Stock Options. The Committee (or, with respect to Directors, the Board) may grant Options in accordance with the Plan, the terms and conditions of which shall be set forth in an Agreement. Each Option and Option Agreement shall be subject to the following conditions:
Stock Options. Any outstanding stock options held by an employee as of the date of his or her Qualifying Retirement shall be exercisable only to the extent such stock options are exercisable as of such date or become exercisable pursuant to the terms of the underlying option award agreements and shall remain exercisable until the option expiration date.
Vesting Period: Ratably over four (4) years, with twenty-five percent (25%) becoming exercisable on each of the first, second, third and fourth anniversary of the grant date, except as provided in the Plan.
Stock Options. The Executive shall be granted stock options under the Company’s 2011 Equity Incentive Plan entitling him to purchase 300,000 shares of common stock of the Company at an exercise price calculated as the closing price of the Company’s common stock on the Closing Date, as such term is defined in the Purchase Agreement (to which this Agreement is an exhibit), which options shall vest 40% after 24 months and thereafter the remaining 60% in equal monthly installments over the following 36 months, pursuant to a customary stock option agreement that will contain the terms pertaining to the stock options set forth in this [Section 3(b)], which the Executive and the Company shall enter into within ten (10) business days after this Agreement is executed by both of the parties.
Rights, Options and Warrants. If the Parent distributes, to all or substantially all holders of Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which [Section 5(e)(i)(3)(A)] will apply) entitling such holders to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas:
Conversion of BioSculpture Common Stock. At the Effective Time, each share of BioSculpture Common Stock issued and outstanding immediately prior to the Effective Time (other than any BioSculpture Common Stock to be canceled pursuant to [Section 2.05(c)] and any Dissenting Shares, as defined and provided in [Section 2.06]) shall be converted into the right to receive that number of shares of SRSG Common Stock equal to the Exchange Ratio, as defined below (such number of shares, the “Merger Consideration”). The Exchange Ratio as of Closing shall be 4.756 shares of SRSG Common Stock for each share of BioSculpture Common Stock, after consummation of the Reverse Split (as defined in [Section 7.10]) and the Minimum Financing (as defined in [Section 7.09]) as of the time of Closing (the “Exchange Ratio”), subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the Closing due to factors that may include changes in the amount of Equity Financing accepted as of the time of Closing. Subject to any such adjustment or modification, the capitalization of SRSG and the percentage ownership of its equity shares after satisfaction of the Closing Conditions and after payment of the Merger Consideration at the Exchange Ratio, as of the Closing, shall be as set forth in [Section 7.11] and the annexed Exhibit C to this Agreement.
Restricted Stock, Warrants and Option Vesting. All Restricted Stock, Warrants and Options shall become one hundred percent (100%) vested and fully exercisable and the Company shall have no repurchase right. All Restricted Stock, Warrants and Options shall contain a cashless exercise provision for Executive’s acquisition of the Stock, Warrants and/or Options, and piggyback registrations rights.
All options, warrants and other contractual rights to purchase capital stock of the Company shall have expired or been terminated.
Incentive Stock Options. The Committee may grant Options intended to qualify as “incentive stock options” as defined in Section 422 of the Code, to any employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of “incentive stock options” under the Plan, the maximum aggregate number of Shares that may be issued pursuant to “incentive stock options” granted under the Plan shall be the
Stock Options; Vesting. Each Option shall be exercisable in such installments (which need not be equal) and at such times as may be designated by the Committee or the Board as set forth in the Option Agreement. Unless otherwise provided in the Agreement, to the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. Upon the death, Disability or Retirement of a Grantee, all Options shall become immediately exercisable, provided, however, that the Committee shall have the authority to grant Options that do not become immediately exercisable in the event of the death, Disability or Retirement of a Grantee by including such provision in the Option Agreement evidencing such Option. Notwithstanding the foregoing, the Committee (or, with respect to Directors, the Board) may accelerate the exercisability of any Option or portion thereof at any time.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.