Nonstatutory Stock Option Award Agreement Sample Contracts

Fti Consulting Inc – FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan Nonstatutory Stock Option Award Agreement (July 27th, 2017)

This Nonstatutory Stock Option Award Agreement (the “Agreement”) and the Award of the Option are made in consideration of your employment with the Company (as hereafter defined) and are subject to any applicable terms of the written employment or Service arrangements, as amended from time to time, to which you are subject (“Employment Agreement”), as applicable, between or among, you, the Company and/or an Affiliate of the Company (the “Employer”). This Agreement incorporates the Plan and any terms and conditions relating to the Option or the Award contained in the Employment Agreement (if applicable) by reference, and specifies other applicable terms and conditions of your Award. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Compensation Committee (the “Committee”) of the Board of Directors of the Company concerning any questions arising under this Agreement or the Plan with respect to the Award.

Vaalco Energy Inc /De/ – VAALCO ENERGY, INC. STANDALONE NONSTATUTORY STOCK OPTION AWARD AGREEMENT (May 8th, 2017)

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into by and between VAALCO Energy, Inc., a Delaware corporation (the “Company”) and Philip F. Patman, Jr. an individual (“Optionee”), on the 17th day of April, 2017 (the “Grant Date”).

Amkor Technology, Inc. – AMKOR TECHNOLOGY, INC. SECOND AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN OUTSIDE DIRECTOR NONSTATUTORY STOCK OPTION AWARD AGREEMENT (May 5th, 2017)

Unless otherwise defined herein, the terms defined in the Amkor Technology, Inc. Second Amended and Restated 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

Capital One Financial Corp – CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (February 23rd, 2017)

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated February 2, 2017 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein.

Accretive Health, Inc. – Accretive Health, Inc. Nonstatutory Stock Option Award Agreement (November 2nd, 2016)

This Nonstatutory Stock Option Award is granted to the Participant pursuant to the Accretive Health, Inc. Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The Plan is attached as [Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-34746) filed by the Company on August 20, 2015].

Fti Consulting Inc – FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan Nonstatutory Stock Option Award Agreement (February 25th, 2016)

This Nonstatutory Stock Option Award Agreement (the “Agreement”) and the Award of the Option are made in consideration of your employment with the Company (as hereafter defined) and are subject to any applicable terms of the written employment or Service arrangements, as amended from time to time, to which you are subject (“Employment Agreement”), as applicable, between or among, you, the Company and/or an Affiliate of the Company (the “Employer”). This Agreement incorporates the Plan and any terms and conditions relating to the Option or the Award contained in the Employment Agreement (if applicable) by reference, and specifies other applicable terms and conditions of your Award. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Compensation Committee (the “Committee”) of the Board of Directors of the Company concerning any questions arising under this Agreement or the Plan with respect to the Award.

Capital One Financial Corp – CAPITAL ONE FINANCIAL CORPORATION 2004 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT (February 25th, 2016)

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated February 4, 2016 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein.

Avaya Holdings Corp. – AVAYA HOLDINGS CORP. SECOND AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS’ AGREEMENT. AVAYA HOLDINGS CORP. STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. (December 22nd, 2015)

This agreement (the “Agreement”) evidences a stock option granted by Avaya Holdings Corp. (the “Company”), to the undersigned (the “Award Recipient”), pursuant to, and subject to the terms of, the Second Amended and Restated 2007 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.

Lam Research Corp – LAM RESEARCH CORPORATION 2015 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (International Participants) (November 5th, 2015)

Pursuant to the terms of the 2015 Stock Incentive Plan (the “Plan”) Lam Research Corporation, a Delaware corporation (the “Company”), hereby grants Options to the Grantee (the “Optionee”) on the terms and conditions as set forth in this Nonstatutory Stock Option Award Agreement (including the attached Exhibit A) (the “Agreement”) and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan. The Options are granted on the Grant Date. This Agreement is effective as of the Grant Date.

Lam Research Corp – LAM RESEARCH CORPORATION 2015 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (November 5th, 2015)

Pursuant to the terms of the 2015 Stock Incentive Plan (the “Plan”) Lam Research Corporation, a Delaware corporation (the “Company”), hereby grants Options to the Grantee (the “Optionee”) on the terms and conditions as set forth in this Nonstatutory Stock Option Award Agreement (including the attached Exhibit A) (the “Agreement”) and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan. The Options are granted on the Grant Date. This Agreement is effective as of the Grant Date.

Foot Locker Inc – FOOT LOCKER 2007 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT (September 9th, 2015)

The Compensation and Management Resources Committee of the Board of Directors of Foot Locker, Inc. (the "Company"), a New York corporation, granted you a Nonstatutory Stock Option (the "Option") on August 10, 2015 under the Foot Locker 2007 Stock Incentive Plan (the "Plan"), to purchase shares of the Company’s common stock, as set forth below. Except as otherwise provided in the Plan or in this Agreement, the Option will become exercisable in annual installments over a three-year vesting period according to the vesting schedule specified below:

Capital One Financial Corp – CAPITAL ONE FINANCIAL CORPORATION 2004 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT (February 24th, 2015)

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated January 29, 2015 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein.

Accretive Health, Inc. – Accretive Health, Inc. Nonstatutory Stock Option Award Agreement (December 30th, 2014)

This Nonstatutory Stock Option Award is granted to the Participant on a stand-alone basis, outside the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”), as a material inducement for the Participant to accept the position of Chief Executive Officer of the Company and enter into the Offer Letter Agreement with the Company dated July 10, 2014 (the “Offer Letter Agreement”). Notwithstanding the foregoing, it is intended that all of the terms and conditions of the Plan that would otherwise have been applicable to this Nonstatutory Stock Option Award had this Nonstatutory Stock Option Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Nonstatutory Stock Option Award, and accordingly, references to the Plan are made herein for such purpose and those terms are incorporated herein by reference. The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities

Accretive Health, Inc. – Accretive Health, Inc. Nonstatutory Stock Option Award Agreement (December 30th, 2014)

This Nonstatutory Stock Option Award is granted to the Participant under the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”). The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 26, 2010. The grant hereunder is expressly conditioned upon the approval of a sufficient share reserve increase under the Plan to cover the award hereunder by the Company’s stockholders on or prior to December 31, 2014. In the event that such stockholder approval is not obtained for any reason, the award hereunder shall be null and void in all respects and shall not have any legal force or effect whatsoever.

Accretive Health, Inc. – Accretive Health, Inc. Nonstatutory Stock Option Award Agreement (December 30th, 2014)

This Nonstatutory Stock Option Award is granted to the Participant on a stand-alone basis, outside the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”), as a material inducement for the Participant to accept the position of Chief Financial Officer of the Company and enter into the Offer Letter Agreement with the Company dated August 6, 2014 (the “Offer Letter Agreement”). Notwithstanding the foregoing, it is intended that all of the terms and conditions of the Plan that would otherwise have been applicable to this Nonstatutory Stock Option Award had this Nonstatutory Stock Option Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Nonstatutory Stock Option Award, and accordingly, references to the Plan are made herein for such purpose and those terms are incorporated herein by reference. The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities

Accretive Health, Inc. – Accretive Health, Inc. Nonstatutory Stock Option Award Agreement (December 30th, 2014)

This Nonstatutory Stock Option Award is granted to the Participant on a stand-alone basis, outside the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”), as a material inducement for the Participant to accept the position of Chief Operating Officer of the Company and enter into the Offer Letter Agreement with the Company dated April 27, 2013 (the “Offer Letter Agreement”). Notwithstanding the foregoing, it is intended that all of the terms and conditions of the Plan that would otherwise have been applicable to this Nonstatutory Stock Option Award had this Nonstatutory Stock Option Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Nonstatutory Stock Option Award, and accordingly, references to the Plan are made herein for such purpose and those terms are incorporated herein by reference. The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities

Avaya Inc – AVAYA HOLDINGS CORP. SECOND AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT STOCKHOLDERS’ AGREEMENT. (November 26th, 2014)

This agreement (the “Agreement”) evidences a stock option granted by Avaya Holdings Corp. (the “Company”), to the undersigned (the “Award Recipient”), pursuant to, and subject to the terms of, the Second Amended and Restated 2007 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.

Fti Consulting Inc – FTI CONSULTING, INC. 2014 EMPLOYMENT INDUCEMENT AWARD NONSTATUTORY STOCK OPTION AWARD AGREEMENT (August 22nd, 2014)

This inducement award agreement (the “Agreement”) evidences the grant of the Option, pursuant to the Inducement Award authorized by the Compensation Committee of the Board of Directors of the Company under Rule 303.08 of the New York Stock Exchange, granted to you outside of the FTI Consulting, Inc. 2009 Omnibus Incentive Compensation Plan, as amended and restated as of June 2, 2010, as further amended from time to time (the “2009 Plan”), as a material inducement for you to accept employment with the Company and enter into the Offer of Employment Letter with the Company dated                  , 20         (the “Offer Letter”). This Agreement and the Inducement Award of the Option for the Option Shares are made in consideration of your employment with the Company or Employer (as hereafter defined) and are subject to any applicable terms of the written Offer Letter, or successor agreement, each as amended or restated from time to time (“Employment Agreement”), if applicable, between you

Foot Locker Inc – FOOT LOCKER 2007 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT (April 1st, 2014)

The Compensation and Management Resources Committee of the Board of Directors of Foot Locker, Inc. (the “Company”), a New York corporation, granted you a Nonstatutory Stock Option (the “Option”) on ___________ under the Foot Locker 2007 Stock Incentive Plan (the “Plan”), to purchase shares of the Company’s common stock, as set forth below. Except as otherwise provided in the Plan, the Option will become exercisable in annual installments over a three-year vesting period according to the vesting schedule specified below:

Capital One Financial Corp – CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (February 27th, 2014)

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated January 30, 2014 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein.

Lam Research Corp – LAM RESEARCH CORPORATION (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended) Nonstatutory Stock Option Award Agreement (International Participants) (February 6th, 2014)

Pursuant to the terms of the 2011 Stock Incentive Plan (As Amended) (the “Plan”) Lam Research Corporation, a Delaware corporation (the “Company”), hereby grants Options to the Optionee on the terms and conditions as set forth in this Nonstatutory Stock Option Award Agreement (including the attached Exhibit A) (the “Agreement”) and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan. The Options are granted on the Grant Date. This Agreement is effective as of the Grant Date.

Lam Research Corp – LAM RESEARCH CORPORATION (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended) Nonstatutory Stock Option Award Agreement (February 6th, 2014)

Pursuant to the terms of the 2011 Stock Incentive Plan (As Amended) (the “Plan”) Lam Research Corporation, a Delaware corporation (the “Company”), hereby grants Options to the Optionee on the terms and conditions as set forth in this Nonstatutory Stock Option Award Agreement (including the attached Exhibit A) (the “Agreement”) and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan. The Options are granted on the Grant Date. This Agreement is effective as of the Grant Date.

Lam Research Corp – LAM RESEARCH CORPORATION 2007 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (February 6th, 2014)

Pursuant to the terms of the 2007 Stock Incentive Plan (the “Plan”) Lam Research Corporation, a Delaware corporation (the “Company”), hereby grants Options to the Optionee on the terms and conditions as set forth in this Nonstatutory Stock Option Award Agreement (including the attached Exhibit A) (the “Agreement”) and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan. The Options are granted on the Grant Date. This Agreement is effective as of the Grant Date.

Lam Research Corp – LAM RESEARCH CORPORATION 2007 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (International Participants) (February 6th, 2014)

Pursuant to the terms of the 2007 Stock Incentive Plan (the “Plan”) Lam Research Corporation, a Delaware corporation (the “Company”), hereby grants Options to the Optionee on the terms and conditions as set forth in this Nonstatutory Stock Option Award Agreement (including the attached Exhibit A) (the “Agreement”) and the Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan. The Options are granted on the Grant Date. This Agreement is effective as of the Grant Date.

Sonus Networks Inc – Sonus Networks, Inc. 2008 Stock Incentive Plan Form of Nonstatutory Stock Option Award Agreement (March 6th, 2013)

This NONSTATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) evidences the grant by Sonus Networks, Inc., a Delaware corporation (the “Company”) to ___ (the “Participant” or “you”) on the ___ day of ___, 20___ (the “Grant Date”).

Capital One Financial Corp – CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (February 28th, 2013)

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated January 31, 2013 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein.

Interpublic Group of Companies, Inc. – THE INTERPUBLIC GROUP OF COMPANIES 2009 PERFORMANCE INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT (February 22nd, 2013)

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the "Company"), hereby grants an Option to purchase shares of the Company's common stock (the "Shares") to the Participant named below. The terms and conditions of the Option are set forth in this Award Agreement (the "Agreement") and The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the "Plan"), which is attached hereto as Exhibit A.

Pacer International Inc – NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2012 OMNIBUS INCENTIVE PLAN (April 27th, 2012)

This NON-STATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as of the      day of             , 201    , by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and                                           (the “Grantee”).

Capital One Financial Corp – CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (February 29th, 2012)

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated January 31, 2012 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein.

Pacer International Inc – NONSTATUTORY STOCK OPTION AWARD AGREEMENT PURSUANT TO THE PACER INTERNATIONAL, INC. 2006 LONG-TERM INCENTIVE PLAN (February 10th, 2012)

This NON-STATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into as of the             day of         , 20            , by and between Pacer International, Inc. (the “Company”), a Tennessee corporation, and                     (the “Grantee”).

Sonus Networks Inc – Sonus Networks, Inc. 2007 Stock Incentive Plan, as Amended Nonstatutory Stock Option Award Agreement (August 2nd, 2011)

This NONSTATUTORY STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made effective as of the        day of                 , 20        (the “Grant Date”), between Sonus Networks, Inc., a Delaware corporation (the “Company”), and                                        (the “Participant” or “you”).

Morningstar, Inc. – DIRECTOR NONSTATUTORY STOCK OPTION AWARD AGREEMENT UNDER THE (August 2nd, 2011)

This DIRECTOR NONSTATUTORY STOCK OPTION AWARD AGREEMENT ("Agreement") is made effective [•] (the "Grant Date"), and is between Morningstar, Inc., an Illinois corporation (the "Company"), and «Director» (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Morningstar, Inc. 2004 Stock Incentive Plan, as amended (the "Plan").

Morningstar, Inc. – NONSTATUTORY STOCK OPTION AWARD AGREEMENT UNDER THE (August 2nd, 2011)

This NONSTATUTORY STOCK OPTION AWARD AGREEMENT ("Agreement") is made effective [•] (the "Grant Date"), and is between Morningstar, Inc., an Illinois corporation (the "Company"), and «Employee» (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Morningstar, Inc. 2004 Stock Incentive Plan, as amended (the "Plan").

Capital One Financial Corp – CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Nonstatutory Stock Option Award Agreement (March 1st, 2011)

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated January 26, 2011 (the “Date of Grant”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the "Company"), and ___________________ ("Optionee" or “you”), is made pursuant and subject to the provisions of the Company's 2004 Stock Incentive Plan, as amended and restated (the "Plan"), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless they are otherwise defined herein.

Interpublic Group of Companies, Inc. – THE INTERPUBLIC GROUP OF COMPANIES 2009 PERFORMANCE INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT (February 25th, 2011)

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of the Company’s common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Award Agreement (the “Agreement”) and The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.