Common use of Stock and Stock Options Clause in Contracts

Stock and Stock Options. Subject to the approval of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares of the Company's Common Stock under the Company's 1998 Stock Plan (the "Plan"). The exercise price of such Option shall be equal to the fair market value of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares of the Company's Common Stock purchased by the Employee, pursuant to the exercise of options or otherwise, shall be treated in the same manner as any other shares of the Company's Common Stock issued by the Company.

Appears in 1 contract

Samples: Employment Agreement (Planetrx Com)

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Stock and Stock Options. Subject to At the approval next meeting of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares Compensation and Management Development Committee of the Company's Common Stock under the Company's 1998 Stock Plan ’s Board of Directors (the "Plan"“Initial Grant Date”). The , Executive shall be granted (a) a non-qualified stock option covering 25,000 shares of Company common stock with a per share exercise price of such Option shall be equal to the fair market value Fair Market Value (as defined in the Guide) of such a share of Company common stock on the later date of grant, (ib) 12,000 restricted performance stock rights (“RPSRs”), and (c) 9,000 restricted stock rights (“RSRs”). When elected officers of the Company generally are granted equity-based incentives in or around August 2003, if Executive is then employed by the Company, Executive shall be granted (a) a non-qualified stock option covering no less than an additional 15,000 shares of Company common stock with a per share exercise price equal to the Fair Market Value (as defined in the Guide) of a share of Company common stock on the date of grant, and (b) no less than an additional 8,000 RPSRs. The options, RPSRs, and RSRs granted to Executive shall be awarded under and shall be subject to the terms and conditions of the Company’s 2001 Long Term Incentive Stock Plan, as amended from time to time (the “LTISP”), the Guide to Administration for the LTISP, as amended from time to time (the “Guide”), and the grant certificates provided to Executive. The foregoing share, RPSR, and RSR numbers are subject to adjustment for stock splits and similar events in accordance with the adjustment provisions of the LTISP. Each option granted to Executive on the Initial Grant Date shall have a maximum term of ten years and shall vest in four substantially equal installments, with an installment becoming vested, subject to Executive’s continued employment through the respective vesting date, on each of the first through fourth anniversaries of the respective date of grant of the option. The RPSRs granted on the Initial Grant Date shall have a January 1, 2003 through December 31, 2005 performance period. The options and RPSRs granted in or around August 2003 shall be on terms otherwise similar to the terms applicable to other Company elected officer grants made at that time. Performance targets for the grant shall be established by the Company. Executive’s RSR award shall vest in three substantially equal installments, with an installment becoming vested, subject to Executive’s continued employment through the respective vesting date, on each of the first through third anniversaries of the date of grant or (ii) the first day of the Employee's service with the Companyaward. The term of this Option shall be 10 yearsNotwithstanding any contrary death, subject to earlier expiration Disability (as defined in the event Guide), or involuntary separation vesting or RPSR payment provision that may customarily apply with respect to awards under the LTISP, the following special vesting and RPSR payment provisions shall apply with respect to Executive’s option, RPSR, and RSR grants made as of the termination of Initial Grant Date (but not the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price contemplated August 2003 awards or any other subsequent award) in the event that the Employee's Employment Executive’s employment terminates before he vests in the shares. The Employee shall vest circumstances described: in 301,500 the event that Executive’s employment with the Company terminates due to the Executive’s death or Disability (as defined in the Guide) or in the event that Executive’s employment is terminated by the Company other than for Cause (as defined in Section 8), then (a) the portion of the Option shares Executive’s options and RSRs granted on the vesting commencement date of the Option Effective Date that are then outstanding and the remaining 603,000 of the Option shares otherwise unvested shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future thereupon become fully vested (but such options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to any limited post-termination exercise period that may apply), and (b) the other Executive’s RPSRs granted on the Effective Date shall be paid in accordance with their usual terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares of the Company's Common Stock purchased as though Executive’s employment by the Employee, pursuant to the exercise of options or otherwise, shall be treated in the same manner as any other shares of the Company's Common Stock issued by the Company.Company had not terminated (without pro ration) except that the

Appears in 1 contract

Samples: Employment Agreement (Northrop Grumman Corp /De/)

Stock and Stock Options. Subject You acknowledge and agree that, (i) you hold 135,000 shares of common stock, issued pursuant to a November, 2005 Stock Restriction Agreement and which became fully vested on October 3, 2006 (“Vested Shares”), (ii) you hold a Nonqualified Stock Option (the “Nonqualified Stock Option”) to purchase 30,000 shares of the Company’s common stock pursuant to the approval 2001 Stock Option and Grant Plan (“Stock Option Plan”) and the November 15, 2005 NonQualified Stock Option Agreement (“NQO Agreement”) at the per share exercise price of $.80; (iii) you hold an Incentive Stock Option (the “Incentive Stock Option”) to purchase 375,000 shares of the BoardCompany’s common stock pursuant to the Stock Option Plan and the November 15, 2005 Incentive Stock Option Agreement (“ISO Agreement”) at the per share exercise price of $.80 (collectively, the Nonqualified Stock Option and the Incentive Stock Option are “Your Stock Options”); (iv) other than the Vested Shares and Your Stock Options, you do not own and have never owned (in each case, of record or beneficially) any rights to acquire any shares of capital stock of the Company (whether pursuant to stock options, warrants or any other rights to acquire shares of capital stock of the Company); and (v) you do not own and have never owned (in each case, of record or beneficially) any other shares of beneficial interests of the Company. In consideration for, among other terms, your entering into and not revoking this Agreement, and contingent upon signing and returning the General Release within the time frames set forth in this Agreement, the Company shall grant modify the Employee an option ("Option") to purchase 904,500 shares Incentive Stock Option in accordance herewith. As of the Company's Common date hereof, the Non-Qualified Stock Option is hereby canceled and shall be of no further force or effect as of the date hereof. You acknowledge that the following sets forth the modified and accelerated vesting schedule, as mutually agreed upon, with respect to the Incentive Stock Option and supersedes any vesting schedule set forth in the ISO Agreement: On November 30, 2006, you shall vest in 22,500 shares under the Company's 1998 Incentive Stock Plan (Option. In the "Plan"). The exercise price of such event that the Company does not extend the Separation Date into February 2007 pursuant to this Agreement, you shall vest in an additional 90,000 shares under the Incentive Stock Option shall be equal to the fair market value of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the CompanySeparation Date. The term of this Option shall be 10 yearsAlternatively, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in Company does extend the shares. The Employee Separation Date into February 2007 pursuant to this Agreement, you shall vest in 301,500 of an additional 101,250 shares under the Incentive Stock Option shares on the vesting commencement date of Separation Date. The exercise period under the Incentive Stock Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service be for the Company over a 48-month period ninety (90) days from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not availableSeparation Date, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions as set forth in the Plan and in the Company's standard form of stock option agreementISO Agreement. Any shares All of the Company's Common Incentive Stock purchased by the Employee, pursuant Options that are not subject to the exercise vesting described above shall lapse as of options or otherwisethe Separation Date, shall not become exercisable, and shall be treated in the same manner canceled as any other shares of the Company's Common Stock issued by the Companysuch date.

Appears in 1 contract

Samples: Bladelogic Inc

Stock and Stock Options. Subject XxXxxxxxx has the right, pursuant to the approval Nonqualified Stock Option Agreement (dated July 9, 2010), to purchase up to 119,586 shares of the BoardCompany’s Common Stock (the “Vested Option Shares”) at a price per share of $6.47 per share (the “Option Agreement”), subject to the terms of the Option Agreement and the 2010 American Renal Associates Holdings, Inc. Stock Incentive Plan, as modified by the Notice of Option Amendments (dated April 26, 2016) (the “Plan”). XxXxxxxxx’x right to purchase the Vested Option Shares shall terminate on December 31, 2017 (the “Option Termination Date”), and otherwise in accordance with the terms of the Option Agreement, the Company’s Securities Trading Policy, and the Plan. Notwithstanding the same, those 208,360 stock options associated with the 2.5x Exit Option and those 208,360 stock options associated with the 3.0x Exit Option as defined in the Option Agreement will remain outstanding and eligible to vest and remain exercisable (to the extent vested) through December 31, 2017 and will become vested (if at all) when the applicable vesting criteria set forth in Option Agreement and subsequent Option Amendment are satisfied. In addition, the Board of Directors of the Company has approved that, contingent on XxXxxxxxx signing and not revoking this Agreement and re-executing this Agreement after the Separation Date as set forth in paragraph 17 and contingent on XxXxxxxxx satisfactorily providing the consulting services described in paragraph 6 and Exhibit A, those 79,721 stock options associated with the Time Options as defined in the Option Agreement will remain outstanding and eligible to vest through March 22, 2018. Except to the extent XxXxxxxxx maintains rights with respect to the 262,467 shares of Company stock that he currently owns without restriction or subject to any legend (the “Preserved Rights”), XxXxxxxxx hereby acknowledges and agrees that his sole right and interest in the capital stock or other equity or ownership interest in the Company consists of his right to purchase the Option Shares as described above, that he otherwise holds no right or interest in the capital stock or other equity or ownership interest in the Company, including but not limited to, those options granted in connection with the 2014 Incremental Nonqualified Stock Option Agreement (dated June 25, 2014) which shall be forfeited as a result of XxXxxxxxx’x termination of employment, and that his ownership interest in the Company, should he elect to purchase the Option Shares, may be diluted at any time in connection with the issuance by the Company of additional shares of its capital stock. The parties agree that, to the extent permitted under federal securities law, the Company shall grant the Employee an option provide such information as is necessary for XxXxxxxxx ("Option"and his spouse, as necessary) to purchase 904,500 shares implement non-discretionary, written trading plan(s) that comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934 (“10b5-1 plan”). XxXxxxxxx will provide a copy of the Company's Common Stock under 10b5-1 plan to the Company's 1998 Stock Plan (Company for its review and reasonable comments prior to its implementation. For the "Plan")avoidance of doubt, the 10b5-1 plan may only be implemented during an open trading window and while XxXxxxxxx is not in possession of material non-public information. The exercise price of such Option shall be equal to the fair market value of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including not be liable for any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares of the Company's Common Stock purchased by the Employee, transaction effectuated pursuant to the exercise of options or otherwise, shall be treated in the same manner as 10b5-1 plan. The foregoing is not intended to supersede any other shares of the Company's Common Stock issued by the Companyrestrictions that may be applicable to XxXxxxxxx’x equity holdings.

Appears in 1 contract

Samples: Severance Agreement (American Renal Associates Holdings, Inc.)

Stock and Stock Options. Subject to At the approval next meeting of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares Compensation and Management Development Committee of the Company's Common Stock under the Company's 1998 Stock Plan ’s Board of Directors (the "Plan"“Initial Grant Date”). The , Executive shall be granted (a) a non-qualified stock option covering 15,000 shares of Company common stock with a per share exercise price of such Option shall be equal to the fair market value Fair Market Value (as defined in the Guide) of such a share of Company common stock on the later date of grant, and (ib) 8,000 restricted performance stock rights (“RPSRs”). When elected officers of the Company generally are granted equity-based incentives in or around August 2003, if Executive is then employed by the Company, Executive shall be granted (a) a non-qualified stock option covering no less than an additional 15,000 shares of Company common stock with a per share exercise price equal to the Fair Market Value (as defined in the Guide) of a share of Company common stock on the date of grant, and (b) no less than an additional 8,000 RPSRs. The options and RPSRs granted to Executive shall be awarded under and shall be subject to the terms and conditions of the Company’s 2001 Long Term Incentive Stock Plan, as amended from time to time (the “LTISP”), the Guide to Administration for the LTISP, as amended from time to time (the “Guide”), and the grant or (ii) certificates provided to Executive. The foregoing share and RPSR numbers are subject to adjustment for stock splits and similar events in accordance with the adjustment provisions of the LTISP. Each option granted to Executive on the Initial Grant Date shall have a maximum term of ten years and shall vest in four substantially equal installments, with an installment becoming vested, subject to Executive’s continued employment through the respective vesting date, on each of the first day through fourth anniversaries of the Employee's service with respective date of grant of the option. The RPSRs granted as of the Initial Grant Date shall have a January 1, 2003 through December 31, 2005 performance period. Performance targets for the grant shall be established by the Company. The term of this Option options and RPSRs granted in or around August 2003 shall be 10 yearson terms otherwise similar to the terms applicable to other Company elected officer grants made at that time Notwithstanding any contrary death, subject to earlier expiration Disability (as defined in the event Guide), or involuntary separation vesting or RPSR payment provision that may customarily apply with respect to awards under the LTISP, the following special vesting and RPSR payment provisions shall apply with respect to Executive’s option and RPSR grants made as of the termination of Initial Grant Date (but not the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price contemplated August 2003 awards or any other subsequent award) in the event that the Employee's Employment Executive’s employment terminates before he vests in the shares. The Employee shall vest circumstances described: in 301,500 the event that Executive’s employment with the Company terminates due to Executive’s death or Disability (as defined in the Guide) or in the event that Executive’s employment is terminated by the Company other than for Cause (as defined in Section 8 or by Executive for Good Reason (as defined in Section 9), then (a) the portion of the Option shares Executive’s options granted on the vesting commencement date of the Option Effective Date that are then outstanding and the remaining 603,000 of the Option shares otherwise unvested shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future thereupon become fully vested (but such options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to any limited post-termination exercise period that may apply), and (b) Executive’s RPSRs granted on the other Effective Date shall be paid in accordance with their usual terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares of the Company's Common Stock purchased as though Executive’s employment by the EmployeeCompany had not terminated (without pro ration) except that the 30% minimum payment provisions applicable to certain RPSRs shall not apply (accordingly, pursuant to the exercise no payment of options or otherwise, such RPSRs shall be treated in the same manner as any other shares of the Company's Common Stock issued made unless and until payments with respect to such RPSRs are made to participants who continue to be employed by the Company).

Appears in 1 contract

Samples: Employment Agreement (Northrop Grumman Corp /De/)

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Stock and Stock Options. Subject to the approval of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares of the Company's Common Stock under the Company's 1998 Stock Plan (the "Plan"). The exercise price of such Option shall be equal to the fair market value of such Executive hereby forfeits all stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase options granted by the Company at to Executive prior to the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement hereof to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future such options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Optionhave not heretofore been exercised. The grant of this Option Executive shall otherwise be subject have the right to cause the other terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares Company to purchase from Executive up to 280,000 of the Company's Common Stock purchased by the Employee, pursuant to the exercise of options or otherwise, shall be treated in the same manner as any Shares (but not other shares of the Company's Common Stock issued capital stock Executive may have acquired) on the last trading day in calendar year 1997 at a purchase price of $8.50 per Share; provided, however, that (i) such right shall expire and be of no force or effect with respect to 210,000 of such Shares if, for any 5 consecutive trading days between the fifth calendar day following the date hereof and the last trading day of calendar year 1997, the closing sale price per Share of the Company's common stock on the Nasdaq National Market (the "Market Value") is $8.50 or more, and (ii) such right shall expire and be of no force or effect with respect to the remaining 70,000 of such Shares if the Market Value of the Company's common stock is $8.50 or greater during any 5 consecutive trading days between the 90th calendar day following the date of this Agreement and the last trading day of calendar year 1997. In the event Executive is entitled and desires to exercise the rights set forth in this Section 2, he shall do so by delivering to the Company, not later than 5 days prior to the last trading day of calendar year 1997, written notice of election. Upon payment by the CompanyCompany of the purchase price therefore, Executive shall deliver to the Company the certificates representing the Shares, duly endorsed for transfer or accompanied by signed assignments separate from certificate, and Executive shall execute and deliver such other instruments as may reasonably be required to evidence the transfer of the Shares and comply with applicable securities laws. In the event that, pursuant to any merger, reorganization or other transaction to which the Company is a party, the Shares are converted into any other security prior to the last trading day of calendar year 1997, the right of Executive pursuant to this Section 2 shall apply with respect to the securities into which 280,000 of the Shares are converted on the same basis as such right applies to the Shares, with the $8.50 purchase price and Market Value referenced above appropriately adjusted to reflect the corresponding values of such other securities. In the event that, pursuant to any such transaction, the Shares are converted (prior to the last trading day of calendar year 1997) into cash or the right to receive cash, the Company shall pay to Executive, on or prior to the last trading day of calendar year 1997, the difference between the per Share amount of cash received by Executive pursuant thereto and $8.50, multiplied by the number of Shares Executive would have had the right to cause the Company to purchase had such conversion not occurred and the Market Value of the Shares not increased above the price paid in the conversion. Nothing in this paragraph shall restrict Executive from selling a portion of the Shares prior to December 31, 1997, nor shall such sale(s) affect Executive's right to require the Company to purchase the balance up to 280,000 Shares.

Appears in 1 contract

Samples: Severance Agreement (Computer Network Technology Corp)

Stock and Stock Options. Subject Company shall grant to Consultant, concurrent with the execution and delivery of this Agreement, 150,000 144 shares issued by two grants; 1st grant within 60 days of executing the agreement, 2nd grant 120 days after execution. If Contract is terminated for "cause" or mutually agreed to, within 60 days, only 75,000 shares will be issued. Company shall grant to Consultant, non-qualified stock options entitling Con-sultant to purchase up to 75,000 shares of Common Stock of the Company which shall vest quarterly over the twelve months of this agreement and be fully exercisable. The exercise price for the Vested Options shall be $0.50 USD per share. All such options shall be issued under the Company's Stock Option Plan (the "Stock Plan") and shall be represented by a stock option agreement mutually acceptable to the approval Company and Consultant. All such op-tions shall survive for a term of five years from the date of vesting and shall be freely as-signable, but not be resold, by Consultant. In the event the Company files or amends any registration statement under the Securities Act of 1933 which registers for resale by option holders shares of the BoardCom-pany's Common Stock that they acquire through the exercise of options granted under the Stock Plan, then the Company shall grant include in such registration state-ment the Employee an option ("Option"resale by Consultant or its assignee(s) of shares of the Company's Com-mon Stock acquired pursuant to purchase 904,500 the exercise of options granted under this Agreement. Unless and un-til such resale registration of shares of the Company's Common Stock under underlying the Company's 1998 Stock Plan (the "Plan"). The exercise price of such Option shall be equal options granted pursuant to the fair market value of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service this Agreement becomes effective with the Company. The term of this Option shall be 10 yearsSecurities and Exchange Commission, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any such shares of the Company's Common Stock purchased by shall have attached thereto customary piggy-back registration rights providing the Employee, pursuant to the exercise of options or otherwise, shall be treated holder thereof with registration rights in the same manner as event the Company and/or any other of its shareholders register any of their shares of the Company's Common Stock issued by under the CompanySecuri-ties Act of 1933 for sale in a pub-lic offering, excluding registrations on Form S-4 of shares being offered in connection with business combination transactions or any successor regis-tration form(s). The specific terms of the registration rights are set forth in the Registration Rights Agreement being executed between the parties concurrent with their mutual execu-tion and delivery of this Agreement.

Appears in 1 contract

Samples: Professional Consulting Agreement (Free DA Connection Systems, Inc.)

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