limitation, the vesting requirements specified in this
Agreement) and the Plan, the Options shall be exercisable for a period of ten
years beginning on the Grant Date and ending on ____________, 2018 (the
"Expiration Date").
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(d) Vesting. The Options shall vest in accordance with the terms of
paragraph 2 of this Agreement.
(e) Exercise of Options. Subject to the terms of this Agreement and
the Plan, the vested Options may be exercised in whole or in part by giving
written notice to the [Vice President, Human Resources] of the Company at its
corporate headquarters prior to the Company's close of business on the
Expiration Date, or if the Expiration Date is not a business day, on the last
business day that occurs prior to the Expiration Date. Such notice shall specify
the number of Option Shares that the Participant elects to purchase, and shall
be accompanied by payment of the Exercise Price for the Option Shares indicated
by the Participant's election. Payment shall be by cash (or its equivalent) or
in accordance with Section 2.5 of the Plan, subject to such rules as may be
established by the Committee, if any, as established by the Committee for such
purpose from time to time. The Options shall not be exercisable if and to the
extent the Company determines that such exercise would violate applicable state
or federal securities laws or the rules and regulations of any securities
exchange on which the Company's common stock is traded. If the Company makes
such a determination, it shall use all reasonable efforts to obtain compliance
with such laws, rules and regulations. In making any determination hereunder,
the Company may rely on the opinion of counsel for the Company.
(f) No Rights as Shareholder. Except as provided in the Plan, or this
Agreement, a Participant holding Options shall not have, with respect to such
instruments, any of the rights of a shareholder of the Company or any right to
receive dividends until a stock certificate has been duly issued following
exercise of the Options as provided herein.
2. Vesting. The Options are not vested as of the Grant Date, but
rather will vest according to the following schedule:
2009 - 20% shares
2010 - 20% shares
2011 - 20% shares
2012 - 20% shares
2013 - 20% shares
3. Transferability. Except as provided for in Section 7.2 of the Plan,
an Award granted pursuant to this Agreement is not transferable other than as
designated by the Participant by will, the laws of descent and distribution or a
qualified domestic relations order.
4. Administration. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee, which
shall have all powers with respect to this Agreement as it has with respect to
the Plan (to the fullest extent permitted by the Plan). Any interpretation of
the Agreement by the Committee and any decision made by it with respect to the
Agreement is final and binding on all persons.
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5. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which is attached hereto. This Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the Committee
from time to time pursuant to the Plan. If and to the extent of a conflict
between this Agreement and the terms of the Plan, the terms of the Plan will
govern.
6. No Right to Employment. None of the actions of the Company in
establishing the Plan, the actions taken by the Company, the Board or the
Committee under the Plan, or the granting of any Award pursuant to this
Agreement shall be deemed (a) to create any obligation on the part of the
Company or any Subsidiary to retain the Participant in the employ of, or
continue the provision of services to, the Company or any Subsidiary, or (b) to
be evidence of any agreement or understanding, express or implied, that the
Participant has a right to continue as an employee for any period of time or at
any particular rate of compensation.
7. Notices. Any written notices provided for in this Agreement or the
Plan shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first-class
mail. Notices sent by mail shall be deemed received three business days after
mailing but in no event later than the date of actual receipt. Notices shall be
directed, if to the Participant, at the Participant's address indicated by the
Company's records, or if to the Company, at the Company's corporate
headquarters.
8. Amendment. Subject to the terms of the Plan, this Agreement may be
amended or modified by (i) unilateral action of the Committee or (ii) written
agreement of the Participant and the Company, in each case without the consent
of any other person.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina, without regard to
conflicts of law principles thereof.
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IN WITNESS WHEREOF, the Participant has executed this Agreement, and
the Company has caused this Agreement to be executed in its name and on its
behalf, effective as of the Grant Date.
PARTICIPANT:
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Print Name:
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XXXX, INC.
By:
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Its:
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