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Form of Nonqualified Stock Option Agreement For Restated 1997 Employee, Director And Consultant Stock Option Plan

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EXHIBIT 10.35 NON-QUALIFIED STOCK OPTION AGREEMENT ALLOY, INC. AGREEMENT made as of abGRANTDATEbb between Alloy, Inc. (the " Company" ), a Delaware corporation, and abFIRSTNAMEbb abLASTNAMEbb (the " Participant" ). WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, par value $.01 per share (the " Shares" ), under and for the purposes set forth in the Company' s Restated 1997 Employee, Director and Consultant Stock Option Plan (the " Plan" ); and WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and WHEREAS, the Company and the Participant each intend that the Option granted herein shall be a Non-Qualified Option. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. GRANT OF OPTION . The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of abSHARESWRITTENbb (abSHARESNUMbb) Shares, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. 2. PURCHASE PRICE . The purchase price of the Shares covered by the Option shall be $abPRICEbb per Share, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares. Payment shall be made in accordance with Paragraph 7 of the Plan. 3. EXERCISABILITY OF OPTION . Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as follows: On or after the first anniversary of
the date of this Agreement up to abVEST1WRITbb
(abVEST1NUMbb) SharesOn or after the second anniversary
of the date of this Agreement up to an additional abVEST2WRITbb
(abVEST2NUMbb) SharesOn or after the third anniversary of
the date of this Agreement up to an additional abVEST3WRITbb
(abVEST3NUMbb) SharesOn or after the fourth anniversary of
the date of this Agreement up to an additional abVEST4WRITbb
(abVEST4NUMbb) Shares The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. 4. TERM OF OPTION . The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for " cause" (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy.


Notwithstanding the foregoing, in the event of the Participant' s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant' s Survivors may exercise the Option within one (1) year after the date of the Participant' s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant' s employment, directorship or consultancy is terminated by the Company or an Affiliate for " cause" (as defined in the Plan), the Participant' s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant' s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant' s termination, the Participant engaged in conduct which would constitute " cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant' s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable: (a) To the extent exercisable but not exercised as of the date of Disability; and (b) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant' s Survivors within one (1) year after the date of death of the Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) To the extent exercisable but not exercised as of the date of death; and (y) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant' s de
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