Executive Option Clause Samples

The Executive Option clause grants an executive the right to purchase a specified number of company shares at a predetermined price, typically as part of their compensation package. This clause outlines the terms under which the options can be exercised, such as vesting schedules, expiration dates, and any conditions tied to continued employment or company performance. Its core practical function is to incentivize executives by aligning their interests with the company's success, while also providing a structured mechanism for equity participation.
Executive Option. Upon the occurrence of an Option Buy-Out Event, the Executive may tender all, but not a portion, of the Twenty Million (20,000,000) shares of the Company’s common stock that Executive acquired for Twenty Thousand Dollars ($20,000.00) in February, 2008 (“Buy-Out Shares), to the Company and the Company shall be obligated to make a payment of Twenty Thousand Dollars ($20,000.00) to the Executive, or Executive’s estate, heirs and/or legal guardian(s) at the time of the appointment of the individual set forth in Exhibit A and the surrender of the Buy-Out Shares.
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Executive Option. (a) ESC grants to Parent and Subsidiary an ---------------- irrevocable option (the "Executive Option") to require ESC to purchase 640,625 ---------------- Executive Shares, at the price per Share set forth in the ESC Stock Options. The Executive Option may be exercised by Parent or Subsidiary, in whole or in part, at any time and from time to time by delivery of written notice during the period commencing on the date of any Acquisition Proposal (as defined in the Merger Agreement) and ending on the date of the first to occur of (i) the Effective Time and (ii) (A) 180 days after the termination of the Merger Agreement in case of termination pursuant to Sections 8.01(d) or 8.01(e) of the Merger Agreement, or (B) on the date of termination in the case of termination of the Merger Agreement for any other reason (the "Trust Exercise Period"). --------------------- (b) If Parent wishes to exercise the Executive Option, Parent shall send a written notice at any time during the Trust Exercise Period to ESC of its intention to exercise the Executive Option, specifying the total number of Executive Shares that ESC shall be required to purchase. Following receipt of notice from Parent, ESC shall promptly notify Parent in writing of the Purchase Price. ESC shall not be obliged to purchase such Executive Shares unless Parent makes available by way of loan to ESC the cash funds sufficient to satisfy the aggregate Purchase Price for such Executive Shares and to pay any applicable taxes. (c) The closing of the purchase of such Executive Shares (the "Executive Closing") shall occur within five business days of the date on which ----------------- Parent delivers a written notice to ESC specifying the number of Executive Shares to be purchased by ESC. At the Executive Closing, Parent shall advance to ESC, by way of loan, cash in an amount equal to the product obtained by multiplying (i) such number of the Executive Shares as to which the Executive Option is exercised and (ii) the Purchase Price per Executive Share (such cash amount being, the "ESC Loan") PLUS an amount sufficient to pay any applicable -------- taxes. The ESC Loan, together with accrued and unpaid interest thereon calculated at a rate of seven percent per annum, shall be repaid prior to the earlier of (x) the Closing (as defined in the Merger Agreement) and (y) the termination of the Merger Agreement. (d) At the Executive Closing, as collateral security for the prompt payment in full when due of the obligati...
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Executive Option. At the option of Executive, at any time, for any reason, on sixty (60) days’ prior written notice to the Company.
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Executive Option. Upon thirty (30) days prior written to notice (the "Executive Notice") to Company given at any time after a Change in Control, the Executive may terminate this Agreement and upon the effective date of such termination by Executive all benefits and payments by the Company to Executive under this Agreement shall cease and neither party shall have any continuing rights or obligations one to the other.
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Executive Option. Within 90 days after the Effective Date, the Executive, in his sole and absolute discretion, may elect to terminate his employment with the Company and the Bank and receive the Termination Payment by delivering written notice to the Company and the Bank of the Executive's election to terminate his employment (the "Election Notice") prior to the expiration of such 90-day period. Within 14 days of receipt of the Election Notice, (a) the Company and the Bank shall pay the Executive the Termination Payment and (b) the Executive shall cease to be employed by the Company and the Bank. Failure by the Executive to provide the Election Notice to the Company and the Bank within such 90-day period shall be deemed a waiver of the Executive's rights under this Section 3. Notwithstanding anything to the contrary contained in this Agreement, the Executive shall have no right to make the election described in this Section 3 should the Executive have committed any of the acts entitling the Company or the Bank to terminate the Executive for cause as described in Section 5.
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Related to Executive Option

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Employee Stock Options Except as provided in this Agreement or pursuant to the provisions of any Plan or employee or director stock option agreement as in effect on the date hereof, from the date hereof Company will not accelerate the vesting or exercisability of or otherwise modify the terms and conditions applicable to the Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase Parent Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Company governing the Employee Stock Options (the "Company Stock Option Plans")): (1) The number of Parent Shares to be subject to the new option shall be equal to the product of the number of Shares subject to the original option and the Exchange Ratio, PROVIDED that any fractional Parent Shares resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any options which are intended to qualify as "incentive stock options" (as defined in section 422 of the Code ("ISOs")), Parent shall pay an amount in cash to the holder of such Employee Stock Option equal to the fair market value immediately prior to the Effective Time of such fractional Parent Shares calculated based on the average closing price on the New York Stock Exchange for the last five trading days immediately preceding the day prior to the Effective Time; and (2) The exercise price per Parent Share under the new option shall be equal to the aggregate exercise price of the original option divided by the total number of full Parent Shares subject to the new option (as determined under (1) immediately above), PROVIDED that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) of the Code. The duration and other terms of the new option shall be the same as that of the original option, except that all references to Company shall be deemed to be references to Parent. Parent shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement as promptly as practicable after the Effective Time for purposes of registering all Parent Shares issuable after the Effective Time upon exercise of the Employee Stock Options, and shall have such registration statement or post-effective amendment become effective and comply, to the extent applicable, with state securities or blue sky laws with respect thereto at the Effective Time.

  • Nonstatutory Stock Option If the Grant Notice so designates, 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.

  • Stock Option Grants Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.