NonQualifiedStockOptionAgreement非限制性股票期权条约doc.docx

1、NonQualifiedStockOptionAgreement非限制性股票期权条约docNon-Qualified Stock Option Agreement非限制性股票期权协议 - 1. The Option. AAA Inc., a _ corporation (the Company ) hereby grants to the individual named _ above (the Employee ), as of the above Grant Date, an option, without limited stock appreciation rights (LSARs

2、) (the Option ), to purchase the above Number of Shares of Common Stock of the Company, for the above Option Price Per Share, on the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this Agreement ), in the amended and restated AAA Inc. _(YEAR) Equity Incentive Plan (the

3、Plan ), and in the Addendum on the reverse side hereof. 2. Exercise of Option. The exercise of the Option is subject to the following conditions and restrictions: (a) The Option may be exercised only by the Employee (or by appropriate representatives in the event of the Employees death), in whole or

4、 in part from time to time as provided in Paragraph 2(b) below, during the period commencing on the dates set forth in Paragraph 2(b) below and ending on the earlier of (i) the above Expiration Date, or (ii) the expiration of the applicable period following the date of the Employees termination of e

5、mployment with the Company or one of its subsidiaries, as provided in Paragraph 4 below. In no event, however, may the Option be exercised to any extent after the Expiration Date. (b) The Option shall become exercisable to the extent of one third of the above Number of Shares of Common Stock on each

6、 of the first, second, and third anniversaries of the Grant Date. Once the Option has become exercisable, it may be exercised to the extent set forth in the preceding sentence at any time thereafter, subject to the provisions of Paragraph 2(a) above. 3. Manner of Exercise. The Option shall be exerci

7、sed by the delivery of written notice of exercise (the Notice ) to the Director, Compensation and Benefits of the Company at its executive office. The Notice shall be on such form as the Company may prescribe, and shall specify the number of shares of Common Stock of the Company as to which the Opti

8、on is being exercised (the Shares ), and shall be accompanied by payment of the purchase price of the Shares either in cash (certified or cashiers check payable to the Company) or by the delivery of Common Stock of the Company, or both. If requested by the Company, the Notice shall contain or be acc

9、ompanied by a representation that the Shares are being acquired for investment and not with a view to distribution or resale. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. 4. Termination of Employment. Subject to the prov

10、isions of Paragraph 2(a) above, the Option may be exercised as provided in the Plan to the following extent for the following period after the Employees Termination of Employment (as defined in the Plan): (a) For three years following death prior to Termination of Employment to the extent exercisabl

11、e on the date of death, and for 180 days following death after Termination of Employment to the extent exercisable on the date of Termination of Employment; (b) For three years after layoff or retirement to the extent exercisable on the date of Termination of Employment; (c) For three years after Di

12、sability (as defined in the Plan) to the extent exercisable on the date of Termination of Employment; or (d) For 90 days after Termination of Employment for any other reason, other than for cause, to the extent exercisable on the date of Termination of Employment.The Option may not be exercised foll

13、owing Termination of Employment for cause. 5. Income Taxes. The Employee is liable for any federal, state and local income taxes applicable upon the grant or exercise of the Option or the disposition of the Shares. Upon demand by the Company, the Employee shall promptly pay to the Company in cash, a

14、nd/or the Company may withhold from the Employees compensation or from the Shares an amount necessary to pay, any income withholding taxes required by the Company to be collected in connection with the exercise of the Option or the disposition of the Shares. For federal income tax purposes, the Opti

15、on shall not be eligible for treatment as a qualified or incentive stock option. 6. Acknowledgment. The Option may not be exercised in whole or in part until the Employee dates and signs the form of Acknowledgment below and returns a copy of this Agreement to the Company. By signing the Acknowledgme

16、nt, the Employee agrees to the terms and conditions referred to in Paragraph 1 above and acknowledges receipt of a copy of the Prospectus related to the Plan. Non-Qualified Stock Option Agreement优先认股权协议 - Unless otherwise defined herein, the terms defined in the AAA, Inc. 2000 Equity Participation P

17、lan (the Plan ) shall have the same defined meanings in this Amended and Restated Stock Option Agreement. This Amended and Restated Stock Option Agreement amends and restates in its entirety the Stock Option Agreement dated _,_,_(M,D,Y) previously entered into by the parties that contained certain c

18、lerical errors. I. NOTICE OF STOCK ADDITIONAL OPTION GRANT _ You ( Optionee ) have been granted an additional option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of Grant: _

19、,_,_(M,D,Y) Vesting Commencement Date: _,_,_(M,D,Y) Exercise Price per Share: $,_ per share Total Number of Shares Granted: _ Total Exercise Price: $,_ Type of Option: Non-Qualified Stock Option Term/Expiration Date: _,_,_(M,D,Y) (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule:

20、This Option shall vest and become exercisable according to the following schedule: Subject to the following paragraphs, this Option shall vest and become exercisable with respect to thirty-three and one-third percent (_%) of the shares of the Companys Common Stock subject to the Option (the Shares )

21、 on the one-year anniversary of the Options Vesting Commencement Date, and thereafter, with respect to thirty-three and one-third percent (_%) of the Shares on each successive twelve-month anniversary following the one-year anniversary of the Options Vesting Commencement Date (each, a Vesting Date )

22、, commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (_%) of the Shares on the third anniversary of the Options Vesting Commencement Date; provided, however, that Optionee has remained in Continuous Status as an Emplo

23、yee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (_%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionees termination of employment with the Company for Good R

24、eason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of _,_,_(M,D,Y), as may be amended from time to time), (ii) in addition to the conditions upon which the Option may

25、automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a Transaction ) as a result of which a

26、t least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Companys securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Companys assets, whether in one transac

27、tion or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nom

28、ination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of

29、 the Board of Directors. Termination Period: This Option may be exercised, to the extent vested, for three (3) months after Optionee ceases to be a Service Provider, or for twelve (12) months following the death or disability of Optionee as provided in the Plan, but in no event later than the Term/E

30、xpiration Date as provided above. II. AGREEMENT 1. Grant of Option. The Company hereby grants to the Optionee an Option to purchase the number of Shares set forth in the Notice of Stock Option Grant (the Notice of Grant ), at the exercise price per share set forth in the Notice of Grant (the Exercis

31、e Price ). Notwithstanding anything to the contrary anywhere else in this Stock Option Agreement, this grant of an Option is subject to the terms, definitions and provisions of the Plan adopted by the Company, which is incorporated herein by reference. This Option is not intended to, and does not, q

32、ualify as an Incentive Stock Option as defined in Section 422 of the Code. 2. Exercise of Option. This Option is exercisable as follows: (a) Right to Exercise. (i) This Option shall be exercisable cumulatively according to the vesting schedule set out in the Notice of Grant. For purposes of this Stock Option Agreement, Shares subject to this Option shall vest based on Optionees Continuous Status as an Employee or Consultant. (ii) This