LENDER TO LENDER FRANCHISE, INC.
______________________,
2010
____________________
____________________
[NAME]
[ADDRESS]
Dear
[NAME]
The Board
of Directors of LENDER TO LENDER FRANCHISE, INC. (the “Corporation”) is pleased
to award you an Option pursuant to the provisions of the Lender to Lender
Franchise, Inc. 2010 Equity
Incentive Plan (the “Plan”). This Grant Form will describe the
Option granted to you (the “Optionee”). Attached to this letter is a
copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to
reading this letter you should also read the Plan. Your signature on
this letter is an acknowledgement to us that you have read and understand the
Plan and that you agree to abide by its terms. All terms not defined
in this letter shall have the same meaning as in the Plan.
1. Type of
Option. You are granted an incentive stock option
(“ISO”).
2. Rights
and Privileges. Subject to the conditions hereinafter set
forth, we grant you the right to purchase ________ shares of Common Stock at
$1.00 per share (the “Shares”), the current fair market value of a share of
common stock of the Corporation. The right to purchase the Shares
vests over the time periods described below:
The right
to acquire ___ shares vests on August __, 2011.
The right
to acquire ___ shares vests on August __, 2012.
The right
to acquire ___ shares vests on August __, 2013.
The right
to acquire ___ shares vests on August __, 2014.
The right
to acquire ___ shares vests on August __, 2015.
3. Time of
Exercise. The Option may be exercised at any time and from
time to time beginning when the right to purchase the Shares accrues and ending
when they terminate as provided in Section 5 of this Grant Form or in the
Plan.
4. Method of
Exercise. The Options shall be exercised by written notice to
the Corporation’s Stock Option Administrator at the Corporation's principal
place of business. The notice shall set forth the number of shares to
be acquired and shall contain payment by either: (i) in cash or by check, (ii) to the extent permitted
by applicable law, by means of any cash or cashless exercise procedure through
an arrangement approved by the Administrator, (iii) in the form of unrestricted
shares of the Corporation’s common stock already owned by the Optionee to the
extent the unrestricted shares of common stock have a Fair Market Value on the
date of surrender equal to the aggregate Option Exercise Price of the Shares as
to which such Option shall be exercised and the minimum statutory withholding
taxes with respect thereto, or (iv) any combination of the
foregoing.
5. Termination
of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) August
__, 2020, being ten (10) years from the date of grant pursuant to the provisions
of Section 3 of this Grant Form; or
(b) The
expiration of thirty (30) days following the date your employment terminates
with the Corporation and any of its subsidiaries included in the Plan for any
reason, other than by reason of death, permanent disability or for cause;
or
(c) The
expiration of twelve (12) months following the date your employment terminates
with the Corporation and any of its subsidiaries included in the Plan, if such
employment termination occurs by reason of your death; or
(d) The
expiration of twelve (12) months following the date your employment terminates
with the Corporation and any of its subsidiaries included in the Plan, if such
employment termination occurs by reason of your permanent disability as defined
in the Plan; or
(e) Immediately
upon the date your employment terminates for cause as defined in the
Plan.
6. Non-Transferability. The
Option cannot be transferred other than by will or the laws of descent and
distribution.
7. Securities
Laws. The Option and the Shares underlying the Option have not
been registered under the Securities Act of 1933, as amended (the
“Act”). The Corporation has no obligations to ever register the
Option or the Shares underlying the Option. All Shares acquired upon
the exercise of the Option shall be “restricted securities” as that term is
defined in Rule 144 promulgated under the Act. The certificate
representing the shares shall bear an appropriate legend restricting their
transfer. Such shares cannot be sold, transferred, assigned or
otherwise hypothecated without registration under the Act or unless a valid
exemption from registration is then available under applicable federal and state
securities laws and the Corporation has been furnished with an opinion of
counsel satisfactory in form and substance to the Corporation that such
registration is not required.
8. Binding
Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
9. Date of
Grant. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later
date.
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Very
truly yours,
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By:
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Name:
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Its:
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AGREED
AND ACCEPTED:
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[NAME]
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