TURBOCHEF TECHNOLOGIES, INC. STOCK OPTION MODIFICATION AGREEMENT
Exhibit
10.1
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TURBOCHEF
TECHNOLOGIES, INC.
Name
of Option Holder:
Options:
Grant
Date
|
Original
Grant*
|
Price*
|
Option
Shares
Subject
to this
Agreement*
|
Vesting/Release
Date
|
*As
adjusted for 12/27/04 1-for-3 reverse split
|
This
document sets forth a proposal to amend the terms of your stock options.
Please
sign this agreement only after you fully understand the new terms and conditions
that will apply to your stock options. [Note:
The stock options listed above reflect our record of outstanding stock options
granted to you under the Company’s 2003 Stock Incentive Plan that were not yet
vested on December 31, 2005. However, that list is only for convenient reference
and this Agreement neither adds nor cancels any stock options, but it will
apply
to all of your stock options that become vested early as of December 31,
2005
(“Accelerated Options”).]
What
the Company is Offering:
Effective
December 31, 2005 all stock options that were granted to you will be fully
vested. You would be able to exercise all stock options that you hold at
any
time until they expire as provided in your Option Certificate for vested
options. As an example, if you quit or your employment was terminated by
the
Company without cause on February 15, then you could exercise the Accelerated
Options through the close of business on May 15, three months after
termination.
What
You are Asked to Agree to:
If
you
exercise an Accelerated Option before the original vesting date (which will
now
be called the “Release Date”), then you agree that until the Release Date
(whether or not you are still employed by the Company) you will not sell,
pledge, encumber (hypothecate or borrow against) or otherwise transfer,
including by making a gift, the shares that you bought by exercising the
option,
except as the Company may permit. For example, you would not be able to sell
shares to raise the money to exercise the option (a “cashless exercise”) before
the Release Date for those options.
You
agree
that the certificate issued to represent shares you purchase by exercising
an
Accelerated Option before the Release Date, at the Company’s discretion may
contain a legend reflecting these restrictions and be delivered to the Company
and held in safe keeping by the Company until the Release Date.
Additional
Information:
You
will
otherwise have all rights in any shares you purchase through exercise of
an
Accelerated Option before the Release Date, including, for example, the right
to
vote the shares and receive any dividends issued.
The
Release Date, the date upon which you may begin selling shares you purchase
through the exercise of Accelerated Options, will automatically be re-set
to an
earlier date upon a change of control of the Company to the date your options
would have become vested early under the terms of your option certificate,
but
regardless of whether you are still employed at the time of the change of
control. Except as provided herein, the terms and conditions of your Accelerated
Options shall remain unchanged, and this Agreement shall have no effect on
the
terms and conditions applicable to any stock option that is already vested
prior
to December 31, 2005.
TURBOCHEF
TECHNOLOGIES, INC.
|
I
agree to the foregoing modification to all of my
outstanding non-vested stock options.
|
By:
___________________________________
Xxxxxx
X. Xxxxxxxxx
Vice
President and General Counsel
|
_____________________________________
Optionee
|