Stock Option Agreement Sample Contracts

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), dated as of [Date] (the “Grant Date”), between FGL Holdings (the “Company”), and [Name] (the “Grantee”), is being entered into pursuant to the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”).

Puma Biotechnology, Inc. – STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT (March 1st, 2019)

Puma Biotechnology, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Employment Inducement Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Shares”), set forth below (the “Option”).  This Option is subject to all of the terms and conditions set forth herein and in the Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Chris Blunt (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Chris Blunt (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Jonathan Bayer (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Jonathan Bayer (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.

Select Energy Services, Inc. – SELECT ENERGY SERVICES, INC. 2016 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (March 1st, 2019)

This STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Select Energy Services, Inc., a Delaware corporation (the “Company”), and the Participant, pursuant to which the Company grants the Participant an option (the “Option”) to purchase from the Company, for the Exercise Price Per Share, up to the number of Shares set forth above pursuant to the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meaning given to them in the Plan. The Option is not intended to be subject to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

FGL Holdings – NON-STATUTORY STOCK OPTION AGREEMENT (March 1st, 2019)

This Non-Statutory Stock Option Agreement (the “Agreement”), dated as of [Date] (the “Grant Date”), between FGL Holdings (the “Company”), and [Name] (the “Grantee”), is being entered into pursuant to the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”).

Nektar Therapeutics – Nektar Therapeutics 2017 Performance Incentive Plan Stock Option Agreement (US Optionholders) (March 1st, 2019)

Pursuant to the Stock Option Grant Notice, which may be in such form (including electronic form) as prescribed by the Administrator from time to time (“Option Notice”), and this Stock Option Agreement, Nektar Therapeutics (the “Company”) has granted to you, as of the date of grant specified in the Option Notice (the “Date  of Grant”), an option under its 2017 Performance Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in the Option Notice at the exercise price indicated in the Option Notice.  Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

STAMPS.COM Inc – FORM OF INDUCEMENT STOCK OPTION AGREEMENT (March 1st, 2019)

As an inducement for you to accept employment with Stamps.com Inc., a Delaware corporation (the “Company”), you have been granted an option (the “Option”) to purchase shares of Common Stock of the Company on the terms and conditions set forth in this Agreement. The Option is not granted under any equity plan maintained by the Company.

Radius Health, Inc. – RADIUS HEALTH, INC. EMPLOYMENT INDUCEMENT STOCK OPTION AGREEMENT (February 28th, 2019)

THIS STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of the Grant Date set forth below (the “Grant Date”) between Radius Health, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).

Nielsen Holdings Plc – PERFORMANCE STOCK OPTION AGREEMENT (February 28th, 2019)

THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule A”, such date, the “Grant Date”) by and between Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (hereinafter referred to as the “Company”), and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in this Agreement shall have the meaning set forth in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Plan”).

Voyager Therapeutics, Inc. – VOYAGER THERAPEUTICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT INDUCEMENT GRANT PURSUANT TO NASDAQ STOCK MARKET RULE 5635(C)(4) (February 26th, 2019)

This agreement (the “Agreement”) evidences the grant by Voyager Therapeutics, Inc. (the “Company”) to the Optionee named above, an employee of the Company, of an option (the “Stock Option”) to purchase, on the terms provided herein, all or part of the number of shares of common stock, par value $0.001 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above. Except as otherwise indicated by the context, the term “Optionee”, as used herein, shall be deemed to include any person who acquires the right to exercise the Stock Option validly under its terms.

Brighthouse Financial, Inc. – Non-Qualified Stock Option Agreement (Ratable Exercisability in Thirds) (February 26th, 2019)

Brighthouse Financial, Inc. (the “Company”) confirms that, on [DATE] (the “Grant Date”) it granted you, [NAME], [NUMBER] Stock Options (your “Stock Options”). Your Stock Options are subject to the terms and conditions of the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “Plan”) and this Non-Qualified Stock Option Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”). Please note that the Supplement includes terms for forfeiture of your Stock Options under some circumstances.

Realogy Group Llc – REALOGY HOLDINGS CORP. 2018 LONG-TERM INCENTIVE PLAN STOCK OPTION NOTICE OF GRANT & STOCK OPTION AGREEMENT (February 26th, 2019)

Realogy Holdings Corp. (the "Company"), pursuant to its 2018 Long-Term Incentive Plan (the "Plan"), hereby grants to the individual listed below (the "Optionee"), a Nonqualified Stock Option to purchase the number of Shares, set forth below (the "Option"). This Option is subject to all of the terms and conditions set forth herein and in the option agreement attached hereto as Exhibit A (the "Agreement") and the Plan, which are incorporated herein by reference. In addition, as a condition to receiving this Option, the Optionee understands and agrees to continue to be bound by and comply with the restrictive covenants and other provisions set forth [in the Optionee's Executive Restrictive Covenant Agreement with the Company]/[in Sections 9 and 10 of the Optionee's Executive Severance Agreement with the Company]/[in the Restrictive Covenant Agreement attached hereto as Exhibit B] (the "Restrictive Covenants Agreement"), a copy of which the Optionee acknowledges receipt. The Optionee un

Keycorp /New/ – FORM OF STOCK OPTION AGREEMENT granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN (February 25th, 2019)

This Stock Option Agreement (this “Option” or this “Agreement”) is hereby made subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”), which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to the holder of this Option (the “Participant”), and the Participant hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee will be final, binding and conclusive upon the Participant and the Participant's beneficiaries, heirs, legal representatives, successors and permitted assigns. Unless the context clearly indicates otherwise, capitalized terms used herein but not defined will have the meaning given such terms in the Plan. The term “Stock” shall refer to the common stock, $0

Domtar CORP – STOCK OPTION AGREEMENT FOR AWARDS GRANTED IN 2018 (February 22nd, 2019)

STOCK OPTION AGREEMENT (the “Agreement”), dated as of the Grant Date set forth in the Notice of Grant (as defined below), between Domtar Corporation, a Delaware corporation (the “Company”), and the Participant whose name appears in the Notice of Grant (the “Participant”), pursuant to the Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).  Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

Affiliated Managers Group, Inc. – STOCK OPTION AGREEMENT PURSUANT TO AFFILIATED MANAGERS GROUP, INC. STOCK OPTION AND INCENTIVE PLAN (February 22nd, 2019)

Pursuant to the Affiliated Managers Group, Inc. stock option and incentive plan referred to on Exhibit A hereto (the “Plan”), and subject to the terms of this agreement (the “Agreement”), Affiliated Managers Group, Inc. (the “Company”) hereby grants to the optionee named on Exhibit A (the “Optionee”) an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified on Exhibit A all or part of the number of shares of common stock, par value $0.01 per share, of the Company (such stock, the “Stock,” and such shares, the “Option Shares”) specified on Exhibit A at the Option Exercise Price per Share specified on Exhibit A, to be issued and distributed to the Optionee according to the terms set forth herein and in the Plan, and the vesting schedule and performance requirements (if any) set forth herein. This Stock Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the

Superior Energy Services Inc – STOCK OPTION AGREEMENT (February 21st, 2019)

WHEREAS Optionee is a key employee of Superior or one of its subsidiaries (collectively, the “Company”) and Superior considers it desirable and in its best interest that Optionee be given an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by possessing an option to purchase shares of the common stock of Superior, $.001 par value per share (the “Common Stock”), in accordance with the 2016 Incentive Award Plan (the “Plan”).

VEREIT Operating Partnership, L.P. – NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE VEREIT, INC. EQUITY PLAN (February 21st, 2019)

Pursuant to the VEREIT, Inc. Equity Plan (approved by the Board on September 6, 2011) (as such plan may be amended from time to time, the “Plan”), VEREIT, Inc. (the “Company”) hereby grants to the Optionee named above an option (this “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan (the “Option Shares”). This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

Danaher Corp /De/ – 2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED STOCK OPTION AGREEMENT (Non-Employee Directors) (February 21st, 2019)

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Omnibus Incentive Plan, As Amended and Restated (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).

Danaher Corp /De/ – 2007 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED STOCK OPTION AGREEMENT (February 21st, 2019)

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Omnibus Incentive Plan, As Amended and Restated (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).

Tractor Supply Co /De/ – NON-QUALIFIED STOCK OPTION AGREEMENT (February 21st, 2019)

This STOCK OPTION AGREEMENT is between TRACTOR SUPPLY COMPANY, a Delaware corporation (the "Company"), and the above-referenced Participant (the "Optionee").

Colfax CORP – COLFAX CORPORATION 2016 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT Colfax Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet to the Non-Qualified Stock Option Agreement, in the attached Non-Qualified Stock Option Agreement (together with the cover sheet, the “Agreement”), and in the Company’s 2016 Omnibus Incentive Plan (the “Plan”). (February 21st, 2019)

This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

Total System Services Inc – Amendment to Nonemployee Director Fully Vested Stock Option Agreement (February 21st, 2019)

This Amendment to Nonemployee Director Fully Vested Stock Option Agreement (“Amendment”) is made effective as of December 13, 2018 by and between Total System Services, Inc. (“TSYS”) and Nonemployee Director.

Colfax CORP – COLFAX CORPORATION 2016 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT Colfax Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet to the Non-Qualified Stock Option Agreement, in the attached Non-Qualified Stock Option Agreement (together with the cover sheet, the “Agreement”), and in the Company’s 2016 Omnibus Incentive Plan (the “Plan”). Grant Date: (February 21st, 2019)

This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

VEREIT Operating Partnership, L.P. – NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE VEREIT, INC. EQUITY PLAN (February 21st, 2019)

Pursuant to the VEREIT, Inc. Equity Plan (approved by the Board on September 6, 2011) (as such plan may be amended from time to time, the “Plan”), VEREIT, Inc. (the “Company”) hereby grants to the Optionee named above an option (this “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan (the “Option Shares”). This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

Analog Devices Inc – AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN GLOBAL NON-QUALIFIED STOCK OPTION AGREEMENT Private & Confidential (Addressee Only) (February 20th, 2019)

We are pleased to advise the Optionee (the “Optionee”) that Analog Devices, Inc., a Massachusetts corporation (the “Company”), has granted to the Optionee an option to purchase that number of shares of Common Stock set forth below (the “Option”) subject to the terms and conditions of the Analog Devices, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”), and this Global Non-Qualified Stock Option Agreement, including Appendix A, which includes any applicable country-specific provisions. This Global Non-Qualified Stock Option Agreement, together with Appendix A, is referred to as the “Agreement.” The grant of this Option reflects the Company’s confidence in the Optionee’s commitment and contributions to the success and continued growth of the Company.

Nu Skin Enterprises Inc – SECOND AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK OPTION AGREEMENT (February 14th, 2019)

This Performance Stock Option Agreement, Participant’s award information (the “Award Summary”), which can be accessed on the Morgan Stanley stock plan website (currently www.stockplanconnect.com) or the website of any other stock plan administrator selected by the Company in the future, and the Appendix for Participant’s country contained in this agreement, if any, (collectively, this “Agreement”) set forth the terms and conditions of the Performance Stock Options granted to Participant under the Second Amended and Restated Nu Skin Enterprises, Inc. 2010 Omnibus Incentive Plan (the “Plan”).  In the event of a conflict between (i) the terms and conditions of the Plan; and (ii) the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.  Unless otherwise defined herein, the capitalized terms in this Agreement shall have the same defined meaning assigned to them in the Plan.

Flux Power Holdings, Inc. – FLUX POWER HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (February 13th, 2019)

Pursuant to the terms and conditions of the Flux Power Holdings, Inc. 2014 Equity Incentive Plan (the “Plan”) and this Non-Qualified Stock Option Agreement, together with the attached Terms and Conditions, which are incorporated herein by reference (the “Agreement”), you have been granted an Non-Qualified Stock Option to purchase shares of common stock (this “Option”) as outlined below.

BJ's Wholesale Club Holdings, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC. (February 11th, 2019)

THIS AGREEMENT (the “Agreement”) is entered into as of [                    ] (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and [                    ], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).

BJ's Wholesale Club Holdings, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC. (February 11th, 2019)

THIS AGREEMENT (the “Agreement”) is effective as of September 8, 2015 (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and Christopher J. Baldwin, an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).

Farmer Brothers Co – FARMER BROS. CO. FORM OF 2007 OMNIBUS PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT (February 11th, 2019)

Farmer Bros. Co., a Delaware corporation (the “Company”), pursuant to its 2007 Omnibus Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

BJ's Wholesale Club Holdings, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC. (February 11th, 2019)

THIS AGREEMENT (the “Agreement”) is entered into as of [                    ] (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and [                    ], a director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).

BJ's Wholesale Club Holdings, Inc. – BJ’s WHOLESALE CLUB HOLDINGS, INC. 2018 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT (February 11th, 2019)

BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.