Performance Incentive Options. You will be eligible for a discretionary annual Performance Incentive Options award beginning in 2021, based on previous year performance. In determining whether to grant an options bonus, in its discretion, the Board of Directors of the Company will take into account your performance and milestone achievements. Performance Incentive Options are subject to approval and discretion of the Board of Directors of the Company. Performance objectives will be defined in alignment with the corporate goals.
Vesting of Options. No part of any Option may be exercised until the Participant shall have satisfied the vesting conditions (i.e., such as remaining in the employ of or continuing services for the Company and/or an Affiliate for a certain period of time), if any, as the Committee may specify in the applicable Option agreement. Subject to the provisions of Section 6(d), any Option may be exercised, to the extent exercisable by its terms, at such time or times as may be determined by the Committee.
Exercise of this Option shall be made upon delivery to the Company pursuant to [Section 8], of # this Stock Option Agreement; # a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and # payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Option Holder either # in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Option Shares specified in the Election Notice, or # through a cashless exercise provided in Section 4(b) below. The Company shall promptly (but in no event later than five (5) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Option Holder in such name or names as the Option Holder may designate in the Election Notice, a certificate for the Option Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Option Holder to receive Option Shares shall be deemed to have become holder of record of such Option Shares as of the Date of Exercise of this Option. All Option Shares delivered to the Option Holder the Company covenants, shall upon due exercise of this Option, be duly authorized, validly issued, fully paid and non-assessable.
Duration of Options. The Administrator shall determine the period of time within which the Option may be exercised by the Award Holder. The Exercise Period must expire, in all cases, not more than ten years from the date an Option is granted; provided, however, that the Exercise Period of an Incentive Stock Option granted to an Employee who then owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company must expire not more than five years from the date such Option is granted. Any Exercise Period determined by the Administrator to be shorter than the ten or five-year term set forth above, must be set forth in an Award Agreement. Each Award Agreement shall also state the periods of time, if any, as determined by the Administrator, when incremental portions of each Option shall vest. If any Option is not exercised during its Exercise Period, it shall be deemed to have been forfeited and of no further force or effect.
Types of Options. The Board shall have the authority to grant an Option under this Sub-Plan classified as # a Trustee 102 Option, # a Non-Trustee 102 Option or # a 3(i) Option; provided, however, that a Trustee 102 Option and a Non-Trustee 102 Option may only be granted to an Israeli Employee, and a 3(i) Option shall be granted only to an Israeli Non-Employee.
Incentive Stock Options. Notwithstanding Section 4, only employees of the Company or a Subsidiary shall be eligible to receive Incentive Stock Options. Notwithstanding Section 5(b)(vi), an Incentive Stock Option shall be exercisable by # a Participant’s authorized legal representative (if the Participant is unable to exercise the Incentive Stock Option as a result of the Participant’s Disability) only if, and to the extent, permitted by Section 422 of the Code and Section 16 of the Exchange Act and the rules and regulations promulgated thereunder and # by the Participant’s estate, in the case of death, or authorized legal representative, in the case of Disability, no later than 10 years from the date the Incentive Stock Option was granted (or 5 years in the case of a 10% Participant) (in addition to any other restrictions or limitations which may apply). Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participant(s) affected, to disqualify any Incentive Stock Option under such [Section 422] or any successor Section thereto.
Exercise of Options. A Participant may exercise an Option only on or before the date on which the Option expires, as provided in Subsection # below.
Nontransferability of Options. An Option granted to a Participant shall, during the lifetime of the Participant, be exercisable only by the Participant or the Participants conservator or legal representative and shall not be assignable or transferable. In the event of the Participants death, the Option is transferable by the Participant only by will or the laws of descent and distribution.
Bonus Stock Options. Beginning in 2018 and for each of the following two years, the Employee will be eligible to earn bonus stock options (“Bonus Options”) conditioned upon achieving annual revenue and EBITDA targets determined by the Board (“Bonus Targets”). The Bonus Options will be granted on the Effective Date at an exercise price equal to the five-day average closing price of the Company’s Common Stock as of the Effective Date. The Bonus Options for each year shall vest on December 31 of the bonus year upon the Company achieving at least 90% of the Bonus Targets for that year. The number of Bonus Options to be granted to the Employee each year shall equal to 1% of the Company’s issued and outstanding shares of Common Stock (including preferred stock on an as-converted basis) as of the Effective Date. Should a Change in Control occur after March 31 of a bonus year, all unvested Bonus Options which would vest on December 31 of the year in which the Change of Control occurs shall vest and become exercisable.
Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrower, # Revolving Credit Loans denominated in Dollars and, if applicable, Incremental Term Loans, shall bear interest at # the Base Rate plus the Applicable Margin or # the Eurocurrency Rate plus the Applicable Margin; # Revolving Credit Loans denominated in an Alternative Currency shall bear interest at the Eurocurrency Rate plus the Applicable Margin (provided that the Eurocurrency Rate shall not be available until three (3) Business Days after the Closing Date in the case of Eurocurrency Rate Loans denominated in Dollars, four (4) Business Days (or five (5) Business Days in the case of Special Notice Currencies) after the Closing Date in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, in each case unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in [Section 5.9] of this Agreement) and # any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to [Section 5.2].
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