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Option Agreement. Each Option grant shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options, and such other provisions as the Committee shall determine, provided, however, that, except for Options granted to Non-Employee Directors as part of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period of time shall not be less than one year, subject to applicable provisions regarding accelerated vesting. The Agreement shall specify whether the Option is intended to be an Incentive Stock Option or Nonqualified Stock Option, provided, however, that if an Option is intended to be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Nonqualified Stock Option. No Option may be exercised after the expiration of its term or, except as set forth in the Participant's stock option Agreement, after the termination of the Participant's employment or service. The Committee shall set forth in the Participant's Agreement when, and under what circumstances, an Option may be exercised after termination of the Participant's employment or period of service; provided that no Incentive Stock Option may be exercised after # three months from the Participant's termination of employment with the Company for reasons other than Disability or death, or # one year from the Participant's termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided, however, that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.

Option Agreement. Each Option grantExercise of Options. Options awarded under the Plan shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Sharesexercisable at such times and be subject to which the Option pertains, anysuch restrictions and conditions imposed upon the exercisability of Options, and such other provisions as the Committee shall determine, provided, however, that, except forapprove, either at the time of grant of such Options granted to Non-Employee Directors as part of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period of time shallgeneral determination, and which need not be less than one year, subject to applicable provisions regarding accelerated vesting. The Agreement shall specify whether the same for all Participants. Each Option which is intended to bequalify as an Incentive Stock Option or Nonqualified Stock Option, provided, however, that if anpursuant to Section 422 of the Code, and each Option which is intended to qualify as another type of ISO which may subsequently be an Incentive Stock Option but failsauthorized by law, shall comply with the applicable provisions of the Code pertaining to be such for any reason, itOptions. The Committee shall continue in full force and effect as a Nonqualified Stock Option. Nodetermine the period of time during which an Option may be exercised after the expiration of its term or, except asexercised, which such period shall be specifically set forth in the Participant's stock option Agreement, after the termination of the Participant's employment or service. The Committee shall set forth in the Participant's Agreement when, and under what circumstances, an Option may be exercised after termination of the Participant's employment or period of service; provided that no Incentive Stock Option may be exercised after # three months from the Participant's termination of employment with the Company for reasons other than Disability or death, or # one year from the Participant's termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions,Award Agreement; provided, however, that ifno Option shall be exercisable after ten years from the Incentive Stock Option as amended no longer meetsdate of grant (five years in the requirementscase of Code Section 422, and, asan ISO granted to an employee who is a resultTen-Percent Shareholder on the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consentdate of the Participant.grant).

Option Agreement. Each Option grantDuration. Options granted hereunder shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options, andfor such other provisionsterm as the Committee shall determine, provided, however, that, except for Optionsprovided that # no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it is granted to Non-Employee Directors as part(five (5) years in the case of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period of time shall not be less than one year, subject to applicable provisions regarding accelerated vesting. The Agreement shall specify whether the Option is intended to be an Incentive Stock Option orgranted to a Ten-Percent Shareholder) and # no Nonqualified Stock Option, provided, however, that if an Option is intended toshall be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Nonqualified Stock Option. No Option may be exercisedexercisable after the expiration of its term or, except as set forth in the Participant's stock option Agreement, after the termination of the Participant's employment or service. The Committee shall set forth in the Participant's Agreement when,ten (10) years and under what circumstances, an Option may be exercised after termination of the Participant's employment or period of service; provided that no Incentive Stock Option may be exercised after # three monthsone (1) day from the Participant's termination of employment with the Company for reasons other than Disability or death, or # one year from the Participant's termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided, however, that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.date it is granted.

Option Agreement. Each Option grantDuration. Options granted hereunder shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options, andfor such other provisionsterm as the Committee shall determine, provided, however, that, except for Optionsprovided that # no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it is granted to Non-Employee Directors as part(five (5) years in the case of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period of time shall not be less than one year, subject to applicable provisions regarding accelerated vesting. The Agreement shall specify whether the Option is intended to be an Incentive Stock Option orgranted to a Ten-Percent Shareholder) and # no Nonqualified Stock Option, provided, however, that if an Option is intended toshall be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Nonqualified Stock Option. No Option may be exercisedexercisable after the expiration of its term or, except as set forth in the Participant's stock option Agreement, after the termination of the Participant's employment or service. The Committee shall set forth in the Participant's Agreement when,ten (10) years and under what circumstances, an Option may be exercised after termination of the Participant's employment or period of service; provided that no Incentive Stock Option may be exercised after # three monthsone (1) day from the Participant's termination of employment with the Company for reasons other than Disability or death, or # one year from the Participant's termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided, however, that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.date it is granted.

Option Agreement. Each OptionGrant. Whenever the Committee deems it appropriate to grant Options, an Award Agreement shall be evidenced by an Agreement that shall specifygiven to the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option,Participant stating the number of Sharesshares for which Options are granted, the exercise price per share, whether the options are Incentive Stock Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are subject. The Award Agreement shall set forth all restrictions on disposition and transfer applicable to the Option pertains, any conditions imposed upon the exercisability of Options, and such other provisions as the Committee shall determine, provided, however, that, except forshares. Incentive Stock Options may be granted to Non-Employee Directors as partemployees of a retainer, including annualthe Company or other grants made pursuant to a director compensation policy or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period of timeAffiliate. Non-employee directors and Consultants shall not be less than one year, subjecteligible to applicable provisions regarding accelerated vesting. The Agreement shall specify whether thereceive Incentive Stock Options. No Option (or portion thereof) that is intended to be an Incentive Stock Option or Nonqualifiedshall be invalid for failure to so qualify, but instead such Option (or portion thereof) shall constitute a Nonstatutory Stock Option, provided, however, that if an Option is intended to be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Nonqualified Stock Option. No Option may be exercised after the expiration of its term or, except as set forth in the Participant's stock option Agreement, after the termination of the Participant's employment or service. The Committee shall set forth in the Participant's Agreement when, and under what circumstances, an Option may be exercised after termination of the Participant's employment or period of service; provided that no Incentive Stock Option may be exercised after # three months from the Participant's termination of employment with the Company for reasons other than Disability or death, or # one year from the Participant's termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided, however, that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.

Exercise Term. Each Stock Option Agreement. Eachagreement shall state the period or periods of time within which the Stock Option grantmay be exercised, in whole or in part, which shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options, and such other provisions as the Committee shall determine, provided, however, that, except for Options granted to Non-Employee Directors as part of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period or periods of time as may be determined by the Committee, provided that no Stock Option shall not be less than one year, subject to applicable provisions regarding accelerated vesting. The Agreement shall specify whetherexercisable after ten years from the Option is intended to bedate of grant thereof (or, in the case of an Incentive Stock Option or Nonqualified Stock Option, provided, however, that ifgranted to an Option is intendedemployee referred to be anin [Section 6.6(ii)] below, such term shall in no event exceed five years from the date on which such Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Nonqualified Stock Option. No Option may be exercised after the expiration of its term or, except as set forth in the Participant's stock option Agreement, after the termination of the Participant's employment or service.is granted). The Committee shall set forth inhave the Participant's Agreement when,power to permit an acceleration of previously established exercise upon such circumstances and under what circumstances, an Option may be exercised after termination ofsubject to such terms and conditions as the Participant's employment or period of service; provided that no Incentive Stock Option may be exercised after # three months from the Participant's termination of employment with the Company for reasons other than Disability or death, or # one year from the Participant's termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided, however, that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.deems appropriate.

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