BTHC XI, INC.
Exhibit
99.2
BTHC
XI, INC.
2007
OMNIBUS EQUITY COMPENSATION PLAN
This
STOCK OPTION GRANT (this “Agreement”), dated as of ______, 200_ (the “Date of
Grant”), is delivered by BTHC XI, Inc. (the “Company”) to______________ (the
“Grantee”).
RECITALS
A. The
BTHC
XI, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) provides for the
grant of options to purchase shares of common stock of the Company. The Board
of
Directors of the Company (the “Board”) has decided to make a stock option grant
as an inducement for the Grantee to promote the best interests of the Company
and its stockholders. Grantee has also entered into an employment agreement
with
the Company dated on or about the date hereof (the “Employment Agreement”) and,
to the extent applicable, the terms of such Employment Agreement shall be
incorporated herein by reference.
B. The
Board
is authorized to appoint a committee to administer the Plan. If a committee
is
appointed, all references in this Agreement to the “Board” shall be deemed to
refer to the committee.
NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:
1. Grant
of Option.
Subject
to the terms and conditions set forth in this Agreement, the Employment
Agreement and in the Plan, the Company hereby grants to the Grantee a
nonqualified stock option (the “Option”) to purchase ______ shares of common
stock of the Company (“Shares”) at an exercise price of $_____ per Share. The
Option shall become exercisable according to Section 2
below.
2. Exercisability
of Option.
The
Option shall become exercisable on the following dates, if the Grantee is
employed by, or providing service to, the Employer (as defined in the Plan)
on
the applicable date or as otherwise provided in the Employment
Agreement:
|
Date
|
Shares
for Which the Option is Exercisable
|
||
1
3. Term
of Option.
(a) Except
as
otherwise provided herein, the Option shall have a term of ten years from the
Date of Grant and shall terminate at the expiration of that period, unless
it is
otherwise terminated pursuant to the provisions of this Agreement or the
Plan.
(b) The
following terms shall apply to the Option upon the termination of Grantee’s
employment with or service to Employer:
(i) If
Grantee is terminated by Employer for Cause (as defined in the Employment
Agreement), the Option shall terminate with respect to non-exercisable Shares
and the Option with respect to exercisable Shares may be exercised for the
shorter of (i) 90 days from the date of termination and (ii) the exercise term
in Section 3(a).
(ii) If
Grantee ceases to be employed by, or provide service to, the Employer on account
of Disability (as defined in the Employment Agreement) or death, on the date
of
termination all Shares that would have otherwise become exercisable within
the
12 months following the date of termination shall accelerate and immediately
vest and become exercisable in full. The Option may be exercised for the longer
of (i) 12 months from the date of any such termination and (ii) the exercise
term in Section 3(a).
(iii) If
Grantee is terminated by Employer without Cause or ceases to be employed by,
or
provide service to, the Employer for Good Reason (as defined in the Employment
Agreement), on the date of termination, all unvested Shares shall accelerate
and
immediately vest and become exercisable in full. The Option may be exercised
for
the longer of (i) 12 months from the date of any such termination and (ii)
the
exercise term in Section 3(a).
(iv) If
Grantee ceases to be employed by, or provide service to, the Employer on account
of his voluntary resignation, the Option shall terminate with respect to
non-exercisable Shares and (A) if such termination occurs during the first
year
of the employment term, any vested Shares would be exercisable for 90 days
from
the date of termination, and (B) if the termination occurs thereafter, any
such
vested Shares would continue to be exercisable for the full exercise term in
Section 3(a).
4. Exercise
Procedures.
(a) Subject
to the provisions of Sections 2
and
3
above,
the
Grantee may exercise part or all of the exercisable Option by giving the Company
written notice of intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option is to be exercised and
the method of payment. Payment of the exercise price shall be made in accordance
with procedures established by the Board from time to time based on type of
payment being made but, in any event, prior to issuance of the Shares. The
Grantee shall pay the exercise price (i) in cash, (ii) with the approval of
the
Board, by delivering Shares of the Company, which shall be valued at their
fair
market value on the date of delivery, or by attestation (on a form prescribed
by
the Board) to ownership of Shares having a fair market value on the date of
exercise equal to the exercise price, (iii) after a public offering of the
Company’s stock, by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board or (iv) by such other
method as the Board may approve. The Board may impose from time to time such
limitations as it deems appropriate on the use of Shares of the Company to
exercise the Option.
2
(b) The
obligation of the Company to deliver Shares upon exercise of the Option shall
be
subject to all applicable laws, rules, and regulations and such approvals by
governmental agencies as may be deemed appropriate by the Board, including
such
actions as Company counsel shall deem necessary or appropriate to comply with
relevant securities laws and regulations. The Company may require that the
Grantee (or other person exercising the Option after the Grantee’s death)
represent that the Grantee is purchasing Shares for the Grantee’s own account
and not with a view to or for sale in connection with any distribution of the
Shares, or such other representation as the Board deems appropriate.
(c) All
obligations of the Company under this Agreement shall be subject to the rights
of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable. Subject to Board approval, the Grantee
may elect to satisfy any tax withholding obligation of the Employer with respect
to the Option by having Shares withheld up to an amount that does not exceed
the
minimum applicable withholding tax rate for federal (including FICA), state
and
local tax liabilities.
5. Change
of Control.
Upon a
Change of Control, all unvested shares granted under this Option shall
accelerate and immediately vest and become exercisable in full on the date
of
the Change of Control. The provisions of Section 16(i) and (ii) of the Plan
shall not apply to this Option.
6. Restrictions
on Exercise.
(a) Except
as
the Board may otherwise permit pursuant to the Plan or as described in Section
6(b),
only
the Grantee may exercise the Option during the Grantee’s lifetime and, after the
Grantee’s death, the Option shall be exercisable (subject to the limitations
specified in the Plan) solely by the legal representatives of the Grantee,
or by
the person who acquires the right to exercise the Option by will or by the
laws
of descent and distribution, to the extent that the Option is exercisable
pursuant to this Agreement.
(b) Grantee
may transfer the Option to family members, or one or more trusts or other
entities for the benefit of or owned by family members, consistent with the
applicable securities laws; provided that (i) any such transfer shall be by
gift
with no consideration; (ii) no subsequent transfer of such Option shall be
permitted other than by will or the laws of descent and distribution; (iii)
the
Option shall not otherwise be transferable except by will or the laws of descent
and distribution; and (iv) the transferred Option shall continue to be subject
to the same terms and conditions as were applicable to the Option immediately
before the transfer.
7. Grant
Subject to Plan Provisions.
This
grant is made pursuant to the Plan, the terms of which are incorporated herein
by reference, and in all respects shall be interpreted in accordance with the
Plan. The grant and exercise of the Option are subject to interpretations,
regulations and determinations concerning the Plan established from time to
time
by the Board in accordance with the provisions of the Plan, including, but
not
limited to, provisions pertaining to (a) rights and obligations with respect
to
withholding taxes, (b) the registration, qualification or listing of the Shares,
(c) changes in capitalization of the Company and (d) other requirements of
applicable law. The Board shall have the authority to interpret and construe
the
Option pursuant to the terms of the Plan, and its decisions shall be conclusive
as to any questions arising hereunder.
3
8. No
Employment or Other Rights.
The
grant of the Option shall not confer upon the Grantee any right to be retained
by or in the employ or service of the Employer and shall not interfere in any
way with the right of the Employer to terminate the Grantee’s employment or
service at any time. The right of the Employer to terminate at will the
Grantee’s employment or service at any time for any reason is specifically
reserved.
9. No
Stockholder Rights.
Neither
the Grantee, nor any person entitled to exercise the Grantee’s rights in the
event of the Grantee’s death, shall have any of the rights and privileges of a
stockholder with respect to the Shares subject to the Option, until certificates
for Shares have been issued upon the exercise of the Option.
10. Assignment
and Transfers.
Except
as otherwise provided herein or as the Board may otherwise permit pursuant
to
the Plan or this Agreement, the rights and interests of the Grantee under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent
and
distribution. In the event of any attempt by the Grantee to alienate, assign,
pledge, hypothecate, or otherwise dispose of the Option or any right hereunder,
except as provided for in this Agreement, or in the event of the levy or any
attachment, execution or similar process upon the rights or interests hereby
conferred, the Company may terminate the Option by notice to the Grantee, and
the Option and all rights hereunder shall thereupon become null and void. The
rights and protections of the Company hereunder shall extend to any successors
or assigns of the Company and to the Company’s parents, subsidiaries, and
affiliates.
11. Applicable
Law.
The
validity, construction, interpretation and effect of this instrument shall
be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the conflicts of laws provisions thereof.
12. Notice.
Any
notice to the Company provided for in this instrument shall be addressed to
the
Company at its principal office and any notice to the Grantee shall be addressed
to such Grantee at the current address shown on the payroll of the Employer,
or
to such other address as the Grantee may designate to the Employer in writing.
Any notice shall be delivered by hand, sent by telecopy or enclosed in a
properly sealed envelope addressed as stated above, registered and deposited,
postage prepaid, in a post office regularly maintained by the United States
Postal Service.
[Signature
Page Follows]
4
IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.
|
BTHC
XI, INC.
|
||
| |
|
|
| By: | /s/ | |
|
Name: |
||
| Title | ||
I
hereby
accept the Option described in this Agreement, and I agree to be bound by the
terms of the Plan and this Agreement. I hereby further agree that all the
decisions and determinations of the Board shall be final and
binding.
| Grantee: | ||
| |
|
|
| Date: | By: | /s/ |
|
|
||
5