Option agreement with director, Sample Business Contracts
Revised Stock Option and Incentive Plan the "Plan" and has approved the granting to certain directors of the Company of nonqualified options to purchase common stock of the Company "Common Stock" ; and WHEREAS, Optionee is a director of the Company, and the Company desires to secure or increase Optionee's stock ownership of the Company in order to increase Optionee's incentive and personal interest in the welfare of the Company.
NOW, THEREFORE, in consideration of the premises, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed and do hereby agree as follows: 1.
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Grant of Options; Vesting. Term of Options.
What is an Option Agreement?
Except as otherwise provided in Section 4 below, the Options shall be exercisable, in whole or in part, option agreement with director at any time within ten 10 years after the date of grant thereof, at which time the Options shall terminate and not be exercisable thereafter. Unless the Company is advised otherwise by its securities counsel, at least six 6 months must elapse from the date of grant of the Option to the date of disposition by Optionee of the shares of Common Stock underlying the Option.
Exercise of Options. The Options or any portion thereof may be exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft or postal or express money order.
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Except as otherwise provided by the Plan Committee before the Option is exercised, i all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock owned by Optionee and acceptable to the Plan Committee having an binary options buttons Fair Market Value option agreement with director of the date of exercise that is equal to the amount of cash that would otherwise be required; or ii Optionee may pay the Exercise Price by youtube how to make money a third party to sell shares of Stock or a sufficient portion of the shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.
In each case Optionee's payment shall be delivered with a written notice of exercise which shall: a State the number of shares being exercised, the name, how to make real money yourself and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to option agreement with director registered; b Contain any representations and agreements as to Optionee's investment intent with respect to the shares exercised as may be satisfactory to the Company's counsel; and c Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options.
As a condition to the exercise of the Options, the Company may require the person exercising the Options to make practical training in trading representation and warranty to the Company that may be required by any applicable law or regulation.
Termination of Directorship. Removal "for cause" shall mean termination or removal as a result of or caused by Optionee's theft or embezzlement from the Company, the violation of a material term or condition of Optionee's employment if standard options is employed by the Companysubstantial failure on the part of Optionee to perform his duties as an employee or director, the disclosure by Optionee of confidential information of the Company, willful misconduct or dishonesty or conviction of or failure to contest prosecution for a option agreement with director or a crime of moral turpitude, excessive absenteeism unrelated to illness, the Optionee's stealing trade secrets or intellectual property owned by the Company, any act by Optionee in competition with the Company, or any other act, activity or conduct of Optionee which in the opinion of the Committee is adverse to the best interests of the Company.
Transfer of Options. Unless the Company, upon advice of its securities counsel, directs otherwise, the Options may not be assigned or transferred in any manner except upon the death of Optionee by will or by the laws of descent and distribution. During the lifetime of Optionee, the Options shall be exercisable only by Optionee.
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Reservation of Shares. The Company, during the term hereof, will at all times reserve and keep available, and will seek or obtain from any regulatory body having jurisdiction any requisite authority in order to issue and sell such number of shares of its Common Stock as shall be sufficient to satisfy the requirements hereof.
The inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares of stock hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained.
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The parties acknowledge that inasmuch as Optionee is a director of the Company, the grant to Optionee of Options hereunder, or Optionee's sale of shares underlying the Options, may, unless the Plan is qualified under Rule 16b-3 of the SEC, subject Optionee to liability under the insider trading prohibitions of Section 16 b of the Securities Exchange Act ofif Optionee purchases or sells Common Stock of the Company within six months before or after the grant of the Options, or within six months before or after the sale of the shares underlying the Options.
This acknowledgment is for informational purposes only and is not option agreement with director be construed as increasing, limiting or describing the rights and obligations of the parties hereunder.
Restriction on Option Exercise.
Notwithstanding any contrary provision hereof, the Options may not be exercised by Optionee unless the shares to be acquired by Optionee have been registered under the Securities Act of the "Act"and any other applicable securities laws of any other state, or the Company receives an opinion of counsel which may be counsel for the Company reasonably acceptable to the Company stating that the exercise of the Options and the issuance of shares pursuant to the exercise is registered or exempt from such registration requirements.
Withholding of Taxes.
Overview[ edit ] The agreement details the exclusive rights, including the specified time period and financial obligations. The producer usually has to advance the essential elements, such as financing and talent, towards the creation of a film based on the work being optioned. Similarly, producers can also option articles, video games, songs, or any other conceivable work of intellectual property.
The Options may not be exercised unless Optionee has paid or has made provision satisfactory to the Company for payment of, federal, state and local income taxes, or any other taxes other than stock transfer taxes which the Company may be obligated to collect as a result of the issue or transfer of Common Stock upon such exercise of the Options. In its sole discretion, and at the request of Optionee, the Company may permit Optionee other than an Optionee who would be subject to Section 16 b of the Exchange Act to satisfy the obligation imposed by this Section, in whole or in part, by instructing the Company to withhold up to that number of shares otherwise issuable to Optionee with a fair market value equal to the amount of tax to be withheld.
The Company hereby agrees that, in the event of the Company's reorganization, separation, merger or consolidation into, or acquisition of property or stock by another corporation, the Company will use its best efforts to cause a substitution or assumption of the Options.
The aggregate number of shares of Common Stock available for issuance under the Options, and the price per share, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock subsequent to the date of this Agreement resulting from a recapitalization, reorganization, merger, consolidation or similar transaction as provided in the Plan. Upon dissolution or liquidation of the Company, or upon a merger or consolidation in which the Company is not the surviving corporation unless otherwise agreed in connection with the mergerthe Options shall terminate.
No Rights as a Stockholder. Optionee or a permitted transferee of the Options shall have no rights as a stockholder with respect to any shares covered by the Options until the date as of which stock is issued following exercise of such option.
Except as provided in this Agreement, no adjustment shall be made for dividends ordinary or extraordinary, whether in cash, securities or other property or any other distributions for which the record date is prior to the date as of which such stock is issued.
No Employment Rights. This Agreement is not an employment agreement or contract and does not grant any employment rights to Optionee. Other Provisions.
The Company may, as a condition precedent to the exercise of the Options, require Optionee including, in the event of Optionee's death, his legal representatives, legatees or distributees to enter into such agreements or to make such representations as may be required to make lawful the exercise of the Options and the ultimate disposition of the shares acquired by such exercise.
Any notice which either of the parties hereto is required or permitted to give option agreement with director the other must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to which or to whom the notice is directed, at the address each party option agreement with director in writing.
Any notice mailed to such address shall be effective when deposited in the mail, duly addressed and postage prepaid, notwithstanding failure by the addressee thereof to receive the mailed notice. Governing Law.
All transactions contemplated hereunder and all rights of the parties hereto shall be governed as to validity, construction, enforcement and in all other respects by the laws and decisions of the State of Utah.
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- This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received.
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The titles of the sections of this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Agreement or the intent of any provisions hereof. This Agreement shall not be modified or amended except by written agreement signed by all of the parties hereto. Attorney's Fees and Costs of Enforcement. If any party to this Agreement shall incur any costs resulting from enforcement of this Agreement, the defaulting party shall be liable to the prevailing party for such costs.
Costs, as used herein, shall include costs of enforcement, interpretation, or collection, including without limitation, reasonable attorney's fees, court costs, collection charges, travel and other related or similar expenses.
Severability of Provisions. Any provision of this Agreement which is invalid, prohibited, or unenforceable in any jurisdiction, shall not invalidate the remainder of the provision or the remaining provisions of the Agreement.
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Entire Agreement. Subject to the Plan, this Agreement contains all of the representations, declarations and statements from either party to the other and expresses the entire understanding between the parties with respect to the transactions provided for herein. All prior memoranda, letters, statements and agreements concerning this subject matter, if any, are merged in and replaced by this Agreement.
Restrictions on Exercisability.
Pronouns, Number and Gender. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. This Agreement may be executed in one or more counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same instrument.