CINEMARK HOLDINGS, INC. STOCK OPTION AGREEMENT
EXHIBIT 10.7(b)
Cinemark Holdings, Inc. (the “Company”), desiring to afford an opportunity to the undersigned
optionee (the “Optionee”) to purchase certain shares of the Company’s Class A Common Stock, par
value $.001 per share (the “Common Stock”), to provide the Optionee with an added incentive as an
employee of the Company or one or more of its Subsidiaries, hereby grants to the Optionee, and the
Optionee hereby accepts, an option to purchase the number of such shares specified below, during a
term ending at the close of business (prevailing local time at the Company’s principal offices) on
the expiration date of this Option specified below, at the Option exercise price specified below,
subject to and upon the following terms and conditions:
1. Grant of Option. The Company hereby grants to the Optionee effective as of the
date set forth in Section 18 hereof (the “Date of Grant”), the right and option (the “Option”) to
purchase up to the aggregate number of shares the Common Stock set forth in Section 18 hereof,
subject to adjustment pursuant to Section 3 hereof and subject to the Optionee’s acceptance and
agreement to all of the terms and conditions and restrictions described in the Cinemark Holdings,
Inc. 2006 Long Term Incentive Plan (the “Plan”), a copy of which has been made available to the
Optionee, and to the further terms, conditions and restrictions set forth below.
(a) Subject to the following provisions of this Section 7 and Article VI of the Plan,
this Option may not be exercised unless at the time of exercise the Optionee is an Employee
of the Company or a Subsidiary.
(b) Termination for Cause. In the event that Optionee is an Employee and the
Optionee’s employment by the Company or a Subsidiary shall terminate for Cause (as defined
in the Plan), this Option shall terminate immediately and shall be of no further force or
effect.
(c) Death or Disability.
(i) In the event that an Optionee’s Service to the Company or a Subsidiary is
terminated because of Optionee’s death or Disability, the Optionee or his estate or
legal representative, as applicable, shall have the right to exercise the Option at
any time within one year of termination of the Optionee’s employment by the Company
or a Subsidiary due to death or six months after the date of termination of Service
due to Disability unless a longer period is otherwise required by the Code (but in
no event later than the date on which the Option otherwise would have expired by its
terms) only to the extent the Optionee was entitled to exercise his or her Option
immediately prior to the date of death or such Disability, as applicable;
provided that, in addition to the Options held by such Optionee that
have already vested, the lesser of (i) an additional twenty percent (20%) of the
number of shares covered by the Option and (ii) the remaining amount of unvested shares covered by the Option shall become vested and exercisable on the date of
termination due to death or Disability. To the extent that this Option is not so
exercised as specified above, it shall expire at the end of the applicable period.
For purposes of this Option Agreement, Disability shall be as defined in the Plan.
(ii) If the Optionee dies during the three-month period after the termination
of his or her Service to the Company or a Subsidiary and at the time of his or her
death the Optionee was entitled to exercise this Option, this Option shall expire
one year after the date on which his Service to the Company or a Subsidiary
terminated, but in no event, later than the date on which this Option would have
expired if the Optionee had lived. Until the expiration of such period, this Option
may be exercised by the Optionee’s executor or administrator or by any person or
persons who shall have acquired the Option directly from the Optionee by will or in
accordance with the laws of descent and distribution, upon delivery of written
notice thereof, a copy of the will, or such other evidence as the Administrator may
determine necessary to establish the validity of the transfer, but only to the
extent that the Optionee was entitled to exercise the Option at the
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date of his or her death and, to the extent the Option is not so exercised, it
shall expire at the end of such period.
(d) Other Termination. In the event that termination of Service to the Company
or a Subsidiary terminates for reasons other than for Cause, or death or Disability pursuant
to Sections 7(b) or 7(c) above, as applicable, the Optionee shall have the right to exercise
this Option at any time within three months after such termination to the extent the
Optionee was entitled to exercise the same immediately prior to such termination. To the
extent that this Option is not so exercised, it shall expire at the end of such three-month
period beginning on the termination date.
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purchased; (iv) in the case of an Option, by paying all or a portion of the tax withholding for the
number of shares being purchased by withholding shares from any transfer or payment to the Optionee
(“Stock Withholding”); or (v) a combination of one or more of the foregoing payment
methods. The Administrator will, as soon as reasonably possible, notify the Optionee (or such
Optionee’s representative) of the amount of employment tax and other withholding tax that must be
paid under federal, state and local law due to the exercise of the Option. At the time of
delivery, the Company shall, without transfer or issue tax to the Optionee (or other person
entitled to exercise the Option), deliver to the Optionee (or to such other person) at the
principal office of the Company, or such other place as shall be mutually agreed upon, a
certificate or certificates for the Option Shares after the Exercise Price and all federal, state,
local or other income, excise or employment taxes subject to withholding have been paid; provided,
however, that the time of delivery may be postponed by the Administrator for such period as may be
required for it with reasonable diligence to comply with any requirements of law.
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accepted subject to such condition and understanding. This Option is subject to, and the Company
and the Optionee agree to be bound by, all of the terms and conditions of the Plan under which this
Option was granted, as the same may have been amended from time to time in accordance with Section
8.1 of the Plan. A copy of the Plan in its present form is available for inspection during
business hours by the Optionee or other persons entitled to exercise this Option at the Company’s
principal office.
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(a) | Date of Grant: [ ] | ||
(b) | Name of Optionee: | ||
(c) | Number of Shares Covered by Option: | ||
(d) | Option Exercise Price Per Share: | ||
(e) | Expiration Date: [ ] |
19. Rules of Construction. This Option Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, other than any choice of law rules calling for
the application of laws of another jurisdiction. Should there be any inconsistency or discrepancy
between the provisions of this Option and the terms and conditions of the Plan under which this
Option is granted, the provisions in the Plan shall govern and prevail.
[SIGNATURE PAGE FOLLOWS]
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CINEMARK HOLDINGS, INC. |
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By: | ||||
Name: | ||||
Title: | ||||
OPTIONEE |
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Name: |
Optionee’s Address: | ||||
Signature Page to Cinemark, Inc. Stock
Option Agreement
Option Agreement