NoticeofStockOptionGrant职工优先认股权协议完整篇.doc
员工股份协议书范本5篇
员工股份协议书范本5篇篇1员工股份协议书范本一、甲方为公司董事长，乙方为公司员工，双方本着平等互利的原则，共同遵守以下事项，签订本协议。
二、乙方获得公司一定比例的股份作为奖励，具体比例为______%。
三、乙方在领取股份前需支付一定金额的认购款，具体金额为______万元。
四、乙方获得股份后，需按照公司相关规定参加股东会并行使股东权利，支持公司发展。
五、乙方在获得股份后，需以自己的力量和智慧为公司做出更多的贡献，积极参与公司的战略规划和经营管理。
六、公司在发展过程中如发生分支或合并，乙方所持股份应按照相关规定处理。
七、乙方持有股份期间，如有财务和经营不当导致公司亏损，乙方需一定比例承担责任，具体比例为______%。
八、乙方持有股份期间如有转让意向，需要提前向公司提出书面申请，公司有权优先购买。
九、本协议自双方签字生效，有效期为_____年，到期可根据情况续签。
十、本协议一式两份，甲乙双方各持一份，自双方签字生效。
甲方（公司董事长）：乙方（公司员工）：日期：年月日以上为员工股份协议书范本，双方应严格遵守协议内容，共同促进公司的健康发展。
篇2员工股份协议书范本一、背景简介员工股份协议是指公司与员工之间签订的一种契约，通过该协议，员工可获得公司股份，成为公司的股东。
这种形式的激励方式被广泛应用于各行各业，旨在激励员工为公司的长期发展做出更大的贡献。
本文将提供一份员工股份协议书范本，以供参考。
二、员工股份协议书范本公司名称：XXX公司协议书编号：XXX-XXX-XXX协议日期：年月日甲方（公司）：XXX公司地址：XXX法定代表人：XXX电话：XXX乙方（员工）：XXX职务：XXX身份证号：XXX联系方式：XXX鉴于甲方为激励乙方的工作积极性，促进公司的长期发展，特订立本协议如下：第一条股份激励计划甲方通过本协议向乙方提供公司股份作为激励，乙方有权获得相应的股份奖励。
具体奖励标准和分配方式如下：1. 乙方入职满一年后，可获得公司股份1%作为奖励；2. 乙方入职满三年后，可获得公司股份2%作为奖励；3. 乙方入职满五年后，可获得公司股份3%作为奖励。
员工股份协议书的范本5篇
员工股份协议书的范本5篇篇1本协议于XXXX年XX月XX日，由以下两方共同签署：甲方：（公司名称）乙方：（员工姓名）鉴于甲方与乙方经过友好协商，乙方同意接受甲方的聘用，并在本公司工作，甲方同意给予乙方员工股份激励。
在此情况下，双方同意依据中国相关法律法规的规定，达成以下员工股份协议：一、定义和目的本协议旨在明确乙方在甲方公司的股份权益，以及与之相关的权利和责任。
本协议是甲、乙双方的正式书面文件，双方应共同遵守。
二、股份分配甲方同意向乙方分配其总股份的百分之（具体的百分比）作为员工股份。
此股份将视乙方的表现及甲方的业务表现进行动态调整。
具体的分配细则将由董事会制定。
三、权益和义务乙方作为甲方公司的股东，享有相应的股份权益，包括但不限于利润分配权、公司决策参与权等。
同时，乙方应承担相应的股东义务，包括但不限于遵守公司章程、对公司的忠诚义务等。
此外，乙方应继续履行其作为员工的职责，包括完成工作任务、保护公司机密等。
四、股份转让和回购除非得到甲方的同意，否则乙方不得转让其持有的股份。
在特定情况下（如乙方离职、违反公司规定等），甲方有权回购乙方持有的股份。
具体的转让和回购条款将由双方另行协商确定。
五、保密条款双方应共同保护本协议的内容及实施过程中的所有信息，并承担保密义务。
未经对方同意，任何一方不得向第三方泄露相关信息。
六、争议解决对于因本协议的解释、实施和争议，双方应首先通过友好协商解决。
如协商不成，任何一方均可向有管辖权的人民法院提起诉讼。
七、其他条款1. 本协议自双方签字盖章之日起生效。
2. 本协议的修改和补充应以书面形式进行，并成为本协议的一部分。
3. 本协议一式两份，甲、乙双方各执一份，具有同等法律效力。
4. 本协议的签订、履行、解释和争议解决均适用中华人民共和国法律。
5. 未尽事宜，按照《中华人民共和国公司法》及其他有关法律法规的规定处理。
乙方作为甲方的重要员工和股东，应积极参与公司的经营管理，为公司的发展献计献策。
StockOptionPurchaseAgreement优先认股权购买合同.doc
Stock Option Purchase Agreement优先认股权购买合同-NOW, THEREFORE, for an in consideration of the mutual agreements herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:Section 1. Sale of Option. BBB hereby sells, assigns, transfers, conveys, sets over and delivers to AAA the Option and all rights, title, interest and claims possessed by BBB under the Option and the Stock Option Agreement, together with all other right, title and interest and claim in and to the Common Stock of AAA issuable thereunder and all rights, title and interest and claims accrued and/or accruing under the Registration Rights Agreement and the Management Services Agreement, in consideration for $,_________ in hand paid in good funds on this date (the Sale ). The payment made by AAA hereunder is in full and final settlement and satisfaction of all obligations of whatsoever nature now or hereafter due by AAA to BBB, its partners, legal representatives, successors and assigns under the Option, the Stock Option Agreement, the Registration Rights Agreement and the Management Services Agreement (other than indemnifications obligations, if any, relating to this transaction or facts or circumstances occurring prior to thistransaction). BBB hereby surrenders unto AAA the Stock Option Agreement for cancellation in accordance with the terms hereof, and AAA hereby acknowledges receipt of the original Stock Option Agreement, and hereby agrees to promptly mark it cancelled . BBB hereby acknowledges receipt of $,_________ in good funds from AAA, and BBB, on its own behalf and on behalf of its partners, legal representatives and its successors and assigns, hereby unconditionally and forever waives, relinquishes and releases all right, title, interest and claim accrued or accruing to the benefit of BBB under the Option and the Stock Option Agreement and under the Management Services Agreement and the Registration Rights Agreement.Section 2. Representations of AAA. AAA represents that it has full power and authority to execute, deliver and perform this Agreement; this Agreement has been duly authorized by all requisite corporate action on the part of AAA and has been duly executed and delivered by AAA; AAA has obtained all consents and approvals requisite to the transactions contemplated hereby; and this Agreement constitutes a legal, valid and binding obligation of AAA, enforceable against AAA, its legal representatives, successors and assigns, in accordance with its terms.Section 3. Representations of BBB. BBB represents that:(a) Any and all rights BBB, its partners and its and their legal representatives, successors and assigns, possess in and to the Option and in and to shares of Common Stock issuable upon exercise of the Option or in and to any other rights accrued or accruing under the Option, the Stock Option Agreement, the Registration Rights Agreement and/or the Management Services Agreement, are hereby and shall hereafter be null and void and are of no further force or effect.(b) BBB has full power and authority to execute, deliver and perform this Agreement; this Agreement has been duly authorized by all requisite partnership action on the part of BBB; BBB has obtained all consents and approvals requisite to the transactions contemplated hereby; and this Agreement has been duly executed and delivered by BBB, and constitutes a legal, valid and binding obligation of BBB, enforceable against BBB, its partners and its and their legal representatives, successors and assigns, in accordance with its terms.(c) BBB is the true and lawful owner of the Option and no part of the Option is in any respect encumbered or committed to be encumbered, and there are no other persons or entities claiming aninterest therein, and BBB has not assigned to any person or entity any interest or rights under the Stock Option Agreement, the Registration Rights Agreement and the Management Services Agreement, and no other persons or entities have a claim or any interest or rights thereunder.Section 4. Miscellaneous.(a) Binding Effect. This Agreement may not be assigned by either party hereto. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or permitted assigns.(b) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provision hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.(c) Entire Agreement; Modifications. This instrument contains theentire agreement between the parties hereto with respect to the transactions contemplated hereby. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party to be charged, and then only to the extent set forth in such instrument.(d) Headings. Descriptive headings contained herein are for convenience of reference only and shall not affect the meaning or interpretation hereof.(e) Counterparts. This Agreement may be executed simultaneously or in two or more counterparts, each of which together shall constitute one and the same instrument.(f) Applicable Law. The rights and obligations of the parties to this Agreement shall be governed by the laws of the State of _________(PLACENAME) applicable to contracts made or to be performed entirely within such state.(g) Further Assurances. Each party hereto agrees to execute any and all documents, and to perform such other acts, whether before or after the date hereof, that may be reasonably necessary or expedientto further the purposes of this Agreement or to further assure the benefits intended to be conferred hereby.(h) Survival. All representations, warranties, obligations and under- takings of the parties set forth herein shall survive the execution and delivery of this Agreement and Sale and other transactions contemplated hereby.The parties execute this Agreement as of the date first above written.AAA CORP.By: /s/ _________Name:_________Title: _________BBB, LTD.By: /s/ _________Name:_________Title: _________。
StockOptionAgreement优先认股权协议_4.doc
Stock Option Agreement优先认股权协议-1. Grant of OptionAAA hereby grants to BBB an irrevocable option (the Option ) to acquire up to 1,726,398 shares (the Option Shares ) of the Common Stock, par value $,_________ per share, of AAA ( AAA Shares ) in the manner set forth below (i) by exchanging therefor shares of the Common Stock, par value $,_________ per share, of BBB ( BBB Shares ) at a rate of two (2) BBB Shares for each Option Share (the Exercise Ratio ) and/or, at BBB’s election, (ii) by paying cash a t a price determined in accordance with Section 4 below. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.2. Exercise of OptionThe Option may only be exercised by BBB, in whole or in part, at any time or from time to time, upon the occurrence of (i) the commencement of a tender or exchange offer for 25% or more of any class of AAA’s capital stock, or (ii) any of the events specified in Section 7.03 (c) of the Merger Agreement, other than events described in Section 7.01(g) thereof (any of the events specified inclauses (i) or (ii) of this sentence being referred to herein as an Exercise Event ). In the event BBB wishes to exercise the Option, BBB shall deliver to AAA a written notice (an Exercise Notice ) specifying the total number of Option shares it wishes to acquire and the form of consideration to be paid. Each closing of a purchase of Option Shares (a Closing ) shall occur on a date and at a time designated by BBB in an Exercise Notice delivered at BBB five business days prior to the date of such Closing, which Closing shall be held at the offices of counsel to AAA. The Option shall terminate upon the earlier of (i) the Effective Time, (ii) 180 days following the termination of the Merger Agreement pursuant to Article VII thereof, if an Exercise Event shall have occurred on or prior to the date of such termination, and (iii) the date on which the Merger Agreement is terminated pursuant to Article VII thereof if an Exercise Event shall not have occurred on or prior to such date; provided, however, with respect to the preceding clause (ii) of this sentence, that if the Option cannot be exercised by reason of any applicable government order, then the Option shall not terminate until the tenth business day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal. Notwithstanding the foregoing, the Option may not be exercised if BBB is in breach in any material respect of any of its covenants or agreements contained in the Merger Agreement.3. Conditions to ClosingThe obligation of AAA to issue Option Shares to BBB hereunder is subject to the conditions that (a) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Federal, state or local administrative agency or commission or other Federal state or local governmental authority or instrumentality, if any, required in connection with the issuance of the Option Shares hereunder shall have been obtained or made, as the case may be; and (b) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect.4. ClosingAt any Closing, (a) AAA shall deliver to BBB a single certificate in definitive form representing the number of AAA Shares designated by BBB in its Exercise Notice, such certificate to be registered in the name of BBB and to bear the legend set forth in Section 10 hereof, and (b) BBB shall pay to AAA the aggregate purchase price for the AAA Shares so designated and being purchased by delivery of (i) a single certificate in definitive form representing the number of BBB Shares being issued by BBB in consideration therefor (based on the Exercise Ratio), such certificateto be registered in the name of AAA and to bear the legend set forth in Section 10 hereof, and/or, at BBB’s election, (ii) a certified checks, bank check or wire transfer, as the case may be. If BBB has elected to deliver cash in payment for any AAA Shares, the price to be paid by BBB in cash to AAA at any Closing in respect of such AAA Shares shall be $,_________ per share (the Exercise Price ).5. Representations and Warranties of AAAAAA represents and warrants to BBB that (a) AAA is a corporation duly organized, validly existing and in good standing under the laws of the State of _________(Placename) and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by AAA and consummation by AAA of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of AAA and no other corporate proceedings on the part of AAA are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by AAA and constitutes a legal, valid and binding obligation of AAA and, assuming this Agreement constitutes a legal, valid and binding obligation of BBB, is enforceable against AAA in accordance with its terms, except as enforceability may be limited by bankruptcy andother laws affecting the rights and remedies of creditors generally and general principles of equity; (d) AAA has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued AAA Shares for BBB to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional AAA Shares necessary corporate or other action to authorize and reserve for issuance all additional AAA Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the AAA Shares and any other securities to BBB upon exercise of the Option, BBB will acquire such AAA Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by BBB; (f) the execution and delivery of this Agreement by AAA do not, and the performance of this Agreement by AAA will not, (i) violate the Certificate of Incorporation or By-Laws of AAA, (ii) conflict with or violate any order applicable to AAA or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment,acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of AAA or any of its subsidiaries pursuant, to any contract or agreement to which AAA or any of its subsidiaries is a party or by which AAA or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, BBBly or in the aggregate, have a Material Adverse Effect on AAA; (g) the execution and delivery of this Agreement by AAA does not, and the performance of this Agreement by AAA will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity and (h) any BBB Shares acquired pursuant to this Agreement will not be acquired by AAA with a view to the public distribution thereof and AAA will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.6. Representations and Warranties of BBBBBB represents and warrants to AAA that (a) BBB is a corporation duly incorporated, validly existing and in good standing under the laws of the State of _________(Placename) and has the corporate power and authority to enter into this Agreement and to carry out itsobligations hereunder; (b) the execution and delivery of this Agreement by BBB and the consummation by BBB of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BBB and no other corporate proceedings on the part of BBB are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by BBB and constitutes a legal, valid and binding obligation of BBB and, assuming this Agreement constitutes a legal, valid and binding obligation of AAA, is enforceable against BBB in accordance with its term, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) BBB has taken (or will in a timely manner take) all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option and will take all necessary corporate or other action to authorize and reserve for issuance all additional BBB Shares or other securities which may be issuable pursuant to Section 9(b) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of AAA Shares to BBB in consideration of any acquisition of BBB Shares pursuant hereto, BBB will acquire such AAA Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by AAA; (f) the execution and delivery of this Agreementby BBB do not, and the performance of this Agreement by BBB will not, (i) violate the Certificate of Incorporation or By-Laws of BBB, (ii) conflict with or violate any order applicable to BBB or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of BBB or any of its subsidiaries pursuant to, any contract or agreement to which BBB or any of its subsidiaries is a party or by which BBB or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, BBBly or in the aggregate, have a Material Adverse Effect on BBB; (g) the execution and delivery of this Agreement by BBB does not, and the performance of this Agreement by BBB will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity; and (h) any AAA Shares acquired upon exercise of the Option will not be acquired by BBB with a view to the public distribution thereof and BBB will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.7. [Intentionally Omitted.]8. Registration Rights(a) Following the termination of the Merger Agreement, each party hereto (a Holder ) may by written notice (a Registration Notice ) to the other party (the Registrant ) request the Registrant to register under the Securities Act all or any part of the shares acquired by such Holder pursuant to this Agreement (the Registrable Securities ) in order to permit the sale or other disposition of such shares pursuant to a bona fide firm commitment underwritten public offering in which the Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable and shall use reasonable efforts to prevent any person or group from purchasing through such offering shares representing more than 1% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis; provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis and that any rights to require registration hereunder shall terminate with respect to any shares that may be sold pursuant to Rule 144(k) under the Securities Act.(b) The Registrant shall use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the Registrable Securities; provided, however, that (i) neither party shall be entitled to more than an aggregate of two effective registration statements hereunder and (ii) the Registrant will not be required to file any such registration statement during any period of time (not to exceed 40 days after a Registration Notice in the case of clause (A) below or 90 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and, in the written opinion of counsel to such Registrant, such information would have to be disclosed if a registration statement were filed at that time; (B) such Registrant is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) such Registrant determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other material transaction involving the Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 8 shall again be applicable to any proposed registration, it being understood that neither party shall be entitled to more than an aggregate of two effective registration statements hereunder. The Registrant shall useall reasonable efforts to cause any Registrable Securities registered pursuant to this Section 8 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision.(c) The registration rights set forth in this Section 8 are subject to the condition that the Holder shall provide the Registrant with such i nformation with respect to such Holder’s Registrable Securities, the plan for distribution thereof, and such other information with respect to such Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all material facts required to be disclosed with respect to a registration thereunder.(d) A registration effected under this Section 8 shall be effected at the Registrant’s expense, except for underwriting discoun ts and commissions and the fees and expenses of counsel to the Holder, and the Registrant shall provide to the underwriters such documentation (including certificates, opinions of counsel and comfort letters for auditors) as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. Inconnection with any registration, the parties agree (i) to indemnify each other and the underwriters in the customary manner and (ii) to enter into an underwriting agreement in form and substance customary for transactions of this type with the underwriters participating in such offering.9. Adjustment Upon Changes in Capitalization(a) In the event of any change in the AAA Shares by reason of stock dividends, split-ups, mergers (other than the Merger), recapitalizations, combinations, exchanges of shares and the like, the type and number of shares or securities subject to the Option, the Exercise Ratio and the Exercise Price shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that BBB shall receive, upon exercise of the Option, the number and class of shares or other securities or property that BBB would have received in respect of the AAA Shares if the Option had been exercised immediately prior to such event or the record date therefor, as applicable.(b) In the event of any change in the BBB Shares by reason of stock dividends, split-ups, mergers (other than the Merger), recapitalizations, combinations, exchanges of shares and the like, thetype and number of shares or securities which BBB can deliver to AAA pursuant to Section 4 hereof if full payment for an AAA Shares to be purchased and the Exchange Ratio shall be adjusted appropriately.10. Restrictive LegendsEach certificate representing Option Shares issued to BBB hereunder, and each certificate representing BBB Shares delivered to AAA at a Closing, shall include a legend in substantially the following form:THE SECURITIES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS A V AILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF _________,_________,_________(M,D,Y), A COPY OF WHICH MAY BE OBTAINED FROM BBB, INC.11. ListingAAA, upon the request of BBB, shall promptly file an application to list the AAA Shares to be acquired upon exercise of the Option for quotation on the Nasdaq National Market and shall use its best efforts to obtain approval of such listing as soon as practicable. BBB, upon the request of AAA, shall promptly file an application to list the BBB Shares issued and delivered to AAA pursuant to Section 4 for quotation on the Nasdaq National Market and shall use its best efforts to obtain approval of such listing as soon as practicable.12. Binding EffectThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies of any nature whatsoever by reason of this Agreement. Any shares sold by a party in compliance with the provisions of Section 8 shall, upon consummation of such sale, be free of the restrictions imposed with respect to such shares by this Agreement and anytransferee of such shares shall not be entitled to the rights of such party. Certificates representing shares sold in a registered public offering pursuant to Section 8 shall not be required to bear the legend set forth in Section 10.13. Specific PerformanceThe parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement. In the event that any action shall be brought in equity to enforce the provisions of the Agreement, neither party will allege, and each party hereby waives the defense, that there is an adequate remedy at law.14. Entire AgreementThis Agreement and the Merger Agreement (including theappendices thereto) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.15. Further AssurancesEach party will execute and deliver all such further documents and instruments and take all such further action as may be necessary in order to constitute the transactions contemplated hereby.16. ValidityThe invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and shall execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.17. NoticesAll notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):(a) if to AAA, to:AAA, Inc.Address: _________Fax No.: _________Tel: _________Attention:_________with a copy to:Addressee:_________Address: _________Fax No.: _________ Tel: _________ Attention:_________(b) If to BBB, to: BBB, Inc.Address: _________ Fax No.: _________ Tel: _________ Attention:_________with a copy to:Addressee:_________ Address: _________ Fax No.: _________ Tel: _________ Attention:_________18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of _________(Placename) applicable to agreements made and to be performed entirely within such State.19. CounterpartsThis Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but both of which, taken together, shall constitute one and the same instrument.20. ExpensesExcept as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.21. Amendments; WaiverThis Agreement may be amended by the parties hereto and theterms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.22. AssignmentNeither of the parties hereto may sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement or the Option created hereunder to any other person, without the express written consent of the other party.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.。
StockOptionAgreement优先认股权协议_6.doc
Stock Option Agreement优先认股权协议-WHEREAS, Grantee and Issuer are concurrently with the execution and delivery of this Agreement entering into an Agreement and Plan of Merger (the Merger Agreement ) pursuant to which, among other things, a wholly owned subsidiary of Grantee will merge with and into Issuer on the terms and subject to the conditions stated therein; andWHEREAS, in order to induce Grantee to enter into the Merger Agreement and as a condition for Grantee’s agreeing so to do, Issuer has granted to Grantee the Stock Option (as hereinafter defined), on the terms and conditions set forth herein;NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Merger Agreement, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:Section 1 . Definitions. Capitalized terms used and not defined herein have the respective meanings assigned to them in the Merger Agreement.Section 2. Grant of Stock Option. Issuer hereby grants to Granteean irrevocable option (the Stock Option ) to purchase, on the terms and subject to the conditions hereof, for $,_________ per share (the Exercise Price ) in cash, up to _________ fully paid and non-a ssessable shares of Issuer’s common stock, par value $,_________ per share (the Common Stock ), representing approximately X% of Issuer’s issued and outstanding Common Stock or such greater number of shares as represent X% of the number of shares of Common Stock issued and outstanding at the time of first exercise (without giving effect to any shares subject to the Stock Option) (the Option Shares ). The Exercise Price and number of Option Shares shall be subject to adjustment as provided in Section 5 below.Section 3. Exercise of Stock Option.(a) Grantee may, subject to the provisions of this Section 3, exercise the Stock Option, in whole or in part, at any time or from time to time, after the occurrence of a Company Trigger Event (defined below) and prior to the Termination Date. Termination Date shall mean, subject to Section 10(a), the earliest of (i) the Effective Time of the Merger, (ii) 120 days after the date full payment contemplated by Section 9.3(a) of the Merger Agreement is made by Issuer to Grantee thereunder (or if, at the expiration of such period, the Stock Option cannot be exercised by reason of any applicablejudgment, decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed), (iii) the date of the termination of the Merger Agreement in circumstances which do not constitute a Company Trigger Event or (iv) the first anniversary of the date of termination of the Merger Agreement. Notwithstanding the occurrence of the Termination Date, Grantee shall be entitled to purchase Option Shares pursuant to any exercise of the Stock Option, on the terms and subject to the conditions hereof, to the extent Grantee exercised the Stock Option prior to the occurrence of the Termination Date. A Company Trigger Event shall mean an event the result of which is that the Fee required to be paid by Issuer to Grantee pursuant to Section 9.3(a) of the Merger Agreement is payable.(b) Grantee may purchase Option Shares pursuant to the Stock Option only if all of the following conditions are satisfied: (i) no preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States shall be in effect prohibiting delivery of the Option Shares, (ii) any waiting period applicable to the purchase of the Option Shares under the HSR Act shall have expired or been terminated, and (iii) any prior notification to or approval of any other regulatory authority in the United States or elsewhere required in connection with such purchase shall have been made or obtained, other than those which if not made or obtained would not reasonably be expected to result in asignificant detriment to Issuer and its Subsidiaries, taken as a whole.(c) If Grantee shall be entitled to and wishes to exercise the Stock Option, it shall do so by giving Issuer written notice (the Stock Exercise Notice ) to such effect, specifying the number of Option Shares to be purchased and a place and closing date not earlier than three business days nor later than 10 business days from the date of such Stock Exercise Notice. If the closing cannot be consummated on such date because any condition to the purchase of Option Shares set forth in Section 3(b) has not been satisfied or as a result of any restriction arising under any applicable law or regulation, the closing shall occur five days (or such earlier time as Grantee may specify) after satisfaction of all such conditions and the cessation of all such restrictions.(d) So long as the Stock Option is exercisable pursuant to the terms of Section 3(a), Grantee may elect to send a written notice to Issuer (the Cash Exercise Notice ) specifying a date not later than _________ business days and not earlier than 5 business days following the date such notice is given on which date Issuer shall pay to Grantee in exchange for the cancellation of the relevant portion of the Stock Option an amount in cash equal to the Spread (as hereinafter defined) multiplied by all or such relevant portion of the Option Shares subject to the Stock Option as Grantee shallspecify. As used herein, Spread shall mean the excess, if any, over the Exercise Price of the higher of (x) if applicable, the highest price per share of Common Stock paid or proposed to be paid by any Person pursuant to any Acquisition Proposal relating to Issuer (the Proposed Alternative Transaction Price ) or (y) the average of the closing prices of the shares of Common Stock on the principal securities exchange or quotation system on which the Common Stock is then listed or traded as reported in The Wall Street Journal (but subject to correction for typographical or other manifest errors in such reporting) for the five consecutive trading days immediately preceding the date on which the Cash Exercise Notice is given (the Average Market Price ). If the Proposed Alternative Transaction Price includes any property other than cash, the Proposed Alternative Transaction Price shall be the sum of (i) the fixed cash amount, if any, included in the Proposed Alternative Transaction Price plus (ii) the fair market value of such other property. If such other property consists of securities with an existing public trading market, the average of the closing prices (or the average of the closing bid and asked prices if closing prices are unavailable) for such securities in their principal public trading market on the five trading days ending five days prior to the date on which the Cash Exercise Notice is given shall be deemed to equal the fair market value of such property. If such other property includes anything other than cash or securities with an existing public trading market, the Proposed Alternative Transaction Price shall be deemed to equal the Average Market Price. Upon exercise of its right pursuant to this Section 3(d) and thereceipt by Grantee of the applicable cash amount with respect to the Option Shares or the applicable portion thereof, the obligations of Issuer to deliver Option Shares pursuant to Section 3(e) shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice. The Spread shall be appropriately adjusted, if applicable, to give effect to Section 5.(e) (i) At any closing pursuant to Section 3(c) hereof, Grantee shall make payment to Issuer of the aggregate purchase price for the Option Shares to be purchased and Issuer shall deliver to Grantee a certificate representing the purchased Option Shares, registered in the name of Grantee or its designee and (ii) at any closing pursuant to Section 3(d) hereof, Issuer will deliver to Grantee cash in an amount determined pursuant to Section 3(d) hereof. Any payment made by Grantee to Issuer, or by Issuer to Grantee, pursuant to this Agreement shall be made by wire transfer of immediately available funds to a bank designated by the party receiving such funds, provided that the failure or refusal by Issuer to designate such a bank account shall not preclude Grantee from exercising the Stock Option. If at the time of the issuance of Option Shares pursuant to the exercise of the Stock Option, rights pursuant to any shareholder rights plan are outstanding, then the Option Shares issued pursuant to such exercise shall be accompanied by corresponding shareholder rights.(f) Certificates for Common Stock delivered at the closing described in Section 3(c) hereof shall be endorsed with a restrictive legend which shall read substantially as follows:The transfer of the shares represented by this certificate is subject to resale restrictions arising under the Securities Act of 1933, as amended.It is understood and agreed that the above legend shall be removed by delivery of substitute certificate(s) without this reference (i) if Grantee shall have delivered to Issuer a copy of a no-action letter from the staff of the Securities and Exchange Commission, or a written opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the effect that such legend is not required for purposes of, or resale may be effected pursuant to an exemption from registration under, the Securities Act or (ii) in connection with any sale registered under the Securities Act. In addition, these certificates shall bear any other legend as may be required by applicable law.Section 4. Representations of Grantee. Grantee hereby represents and warrants to Issuer that any Option Shares acquired by Granteeupon the exercise of the Stock Option will not be, and the Stock Option is not being, acquired by Grantee with the intention of making a public distribution thereof, other than pursuant to an effective registration statement under the Securities Act or otherwise in compliance with the Securities Act.Section 5. Adjustment upon Changes in Capitalization or Merger.(a) In the event of any change in the outstanding shares of Common Stock by reason of a stock dividend, stock split, reverse stock split, split-up, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or similar transaction which would affect Grantee’s rights hereunder, the type and number of shares or securities purchasable upon the exercise of the Stock Option and the Exercise Price shall be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that Grantee will receive upon exercise of the Stock Option a number and class of shares or amount of other securities or property that Grantee would have received in respect of the Option Shares had the Stock Option been exercised immediately prior to such event or the record date therefor, as applicable. In no event shall the number of shares of Common Stock subject to the Stock Option exceed X% of the number of shares of Common Stock issued and outstanding at thetime of first exercise (without giving effect to any shares subject or issued pursuant to the Stock Option).(b) Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Stock Option is adjusted as provided in this Section 5, the Exercise Price shall be adjusted by multiplying the Exercise Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment.(c) Without limiting or altering the parties’ rights and obligations under the Merger Agreement, in the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or one of its Subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Grantee or one of its Subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with this merger, the shares of Common Stock outstanding immediately prior to the consummation of this merger will be changed into or exchanged for stock or other securities of Issuer or any other Person or cash or any other property, or the shares of Common Stock outstandingimmediately prior to the consummation of such merger will, after such merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing this transaction shall make proper provision so that the Stock Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Option Shares had the Stock Option been exercised immediately prior to such consolidation, merger, sale or transfer or the record date therefor, as applicable, and will make any other necessary adjustments. Issuer shall take such steps in connection with such consolidation, merger, liquidation or other transaction as may be reasonably necessary to assure that the provisions hereof shall thereafter apply as nearly as possible to any securities or property thereafter deliverable upon exercise of the Stock Option.Section 6. Further Assurances; Remedies.(a) Issuer agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of CommonStock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement).(b) Issuer agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by Issuer.(c) Issuer agrees that promptly after the occurrence of a Company Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval ofany other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee in Grantee’s preparing and processing the required notices or applications) in order to permit Grantee to exercise the Stock Option and purchase Option Shares pursuant to such exercise.(d) The parties agree that Grantee would be irreparably damaged if for any reason Issuer failed, in breach of its obligations hereunder, to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by Issuer. Accordingly, if Grantee should institute an action or proceeding seeking specific enforcement of the provisions hereof, Issuer hereby waives the claim or defense that Grantee has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Issuer further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Grantee may have against Issuer for any failure to perform its obligations underthis Agreement.Section 7. Listing of Option Shares. Promptly after the occurrence of a Company Trigger Event and from time to time thereafter if necessary, Issuer will apply to list all of the Option Shares subject to the Stock Option on the NYSE and will use its reasonable best efforts to obtain approval of such listing as soon as practicable.Section 8. Registration of the Option Shares.(a) If, within two years of the exercise of the Stock Option, Grantee requests Issuer in writing to register under the Securities Act any of the Option Shares received by Grantee hereunder, Issuer will use its reasonable best efforts to cause the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith Issuer shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Grantee’s request) a registration statement under the Securities Act (which complies with the requirements of applicable federal and state securities laws) to effect such registration on an appropriate form, which would permit thesale of the Option Shares by Grantee in accordance with the plan of disposition specified by Grantee in its request. Issuer shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence; provided, however, that Issuer may postpone the filing of a registration statement relating to a registration request by Grantee under this Section 8 for a period of time (not in excess of 90 days) if in Issuer’s reasonable, good faith judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential (but in no event shall Issuer exercise such postponement right more than once in any twelve month period).(b) Issuer shall notify Grantee in writing not less than 10 days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock. If Grantee wishes to have any portion of its Option Shares included in such registration statement, it shall advise Issuer in writing to that effect within two business days following receipt of such notice, and Issuer will thereupon include the number of Option Shares indicated by Grantee under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on a commerciallyreasonable basis, priority shall be given to securities intended to be registered by Issuer for its own account and, thereafter, Issuer shall include in such registration Option Shares requested by Grantee to be included therein pro rata with the shares of Common Stock intended to be included therein by other stockholders of Issuer.(c) All expenses relating to or in connection with any registration contemplated under this Section 8 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at Issuer’s expense except for underwriting discounts or commissions and brokers’ fees. Issuer and Grantee agree to enter into a customary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. Issuer shall indemnify and hold harmless Grantee, its officers, directors, agents, other controlling persons and any underwriters retained by Grantee in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Grantee, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Grantee or its underwriters to Issuer. Grantee and itsunderwriters, respectively, shall indemnify and hold harmless Issuer to the same extent with respect to information furnished in writing to Issuer by Grantee and such underwriters, respectively.Section 9. Repurchase Election.(a) Grantee shall have the option, at any time and from time to time commencing upon the first occurrence of a Company Trigger Event in which the consideration to be received by Issuer or its stockholders, as the case may be, upon consummation of an Acquisition Proposal consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer’s stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Acquisition Proposal, to send a written notice to Issuer (a Repurchase Notice ) that it will require Issuer (or any successor entity thereof) to pay to Grantee the Repurchase Fee (as defined below) as provided in Section 9(b) below, upon delivery by Grantee of the shares of Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers the Repurchase Notice under this Section 9 is referred to as the Repurchase Request Date . The Repurchase Fee shall be equal to the sum of the following:(i) the aggregate Exercise Price paid by Grantee for any shares of Common Stock acquired pursuant to the Stock Option with respect to which Grantee then has beneficial ownership; and(ii) subject to the maximum amounts specified in Section 11, the Spread, multiplied by the number of shares of Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee then has beneficial ownership.(b) If Grantee exercises its rights under this Section 9, within five business days after the Repurchase Request Date, (i) Issuer shall pay by wire transfer to Grantee the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, and (ii) Grantee shall surrender to Issuer certificates evidencing the shares of Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever.(c) Issuer shall use its reasonable best efforts to ensure that it can fully perform all of its obligations under this Section 9 underapplicable law.Section 10. Miscellaneous.(a) Extension of Exercise Periods. The periods during which Grantee may exercise its rights under Sections 2 and 3 hereof shall be extended in each such case at the request of Grantee to the extent necessary to avoid liability by Grantee under Section 16(b) of the Exchange Act by reason of such exercise and to the extent necessary to obtain all regulatory approvals required for the exercise of such rights.(b) Amendments; Entire Agreement. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. This Agreement, together with the Merger Agreement (including any exhibits and schedules thereto), contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transactions.(c) Notices. All notices, requests and other communications to either party hereunder shall be in writing (including facsimile or similar writing) and shall be given, if to Grantee, to:。
Notice of Stock Option Grant职工优先认股权协议完整篇.doc
Notice of Stock Option Grant职工优先认股权协议-You have been granted the following option to purchase Common Stock of AAA,Inc. (the Company ):Name of Optionee: _________Total Number of Shares Granted: _________Type of Option: _________Exercise Price Per Share: $ ,_________Date of Grant: _________,_________,_________Date Exercisable: This option may beexercised,in accordance withthe vesting schedule.Vesting Commencement Date: _________,_________,_________Vesting Schedule: This option shall becomeexercisable with respect tooptions to purchase the first_________% the Shares when youcomplete _________ months ofcontinuous service with theCompany or a subsidiary of theCompany from the vestingcommencement date and withrespect to an additional _________%of the Shares subject to thisoption when you complete eachmonth of continuous servicethereafter.Expiration Date: _________,_________,_________In the event a Change in Control occurs (as defined in the attached Stock Option Agreement) before your employment terminates and (1) your service with the Company or a subsidiary of the Company is terminated by the Company or its successor without Cause or (2) your scope of responsibilities are materially reduced or (3) you’re your salary is reduced (other than in a Company wide reduction in salary) then your stock option granted hereunder will immediately be fully vested and exercisable with respect to all shares. For purposes of the forgoing, Cause shall mean: (1) any breach of the Proprietary Information and Inventions Agreement between you and the Company or any other written agreementbetween you and the Company if such breach causes material harm to the Company; (2) any willful misconduct that causes material harm to the Company, including without limitation repeated failure to follow the directions of the person to whom you report; (3) conviction of, or plea of guilty or no contest to a felony under the laws of the US or any state thereof; (4) misappropriation of any assets of the Company or any other acts of Fraud or embezzlement; or the abuse of alcohol or controlled substances that has a detrimental effect upon your performance of duties for the Company.By your signature and the signature of th e Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Stock Option Agreement, which is attached to and made a part of this document.OPTIONEE: AAA,INC.By:_________ By:_________Name:_________ Name:_________Title:_________AAA,INC. _________(YEAR) NON-PLANSTOCK OPTION AGREEMENTTax Treatment This option is intended to be a nonstatutory option, as provided in the Notice of Stock Option Grant.Vesting This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant.In addition, this option becomes exercisable infull if your service as an employee, consultant ordirector of the Company or a subsidiary of theCompany terminates because of death. If yourservice as an employee, consultant or director ofthe Company (or a subsidiary of the Company) terminates because of total and permanentdisability, then the exercisable portion of thisoption will be determined by adding 12 months toyour actual period of service.Except for the acceleration provisions specified inthe grant, no additional shares become exercisableafter your service as an employee, consultant ordirector of the Company or a subsidiary of the Company has terminated for any reason.Term This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shownin the Notice of Stock Option Grant. (It willexpire earlier if your service terminates, as described below.)Regular If your service as an employee, Termination consultant or director of the Company or a subsidiary of the Company terminates for any reason except death or total and permanent disability,then this option will expire at the close ofbusiness at Company headquarters on the date three months after your termination date. The Company determines when your service terminates for this purpose.Death If you die as an employee, consultant or director of the Company or a subsidiary of the Company, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death.Disability If your service as an employee, consultant ordirector of the Company or a subsidiary of theCompany terminates because of your total andpermanent disability, then this option will expireat the close of business at Company headquarters onthe date six months after your termination date.For all purposes under this Agreement, total and permanentdisability means that you are unable to engage in anysubstantial gainful activity by reason of any medicallydeterminable physical or mental impairment which can beexpected to result in death or which has lasted, or can beexpected to last, for a continuous period of not less thanone year.Leaves of Absence For purposes of this option, your service does not terminatewhen you go on a military leave, a sick leave or anotherbona fide leave of absence, if the leave was approved by theCompany in writing and if continued crediting of service isrequired by the terms of the leave or by applicable law. Butyour service terminates when the approved leave ends, unlessyou immediately return to active work.Restrictions on The Company will not permit you to exercise this optionExercise if the issuance of shares at that time would violateany law or regulation.Notice of Exercise When you wish to exercise this option, you must notify theCompany by filing the proper Notice of Exercise form atthe address given on the form. Your notice must specify howmany shares you wish to purchase. Your notice must alsospecify how your shares should be registered (in your nameonly or in your and your spouse’s names as communityproperty or as joint tenants with right of survivorship).The notice will be effective when it is received by theCompany.If someone else wants to exercise this option after yourdeath, that person must prove to the Company’s satisfactionthat he or she is entitled to do so.Form of Payment When you submit your notice of exercise, you must includepayment of the option exercise price for the shares you arepurchasing. Payment may be made in one (or a combination of two or more) of the following forms:. Your personal check, a cashier’s check or a money order.. Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of the exercise price if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes.. Irrevocable directions to a securities broker approvedby the Company to sell all or part of your optionshares and to deliver to the Company from the sale proceeds an amount sufficient to pay the optionexercise price and any withholding taxes. (The balanceof the sale proceeds, if any, will be delivered toyou.) The directions must be given by signing a specialNotice of Exercise form provided by the Company.. Irrevocable directions to a securities broker or lenderapproved by the Company to pledge option shares assecurity for a loan and to deliver to the Company fromthe loan proceeds an amount sufficient to pay theoption exercise price and any withholding taxes. Thedirections must be given by signing a special Noticeof Exercise form provided by the Company.WithholdingTaxes and You will not be allowed to exercise this option unless youStock Withholding make arrangements acceptable to the Company to pay anywithholding taxes that may be due as a result of the optionexercise. These arrangements may include withholding sharesof Company stock that otherwise would be issued to you when you exercise this option. The value of these shares,determined as of the effective date of the option exercise,will be applied to the withholding taxes.Restrictions on By signing this Agreement, you agree not to sell any optionResale shares at a time when applicable laws, Company policies oran agreement between the Company and its underwritersprohibit a sale. This restriction will apply as long as youare an employee, consultant or director of the Company or asubsidiary of the Company.Transfer of Option Prior to your death, only you may exercise this option. Youcannot transfer or assign this option. For instance, you maynot sell this option or use it as security for a loan. Ifyou attempt to do any of these things, this option willimmediately become invalid. You may, however, dispose ofthis option in your will or a beneficiary designation.Regardless of any marital property settlement agreement, theCompany is not obligated to honor a notice of exercise fromyour former spouse, nor is the Company obligated torecognize your former spouse’s interest in your option inany other way.Retention Rights Neither your option nor this Agreement give you the right tobe retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve theright to terminate your service at any time, with or withoutcause.Committee This Agreement shall be administered by the Committee. TheCommittee shall consist exclusively of two or more directorsof the Company, who shall be appointed by the Board. Inaddition, the composition of the Committee shall satisfy:(a) Such requirements as the Securities and ExchangeCommission may establish for administrators acting underplans intended to qualify for exemption under Rule 16b-3 (orits successor) under the Exchange Act; and(b) Such requirements as the Internal Revenue Servicemay establish for outside directors acting under plansintended to qualify for exemption under section 162(m)(4)(C)of the Code.The Committee shall interpret the Agreement. The Committee’s determinations under this Agreement made in good faith shall befinal and binding on all persons.Stockholder Rights You, or your estate or heirs, have no rights as a stockholderof the Company until you have exercised this option by giving the required notice to the Company and paying the exerciseprice. No adjustments are made for dividends or other rightsif the applicable record date occurs before you exercise thisoption,except as described below.Adjustments In the event of a subdivision of the outstanding CommonShares, a declaration of a dividend payable in Common Shares,a declaration of a dividend payable in a form other thanCommon Shares in an amount that has a material effect on theprice of Common Shares,a combination or consolidation of the outstanding Common Shares(by reclassification or otherwise)into a lesser number of Common Shares, a recapitalization, aspin-off or a similar occurrence,the Committee shall make such adjustments as it, in its sole discretion, deems appropriatein one or more of (a) the number of Common Shares covered byeach outstanding Option or (b) the Exercise Price under eachoutstanding Option. Except as provided in this paragraph, anOptionee no rights by reason of any issue by the Company ofstock of any class or securities convertible into stock of anyclass, any subdivision or consolidation of shares of stock ofany class, the payment of any stock dividend or any otherincrease or decrease in the number of shares of stock of anyclass. To the extent not previously exercised, Options shall terminate immediately prior to the dissolution or liquidationof the Company.In the event that the Company is a party to a merger or other reorganization, outstanding Options and Restricted Shares shall be subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary, (c) the substitution by the surviving corporationor its parent or subsidiary of its own awards for the outstanding Awards,(d) full exercisability or vesting and accelerated expiration of the outstanding Awards or (e) settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards.Within the limitations of this Agreement, the Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or herrights or obligations under such Option. The Committee mayat any time (a) offer to buy out for a payment in cash orcash equivalents an Option previously granted or (b)authorize an Optionee to elect to cash out an Optionpreviously granted, in either case at such time and basedupon such terms and conditions as the Committee shallestablish.Deferral of The Committee (in its sole discretion) may permit or requireDelivery of Shares an Optionee to have Common Shares that otherwise would bedelivered to such Optionee as a result of the exercise of anOption converted into amounts credited to a deferredcompensation account established for such Optionee by theCommittee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value ofsuch Common Shares as of the date when they otherwise would have been delivered to such Optionee. A deferredcompensation account established under this paragraph may be credited with interest or other forms of investment return,as determined by the Committee. An Optionee for whom such anaccount is established shall have no rights other than thoseof a general creditor of the Company. Such an account shallrepresent an unfunded and unsecured obligation of theCompany and shall be subject to the terms and conditions of the applicable agreement between such Optionee and the Company. If the conversion of Options is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such conversion, including (without limitation) the settlement of deferred compensation accounts established under this paragraph.. Affiliate means any entity other than a Subsidiary,if the Company and/or one or more Subsidiaries own not less than _________% of such entity.. Award means any award of an Option or a Restricted Share under the Plan.. Board means the Company’s Board of Directors, as constituted from time to time.. Change in Control shall mean:(a) The consummation of a merger or consolidation ofthe Company with or into another entity or any other corporate reorganization, if persons who were notstockholders of the Company immediately prior to suchmerger, consolidation or other reorganization ownimmediately after such merger, consolidation or otherreorganization _________% or more of the voting power of the outstanding securities of each of (i) the continuing orsurviving entity and (ii) any direct or indirect parentcorporation of such continuing or surviving entity;(b) The sale, transfer or other disposition of all orsubstantially all of the Company’s assets;(c) A change in the composition of the Board, as aresult of which _________% or fewer of the incumbent directors aredirectors who either (i) had been directors of the Companyon the date _________ months prior to the date of the event that may constitute a Change in Control (the originaldirectors ) or (ii) were elected, or nominated for election,to the Board with the affirmative votes of at least amajority of the aggregate of the original directors who werestill in office at the time of the election or nominationand the directors whose election or nomination waspreviously so approved; or(d) Any transaction as a result of which any person isthe beneficial owner (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of theCompany representing at least _________% of the total voting powerrepresented by the Company’s then outs tanding votingsecurities. For purposes of this Subsection (d), the termperson shall have the same meaning as when used insections 13(d) and 14(d) of the Exchange Act but shallexclude (i) a trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly orindirectly by Definitions the stockholders of the Company insubstantially the same proportions as their ownership of thecommon stock of the Company.A transaction shall not constitute a Change in Control if itssole purpose is to change the state of the Company’sincorporation or to create a holding company that will be ownedin substantially the sameproportions by the persons who held the Company’s securitiesimmediately before such transaction.. Code means the Internal Revenue Code of 1986, as amended.. Committee means a committee of the Board, as described inArticle 2.. Common Share means one share of the common stock of theCompany.. Company means AAA,Inc., a _________(PLACENAME) corporation.. Consultant means a consultant or adviser who provides bona fideservices to the Company, a Parent, a Subsidiary or an Affiliateas an independent contractor. Service as a Consultant shall beconsidered employment for all purposes of this Stock OptionAgreement.. Employee means a common-law employee of the Company, a Parent,a Subsidiary or an Affiliate.. Exchange Act means the Securities Exchange Act of 1934, as amended.. Exercise Price means the amount for which one Common Share maybe purchased upon exercise of such Option, as specified in theapplicable Stock Option Agreement.. Fair Market Value means the market price of Common Shares, determined by the Committee in good faith on such asis as itdeems appropriate. Whenever possible, the determination of FairMarket Value by the Committee shall be based on the pricesreported in The Wall Street Journal. Such determination shall be conclusive and binding on all persons.. NSO means a stock option not described in sections 422 or 423of the Code.. Option means an NSO granted under this Agreement and entitlingthe holder to purchase Common Shares.. Optionee means an individual or estate who holds an Option.. Outside Director shall mean a member of the Boardwho is not an Employee.. Parent means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if eachof the corporations other than the Company owns stock possessing50% or more of the total combined voting power of all classes ofstock in one of the other corporations in such chain. Acorporation that attains the status of a Parent on a date afterthe adoption of the Plan shall be considered a Parent commencingas of such date agreement between the Company and an Optioneethat contains the terms, conditions and restrictions pertainingto his or her Option.. Subsidiary means any corporation (other than the Company) in anunbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in theunbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the othercorporations in such chain.Applicable This Agreement will be interpreted and enforced under theLaw laws of the State of _________(PLACENAME) (without regard to theirchoice-of-law provisions).The Plan and OtherAgreements This Agreement constitutes the entire understanding between youand the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option aresuperseded. This Agreement may be amended only by another writtenagreement, signed by both parties.BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.Notice of Stock Option Grant职工优先认股权协议-1. GRANT OF OPTION. AAA, Inc., a _________(Placename) corporation (the COMPANY ), hereby grants to Optionee named in the Notice of Stock Option Grant (the OPTIONEE ), an option (the OPTION ) to purchase a total number of shares of Common Stock (the SHARES ) set forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice of Stock Option Grant (the EXERCISE PRICE ).2. EXERCISE OF OPTION. This Option shall be exercisable during its Term in accordance with the Exercise Schedule set out in the Notice of Stock Option Grant as follows:(a) RIGHT TO EXERCISE.(i) This Option may not be exercised for a fraction of a share.(ii) In the event of Optionee’s death, disability or other termination of employment or consulting service, the exercisability of the Option is governed by Sections 6, 7 and 8 below, subject tothe limitation contained in Section 2(a)(i).(iii) In no event may this Option be exercised after the date of expiration of the Term of this Option as set forth in the Notice of Stock Option Grant.(b) METHOD OF EXERCISE. This Option shall be exercisable by written notice (in the form attached as EXHIBIT A), the terms of which are hereby incorporated by reference into the terms of this Option. The notice shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be required by the Company. Such written notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.(c) COMPLIANCE WITH LAW. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of applicable lawand the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.3. OPTIONEE’S REPRESENTATIONS. In the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act at the time this Option is exercised, Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company Optionee’s Investment Representation Statement in the form attached hereto as EXHIBIT B.4. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee:(a) cash;(b) check;(c) surrender of other shares of Common Stock of the Company which (i) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by Optionee for more than six (6) months on the date of surrender, and (ii) have a fair market value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised;(d) if there is a public market for the Shares and they are registered under the Securities Act, delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the exercise price; or(e) such other consideration, including promissory notes, as may be determined by the Board in its absolute discretion to the extent permitted under Sections 408 and 409 of the _________(Placename) General Corporation Law.5. RESTRICTIONS ON EXERCISE. This Option may not be exercised until the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would not constitute a violation of any applicable federal or state securities orother law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation.6. TERMINATION OF RELATIONSHIP. In the event of termination of Optionee’s Continuous Status as an Employee or Consultant, Optionee may, to the extent otherwise so entitled at the date of such termination (the TERMINATION DATE ), exercise this Option during the period ending on the Expiration Date set out in the Notice of Option Grant. To the extent that Optionee was not entitled to exercise this Option at such Termination Date, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.7. DISABILITY OF OPTIONEE.(a) Notwithstanding the provisions of Section 6 above, in the event of termination of Continuous Status as an Employee or Consultant as a result of Optionee’s total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but onlywithin twelve (12) months from the Termination Date (but in no event later than the date of expiration of the Term of this Option as set forth in the Notice of Stock Option Grant and in Section 10 below), exercise this Option to the extent Optionee was entitled to exercise it as of such Termination Date. To the extent that Optionee was not entitled to exercise the Option as of the Termination Date, or if Optionee does not exercise such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate.(b) Notwithstanding the provisions of Section 6 above, in the event of termi nation of Optionee’s consulting relationship or Continuous Status as an Employee as a result of any disability not constituting a total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within six (6) months from the Termination Date (but in no event later than the date of expiration of the Term of this Option as set forth in the Notice of Stock Option Grant and in Section 10 below), exercise this Option to the extent Optionee was entitled to exercise it as of such Termination Date. To the extent that Optionee was not entitled to exercise the Option at the Termination Date, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.8. DEATH OF OPTIONEE. In the event of the death of。
员工股权认购协议书(范本格式)
千里之行，始于足下。
员工股权认购协议书(范本格式)员工股权认购协议书甲方：（公司名称）乙方：（股权认购的员工姓名）鉴于：1、甲方是一家合法成立并有效存续的公司，具备合法行为能力；2、乙方是甲方的员工，对甲方公司的运营、经营和发展贡献了较大的努力和贡献；3、甲方为了激励乙方的积极性和创新能力，决定将一部分股权作为激励方式，转让给乙方。
根据《中华人民共和国公司法》等相关法律、法规的规定，甲乙双方经友好协商达成一致，特立此员工股权认购协议（以下简称“本协议”）：第一条股权交易的基本情况1. 甲方授予乙方认购股权的期权，即乙方有权认购甲方公司存续期限内股份总数不超过*%的股权；2. 乙方同意以人民币（或其他法定货币）*元的价格认购上述股权；3. 股权的认购支付方式：乙方应于签订本协议之日起*天内支付股权认购资金。
第二条股权交易的限制第1页/共3页锲而不舍，金石可镂。
1. 乙方不得将认购的股权转让给任何第三方，并且不得以任何方式对外进行处分；2. 乙方在甲方公司授予的股权自行行权或转让后，需要向其他股东以及甲方公司等相关方支付相应的税费和费用，并且承担一切由此产生的义务和责任；3. 若乙方违反以上约定，甲方有权向乙方追偿认购所得股权的全部收益，并且对于乙方的违约行为，甲方保留追究其法律责任的权利。
第三条股权行使的条件1. 乙方在甲方公司存续期限内，具备对甲方公司的工作经验和贡献，并且获得甲方公司的股权激励计划认可时，有权行使股权；2. 乙方需要在行使股权时，向甲方公司提前*个月书面告知，并且经甲方公司同意后方可行使。
第四条公司治理1. 乙方作为公司的股东，享有相应的股东权益，包括但不限于参与公司事务的决策、监督和利益分享等；2. 乙方承诺在合法、公正、公平的原则下行使股东权益，并且不以任何方式损害甲方公司股东的合法权益。
第五条陈述与保证1. 甲方保证其是法定的公司，并且对本协议的签署和履行有合法、有效、必要的授权；2. 乙方保证其对所要求的资产或权益的支配权拥有合法、有效的权利；3. 双方保证本协议的签署和履行不会违反任何法律、法规以及第三方的权益。
股权优先认购协议书范本
股权优先认购协议书范本甲方（出让方）：________________________地址：_________________________________法定代表人：__________________________职务：_________________________________乙方（受让方）：________________________地址：_________________________________法定代表人：__________________________职务：_________________________________鉴于甲方为________________（以下简称“目标公司”）的股东，持有目标公司______%的股权。
甲方有意转让其所持有的目标公司股权，乙方作为目标公司的股东，根据《中华人民共和国公司法》及相关法律法规的规定，享有优先认购权。
经双方协商一致，就股权优先认购事宜达成如下协议：第一条股权转让1.1 甲方同意将其持有的目标公司______%的股权转让给乙方。
1.2 乙方同意按照本协议约定的条件和价格，优先认购甲方拟转让的股权。
第二条转让价格2.1 双方同意，本次股权转让的价格为人民币______元（大写：______）。
2.2 股权转让价格的确定基于目标公司截至______年______月______日的财务状况及市场价值。
第三条支付方式3.1 乙方应于本协议签订之日起______个工作日内，向甲方支付股权转让款的______%作为定金。
3.2 余下的股权转让款，乙方应于股权变更登记手续完成之日起______个工作日内一次性支付给甲方。
第四条股权变更登记4.1 甲方应在收到定金后______个工作日内，协助乙方办理股权变更登记手续。
4.2 股权变更登记手续完成后，乙方即成为目标公司的股东，享有相应的股东权利并承担相应的股东义务。
第五条陈述与保证5.1 甲方保证其对拟转让的股权拥有完整的所有权，且该股权未设置任何抵押、质押或其他权利负担。
员工股份协议范文3篇
员工股份协议范文3篇篇1员工股份协议范文一、协议的目的为了激励员工的积极性，提高公司的整体业绩，特制定员工股份协议。
通过此协议，员工可以获得公司股份作为奖励，同时也能够让员工更加忠诚和投入地为公司工作。
二、协议基本条款1. 股份数量：根据员工在公司的贡献及表现，公司将按照一定比例分配公司股份给员工。
2. 股份转让：员工获得的公司股份在一定期限内不得转让，转让后果自负。
3. 股份回购：员工离职后，公司可按照一定规定回购员工持有的公司股份。
4. 股份分红：员工持有的公司股份享有相应的分红权。
5. 协议期限：此协议自双方签署之日起生效，有效期为五年，到期可续签。
6. 协议变更：如有必要，双方可协商变更协议内容。
7. 协议解除：如有一方违反协议约定，另一方有权解除本协议。
三、协议签署公司代表：______________（签字）员工代表：______________（签字）日期：__________________请注意：此协议为内部文件，未经双方协商一致，不得向外泄露。
如有违反，责任自负。
以上为员工股份协议范文，可根据具体情况和需求进行调整和修改。
希望此协议能够为公司激励员工、提高整体业绩起到有效的作用。
篇2员工股份协议范文一、协议目的本协议旨在规范公司员工持股行为，促进公司与员工之间的利益共享，增强员工对公司的归属感和凝聚力，共同推动公司的发展和壮大。
二、协议主体1. 协议签订方：公司与员工2. 协议签订日期：年月日三、协议内容1. 股份分配公司将向员工分配一定数量的股份，员工持有股份的数量由公司和员工根据员工的工作表现、贡献、资历等因素共同决定。
公司将向员工提供相应的股份登记证明。
2. 股份出让员工持有的股份不得私自转让或处置，员工有意转让股份需提前向公司申报，并经公司同意后方可进行。
公司将优先购买员工持有的股份。
3. 股份收益员工持有的股份将享有相应的收益权，包括分红权、增值权等。
公司将根据业绩情况合理分配股份收益，员工有权按照公司相关规定领取相应收益。
2024年员工股份协议范本3篇
2024年员工股份协议范本3篇篇1一、协议前言鉴于双方基于相互信任与合作的基础，经友好协商一致，本股份协议旨在明确员工与本公司之间的股权关系及相关权益和责任。
本协议自双方签署之日起生效，具有法律约束力。
二、协议主体甲方：（公司名称）乙方：（员工姓名）三、股份安排1. 乙方作为甲方的一名优秀员工，经公司评估与认可，将获得甲方一定数量的股份。
具体股份数量根据乙方的职位、表现、贡献及公司实际情况而定。
2. 乙方所获得的股份比例、种类和分配方式应明确列出，并在本协议中详细记载。
四、权益分配1. 乙方享有与其持有的股份相应的权益，包括但不限于利润分配权、剩余财产分配权等。
2. 甲方的盈利分配方案、剩余财产分配方案等应明确列出，并遵守相关法律法规及本协议的规定。
3. 乙方的股份权益受到法律保护，未经乙方同意，甲方不得擅自削减或剥夺乙方的股份权益。
五、责任和义务1. 乙方需遵守甲方的公司章程及相关规定，履行股东义务，积极参与公司管理。
2. 乙方需保护甲方的商业机密和机密信息，不得将其泄露给第三方。
3. 乙方需积极努力工作，为公司的发展作出贡献。
4. 甲方有义务保障乙方的合法权益，为乙方提供必要的工作支持和资源。
5. 甲方有义务按时、足额地向乙方支付股息和利润分红。
六、股权转让与变动1. 在协议期限内，未经甲方同意，乙方不得擅自转让其持有的股份。
2. 若乙方因故需要转让股份，应提前与甲方协商，并经甲方同意后办理相关手续。
3. 若因乙方离职或其他原因需要变动股份，双方应协商并达成书面协议。
七、协议期限与终止1. 本协议自双方签署之日起生效，有效期为X年。
到期后，双方可协商续签。
2. 若乙方违反本协议规定的义务或职责，甲方有权终止本协议，并要求乙方承担相应的法律责任。
3. 协议终止时，双方应按照国家法律法规及本协议的规定处理股份及相关权益。
八、争议解决1. 本协议的履行过程中发生的争议，双方应友好协商解决。
2. 若协商不成，任何一方均可向有管辖权的人民法院提起诉讼。
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Notice of Stock Option Grant职工优先认股权协议-You have been granted the following option to purchase Common Stock of AAA,Inc. (the Company ):Name of Optionee: _________Total Number of Shares Granted: _________Type of Option: _________Exercise Price Per Share: $ ,_________Date of Grant: _________,_________,_________Date Exercisable: This option may beexercised,in accordance withthe vesting schedule.Vesting Commencement Date: _________,_________,_________Vesting Schedule: This option shall becomeexercisable with respect tooptions to purchase the first_________% the Shares when youcomplete _________ months ofcontinuous service with theCompany or a subsidiary of theCompany from the vestingcommencement date and withrespect to an additional _________%of the Shares subject to thisoption when you complete eachmonth of continuous servicethereafter.Expiration Date: _________,_________,_________In the event a Change in Control occurs (as defined in the attached Stock Option Agreement) before your employment terminates and (1) your service with the Company or a subsidiary of the Company is terminated by the Company or its successor without Cause or (2) your scope of responsibilities are materially reduced or (3) you’re your salary is reduced (other than in a Company wide reduction in salary) then your stock option granted hereunder will immediately be fully vested and exercisable with respect to all shares. For purposes of the forgoing, Cause shall mean: (1) any breach of the Proprietary Information and Inventions Agreement between you and the Company or any other written agreementbetween you and the Company if such breach causes material harm to the Company; (2) any willful misconduct that causes material harm to the Company, including without limitation repeated failure to follow the directions of the person to whom you report; (3) conviction of, or plea of guilty or no contest to a felony under the laws of the US or any state thereof; (4) misappropriation of any assets of the Company or any other acts of Fraud or embezzlement; or the abuse of alcohol or controlled substances that has a detrimental effect upon your performance of duties for the Company.By your signature and the signature of th e Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Stock Option Agreement, which is attached to and made a part of this document.OPTIONEE: AAA,INC.By:_________ By:_________Name:_________ Name:_________Title:_________AAA,INC. _________(YEAR) NON-PLANSTOCK OPTION AGREEMENTTax Treatment This option is intended to be a nonstatutory option, as provided in the Notice of Stock Option Grant.Vesting This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant.In addition, this option becomes exercisable infull if your service as an employee, consultant ordirector of the Company or a subsidiary of theCompany terminates because of death. If yourservice as an employee, consultant or director ofthe Company (or a subsidiary of the Company) terminates because of total and permanentdisability, then the exercisable portion of thisoption will be determined by adding 12 months toyour actual period of service.Except for the acceleration provisions specified inthe grant, no additional shares become exercisableafter your service as an employee, consultant ordirector of the Company or a subsidiary of the Company has terminated for any reason.Term This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shownin the Notice of Stock Option Grant. (It willexpire earlier if your service terminates, as described below.)Regular If your service as an employee, Termination consultant or director of the Company or a subsidiary of the Company terminates for any reason except death or total and permanent disability,then this option will expire at the close ofbusiness at Company headquarters on the date three months after your termination date. The Company determines when your service terminates for this purpose.Death If you die as an employee, consultant or director of the Company or a subsidiary of the Company, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death.Disability If your service as an employee, consultant ordirector of the Company or a subsidiary of theCompany terminates because of your total andpermanent disability, then this option will expireat the close of business at Company headquarters onthe date six months after your termination date.For all purposes under this Agreement, total and permanentdisability means that you are unable to engage in anysubstantial gainful activity by reason of any medicallydeterminable physical or mental impairment which can beexpected to result in death or which has lasted, or can beexpected to last, for a continuous period of not less thanone year.Leaves of Absence For purposes of this option, your service does not terminatewhen you go on a military leave, a sick leave or anotherbona fide leave of absence, if the leave was approved by theCompany in writing and if continued crediting of service isrequired by the terms of the leave or by applicable law. Butyour service terminates when the approved leave ends, unlessyou immediately return to active work.Restrictions on The Company will not permit you to exercise this optionExercise if the issuance of shares at that time would violateany law or regulation.Notice of Exercise When you wish to exercise this option, you must notify theCompany by filing the proper Notice of Exercise form atthe address given on the form. Your notice must specify howmany shares you wish to purchase. Your notice must alsospecify how your shares should be registered (in your nameonly or in your and your spouse’s names as communityproperty or as joint tenants with right of survivorship).The notice will be effective when it is received by theCompany.If someone else wants to exercise this option after yourdeath, that person must prove to the Company’s satisfactionthat he or she is entitled to do so.Form of Payment When you submit your notice of exercise, you must includepayment of the option exercise price for the shares you arepurchasing. Payment may be made in one (or a combination of two or more) of the following forms:. Your personal check, a cashier’s check or a money order.. Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of the exercise price if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes.. Irrevocable directions to a securities broker approvedby the Company to sell all or part of your optionshares and to deliver to the Company from the sale proceeds an amount sufficient to pay the optionexercise price and any withholding taxes. (The balanceof the sale proceeds, if any, will be delivered toyou.) The directions must be given by signing a specialNotice of Exercise form provided by the Company.. Irrevocable directions to a securities broker or lenderapproved by the Company to pledge option shares assecurity for a loan and to deliver to the Company fromthe loan proceeds an amount sufficient to pay theoption exercise price and any withholding taxes. Thedirections must be given by signing a special Noticeof Exercise form provided by the Company.WithholdingTaxes and You will not be allowed to exercise this option unless youStock Withholding make arrangements acceptable to the Company to pay anywithholding taxes that may be due as a result of the optionexercise. These arrangements may include withholding sharesof Company stock that otherwise would be issued to you when you exercise this option. The value of these shares,determined as of the effective date of the option exercise,will be applied to the withholding taxes.Restrictions on By signing this Agreement, you agree not to sell any optionResale shares at a time when applicable laws, Company policies oran agreement between the Company and its underwritersprohibit a sale. This restriction will apply as long as youare an employee, consultant or director of the Company or asubsidiary of the Company.Transfer of Option Prior to your death, only you may exercise this option. Youcannot transfer or assign this option. For instance, you maynot sell this option or use it as security for a loan. Ifyou attempt to do any of these things, this option willimmediately become invalid. You may, however, dispose ofthis option in your will or a beneficiary designation.Regardless of any marital property settlement agreement, theCompany is not obligated to honor a notice of exercise fromyour former spouse, nor is the Company obligated torecognize your former spouse’s interest in your option inany other way.Retention Rights Neither your option nor this Agreement give you the right tobe retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve theright to terminate your service at any time, with or withoutcause.Committee This Agreement shall be administered by the Committee. TheCommittee shall consist exclusively of two or more directorsof the Company, who shall be appointed by the Board. Inaddition, the composition of the Committee shall satisfy:(a) Such requirements as the Securities and ExchangeCommission may establish for administrators acting underplans intended to qualify for exemption under Rule 16b-3 (orits successor) under the Exchange Act; and(b) Such requirements as the Internal Revenue Servicemay establish for outside directors acting under plansintended to qualify for exemption under section 162(m)(4)(C)of the Code.The Committee shall interpret the Agreement. The Committee’s determinations under this Agreement made in good faith shall befinal and binding on all persons.Stockholder Rights You, or your estate or heirs, have no rights as a stockholderof the Company until you have exercised this option by giving the required notice to the Company and paying the exerciseprice. No adjustments are made for dividends or other rightsif the applicable record date occurs before you exercise thisoption,except as described below.Adjustments In the event of a subdivision of the outstanding CommonShares, a declaration of a dividend payable in Common Shares,a declaration of a dividend payable in a form other thanCommon Shares in an amount that has a material effect on theprice of Common Shares,a combination or consolidation of the outstanding Common Shares(by reclassification or otherwise)into a lesser number of Common Shares, a recapitalization, aspin-off or a similar occurrence,the Committee shall make such adjustments as it, in its sole discretion, deems appropriatein one or more of (a) the number of Common Shares covered byeach outstanding Option or (b) the Exercise Price under eachoutstanding Option. Except as provided in this paragraph, anOptionee no rights by reason of any issue by the Company ofstock of any class or securities convertible into stock of anyclass, any subdivision or consolidation of shares of stock ofany class, the payment of any stock dividend or any otherincrease or decrease in the number of shares of stock of anyclass. To the extent not previously exercised, Options shall terminate immediately prior to the dissolution or liquidationof the Company.In the event that the Company is a party to a merger or other reorganization, outstanding Options and Restricted Shares shall be subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary, (c) the substitution by the surviving corporationor its parent or subsidiary of its own awards for the outstanding Awards,(d) full exercisability or vesting and accelerated expiration of the outstanding Awards or (e) settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards.Within the limitations of this Agreement, the Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or herrights or obligations under such Option. The Committee mayat any time (a) offer to buy out for a payment in cash orcash equivalents an Option previously granted or (b)authorize an Optionee to elect to cash out an Optionpreviously granted, in either case at such time and basedupon such terms and conditions as the Committee shallestablish.Deferral of The Committee (in its sole discretion) may permit or requireDelivery of Shares an Optionee to have Common Shares that otherwise would bedelivered to such Optionee as a result of the exercise of anOption converted into amounts credited to a deferredcompensation account established for such Optionee by theCommittee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value ofsuch Common Shares as of the date when they otherwise would have been delivered to such Optionee. A deferredcompensation account established under this paragraph may be credited with interest or other forms of investment return,as determined by the Committee. An Optionee for whom such anaccount is established shall have no rights other than thoseof a general creditor of the Company. Such an account shallrepresent an unfunded and unsecured obligation of theCompany and shall be subject to the terms and conditions of the applicable agreement between such Optionee and the Company. If the conversion of Options is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such conversion, including (without limitation) the settlement of deferred compensation accounts established under this paragraph.. Affiliate means any entity other than a Subsidiary,if the Company and/or one or more Subsidiaries own not less than _________% of such entity.. Award means any award of an Option or a Restricted Share under the Plan.. Board means the Company’s Board of Directors, as constituted from time to time.. Change in Control shall mean:(a) The consummation of a merger or consolidation ofthe Company with or into another entity or any other corporate reorganization, if persons who were notstockholders of the Company immediately prior to suchmerger, consolidation or other reorganization ownimmediately after such merger, consolidation or otherreorganization _________% or more of the voting power of the outstanding securities of each of (i) the continuing orsurviving entity and (ii) any direct or indirect parentcorporation of such continuing or surviving entity;(b) The sale, transfer or other disposition of all orsubstantially all of the Company’s assets;(c) A change in the composition of the Board, as aresult of which _________% or fewer of the incumbent directors aredirectors who either (i) had been directors of the Companyon the date _________ months prior to the date of the event that may constitute a Change in Control (the originaldirectors ) or (ii) were elected, or nominated for election,to the Board with the affirmative votes of at least amajority of the aggregate of the original directors who werestill in office at the time of the election or nominationand the directors whose election or nomination waspreviously so approved; or(d) Any transaction as a result of which any person isthe beneficial owner (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of theCompany representing at least _________% of the total voting powerrepresented by the Company’s then outs tanding votingsecurities. For purposes of this Subsection (d), the termperson shall have the same meaning as when used insections 13(d) and 14(d) of the Exchange Act but shallexclude (i) a trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly orindirectly by Definitions the stockholders of the Company insubstantially the same proportions as their ownership of thecommon stock of the Company.A transaction shall not constitute a Change in Control if itssole purpose is to change the state of the Company’sincorporation or to create a holding company that will be ownedin substantially the sameproportions by the persons who held the Company’s securitiesimmediately before such transaction.. Code means the Internal Revenue Code of 1986, as amended.. Committee means a committee of the Board, as described inArticle 2.. Common Share means one share of the common stock of theCompany.. Company means AAA,Inc., a _________(PLACENAME) corporation.. Consultant means a consultant or adviser who provides bona fideservices to the Company, a Parent, a Subsidiary or an Affiliateas an independent contractor. Service as a Consultant shall beconsidered employment for all purposes of this Stock OptionAgreement.. Employee means a common-law employee of the Company, a Parent,a Subsidiary or an Affiliate.. Exchange Act means the Securities Exchange Act of 1934, as amended.. Exercise Price means the amount for which one Common Share maybe purchased upon exercise of such Option, as specified in theapplicable Stock Option Agreement.. Fair Market Value means the market price of Common Shares, determined by the Committee in good faith on such asis as itdeems appropriate. Whenever possible, the determination of FairMarket Value by the Committee shall be based on the pricesreported in The Wall Street Journal. Such determination shall be conclusive and binding on all persons.. NSO means a stock option not described in sections 422 or 423of the Code.. Option means an NSO granted under this Agreement and entitlingthe holder to purchase Common Shares.. Optionee means an individual or estate who holds an Option.. Outside Director shall mean a member of the Boardwho is not an Employee.. Parent means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if eachof the corporations other than the Company owns stock possessing50% or more of the total combined voting power of all classes ofstock in one of the other corporations in such chain. Acorporation that attains the status of a Parent on a date afterthe adoption of the Plan shall be considered a Parent commencingas of such date agreement between the Company and an Optioneethat contains the terms, conditions and restrictions pertainingto his or her Option.. Subsidiary means any corporation (other than the Company) in anunbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in theunbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the othercorporations in such chain.Applicable This Agreement will be interpreted and enforced under theLaw laws of the State of _________(PLACENAME) (without regard to theirchoice-of-law provisions).The Plan and OtherAgreements This Agreement constitutes the entire understanding between youand the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option aresuperseded. This Agreement may be amended only by another writtenagreement, signed by both parties.BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.Notice of Stock Option Grant职工优先认股权协议-1. GRANT OF OPTION. AAA, Inc., a _________(Placename) corporation (the COMPANY ), hereby grants to Optionee named in the Notice of Stock Option Grant (the OPTIONEE ), an option (the OPTION ) to purchase a total number of shares of Common Stock (the SHARES ) set forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice of Stock Option Grant (the EXERCISE PRICE ).2. EXERCISE OF OPTION. This Option shall be exercisable during its Term in accordance with the Exercise Schedule set out in the Notice of Stock Option Grant as follows:(a) RIGHT TO EXERCISE.(i) This Option may not be exercised for a fraction of a share.(ii) In the event of Optionee’s death, disability or other termination of employment or consulting service, the exercisability of the Option is governed by Sections 6, 7 and 8 below, subject tothe limitation contained in Section 2(a)(i).(iii) In no event may this Option be exercised after the date of expiration of the Term of this Option as set forth in the Notice of Stock Option Grant.(b) METHOD OF EXERCISE. This Option shall be exercisable by written notice (in the form attached as EXHIBIT A), the terms of which are hereby incorporated by reference into the terms of this Option. The notice shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be required by the Company. Such written notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.(c) COMPLIANCE WITH LAW. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of applicable lawand the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.3. OPTIONEE’S REPRESENTATIONS. In the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act at the time this Option is exercised, Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company Optionee’s Investment Representation Statement in the form attached hereto as EXHIBIT B.4. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee:(a) cash;(b) check;(c) surrender of other shares of Common Stock of the Company which (i) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by Optionee for more than six (6) months on the date of surrender, and (ii) have a fair market value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised;(d) if there is a public market for the Shares and they are registered under the Securities Act, delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the exercise price; or(e) such other consideration, including promissory notes, as may be determined by the Board in its absolute discretion to the extent permitted under Sections 408 and 409 of the _________(Placename) General Corporation Law.5. RESTRICTIONS ON EXERCISE. This Option may not be exercised until the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would not constitute a violation of any applicable federal or state securities orother law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation.6. TERMINATION OF RELATIONSHIP. In the event of termination of Optionee’s Continuous Status as an Employee or Consultant, Optionee may, to the extent otherwise so entitled at the date of such termination (the TERMINATION DATE ), exercise this Option during the period ending on the Expiration Date set out in the Notice of Option Grant. To the extent that Optionee was not entitled to exercise this Option at such Termination Date, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.7. DISABILITY OF OPTIONEE.(a) Notwithstanding the provisions of Section 6 above, in the event of termination of Continuous Status as an Employee or Consultant as a result of Optionee’s total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but onlywithin twelve (12) months from the Termination Date (but in no event later than the date of expiration of the Term of this Option as set forth in the Notice of Stock Option Grant and in Section 10 below), exercise this Option to the extent Optionee was entitled to exercise it as of such Termination Date. To the extent that Optionee was not entitled to exercise the Option as of the Termination Date, or if Optionee does not exercise such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate.(b) Notwithstanding the provisions of Section 6 above, in the event of termi nation of Optionee’s consulting relationship or Continuous Status as an Employee as a result of any disability not constituting a total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within six (6) months from the Termination Date (but in no event later than the date of expiration of the Term of this Option as set forth in the Notice of Stock Option Grant and in Section 10 below), exercise this Option to the extent Optionee was entitled to exercise it as of such Termination Date. To the extent that Optionee was not entitled to exercise the Option at the Termination Date, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.8. DEATH OF OPTIONEE. In the event of the death of。