GRAND CANYON EDUCATION, INC. Stock Option Agreement
Exhibit 99.2
Grand Canyon Education, Inc. has granted to the Participant named in the Notice of Grant of Stock
Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is
attached an Option (the “Option”) to purchase certain shares of Stock upon the terms and conditions
set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to
and shall in all respects be subject to the terms and conditions of the Grand Canyon Education,
Inc. 2008 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of
which are incorporated herein by reference. By signing the Grant Notice, the Participant:
(a) acknowledges receipt of and represents that the Participant has read and is familiar with the
Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection
with the registration with the Securities and Exchange Commission of shares issuable pursuant to
the Option (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and
conditions of the Grant Notice, this Option Agreement and the Plan, and (c) agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Grant Notice, this Option Agreement or the Plan.
1. Definitions and Construction.
1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Grant Notice or the Plan. l.
1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Option Agreement. Except when
otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.
2. Tax Status of Option.
This Option is intended to be a Nonstatutory Stock Option and shall not be treated as an
Incentive Stock Option within the meaning of Section 422(b) of the Code.
3. Administration.
All questions of interpretation concerning the Grant Notice, this Option Agreement, the Plan
or any other form of agreement or other document employed by the Company in the administration of
the Plan or the Option shall be determined by the Committee. All such determinations by the
Committee shall be final, binding and conclusive upon all persons having an interest in the Option,
unless fraudulent or made in bad faith. Any and all actions,
decisions and determinations taken or made by the Committee in the exercise of its discretion
pursuant to the Plan or the Option or other agreement thereunder (other than determining questions
of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon
all persons having an interest in the Option. Any Officer shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or
election which is the
responsibility of or which is allocated to the Company herein, provided the Officer has apparent
authority with respect to such matter, right, obligation, or election.
4. Exercise of the Option.
4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable
on and after the Initial Vesting Date and prior to the termination of the Option (as provided in
Section 6) in an amount not to exceed the number of Vested Shares less the number of shares
previously acquired upon exercise of the Option. In no event shall the Option be exercisable for
more shares than the Number of Option Shares, as adjusted pursuant to Section 9.
4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written
notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice
must be digitally signed or authenticated by the Participant in such manner as required by the
notice and transmitted to the Company or an authorized representative of the Company (including a
third-party administrator designated by the Company). In the event that the Participant is not
authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by
a written Exercise Notice addressed to the Company, which shall be signed by the Participant and
delivered in person, by certified or registered mail, return receipt requested, by confirmed
facsimile transmission, or by such other means as the Company may permit, to the Company, or an
authorized representative of the Company (including a third-party administrator designated by the
Company). Each Exercise Notice, whether electronic or written, must state the Participant’s
election to exercise the Option, the number of whole shares of Stock for which the Option is being
exercised and such other representations and agreements as to the Participant’s investment intent
with respect to such shares as may be required pursuant to the provisions of this Option Agreement.
Further, each Exercise Notice must be received by the Company prior to the termination of the
Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise
Price for the number of shares of Stock being purchased. The Option shall be deemed to be
exercised upon receipt by the Company of such electronic or written Exercise Notice and the
aggregate Exercise Price.
4.3 Payment of Exercise Price.
(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the
aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised
shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted by the Company and
subject to the limitations contained in Section 4.3(b), by means of (1) a Cashless Exercise, (2) a
Net Exercise, or (3) a Stock Tender Exercise; or (iii) any combination of the foregoing.
(b) Limitations on Forms of Consideration. The Company reserves, at any and all times, the
right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate
any program or procedure providing for payment of the Exercise Price through any of the means
described below, including with respect to the Participant notwithstanding that such program or
procedures may be available to others.
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(i) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed
Exercise Notice together with irrevocable instructions to a broker in a form acceptable to the
Company providing for the assignment to the Company of the proceeds of a sale or loan with respect
to shares of Stock acquired upon the exercise of the Option in an amount not less than the
aggregate Exercise Price for such shares (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System).
(ii) Net Exercise. A “Net Exercise” means the delivery of a properly executed Exercise Notice
electing a procedure pursuant to which (1) the Company will reduce the number of shares otherwise
issuable to the Participant upon the exercise of the Option by the largest whole number of shares
having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with
respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash
the remaining balance of such aggregate Exercise Price not satisfied by such reduction in the
number of whole shares to be issued. Following a Net Exercise, the number of shares remaining
subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares issued
to the Participant upon such exercise, and (2) the number of shares deducted by the Company for
payment of the aggregate Exercise Price.
(iii) Stock Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly
executed Exercise Notice accompanied by (1) the Participant’s tender to the Company, or attestation
to the ownership, in a form acceptable to the Company of whole shares of Stock having a Fair Market
Value that does not exceed the aggregate Exercise Price for the shares with respect to which the
Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining
balance of such aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A Stock
Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any
law, regulation or agreement restricting the redemption of the Company’s stock. If required by the
Company, the Option may not be exercised by tender to the Company, or attestation to the ownership,
of shares of Stock unless such shares either have been owned by the Participant for a period of
time required by the Company (and not used for another option exercise by attestation during such
period) or were not acquired, directly or indirectly, from the Company.
4.4 Tax Withholding.
(a) In General. At the time the Option is exercised, in whole or in part, or at any time
thereafter as requested by a Participating Company, the Participant hereby authorizes withholding
from payroll and any other amounts payable to the Participant, and otherwise agrees to make
adequate provision for (including by means of a Cashless Exercise to
the extent permitted by the Company), any sums required to satisfy the federal, state, local
and foreign tax (including any social insurance) withholding obligations of the Participating
Company Group, if any, which arise in connection with the Option. The Company shall have no
obligation to deliver shares of Stock until the tax withholding obligations of the Participating
Company Group have been satisfied by the Participant.
(b) Withholding in Shares. The Company shall have the right, but not the obligation, to
require the Participant to satisfy all or any portion of a Participating Company’s
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tax withholding
obligations upon exercise of the Option by deducting from the shares of Stock otherwise issuable to
the Participant upon such exercise a number of whole shares having a fair market value, as
determined by the Company as of the date of exercise, not in excess of the amount of such tax
withholding obligations determined by the applicable minimum statutory withholding rates.
4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as
provided by the preceding sentence, a certificate for the shares as to which the Option is
exercised shall be registered in the name of the Participant, or, if applicable, in the names of
the heirs of the Participant.
4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and
the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. The
Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Stock may then be listed.
In addition, the Option may not be exercised unless (i) a registration statement under the
Securities Act shall at the time of exercise of the Option be in effect with respect to the shares
issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the
shares issuable upon exercise of the Option may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS
CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE
OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the
lawful issuance and sale of any shares subject to the Option shall relieve the Company of any
liability in respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to the exercise of the Option, the Company
may require the Participant to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the Company.
4.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the
exercise of the Option.
5. Nontransferability of the Option.
During the lifetime of the Participant, the Option shall be exercisable only by the
Participant or the Participant’s guardian or legal representative. The Option shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. Following the death of the
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Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased Participant’s will or
under the then applicable laws of descent and distribution.
6. Termination of the Option.
The Option shall terminate and may no longer be exercised after the first to occur of (a) the
close of business on the Option Expiration Date, (b) the close of business on the last date for
exercising the Option following termination of the Participant’s Service as described in Section 7,
or (c) a Change in Control to the extent provided in Section 8.
7. Effect of Termination of Service.
7.1 Option Exercisability. The Option shall terminate immediately upon the Participant’s
termination of Service to the extent that it is then unvested and shall be exercisable after the
Participant’s termination of Service to the extent it is then vested only during the applicable
time period as determined below and thereafter shall terminate.
(a) Disability. If the Participant’s Service terminates because of the Disability of the
Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on
which the Participant’s Service terminated, may be exercised by the Participant (or the
Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12)
months after the date on which the Participant’s Service terminated, but in any event no later than
the Option Expiration Date.
(b) Death. If the Participant’s Service terminates because of the death of the Participant,
the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the
Participant’s Service terminated, may be exercised by the Participant’s legal representative or
other person who acquired the right to exercise the Option by reason of the Participant’s death at
any time prior to the expiration of twelve (12) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date. The Participant’s
Service shall be deemed to have terminated on account of death if the Participant dies within
ninety (90) days after the Participant’s termination of Service.
(c) Termination for Cause. Notwithstanding any other provision of this Option Agreement to
the contrary, if the Participant’s Service is terminated for Cause or if, following the
Participant’s termination of Service and during any period in which the Option otherwise would
remain exercisable, the Participant engages in any act that would constitute Cause, the Option
shall terminate in its entirety and cease to be exercisable immediately upon such termination of
Service or act.
(d) Other Termination of Service. If the Participant’s Service terminates for any reason,
except Disability, death, or Cause, the Option, to the extent unexercised and exercisable for
Vested Shares by the Participant on the date on which the Participant’s Service terminated, may be
exercised by the Participant within ninety (90) days after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.
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7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than
termination of the Participant’s Service for Cause, if the exercise of the Option within the
applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the
Option shall remain exercisable until the later of (a) thirty (30) days after the date such
exercise first would no longer be prevented by such provisions, or (b) the end of the applicable
time period under Section 7.1, but in any event no later than the Option Expiration Date.
8. Change in Control.
8.1 Effect of Change in Control on Option. In the event of a Change in Control, except to the
extent that the Committee determines to cash out the Option in accordance with Section 14.1(c) of
the Plan, the Committee in its discretion shall arrange for the surviving, continuing, successor,
or purchasing corporation or other business entity or parent thereof, as the case may be (the
“Acquiror”), to either assume or continue in full force and effect the Company’s rights and
obligations under the Option or substitute for the Option a substantially equivalent option for the
Acquiror’s stock. The Option shall terminate and cease to be outstanding effective as of the time
of consummation of the Change in Control to the extent that the Option is neither assumed or
continued by the Acquiror in connection with the Change in Control nor exercised as of the
effective time of the Change in Control.
8.2 Federal Excise Tax Under Section 4999 of the Code.
(a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this
Option Agreement and any other payment or benefit received or to be received by the Participant
would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the
characterization of such acceleration of vesting, payment or benefit as an excess parachute payment
under Section 280G of the Code, the Participant may elect, in his or her discretion, to reduce the
amount of any acceleration of vesting called for under this Option Agreement in order to avoid such
characterization.
(b) Determination by Independent Accountants. To aid the Participant in making any election
called for under Section 8.2(a), upon the occurrence of any event that might reasonably be
anticipated to give rise to acceleration of vesting under Section 8.1, the Company shall promptly
request a determination in writing by independent public accountants selected by the Company (the
“Accountants”). As soon as practicable thereafter, the Accountants shall determine and report to
the Company and the Participant the amount of such acceleration of vesting, payments and benefits
which would produce the greatest after-tax benefit to the Participant. For the purposes of such
determination, the Accountants may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish
to the Accountants such information and documents as the Accountants may reasonably request in
order to make their required determination. The Company shall bear all fees and expenses the
Accountants may reasonably charge in connection with their services contemplated by this Section.
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9. Adjustments for Changes in Capital Structure.
Subject to any required action by the stockholders of the Company and the requirements of
Section 409A of the Code to the extent applicable, in the event of any change in the Stock effected
without receipt of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or
similar change in the capital structure of the Company, or in the event of payment of a dividend or
distribution to the stockholders of the Company in a form other than Stock (excepting normal cash
dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to
the Option, in order to prevent dilution or enlargement of the Participant’s rights under the
Option. For purposes of the foregoing, conversion of any convertible securities of the Company
shall not be treated as “effected without receipt of consideration by the Company.” Any fractional
share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest
whole number and the Exercise Price shall be rounded up to the nearest whole cent. In no event may
the Exercise Price be decreased to an amount less than the par value, if any, of the Stock subject
to the Option. Such adjustments shall be determined by the Committee, and its determination shall
be final, binding and conclusive.
10. Rights as a Stockholder, Director, Employee or Consultant.
The Participant shall have no rights as a stockholder with respect to any shares of Stock
covered by the Option until the date of the issuance of the shares of Stock for which the Option
has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date the shares of Stock
are issued, except as provided in Section 9. If the Participant is an Employee, the Participant
understands and acknowledges that, except as otherwise provided in a separate, written employment
agreement between a Participating Company and the Participant, the
Participant’s employment is “at will” and is for no specified term. Nothing in this Option
Agreement shall confer upon the Participant any right to continue in the Service of a Participating
Company or interfere in any way with any right of the Participating Company Group to terminate the
Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.
11. Legends.
The Company may at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing shares of Stock subject to the
provisions of this Option Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing shares acquired pursuant to
the Option in the possession of the Participant in order to carry out the provisions of this
Section.
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12. Arbitration.
In the event a dispute between the parties to this Option Agreement arises out of, in
connection with, or with respect to this Option Agreement, or any breach of this Option Agreement,
such dispute will, on the written request of one (1) party delivered to the other party, be
submitted and settled by arbitration in Maricopa County, Arizona in accordance with the rules of
the American Arbitration Association then in effect and will comply with the Arizona Arbitration
Act, except as otherwise specifically stated in this Section. Judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction. The parties submit to the in
personam jurisdiction of the Supreme Court of the State of Arizona for the purpose of confirming
any such award and entering judgment upon the award. Notwithstanding anything to the contrary that
may now or in the future be contained in the rules of the American Arbitration Association, the
parties agree as follows:
12.1 Each party will appoint one individual approved by the American Arbitration Association
to hear and determine the dispute within twenty (20) days after receipt of notice of arbitration
from the noticing party. The two (2) individuals so chosen will select a third impartial
arbitrator. The majority decision of the arbitrators will be final and binding upon the parties to
the arbitration. If either party fails to designate its arbitrator within twenty (20) days after
delivery of the notice provided for in this Section 12.1, then the arbitrator designated by the one
(1) party will act as the sole arbitrator and will be considered the single, mutually approved
arbitrator to resolve the controversy. In the event the parties are unable to agree upon a rate of
compensation for the arbitrators, they will be compensated for their services at a rate to be
determined by the American Arbitration Association.
12.2 The parties will enjoy, but are not limited to, the same rights to discovery as they
would have in the United States District Court for the District of Arizona.
12.3 The arbitrators will, upon the request of either party, issue a written opinion of their
findings of fact and conclusions of law.
12.4 Upon receipt by the requesting party of said written opinion, said party will have the
right within ten (10) days to file with the arbitrators a motion to reconsider, and upon receipt of
a timely request the arbitrators will reconsider the issues raised by said motion and either
confirm or change their majority decision which will then be final and binding upon the parties to
the arbitration.
12.5 The arbitrators will award to the prevailing party in any such arbitration reasonable
expenses, including attorneys’ fees and costs, incurred in connection with the dispute.
13. Miscellaneous Provisions.
13.1 Termination or Amendment. The Committee may terminate or amend the Plan or the Option at
any time; provided, however, that except as provided in Section 8 in connection with a Change in
Control, no such termination or amendment may adversely affect the Option or any unexercised
portion hereof without the consent of the Participant unless such termination or amendment is
necessary to comply with any applicable law or government
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regulation. No amendment or addition to
this Option Agreement shall be effective unless in writing.
13.2 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Option
Agreement.
13.3 Binding Effect. This Option Agreement shall inure to the benefit of the successors and
assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding
upon the Participant and the Participant’s heirs, executors, administrators, successors and
assigns.
13.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Option Agreement provides for effectiveness only
upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail
address, if any, provided for the Participant by a Participating Company, or upon deposit in the
U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed to the other party
at the address shown below that party’s signature to the Grant Notice or at such other address as
such party may designate in writing from time to time to the other party.
(a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Grant Notice, this Option Agreement, the Plan Prospectus, and
any reports of the Company provided generally to the Company’s stockholders, may be delivered to
the Participant electronically. In addition, if permitted by the
Company, the Participant may deliver electronically the Grant Notice and Exercise Notice
called for by Section 4.2 to the Company or to such third party involved in administering the Plan
as the Company may designate from time to time. Such means of electronic delivery may include but
do not necessarily include the delivery of a link to a Company intranet or the Internet site of a
third party involved in administering the Plan, the delivery of the document via e-mail or such
other means of electronic delivery specified by the Company.
(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 13.4(a) of this Option Agreement and consents to the electronic delivery of the Plan
documents and, if permitted by the Company, the delivery of the Grant Notice and Exercise Notice,
as described in Section 13.4(a). The Participant acknowledges that he or she may receive from the
Company a paper copy of any documents delivered electronically at no cost to the Participant by
contacting the Company by telephone or in writing. The Participant further acknowledges that the
Participant will be provided with a paper copy of any documents if the attempted electronic
delivery of such documents fails. Similarly, the Participant understands that the Participant must
provide the Company or any designated third party administrator with a paper copy of any documents
if the attempted electronic delivery of such documents fails. The Participant may revoke his or
her consent to the electronic delivery of documents described in Section 13.4(a) or may change the
electronic mail address to which such documents are to be delivered (if Participant has provided an
electronic mail address) at any time by notifying the Company of such revoked consent or revised
e-mail
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address by telephone, postal service or electronic mail. Finally, the Participant
understands that he or she is not required to consent to electronic delivery of documents described
in Section 13.4(a).
13.5 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together
with any employment, service or other agreement between the Participant and a Participating Company
referring to the Option, shall constitute the entire understanding and agreement of the Participant
and the Participating Company Group with respect to the subject matter contained herein or therein
and supersede any prior agreements, understandings, restrictions, representations, or warranties
among the Participant and the Participating Company Group with respect to such subject matter. To
the extent contemplated herein or therein, the provisions of the Grant Notice, the Option Agreement
and the Plan shall survive any exercise of the Option and shall remain in full force and effect.
13.6 Applicable Law. This Option Agreement shall be governed by the laws of the State of
Arizona as such laws are applied to agreements between Arizona residents entered into and to be
performed entirely within the State of Arizona.
13.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
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Participant:
Date:
STOCK OPTION EXERCISE NOTICE
Grand Canyon Education, Inc.
Stock Administrator
Stock Administrator
Ladies and Gentlemen:
1. Option. I was granted a nonstatutory stock option (the “Option”) to purchase
shares of the common stock (the “Shares”) of Grand Canyon Education, Inc. (the “Company”) pursuant
to the Company’s 2008 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the
“Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:
Date of Grant: |
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Number of Option Shares: |
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Exercise Price per Share: |
$ | |||
2. Exercise of Option. I hereby elect to exercise the Option to purchase the
following number of Shares, all of which are Vested Shares in accordance with the Grant Notice and
the Option Agreement:
Total Shares Purchased: |
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Total Exercise Price (Total Shares X Price per Share) |
$ | |||
3. Payments. I enclose payment in full of the total exercise price for the Shares in
the following form(s), as authorized by my Option Agreement:
TM Cash: |
$ | |||
TM Check: |
$ | |||
TM Cashless Exercise: |
Contact Plan Administrator | |||
TM Net Exercise: |
Contact Plan Administrator | |||
TM Stock Tender Exercise: |
Contact Plan Administrator | |||
4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax withholding obligations of the Company, if
any, in connection with the Option.
5. Participant Information.
My address is: |
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My Social Security Number is: |
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6. Binding Effect. I agree that the shares of Stock are being acquired in accordance
with and subject to the terms, provisions and conditions of the Grant Notice, the Option Agreement
and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit
of and be binding upon my heirs, executors, administrators, successors and assigns.
| Very truly yours, | ||
| (Signature) |
Receipt of the above is hereby acknowledged.
By: |
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Name: |
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Title: |
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Dated: |
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