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Award Agreement For The Grant of $12 Share Price

This is an actual contract by SIX Flags Entertainment.

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Sectors: Leisure and Entertainment
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 11, 2006
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As of January 11, 2006


Mr. Mark Shapiro


Re: Grant of $12 Share Price Stock Option


Dear Mr. Shapiro:


The Compensation Committee (the "Committee") of the Board of Directors of Six Flags, Inc., a Delaware corporation (the "Company"), has granted certain options under the Company's 2001 Stock Option and Incentive Plan (the "Plan"). The purpose of the Plan is to afford officers and key employees of the Company and subsidiary corporations who are responsible for the continued growth of the Company an opportunity to acquire a proprietary interest in the Company, and thus to create in such officers and employees an increased interest in and a greater concern for the welfare of the Company. (A copy of the Plan is annexed to this letter agreement (the "Stock Option Agreement") and shall be deemed a part of this Stock Option Agreement as if fully set forth herein subject to the terms of the Employment Agreement between you and the Company, dated as of September 26, 2006 (the "Employment Agreement"). Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein subject to the terms of the Employment Agreement.


1. The Grant


On January 11, 2006 (the "Date of Grant"), the Company granted to you, as a matter of separate inducement and not in lieu of any salary or other compensation for your services, the right and option to purchase (the "Option"), in accordance with the terms and conditions set forth in the Plan, an aggregate of 237,500 shares of common stock of the Company (the "Option Shares") at a price of $9.21 per share (the "Exercise Price"). The Option is subject to the limitations set forth in this Stock Option Agreement and in the Employment Agreement. In the event of any conflict or inconsistency between the terms hereof and the terms of the Employment Agreement, the terms of the Employment Agreement shall govern.


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") ("Incentive Stock Option"), to the extent permitted by Section 422(d) of the Code, but the Company makes no warranty as to the tax treatment of the Option or the qualification of the Option as an Incentive Stock Option. To the extent all or any portion of the Option fails to qualify as an Incentive Stock Option, such portion shall be a nonqualified stock option.


2. Restrictions on Time of Exercise


Subject to the provisions and limitations contained herein (including, without limitation, the conditions set forth in Section 1) and in the Plan and until the termination of the Option as provided for herein, the Option shall vest on the first date on which the closing price of the Company's common stock on the New York Stock Exchange or other principal securities exchange or market on which the Company's common stock is traded is at or above $12.00 per share on each trading day for a period of 90 calendar days, provided that such Option may not be exercised prior to the second anniversary of the Date of Grant. In the event of a spin off, split up, stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, dissolution, liquidation or other comparable distributions, changes or transactions of or by the Company, appropriate adjustments to the Exercise Price, number and/or type of shares into which the Option is exercisable shall be made to give proper effect to such event so as to avoid dilution of the value of the Option.


If the Option is not exercised for the total number of Option Shares available for purchase during such period, the Option shall not thereby terminate as to such unexercised portion. In no event may you exercise the Option for a fraction of a share.


Any unexercised portion of the Option shall automatically and without notice terminate and become null and void upon the expiration of ten (10) years from the Date of Grant (the "Option Term"); provided, however, that if your employment with the Company terminates (and your employment with any subsidiary corporation of the Company that you are then employed with also terminates) before the expiration of the Option Term, the Option shall terminate on the applicable date described in Section 4 below.


If a change of control (as defined below, a "Change of Control") of the Company occurs, then the restrictions on the exercise of the Option described above shall become null and void and cease to exist, the Option shall fully vest immediately and the Option shall immediately become exercisable in full. For this purpose, a Change of Control means:


(i) A change of control of the direction and administration of the Company's business of a nature that would be required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A (or any successor rule or regulation) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; or


(ii) Any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act but excluding any employee benefit plan of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily (and apart from rights accruing under special circumstances) to vote for the election of directors; or


(iii) During any period of two (2) consecutive years, the individuals who at the beginning of such period constitute the Board of Directors or any individuals who would be continuing directors (as defined below, the "Continuing Directors") cease for any reason to constitute at least a majority of the Board of Directors; or


(iv) The Board of Directors shall approve a sale of all or substantially all of the assets of the Company; or


(v) The Board of Directors shall approve any merger, consolidation or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in clause (ii) or (iii) above.


For purposes of this Stock Option Agreement, Continuing Directors means (i) the directors of the Company in office on the date hereof, (ii) any successor to any such director and (iii) any additional director who after the date hereof (A) is nominated or selected by a majority of the Continuing Directors in office at the time of his nomination or selection and (B) at the time of his nomination or selection is not an "affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act) of any person who is the beneficial owner, directly or indirectly, of securities representing ten percent (10%) or more of the combined voting power of the Company's securities then entitled ordinarily to vote for the election of directors.


3. Other Terms of Exercise


Any exercise by you of the Option shall be in writing, addressed to the Secretary of the Company at its principal place of business (the "Notice"), substantially in the form of Schedule A hereto, and shall specify the number of Option Shares to be purchased, the form of payment of the Exercise Price and a business day not more than fifteen (15) days from the date the Notice is given for payment of the Exercise Price (the "Payment Date").


The Exercise Price is payable by delivery to the Company on the Payment Date of any combination of the following:


(a) a validly issued personal check payable to the order of the Company in the full amount of the Exercise Price for that portion of the Option being exercised by delivery of such check;


(b) common stock of the Company (in proper form for transfer and accompanied by all requisite stock transfer tax stamps or cash in lieu thereof) owned by you (or your legal representative) having a fair market value equal to the full amount of the Exercise Price for that portion of the Option being exercised by delivery of such stock (the fair market value of the stock so delivered being determined (i) by the Board of Directors or the Committee in its sole discretion as of the date immediately preceding the Payment Date or (ii) in such other manner or at such other time as may be required to comply with or conform to the requirements of any applicable law or regulation); or


(c) by surrender of all or part of the Option to the Company in exchange for a number of shares of the Company's common stock having a total market value as of the date of surrender, equal to the excess of (i) the market value, as of the date of surrender, of the number of shares that could be acquired by the exercise of the portion of the Option that is surrendered, over (ii) the aggregate Exercise Price which would otherwise be paid to the Company upon a normal exercise of the Option as to that number of shares. In the event the foregoing calculation would require the issuance of a fractional share, the Company shall, in lieu thereof, pay cash to the holder in an amount equal to the fair market value of such fractional share as of the date of surrender.


4. Termination of Employment


Upon the termination of yo
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