Common use of Stock Option Grants Clause in Contracts

Stock Option Grants. Subject to this Section 3.4, on the Effective Date the Company will grant to the Executive a nonqualified stock option (the “Option”) to purchase 250,000 shares of the Company’s common stock, no par value (the “Common Stock”). The exercise price per share of the Option will be equal to the fair market value of a share of the Common Stock on the Effective Date. The Board (or Compensation Committee thereof) will determine such fair market value in its reasonable, good faith discretion (it being intended that, if the Common Stock is then not publicly traded other than on the over-the-counter market, such fair market value shall be based on the last sales price for a share of Common Stock as quoted on the Pink Sheets unless such methodology does not, in the Board’s reasonable, good faith discretion, produce an accurate fair market value in the circumstances). The Option will vest in substantially equal annual installments (equal installments except that the installments will be rounded to produce vesting installments of whole share increments) over the three-year period following the Effective Date. Except as otherwise provided herein or in the Option Agreement referenced below, in each case, the vesting of each installment of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. The maximum term of the Option will be ten (10) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Option shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Option (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. Executive shall also be eligible to participate in and receive additional grants commensurate with his position and level in any stock option plan and restricted stock plan or other equity-based or equity related compensation plan, programs or agreements of the Company made available generally to its senior executives; provided that the amount, timing, and other terms of any future grant shall be determined by the Board (or the Compensation Committee thereof) in its sole discretion.

Stock Option Grants. Subject to this Section 3.43.3, on the Effective Date the Company will grant to the Executive a nonqualified stock option (the “Option”) to purchase 250,000 450,000 shares of the Company’s common stock, no par value (the “Common Stock”). The exercise price per share of the Option will be equal to the fair market value of a share of the Common Stock on the Effective Date. The Board (or Compensation Committee thereof) will determine such fair market value in its reasonable, good faith discretion (it being intended that, if the Common Stock is then not publicly traded other than on the over-the-counter market, such fair market value shall be based on the last sales price for a share of Common Stock as quoted on the Pink Sheets unless such methodology does not, in the Board’s reasonable, good faith discretion, produce an accurate fair market value in the circumstances). The Option will vest in substantially equal annual installments (equal installments except that the installments will be rounded to produce vesting installments of whole share increments) over the three-year period following the Effective Date. Except as otherwise provided herein or in the Option Agreement referenced below, in each case, the vesting of each installment of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. The maximum term of the Option will be ten (10) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Option shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Option (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. Executive shall also be eligible to participate in and receive additional grants commensurate with his her position and level in any stock option plan and restricted stock plan or other equity-based or equity related compensation plan, programs or agreements of the Company made available generally to its senior executives; provided that the amount, timing, and other terms of any future grant shall be determined by the Board (or the Compensation Committee thereof) in its sole discretion.

Stock Option Grants. Subject to this Section 3.4, on On the Effective Date Date, the Company will shall grant to the Executive a nonqualified stock option to purchase 1,500,000 shares (the “"Initial Option”") to purchase 250,000 shares of the Company’s 's common stock, no par value $.001 per share (the “"Common Stock”"). The Initial Option shall be granted under and be subject to the terms of the Company's 2000 Stock Option Plan, as amended (the "2000 Plan"). The Initial Option shall be an incentive stock option to the maximum extent allowable under applicable law. The exercise price per share of for the Initial Option will shall be equal to the fair market value of a share of the Common Stock on the Effective Date. The Board (Initial Option shall vest as follows: 25% of the shares shall vest and be exercisable on the one year anniversary date of this Agreement and the remaining shares shall vest monthly in equal increments over the next 36 months. In addition, subject to stockholder approval at the annual meeting of the Company's stockholders anticipated to be held in May 2005 of an increase in the authorized number of shares reserved under the 2000 Plan or stockholder approval at such meeting for implementation of a restricted stock plan, the Compensation Committee thereofshall at its sole discretion either: (a) will determine such grant Executive an option to purchase an additional 1,500,000 shares of Common Stock at an exercise price equal to the fair market value in its reasonable, good faith discretion (it being intended that, if of the Common Stock is then not publicly traded other than on the over-the-counter marketdate the Company obtains such stockholder approval of the share reserve under the 2000 Plan; or (b) issue to Executive a number of shares of restricted Common Stock equal to the value of the option grant in subclause (a). If the Board elects to issue restricted stock to Executive, such fair market value the minimum number of shares to be issued to Executive shall be based 750,000. This additional compensatory equity grant, whether a stock option or restricted stock grant, shall vest over a four year period, 25% vesting on the last sales price for a share one year anniversary of Common Stock as quoted on the Pink Sheets unless such methodology does not, Effective Date and the remainder vesting monthly over three years. Solely in the Board’s reasonable, good faith discretion, produce event the stockholders do not approve either an accurate fair market value increase in the circumstances). The Option will vest in substantially equal annual installments (equal installments except that share reserve under the installments will be rounded to produce vesting installments 2000 Plan or implementation of whole share increments) over the three-year period following the Effective Date. Except as otherwise provided herein or in the Option Agreement referenced below, in each case, the vesting of each installment of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. The maximum term of the Option will be ten (10) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Option shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Option (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. Executive shall also be eligible to participate in and receive additional grants commensurate with his position and level in any stock option plan and restricted stock plan or other equity-based or equity related compensation plan, programs or agreements of the Company made available generally to its senior executives; provided that the amount, timing, and other terms of any future grant shall be determined by the Board (or then the Compensation Committee thereof) shall cause to be issued on January 1, 2006, a stock option to purchase 1,500,000 shares of the Company's common stock at an exercise price equal to the closing price for the Common Stock on the immediately preceding trading date and vesting 25% as of January 1, 2006, the remainder vesting monthly over three years. This option grant, or the option or restricted stock grant set out in its sole discretionthe preceding paragraph, is referred to as the "Subsequent Grant."

Stock Option Grants. Subject to this Section 3.4, on the Effective Date the Company will grant to the Executive a nonqualified stock an option (the “Option”) to purchase 250,000 560,000 shares of the Company’s common stock, no par value (the “Common Stock”), effective on the first date following the Effective Date on which the Company’s normal option grant policy would result in grants being effective. The exercise price per share of for the Option will be equal to the fair market value of a share of the Common Stock on the Effective Datedate the Option is granted. The Board Option will be intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (or Compensation Committee thereof) will determine such fair market value in its reasonablethe “Code”), good faith discretion (it being intended that, if to the Common Stock is then not publicly traded other than on maximum extent possible within the over-the-counter market, such fair market value shall be based on limitations of the last sales price for a share of Common Stock as quoted on the Pink Sheets unless such methodology does not, in the Board’s reasonable, good faith discretion, produce an accurate fair market value in the circumstances)Code. The Option will vest in substantially equal annual installments (equal installments except that as follows: 25% of the installments will be rounded shares subject to produce vesting installments the Option shall vest upon Executive’s completion of whole share increments) over one year of active and continuous service to the three-year period Company following the Effective Date. Except as otherwise provided herein or , and 1/48 of the shares subject to the Option shall vest in 36 equal monthly installments upon completion of each month of active and continuous service thereafter such that Executive shall be fully vested in the Option Agreement referenced below, in each case, after four years of continuous service from the Effective Date. The vesting of each installment of the Option is subject to will occur only if such vesting date occurs during the Executive’s continued employment by the Company through the respective vesting date. The maximum term of the Option will be ten seven (107) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Option shall be granted under the Company’s 2006 Equity Incentive Plan (the “Plan”), a copy of which has been provided to the Executive, and shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Option (the “Option Agreement”). The Option Agreement shall provide that Executive shall vest in 100% of the then unvested shares subject to the Option in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within 12 months following a Change of Control. The Option Agreement shall be in substantially the form attached hereto as Exhibit C. Executive shall also may be eligible used by the Company to participate in and receive additional grants commensurate with his position and level in any evidence stock option plan and restricted stock plan or grants for other equity-based or equity related compensation plan, programs or agreements senior executives made under the Plan at the time of the Company made available generally to its senior executives; provided that the amount, timing, and other terms of any future grant shall be determined by the Board (or the Compensation Committee thereof) in its sole discretiongrant.

Stock Option Grants. Subject to this Section 3.4, on Promptly after the Effective Date Date, and subject to the approval of the Board or the Compensation Committee, the Executive shall be granted a stock option to purchase 90,000 shares of Common Stock of the Company will grant to the Executive a nonqualified stock option (the “OptionInitial Option Grant”) to purchase 250,000 shares of the Company’s common stock, no par value (the “Common Stock”). The with an exercise price per share of the Option will be equal to the then fair market value of a share the Common Stock. Such Initial Option Grant shall be deemed to be an “incentive stock option” within the meaning of Section 422 of the Common Code to the maximum extent permitted by law, and shall be governed by, and subject to the terms and conditions of, the Company’s 2017 Stock on Option and Incentive Plan (the “Plan”) and an incentive stock option agreement between the Company and the Executive. The incentive stock option agreement shall provide for a four (4) year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares (22,500 shares) upon completion of one year of service measured from the Effective Date. The Board (or Compensation Committee thereof) will determine such fair market value Date and with respect to the remaining shares in its reasonable, good faith discretion (it being intended that, if 36 equal successive monthly installments upon the Common Stock is then not publicly traded other than on the over-the-counter market, such fair market value shall be based on the last sales price for a share Executive’s completion of Common Stock as quoted on the Pink Sheets unless such methodology does not, in the Board’s reasonable, good faith discretion, produce an accurate fair market value in the circumstances). The Option will vest in substantially equal annual installments (equal installments except that the installments will be rounded to produce vesting installments each month of whole share increments) service over the three-year period following measured from the Effective Date. Except as otherwise provided herein or in the Option Agreement referenced belowinitial vesting date, in each case, the vesting of each installment of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. The maximum term of the Option will be ten (10) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company. Notwithstanding the foregoing, a change in control of certain shares subject to the Company and similar events. The Initial Option Grant shall be subject to such further terms and conditions accelerated vesting upon a termination without Cause or termination by Executive for Good Reason to the extent described in Section 4(c) or following a Change in Control as set forth provided for in a written Section 5. Additional stock option agreement to grants may be entered into by the Company and the Executive to evidence the Option (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. Executive shall also be eligible to participate in and receive additional grants commensurate with his position and level in any stock option plan and restricted stock plan or other equity-based or equity related compensation plan, programs or agreements of the Company made available generally to its senior executives; provided that the amount, timing, and other terms of any future grant shall be determined considered by the Board (or of Directors on an annual basis. Any additional stock option grants considered for 2018 shall be pro-rated upon the Compensation Committee thereof) in its sole discretionEffective Date.