Non-Employee Director Stock Option Agreement Sample Contracts

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B&G Foods Holdings Corp. – [FORM OF] Non-Employee DIRECTOR Stock Option Agreement Pursuant to the B&G Foods 2008 Omnibus Incentive Compensation Plan (Non-Qualified Stock Option) (August 4th, 2016)

B&G Foods, Inc. ("B&G Foods" or the "Company") has granted to [Name] ("you"), an option (the "Option") to purchase the number of shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock") shown in Section 1(b) below (the "Shares") at the Exercise Price per share shown in Section 1(e) below. The Option has been granted pursuant to the B&G Foods 2008 Omnibus Incentive Compensation Plan (as amended, supplemented or otherwise modified from time to time, the "Plan") and is subject to the terms and conditions of the Plan and this this Stock Option Agreement under the Plan (the "Agreement"). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.

Geron Corporation 2011 Incentive Award Plan Non-Employee Director Stock Option Agreement (May 7th, 2015)
Patterson-UTI – Non-Employee Director Stock Option Agreement Patterson-Uti Energy, Inc. 2014 Long-Term Incentive Plan (April 21st, 2014)

THIS STOCK OPTION AGREEMENT (this Agreement) is effective as of , 20 (the Grant Date), between Patterson-UTI Energy, Inc., a Delaware corporation (the Company), and (the Director).

SunEdison Semiconductor Ltd – Optionee: [NAME] NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITED 2014 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN (March 21st, 2014)

The Board of Directors (together with any designee thereof, the Board) of SunEdison Semiconductor Limited (the Company), has determined that [NAME] (the Optionee) is eligible and deserving of an award under the SunEdison Semiconductor Limited 2014 Non-Employee Director Incentive Plan, as amended from time to time (the Plan), a copy of which is attached hereto as Exhibit B. This Agreement is subject to the terms of the Plan in all respects, and specific reference shall be made to the Plan in determining the Optionees rights and obligations hereunder. If any provisions of this Agreement and the Plan conflict, the provisions of the Plan shall control. Capitalized terms which are used herein and not otherwise defined shall have the meanings set forth in the Plan. This Agreement is an Agreement as such term is defined in the Plan.

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (NON-QUALIFYING STOCK OPTION) AFLAC INCORPORATED Columbus, Georgia 31999 (Hereinafter Called "The Company") (August 6th, 2013)

Pursuant to Section 12 of the 2004 Aflac Incorporated Long-Term Incentive Plan (as Amended and Restated March 14, 2012) (the "Plan"), originally adopted by the Company's Board of Directors on February 10, 2004, and originally approved by the shareholders of the Company on May 3, 2004, <<Name>> (the "Grantee") is hereby granted by action of the Board of Directors an option (the "Option") to purchase <<shares>> shares (the "Option Shares") of common stock of the Company, par value $0.10 per share ("Company Stock"), at the price of <<price>> per share, subject to the terms and conditions of this Stock Option Agreement (this "Agreement") and subject to the terms of the Plan.

Dnb Financial Corp – NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (Non-Qualified Option) THIS AGREEMENT GRANTS a NON-QUALIFIED STOCK OPTION RESALE OF STOCK ISSUED ON EXERCISE OF THIS OPTION WILL BE RESTRICTED (December 16th, 2011)

In view of your substantial contributions toward the achievement of the business goals and objectives of DNB Financial Corporation (the "Corporation") and DNB First, National Association (the "Bank") and the expectation of your future contributions, the Board of Directors of the Corporation is pleased to award you an option to purchase shares of the Common Stock of the Corporation pursuant to the 1995 Stock Option Plan of DNB Financial Corporation (As amended and restated, effective as of April 27, 2004) (the "Plan"). This letter will serve as the stock option agreement between you and the Corporation. The option awarded to you is subject to the following terms.

Apollo Group, Inc. Non-Employee Director Stock Option Agreement (October 20th, 2011)

This Option Agreement is made and entered into by and between APOLLO GROUP, INC., an Arizona corporation (the "Corporation"), and ________________________________, a non-employee member of the Corporation of Board of Directors (the "Director"), as of __________, 20____ (the "Date of Grant").

Non-Employee Director Stock Option Agreement (April 29th, 2011)

Adolor Corporation, a Delaware corporation (the Company), and the Grantee hereby enter into this Stock Option Agreement (the Agreement), effective as of February 22, 2011 (the Grant Date).

German American Bancorp – Non-Employee Director Stock Option Agreement (March 11th, 2011)

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and GERMAN AMERICAN BANCORP (the "Company"), WITNESSETH THAT:

Navistar International Corp. – Navistar International Corporation Non-Employee Director Stock Option Agreement Supplement (December 22nd, 2010)
Herbalife – Herbalife Ltd. 2004 Stock Incentive Plan Non-Employee Director Stock Option Agreement (August 2nd, 2010)

STOCK OPTION AGREEMENT (this Agreement) dated as of (the Grant Date) between HERBALIFE LTD. (formerly known as WH Holdings (Cayman Islands) Ltd.) (the Company), and (the Optionee).

Non-Employee Director Stock Option Agreement (July 1st, 2010)

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT, dated as of (this Agreement), by and between INHIBITEX, INC., a Delaware corporation (the Company), and (the Optionee).

Kohls Corporation Non-Employee Director Stock Option Agreement Number of Shares Option Price Per Share (June 4th, 2010)

The Board of Directors of Kohls Corporation (the Board) has approved granting to the director named above (Director) a nonstatutory option (Option) to purchase shares of Kohls Corporation (Kohls) common stock pursuant to Kohls 2010 Long-Term Compensation Plan (Plan) on the terms and subject to the conditions described below. The Board and the Director agree as follows:

Dnb Financial Corp – NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (Non-Qualified Option) THIS AGREEMENT GRANTS a NON-QUALIFIED STOCK OPTION RESALE OF STOCK ISSUED ON EXERCISE OF THIS OPTION WILL BE RESTRICTED (May 11th, 2010)

In view of your substantial contributions toward the achievement of the business goals and objectives of DNB Financial Corporation (the "Corporation") and DNB First, National Association (the "Bank") and the expectation of your future contributions, the Board of Directors of the Corporation is pleased to award you an option to purchase shares of the Common Stock of the Corporation pursuant to the 1995 Stock Option Plan of DNB Financial Corporation (As amended and restated, effective as of April 27, 2004) (the "Plan"). This letter will serve as the stock option agreement between you and the Corporation. The option awarded to you is subject to the following terms.

Wireless Ronin Technologies, Inc. Non-Employee Director Stock Option Agreement Pursuant to 2006 Non-Employee Director Stock Option Plan (March 26th, 2010)

THIS OPTION AGREEMENT, is entered into by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the "Company"), and ____________, an individual eligible to receive options under the Plan ("Optionee"). Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Company's 2006 Non-Employee Director Stock Option Plan, as amended.

Met-Pro Corporation – Met-Pro Corporation Standard Form for the Non-Employee Director Stock Option Agreement (January 11th, 2010)

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT made as of the 11th day of December, 2009, between MET-PRO CORPORATION, a Pennsylvania corporation (the "Company"), and , a non-employee Director of the Company ("Optionee").

Met-Pro Corporation – Met-Pro Corporation Standard Form for the Non-Employee Director Stock Option Agreement (January 11th, 2010)

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT made as of the 3rd day of December, 2008, between MET-PRO CORPORATION, a Pennsylvania corporation (the "Company"), and , a non-employee Director of the Company ("Optionee").

Sallie Mae – Slm Corporation Directors Equity Plan Non-Employee Director Stock Option Agreement 2009 (November 5th, 2009)

FOR GOOD AND VALUABLE CONSIDERATION, SLM Corporation, (the Corporation) hereby grants to Optionee named below a non-qualified stock options (the Options) to purchase any part or all of the number of shares of the Corporations $0.20 par value common stock (the Common Stock) specified below, at the Exercise Price per share specified below and upon the terms and conditions set forth in this agreement (Agreement) and the SLM Corporation Directors Equity Plan (the Plan), each as may be amended from time to time. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise herein.

Form of Non-Employee Director Stock Option Agreement (October 30th, 2009)

THIS AGREEMENT (the Agreement) is made effective as of [ * ], 2009 (the Grant Date), between Dollar General Corporation, a Tennessee corporation (hereinafter called the Company), and [ ], hereinafter referred to as the Optionee. Capitalized terms not otherwise defined herein shall have the same meanings as in the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates, as amended from time to time (the Plan), the terms of which are hereby incorporated by reference and made a part of this Agreement.

Wright Medical Group, Inc. – Non-Employee Director Stock Option Agreement (August 4th, 2009)

THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this Agreement) is made as of the Effective Date, by and between Wright Medical Group, Inc., a Delaware corporation (the Company), and the Participant.

Wright Medical Group, Inc. – Non-Employee Director Stock Option Agreement (August 4th, 2009)

THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this Agreement) is made as of the Effective Date, by and between Wright Medical Group, Inc., a Delaware corporation (the Company), and the Participant.

Non-Employee Director Stock Option Agreement (July 30th, 2009)

Adolor Corporation, a Delaware corporation (the Company), and the Grantee hereby enter into this Stock Option Agreement (the Agreement), effective as of [DATE] (the Grant Date).

K-Swiss INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT Pursuant to the 2009 STOCK INCENTIVE PLAN (May 22nd, 2009)

This Non-Employee Director Stock Option Agreement (this Agreement) is made and entered into as of the Date of Grant indicated below by and between K-Swiss Inc., a Delaware corporation (the Company), and the person named below as Grantee.

GRACO INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN (2006) NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (Non-Qualified) (July 23rd, 2008)

THIS AGREEMENT, made this ____ day of ______, 200__ by and between Graco Inc., a Minnesota corporation (the "Company") and <<Name>>(the "Nonemployee Director").

Met-Pro Corporation – Met-Pro Corporation Standard Form for the Non-Employee Director Stock Option Agreement (April 11th, 2008)
Interactive Intelligence, Inc. Non-Employee Director Stock Option Agreement Under 2006 Equity Incentive Plan (August 9th, 2007)

This Agreement ("Agreement"), effective as of the ____ day of ______________, 20__ ("Grant Date"), is by and between Interactive Intelligence, Inc. ("Company") and _____________ ("Grantee").

Apollo Group, Inc. Non-Employee Director Stock Option Agreement (June 28th, 2007)

This Option Agreement is made and entered into by and between APOLLO GROUP, INC., an Arizona corporation (the Corporation), and ___, a non-employee member of the Corporation of Board of Directors (the Director), as of ___, 200___ (the Date of Grant).

The WILLIAMS COMPANIES, INC. 2002 INCENTIVE PLAN NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT This Stock Option Agreement (Option Agreement) Contains the Terms of the Director Option (As Defined Below) Granted to You in This Option Agreement. Certain Terms of the Director Option Are Defined in the Plan (As Defined Below). (February 28th, 2007)
Non-Employee Director Stock Option Agreement | | Optionees Copy | | Companys Copy FTI CONSULTING, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN STOCK OPTION AGREEMENT (December 13th, 2006)

This agreement (the Agreement) evidences the grant of the Option, which is subject in all respects to the applicable provisions of the Plan and the FTI Consulting, Inc. 2006 Global Long-Term Incentive Plan, as Amended and Restated Effective October 25, 2006, as further amended from time to time (the LTIP). This Agreement incorporates the Plan and the LTIP by reference and specifies other applicable terms and conditions of your Option. Copies of the Plan, the Supplemental Prospectus for the Plan, as amended from time to time (the Supplemental Prospectus), the LTIP and the Prospectus for the LTIP, as amended from time to time (the LTIP Prospectus), are attached. You may request additional copies of the Plan, the Supplemental Prospectus, the LTIP or the LTIP Prospectus by contacting the Secretary of the Company at FTI Consulting, Inc., 500 East Pratt Street, Suite 1400, Baltimore, Maryland 21202 (Phone: (410) 951-4800). You also may request from the Secretary of the Company copies of the

Wireless Ronin Technologies, Inc. Non-Employee Director Stock Option Agreement Pursuant to 2006 Non-Employee Director Stock Option Plan (October 30th, 2006)

OPTION AGREEMENT, dated as of , by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the Company), and , an individual eligible to receive options under the Plan (Optionee). Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Companys 2006 Non-Employee Director Stock Option Plan.

Non-Employee Director Stock Option Agreement (August 25th, 2006)

STOCK OPTION AGREEMENT, made as of the date set forth on the Notice of Stock Option Grant, attached hereto as Schedule A, by and between DRS Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the DRS Technologies, Inc. 2006 Omnibus Plan (the "Plan") and the director of the Company named on Schedule A hereto (the "Participant"). Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

Form of Non-Employee Director Stock Option Agreement (May 23rd, 2006)

Effective , you have been granted a(n) Non-Qualified Stock Option to buy shares of QUIDEL CORPORATION (the Company) stock at $ per share.

Maytag – Maytag Corporation Non-Employee Director Stock Option Agreement (November 15th, 2005)

Maytag Corporation, a Delaware corporation (the Company), hereby grants, on this day of , (Option Date), to DIRECTORS NAME (the Director), pursuant to the provisions of the Maytag Corporation 2002 Employee and Director Stock Incentive Plan (the Plan), an option to purchase from Maytag (the Option) shares of its common stock, $1.25 per share par value (Shares), at the Option Price of $ per Share but only upon and subject to the terms and conditions set forth below. Capitalized terms used and not defined in this Agreement have the meanings given them in the Plan.

Non-Employee Director Stock Option Agreement (August 11th, 2005)

THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (the Agreement) is made and entered into effective the ___day of , 200___, by and between PETROHAWK ENERGY CORPORATION, a Delaware corporation (the Company), and (Non-Employee Director).

Rockwood Holdings – Form of Non-Employee Director Stock Option Agreement (August 8th, 2005)

THIS AGREEMENT, dated as of the date set forth on the signature page hereof and identified as the Grant Date is made by and between Rockwood Holdings, Inc., a Delaware corporation (hereinafter referred to as the Company), and the individual whose name is set forth on the signature page hereof, a member of the Board who is not an employee of the Company, hereinafter referred to as the Optionee. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan (as defined below).