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Form of Stock Option Agreement

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STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made as of date set forth on Schedule A hereto between Alexander' s, Inc., a Delaware corporation (the " Company" ), and the employee of the Company or one of its affiliates listed on Schedule A (the " Employee" ). RECITALS A. In accordance with the Alexander' s, Inc. Omnibus Stock Plan (the " Plan" ), the Company desires in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire shares of the Company' s common shares of beneficial interest, par value $1.00 per share (the " Common Shares" ), and thereby provide additional incentive for the Employee to promote the progress and success of the business of the company and its subsidiaries. B. Schedule A hereto sets forth certain significant details of the option grant herein and is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A . NOW, THEREFORE, the Company and the Employee hereby agree as follows: AGREEMENT 1. GRANT OF OPTIONS : On the terms and conditions set forth below, as well as the terms and conditions of the Plan and subject to adjustment as provided in Section 8 hereof, the Company hereby grants to the Employee the right to purchase (the " Option" ) an aggregate of such number of Common Shares as is set forth on Schedule A at a purchase price per Common Share equal to the Exercise Price set forth on Schedule A . The Option is intended to be an " incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the " Code" ) to the extent set forth on Schedule A . 2. TERM OF OPTION : The term of the Option shall be the time period indicated on Schedule A from the date of grant referred to on Schedule A, subject to earlier termination or cancellation as provided in this Agreement. Except as otherwise permitted under Section 7 hereof, the Option shall not be exercisable unless the Employee shall, at the time of exercise, be an employee of the Company. 3. NON-TRANSFERABILITY OF OPTION : The Option shall not be transferable otherwise than by will or by the laws of descent and distribution, and the Option may be exercised during the Employee' s lifetime only by the Employee. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided in the preceding sentence), pledged, or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of the

Plan or this Agreement, and any levy of any attachment or similar process upon the Option, shall be null and void and without effect, and the Compensation Committee of the Company (the " Committee" ) may, in its discretion, upon the happening of any such event, terminate the Option forthwith. 4. EXERCISE OF OPTION : Unless terminated pursuant to Section 7 hereof, the Option may be exercised as to not more than the Annual Option Vesting Amount (as defined on Schedule A ) of the aggregate number of Common Shares originally subject thereto commencing on the first Annual Vesting Date (as defined on Schedule A ) following the date of grant. Thereafter, on each Annual Vesting Date and until the expiration of the term of this Agreement (unless earlier terminated or canceled as provided in this Agreement), the Option may be exercised for an additional Annual Option Vesting Amount. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. The right to purchase Common Shares pursuant to the Option shall be cumulative. If the full number of Common Shares available for purchase under the Option, to the extent the Option is vested, has not been purchased, the balance may be purchased at any time or from time to time thereafter, but prior to the termination of such Option. The Option shall not, however, be exercisable after the expiration thereof; and except as provided in Section 7 hereof, the Option shall not be exercisable unless the Employee is an employee of the Company at the time of exercise. The holder of the Option shall not have any rights to dividends or any other rights of a stockholder with respect to the Common Shares subject to the Option until such Common Shares shall have been issued to him (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Company), upon the purchase of such Common Shares through exercise of the Option. Notwithstanding the foregoing or anything to the contrary set forth herein, upon the occurrence of a Change in Control of the Company, the Option shall become vested and immediately exercisable in full. For purposes of this Agreement, a " Change in Control" of the Company means the occurrence of one of the following events: (i) individuals who, on the date hereof, constitute the Board of Directors of the Company (the " Incumbent Directors" ) cease for any reason to constitute at least a majority of the Board of Directors (the " Board" ), provided that any person becoming a trustee subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director;


(ii) any " person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the " Exchange Act" ) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the date hereof, a " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company' s then outstanding securities eligible to vote for the election of the Board (the " Company Voting Securities" ); provided , however , that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary of the Company ( provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined
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