StockOptionPurchaseAgreement优先认股权购买合同.doc
StockPurchaseAgreement股票购买合同_114.doc
Stock Purchase Agreement股票购买合同- The parties, intending to be legally bound, agree as follows:1. SALE OF SHARES; CLOSING1.1 SALE OF SHARESSubject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Seller, in exchange for Buyer delivering to Seller $,_________ in cash (the PURCHASE CONSIDERATION ).1.2 CLOSINGThe purchase and sale provided for in this Agreement will take place (the CLOSING ) at the offices of DDD, at _________(ADDRESS), at _________ (local time) on the date that is _________ business days following the termination of the applicable waiting period under the Hart-Scott-Rodino AntitrustImprovements Act of 1976 or any successor law, and regulations and rules issued pursuant to that Act or any successor law (the HSR ACT ), or at such other time and place as the parties may agree (the CLOSING DATE ). Subject to the provisions of Section 7, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.1.3 CLOSING OBLIGATIONSAt the Closing:(a) Seller will deliver to Buyer:(i) the certificates representing the Shares owned by Seller, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; and(ii) a certificate executed by Seller representing and warranting to Buyer that each of Seller’s representations and warranties in thisAgreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.(b) Buyer will deliver to Seller:(i) $,_________ in cash by wire transfer of immediately available funds in accordance with Seller’s written wiring instructions; and(ii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.2. REPRESENTATIONS AND WARRANTIES OF SELLERSeller represents and warrants to Buyer as follows:2.1 AUTHORITYSeller has all requisite legal power and authority to execute and deliver this Agreement and to perform his obligations under this Agreement.2.2 AUTHORIZATIONNeither the execution, delivery or performance of this Agreement by Seller nor the consummation or performance of any or all of the transactions contemplated by this Agreement, including, without limitation, the sale of the Shares by Seller to Buyer, the performance by Buyer and Seller of their respective covenants and obligations under this Agreement, and Buyer’s acquisition and ownership of the Shares (the CONTEMPLATED TRANSACTIONS ), by Seller will give any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body ( PERSON ) the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute or treaty (except for compliance with the HSR Act) ( LEGALREQUIREMENT ) or any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other governmental body or by any arbitrator ( ORDER ) to which Seller may be subject; or (ii) any contract to which Seller is a party or by which Seller may be bound. Seller is not and will not be required to obtain any consent from any Person in connection with the execution, delivery and performance of this Agreement.2.3 COMPLIANCE WITH OTHER INSTRUMENTSThe execution, delivery and performance of and compliance with this Agreement will not result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon the Shares.2.4 OWNERSHIPSeller is and will be on the Closing Date the record and beneficial owner and holder of his Shares, free and clear of all charges, claims, community property interests, conditions, equitable interests, liens, options, pledges, security interests, rights of first refusal, or restrictions of any kind, including any restriction on use, voting,transfer, receipt of income, or exercise of any other attribute of ownership ( ENCUMBRANCES ). No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares. There are no contracts relating to the issuance, sale, or transfer of the Shares.2.5 BROKERS OR FINDERSSeller has not incurred, and will not incur, directly or indirectly, as a result of any action taken by Seller, any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or any other similar payments in connection with this Agreement.3. REPRESENTATIONS AND WARRANTIES OF BUYERBuyer represents and warrants to Seller as follows:3.1 ORGANIZATION AND GOOD STANDINGBuyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of _________(PLACENAME). Buyer has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. Buyer is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business, assets, financial condition, results of operations or properties.3.2 CORPORATE POWERBuyer has all requisite legal and corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.3.3 AUTHORIZATIONAll corporate action on the part of Buyer, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreement by Buyer, and the performance of Buyer’s obligations under the Agreement has been taken. TheAgreement, when executed and delivered by Buyer, shall constitute a valid and binding obligation of Buyer, enforceable in accordance with its terms.3.4 COMPLIANCE WITH OTHER INSTRUMENTSBuyer is not in violation or default of any term of its articles of incorporation, as amended, or bylaws, as amended, or any term or provision of any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree, and to its knowledge is not in violation of any statute, rule or regulation applicable to Buyer where such violation would have a material adverse effect on its business, assets, financial condition, results of operations or properties. The execution, delivery and performance of and compliance with this Agreement will not result in any violation of, or conflict with, or constitute, with or without the passage of time and the giving of notice, a de fault under, Buyer’s articles of incorporation, as amended, or bylaws, as amended, or any of its agreements nor result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Buyer; and there is no such violation or default which materially and adversely affects the business of Buyer or any of its properties or assets.3.5 BROKERS OR FINDERSBuyer has not incurred, and will not incur, directly or indirectly, as a result of any action taken by Buyer, any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or any other similar payments in connection with this Agreement.3.6 FIRPTABuyer is not, and has not been at any time during the five year period ending on the date of this Agreement, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended.4. COVENANTS OF BUYER AND SELLER PRIOR TO CLOSING DATE4.1 FILING FOR HSR APPROV ALAs promptly as practicable after the date of this Agreement, Buyer will make all filings, and thereafter make any other required submissions, with respect to this Agreement, required to be made by Buyer under the HSR Act and any related governmental request thereunder. Seller shall cooperate with Buyer in the preparation of such filing and furnish to Buyer any information about Seller required for Buyer to complete such filings.4.2 NO NEGOTIATIONUntil such time, if any, as this Agreement is terminated pursuant to Section 7, Seller will not, and will prevent any employee, agent, consultant, advisor, or other representative of Seller, including legal counsel, accountants, and financial advisors ( REPRESENTATIVES ), directly or indirectly, from soliciting, initiating, or encouraging any inquiries or proposals from, discussing or negotiating with, providing any non-public information to, or considering the merits of any unsolicited inquiries or proposals from, any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body ( PERSON ) (other than Buyer) relating to any transaction involving the sale of the business or assets of theCompany, or any of the capital stock of the Company, or any merger, consolidation, business combination, or similar transaction involving the Company. Notwithstanding the foregoing, nothing in this Section 4.2 shall in any way prevent or prohibit Seller from taking any action to fulfill his fiduciary duties as a director of the Company.4.3 FURTHER ASSURANCES(a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its or his reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.(b) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of Buyer and Seller shall take all such necessary action.5. CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSEBuyer’s obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):5.1 SELLER’S PERFORMANCE(a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.(b) Each document required to be delivered pursuant to Section 1.3 must have been delivered, and each of the other covenants and obligations in Section 4 must have been performed and complied with in all material respects.5.2 NO INJUNCTIONThere must not be in effect any Legal Requirement or any injunction or other Order that (a) prohibits the sale of the Shares by Seller to Buyer, and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.5.3 NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDSThere must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, the Shares or (b) is entitled to all or any portion of the Purchase Consideration payable to Seller for the Shares.5.4 NO PROHIBITIONNeither the consummation nor the performance of any or all of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause Buyer or anyPerson affiliated with Buyer to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order, or (b) any Legal Requirement or Order that has been published, introduced, or otherwise formally proposed by or before any governmental body.5.5 HSR ACTAny applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.6. CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSESeller’s obligation to sell the Shares and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Seller, in whole or in part):6.1 BUYER’S PERFORMANCE(a) All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.(b) Buyer must have delivered each of the documents required to be delivered by Buyer pursuant to Section 1.3 and must have transferred the Purchase Consideration pursuant to Section 1.3(b)(i).6.2 NO INJUNCTIONThere must not be in effect any Legal Requirement or any injunction or other Order that (a) prohibits the sale of the Shares by Seller to Buyer, and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.6.3 HSR ACTAny applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.7. TERMINATION7.1 TERMINATION EVENTSThis Agreement may, by notice given prior to or at the Closing, be terminated:(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) bySeller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;(c) by mutual consent of Buyer and Seller; or(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before _________,_________,_________(M,D,Y), or such later date as the parties may agree upon.7.2 EFFECT OF TERMINATIONEach party’s right of termination under Section 7.1 is in addition to any other rights it or he may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Section 8.1 will survive; PROVIDED,HOWEVER, that if this Agreement is terminated by a party because of the breach of the Agreement by the other party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its or his obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.8. GENERAL PROVISIONS8.1 EXPENSESExcept as otherwise expressly provided in this Agreement, each party to this Agreement will bear its or his respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel, and accountants. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.8.2 PUBLIC ANNOUNCEMENTSAny public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued, if at all, at such time and in such manner as Buyer determines. Unless consented to by Buyer in advance or required by law, prior to the Closing, Seller shall keep this Agreement strictly confidential and may not make any disclosure of this Agreement to any Person.8.3 NOTICESAll notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), PROVIDED that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):Seller:BBB_________(ADDRESS)Facsimile No.: _________Buyer:AAA_________(ADDRESS)Attention: _________Facsimile No.: _________with a copy to:DDD_________(ADDRESS)Attention: _________.Facsimile No.: _________8.4 JURISDICTION; SERVICE OF PROCESSAny action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of _________(PLACENAME), and each of the parties consents to thejurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.8.5 WAIVERThe rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the partygiving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.8.6 ENTIRE AGREEMENT AND MODIFICATIONThis Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.8.7 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTSNo party may assign any of its or his rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Buyer may assign any of its rights under this Agreement to any subsidiary of Buyer. Subject to the preceding sentence, this Agreement will apply to, be binding inall respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.8.8 SEVERABILITYIf any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.8.9 SECTION HEADINGS, CONSTRUCTIONThe headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.All references to Section or Sections refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word including does not limit the preceding words or terms.8.10 GOVERNING LAWThis Agreement will be governed by the laws of the State of _________(PLACENAME) without regard to conflicts of laws principles.8.11 COUNTERPARTSThis Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.Buyer: AAA Seller: BBBBy:_________ By:_________ Name:_________ Name:_________ Title:_________ Title:_________。
优先股购买协议
优先股购买协议1. 引言本协议为股份购买协议的一种特殊形式，特指投资者与公司之间关于优先股购买的约定。
本协议旨在明确双方权益和义务，为双方的交易提供法律保障。
2. 协议背景优先股是一种特殊类型的股票，其拥有者在公司分红和清算中享有优先权。
为了吸引投资者和满足公司的融资需求, 公司与投资者签订优先股购买协议, 确定双方的权责关系。
3. 协议主体3.1 公司公司在本协议中指业务运营的法人或合法组织。
3.2 投资者投资者指愿意购买公司优先股的自然人、法人或合法组织。
4. 购买事项4.1 购买总额投资者和公司双方将确定优先股购买的总额。
总额应包括投资金额、投资货币类型、购买数量等。
4.2 优先股价格双方将协商确定优先股的购买价格, 包括单价和总价, 并写入协议。
4.3 优先股类别优先股可以分为多个类别，双方应明确购买的优先股类别和相应的权益。
4.4 购买方式投资者可以通过一次性购买或分期购买的方式进行优先股购买。
购买方式应在协议中明确约定。
4.5 付款方式双方应在协议中约定付款方式，包括支付时间、支付方式等。
5. 优先股权益5.1 分红权益投资者拥有根据公司盈利情况获取分红的权益。
分红权益应在协议中明确规定。
5.2 清算权益在公司清算或破产时，投资者优先获得清算资金。
双方应明确投资者相对于其他普通股股东的清算权益。
5.3 转让权益投资者可以在一定条件下将所持有的优先股转让给其他人。
转让权益应在协议中约定，包括转让条件、手续等。
6. 法律责任和纠纷解决6.1 法律适用对于本协议发生的任何争议，应依照相关法律法规进行处理。
6.2 不可抗力如果因不可抗力事件导致无法履行本协议中的义务，受影响的一方应尽快通知对方，并互相协商解决办法。
6.3 争议解决双方应尽力通过友好协商解决由本协议引起的任何争议。
协商不成时，任何一方可向有管辖权的法院提起诉讼。
7. 生效与终止7.1 生效条件本协议在双方签字或盖章后生效。
7.2 终止条件本协议在以下情况下终止：•双方一致同意终止；•一方违反本协议条款并且该违约未在30天内得到纠正。
股份买卖协议书英文范本
股份买卖协议书英文范本Stock Purchase AgreementThis Stock Purchase Agreement (the "Agreement") is made and entered into as of [Date], by and between [Buyer], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Buyer"), and [Seller], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Seller").1. Sale and Purchase of Stock1.1. Purchase: The Seller agrees to sell, transfer, and deliver to the Buyer, and the Buyer agrees to purchase from the Seller, [Number] shares of [Company] common stock (the "Shares") at a purchase price of [Price] per share,for a total consideration of [Total Amount].1.2. Closing: The closing of the purchase and sale of the Shares shall take place on [Date] (the "Closing Date") at a location mutually agreed upon by the parties.2. Representations and Warranties2.1. Seller's Representations: The Seller represents and warrants to the Buyer that:a) It is the legal and beneficial owner of the Shares, free and clear of any liens, claims, or encumbrances.b) It has full power and authority to sell the Shares and to enter into this Agreement.c) The execution, delivery, and performance ofthis Agreement by the Seller does not violate any agreement, law, or regulation.2.2. Buyer's Representations: The Buyer representsand warrants to the Seller that:a) It has full power and authority to enter into this Agreement.b) The execution, delivery, and performance ofthis Agreement by the Buyer does not violate any agreement, law, or regulation.3. Closing Conditions3.1. Conditions Precedent: The obligations of the Buyer and the Seller under this Agreement are subject to the satisfaction of the following conditions precedent:a) Receipt of all necessary consents, approvals, and authorizations required under applicable laws and regulations.b) No material adverse change in the financial condition or business operations of the Seller.4. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country].5. Miscellaneous5.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.5.2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall beeffective unless in writing and signed by both parties.5.3. Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.中文翻译：股份买卖协议书本股份买卖协议书（以下简称“协议”）于[日期]由[买方]和[卖方]双方签订。
股权优先认购协议书
股权优先认购协议书甲方（出让方）：_____________________地址：________________________________乙方（受让方）：_____________________地址：________________________________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；乙方为甲方的合作伙伴，双方经友好协商，就乙方对甲方所持有的目标公司股权的优先认购权达成如下协议：第一条股权优先认购权1.1 甲方同意，若甲方有意转让其持有的目标公司股权，或目标公司进行增资扩股，乙方享有优先认购权。
1.2 优先认购权的行使条件、价格及其他相关事宜，由双方根据实际情况另行协商确定。
1.3 甲方在决定转让股权或增资扩股前，应至少提前_______天书面通知乙方，并提供相关交易条件。
第二条优先认购权的行使2.1 乙方在收到甲方的通知后，有权在_______天内决定是否行使优先认购权。
2.2 若乙方决定行使优先认购权，应向甲方发出书面通知，并在通知后的_______天内完成相关交易手续。
第三条优先认购权的放弃3.1 若乙方在规定时间内未行使优先认购权，视为放弃该权利。
3.2 乙方放弃优先认购权后，甲方可继续与其他潜在受让方进行股权转让或增资扩股的协商。
第四条违约责任4.1 若甲方未按本协议约定提供优先认购权的通知，或在乙方行使优先认购权后违反协议约定，应承担违约责任，并赔偿乙方因此遭受的损失。
4.2 若乙方未在规定时间内行使优先认购权或未完成交易手续，应承担相应的违约责任。
第五条协议的变更和解除5.1 本协议的任何变更或补充，应由双方协商一致，并以书面形式确定。
5.2 双方均可在提前_______天书面通知对方的情况下解除本协议。
第六条争议解决6.1 本协议的解释、适用及争议解决，均适用中华人民共和国法律。
优先认股权条款
优先认股权条款
优先认股权条款（Pre-emptive Rights Clause）是一种通常出现在公司的股东协议或章程中的条款，赋予现有股东在公司发行新股时优先购买这些股份的权利。
这旨在保护现有股东免受未经批准的新股发行稀释其股份比例的影响。
以下是一个优先认股权条款的示例：
优先认股权条款
1、定义：本条款中，“优先认股权”是指在公司决定发行新股份时，给予现有股东按其当前持股比例优先购买这些新股份的权利。
2、通知：公司拟发行新股份时，必须至少提前[指定时间，如30天]以书面形式通知所有现有股东，说明发行的股份数量、价格、支付条件和其他相关条款。
3、行使优先认股权：现有股东须在收到通知后的[指定时间，如15天]内以书面形式通知公司其是否行使优先认股权。
若股东决定行使优先认股权，应按通知中规定的条件支付相应款项。
4、未行使优先认股权：如现有股东未在规定时间内行使其优先认股权，或明确表示放弃该权利，则公司有权将未认购的股份提供给第三方。
5、转让限制：优先认股权不得单独转让，仅当股份转让时，伴随股份一同转让。
6、股东权利保护：本条款旨在保护现有股东免受由于新股发行而导致的股份比例稀释。
7、法律约束力：本条款须符合适用的法律法规，并构成股东协议或公司章程的一部分。
股权转让协议范本中的股东优先购买权解析
股权转让协议范本中的股东优先购买权解析一、引言股东优先购买权（Right of First Refusal，简称ROFR）是股权转让协议中的一项重要条款，旨在保障股东之间的利益平衡和公司治理。
本文将对股东优先购买权进行解析，旨在从法律和商业角度对其进行深入剖析。
二、股东优先购买权的定义股东优先购买权是指在公司股权转让过程中，出售方拟转让其股份时，先通知现有股东，并给予他们购买指定股权的机会。
若现有股东选择行使购买权，他们可按照约定价格购买该股权，若不行使购买权，则出售方方可将股权转让给第三方。
三、股东优先购买权的实施方式股东优先购买权可以通过协议约定、公司章程规定或其他股东会决议等方式来实施。
一般情况下，当股东拟转让其股权时，他需先发出书面通知给所有现有股东，通知包括股权转让事项和出售方确定的转让价格等具体信息。
现有股东收到通知后，需在一定期限内决定是否行使购买权。
四、股东优先购买权的重要性1. 保护股东利益：股权转让可能对公司治理和股东权益产生重大影响，股东优先购买权可使现有股东有机会优先购买股权，以保护其利益。
2. 控制权变更的限制：股东优先购买权限制了控制权的转移，确保公司的战略和经营方向不受非核心股东的影响。
3. 维持股东关系稳定：通过优先购买权，现有股东有机会维持现有股东关系，加强公司内部稳定性和合作信任。
五、股东优先购买权的法律适用股东优先购买权的法律适用与国家法律和公司法规有关。
不同国家和地区的法律对股东优先购买权有不同的规定，一般情况下，法律会对其实施方式、时效性和法律适用进行明确规定。
六、股东优先购买权的注意事项1. 协议约定的重要性：股东优先购买权在股权转让协议中的约定非常重要，协议应明确规定通知期限、行使购买权的方式和转让价格的确定方式等细节内容。
2. 权益限制与调整：股东优先购买权会给予现有股东优先购买的权益，但其行使将产生资金压力。
因此，投资者在考虑投资时应充分评估风险和资金承受能力。
优先认股权条款
优先认股权条款
优先认股权条款是一种在公司融资中常见的条款，它赋予某些投资者在公司未来股权融资中优先购买股票的权利。
根据优先认股权条款，如果公司在未来进行股权融资，优先认股权持有人有权优先购买新发行的股票，以保持其在公司中的股权比例。
这意味着，如果其他投资者愿意购买新发行的股票，优先认股权持有人有权先行购买相应数量的股票，而其他投资者则被排在其后。
优先认股权条款通常规定了以下几个方面的内容：
1. 优先认股权的行使条件：通常包括公司进行股权融资的条件，例如融资金额、估值等。
2. 行使价格：优先认股权持有人在行使权利时需要支付的股票价格，通常与公司在融资中确定的价格相同或略低。
3. 行使期限：优先认股权持有人行使权利的时间限制，通常会规定一个固定的期限，例如在融资完成后的一段时间内。
4. 行使方式：优先认股权持有人行使权利的方式，通常可以通过书面通知公司来行使权利。
优先认股权条款的存在可以保护优先认股权持有人的投资，保持其在公司中的股权比例，并且在公司融资时有更多的选择权。
然而，它也可能对公司进行股权融资带来一定的限制，因为其他投资者可
能会对优先认股权的存在感到不满。
因此，在制定优先认股权条款时需要进行谨慎考虑，以平衡各方的权益。
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:。
Non-QualifiedStockOptionandStockRepurchaseAgreement优先认股权条约及股权赎回条约.doc
Non-Qualified Stock Option and Stock Repurchase Agreement优先认股权协议及股权赎回协议-AAA, Inc.NON-QUALIFIED STOCK OPTION AND STOCK REPURCHASE AGREEMENT TERMS AND CONDITIONS1. GRANT UNDER _________(YEAR) STOCK PLAN. This option is granted pursuant to and is governed by the Company’s _________(YEAR) Stock Plan, as amended on (the Plan ) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Plan shall be governed by the Plan as it exists on this date.2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This option shall be treated for federal income tax purposes as a Non-Qualified Option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the Code ). This option is in addition to any other options heretofore orhereafter granted to the Optionee by the Company or any Related Corporation (as defined in the Plan), but a duplicate original of this instrument shall not effect the grant of another option.3. VESTING OF OPTION IF BUSINESS RELATIONSHIP CONTINUES.(a) FULL EXERCISABILITY. Subject to Sections 4 and 5 hereof, this option may be exercised at any time and from time to time for all or any portion of the Option Shares, except that this option may not be exercised for a fraction of a share.(b) VESTING. If the Optionee has continued to serve the Company or any Related Corporation in the capacity of an employee, officer, director or consultant (such service is described herein as maintaining or being involved in a Business Relationship with the Company ) through the vesting dates specified below, Unvested Shares shall become Vested Shares (or shall vest ) on such dates in an amount equal to the number of Option Shares set forth opposite the applicable date:Less than one year from - 0 Option Sharesthe Vesting Start DateOne year from - 25% ofthe Vesting Start Date (the the Option SharesAnniversary Date )Every month after the Anniversary Date - an additional(e.g., if the Anniversary Date is 2.0833% ofAugust 10, the Option Sharesthen on the 10th day of eachmonth thereafter; if the AnniversaryDate is on a day of the month for whichthere is no corresponding day in agiven month, then on the last day ofsuch month) up to and including the35th month after the Anniversary Date)The 36th month after the Anniversary The balance of the Option SharesDateOption Shares shall be called Unvested Shares and, when issued, shall be subject to the Company’s Repurchase Option described in Section 6 unless and until they become Vested Shares inaccordance with the vesting schedule set forth above (at which time such Repurchase Option shall terminate as to such Vested Shares). Any vesting of Option Shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the order of such exercise) and then to unissued shares subject to this option; and any exercise of this option shall be deemed to apply first to any then unissued Vested Shares. The term Option Shares used without reference to either Unvested Shares or Vested Shares shall mean both Unvested Shares and Vested Shares, without distinction.In addition, in the event the Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Company elects not to exercise its option for the repurchase of any or all of the Unvested Shares, then upon the expiration of the Repurchase Option Period, any and all Option Shares not repurchased by the Company shall become Vested Shares.(c) VESTING ON SALE. Notwithstanding the foregoing, upon the consummation of a Sale of the Company (as defined below), 50% of the Option Shares which remain Unvested Shares at the time of the consummation of such Sale of the Company shall immediately become Vested Shares, and the remaining Unvested Shares (the Remaining Unvested Shares ) shall continue to vest at the rate set forth in Subsection 3(b) hereof (providing that for purposes of this Subsection, Option Shares, as used in Subsection 3(b), shall meanthe number of Option Shares set forth on the Cover Sheet to this Agreement), beginning with the first such date following the consummation of such Sale of the Company on which Option Shares would have continued to vest had there not been a Sale of the Company, and provided further that all of the Remaining Unvested Shares shall become Vested Shares (i) at the time of the consummation of the Sale of the Company if, at or prior to the Sale of the Company, the Optionee is not offered employment by the successor to the Company (1) at the same or higher total compensation level than in effect for the Optionee as an employee of the Company prior to the Sale of the Company, (2) consisting of responsibilities not materially reduced from the level of responsibilities undertaken by the Optionee as an employee of the Company prior to the Sale of the Company, and (3) within a 40-mile radius of the Company’s principal offices prior to the Sale of the Company (except for business travel consistent with Optionee’s responsibilities as an employee of the Company), or (ii) if the Optionee is offered and accepts employment meeting the criteria set forth in clause (i) of this sentence but, within the 12 months following the Sale of the Company, (1) the Optionee’s total compensation level is reduced below the total compensation in effect for the Optionee as an employee of the Company prior to the Sale of the Company, (2) the Optionee’s responsibilities are materially reduced below the level of responsibilities the Optionee had as an employee of the Company prior to the Sale of the Company, (3) the Optionee is transferred by the successor to the Company (the NewEmployer ) to a location beyond a 40-mile radius of the Company’s principal offices prior to the Sale of the Company (except for business travel consistent with Optionee’s responsibilities as an employee of the New Employer), or (4) the Optionee’s em ployment with the New Employer is terminated by the New Employer without Cause, at the time of the happening of any event enumerated in this clause (ii).For purposes of the foregoing, Sale of the Company shall mean (i) the sale by the Company of all, or substantially all, of its assets; (ii) the sale by Company shareholders of greater than 50% of the stock of the Company in a single transaction or a group of related transactions; or, (iii) the merger or consolidation of the Company with, or into, another company where the outstanding shares of the Company immediately prior to such merger or consolidation represent or are converted into or exchanged for securities which represent less than 50% of the voting power of the surviving or resulting entity.For purposes of the foregoing, Cause shall mean a material violation by the Optionee that is not cured within a reasonable time after written notice thereof of any noncompetition agreement between the Optionee and the New Employer or any of its subsidiaries or a finding in a criminal proceeding that the Optionee has committed felonious criminal misconduct in connection with the Optionee’s employment by the New Employer, which misconducthas been materially injurious to the interests of the New Employer. Further, and without limiting the generality of the foregoing, the following circumstances shall be deemed not to involve the voluntary resignation by a Optionee or a termination by the New Employer for Cause: (i) the death of the Optionee, (ii) the disability or incapacity of the Optionee which prevents the Optionee from continuing his employment with the New Employer, in Optionee’s then-current capacity, or (iii) the resignation of the Optionee within _________ days of a vote of the board of directors of the New Employer to remove a Optionee from his then-current office (other than for Cause).(d) OTHER ACCELERATION. Notwithstanding the foregoing, in accordance with and subject to the provisions of the Plan, the Committee may, in its discretion, accelerate the date that any Unvested Shares become Vested Shares under this Option.The foregoing rights are cumulative and (subject to Sections 4 or 5 hereof if the Optionee ceases to maintain a Business Relationship with the Company and all Related Corporations) may be exercised up to and including the date which is ten years from the date this option is granted.(e) PARTIAL EXERCISE. This option may be exercised in partat any time and from time to time within the above limits, except that this option may not be exercised for a fraction of a share unless such exercise is with respect to the final installment of stock subject to this option and cash in lieu of a fractional share must be paid, in accordance with Paragraph 13(G) of the Plan, to permit the Optionee to exercise completely such final installment. Any fractional share with respect to which an installment of this option cannot be exercised because of the limitation contained in the preceding sentence shall remain subject to this option and shall be available for later purchase by the Optionee in accordance with the terms hereof.4. TERMINATION OF BUSINESS RELATIONSHIP. If the Optionee’s Business Relationship with the Company and all Related Corporations is terminated, other than by reason of death, disability or dissolution as defined in Section 5, vesting of Unvested Shares shall immediately cease, this option may be exercised only as to any Option Shares that are Vested Shares on the date of termination of the Optionee’s Business Relationship and this option shall terminate (and may no longer be exercised) after the passage of 90 days after the date of termination of the Optionee’s Business Relationship (but in no event later than the scheduled expiration date). In the event of termination the Optionee’s Business Relationship with the Company, the Repurchase Option described in Section 6 shall also be applicable and Optionee’s only rights hereunder shall be those which are properly exercised before the termination of this option (subjectto Section 6).5. DEATH; DISABILITY; DISSOLUTION.(a) DEATH. If the Optionee is a natural person who dies while in a Business Relationship with the Company, vesting of Unvested Shares shall immediately cease. In such event, this option may be exercised only as to any Option Shares that are Vested Shares on the date of the Optionee’s death, by the Optionee’s estate, personal representative or beneficiary to whom this option has been transferred or assigned pursuant to Section 10, and this option may be exercised only on or prior to the date which is _________ days after the date of death (but not later than the scheduled expiration date). In the event of death, the Repurchase Option described in Section 6 shall also be applicable.(b) DISABILITY. If the Optionee is a natural person that ceases to maintain a Business Relationship with the Company by reason of his or her disability, vesting of Unvested Shares shall immediately cease. In such event, this option may be exercised only as to any Option Shares that are Vested Shares on the date of termination of the Optionee’s Business Relationship with the Company; and this option may be exercised only on or prior to the date which is_________ days after the date of termination of the Optionee’s Business Relationship with the Company (but not later than the scheduled expiration date). In the event of such termination of the Optionee’s Business Relationship with the Company, the Repurchase Option described in Section 6 shall also be applicable. For purposes hereof, disability means permanent and total disability as defined in Section 22(e)(3) of the Code.(c) EFFECT OF TERMINATION. At the expiration of such 180-day period provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration date, whichever is the earlier, this option shall terminate (and shall no longer be exercisable) and the only rights hereunder shall be those as to which the option was properly exercised before such termination (subject to Section 6 hereof).(d) DISSOLUTION. If the Optionee is a corporation, partnership, trust or other entity that is dissolved, is liquidated, becomes insolvent or enters into a merger or acquisition with respect to which the Optionee is not the surviving entity, at a time when the Optionee is involved in a Business Relationship with the Company, this option shall immediately terminate as of the date of such event (and shall thereafter not be exercisable to any extent whatsoever), and the only rights hereunder shall be those as to which this option was properly exercised before such dissolution or other event(subject to Section 6 hereof).6. REPURCHASE OPTION. In the event of any voluntary or involuntary termination of the Optionee’s Business Relationship by the Company for any or no reason, including by reason of death or disability, the Company shall, upon and from the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive, assignable option (the Repurchase Option ) for a period of _________ days (the Repurchase Option Period ) to repurchase all or any portion of the Optionee’s Unvested Shares at the original purchase price per share paid by the Optionee. Such option may be exercised by the Company by sending written notice to the Optionee, which notice shall specify the number of Unvested Shares being so repurchased and which notice shall be accompanied by the Company’s check for the purchase price of those shares. Upon the sending of such notice and payment, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. Upon exercise of the Repurchase Option in the manner provided in this Section 6, if the Company does not have possession of the certificate or certificates representing the Unvested Shares being repurchased, the Optionee shall deliver to the Company, within _________ days of receipt ofthe Company’s notice of such repurchase, such certificate or certificates duly endorsed and free and clear of any and all liens, charges and encumbrances. If the Company does have possession of such certificate or certificates pursuant to Section 18 hereof, it may use the Optionee’s stock assignment to effectuate the repurchase.7. PAYMENT OF PRICE:(a) FORM OF PAYMENT. The option price shall be paid in the following manner:(i) in cash or by check;(ii) subject to paragraph 7(b) below, by delivery of shares of the Company’s Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the option price;(iii) by delivery of an assignment satisfactory in form and substance to the Company of a sufficient amount of the proceeds from the sale of the Option Shares and an instruction to the broker orselling agent to pay that amount to the Company; or(iv) by any combination of the foregoing.(b) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK. If the Optionee delivers Common Stock held by the Optionee ( Old Stock ) to the Company in full or partial payment of the option price, and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, an equivalent number of Option Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Optionee paid for the Option Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Optionee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such Common Stock has been owned by the Optionee free of any substantial risk of forfeiture for at least six months.8. RESTRICTIONS ON TRANSFER. The Optionee agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or any successor to the Company) all or any Unvested Shares or anyinterest therein, and any Unvested Shares purchased upon exercise of this option shall be held in escrow by the Company in accordance with the terms of Section 18 below unless and until they become Vested Shares. Option Shares will be of an illiquid nature and will be deemed to be restricted securities for purposes of the Securities Act of 1933, as amended. Accordingly, such shares must be sold in compliance with the registration requirements of such Act or an exemption therefrom. Certificates representing the Option Shares shall bear the Securities Exchange Act of 1934 legend and legends which state the restrictions imposed upon the Option Shares as set forth in this Agreement.9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this Agreement, this option may be exercised by written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this option and the number of Option Shares for which it is being exercised and shall be signed by the person or persons so exercising this option. Such notice shall be accompanied by payment of the full purchase price of such shares, and the Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be received. Such certificate or certificates shall be registered in the name of the person or persons so exercising this option (or, if this option shall be exercised by the Optionee and if theOptionee shall so request in the notice exercising this option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship). In the event this option shall be exercised, pursuant to Section 5 hereof, by any person or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option.10. OPTION NOT TRANSFERABLE. This option is not transferable or assignable except by will or by the laws of descent and distribution or pursuant to a valid domestic relations order. Except as set forth in the preceding sentence, during the Optionee’s lifetime, only the Optionee can exercise this option.11. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this option imposes no obligation on the Optionee to exercise it.12. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. Neither the Plan, this Agreement, nor the grant of this option imposes any obligation on the Company or any Related Corporation to continue to maintain a Business Relationship with the Optionee.13. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no rights as a stockholder with respect to the Option Shares until such time as the Optionee has exercised this option by delivering a notice of exercise and has paid in full the purchase price for the number of shares for which this option is to be so exercised in accordance with Section 9. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to such date of exercise.14. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions covering the treatment of options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.15. WITHHOLDING TAXES; 83(B) ELECTION:(a) WITHHOLDING TAXES. If the Company or any RelatedCorporation in its discretion determines that it is obligated to withhold any tax in connection with the exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired pursuant to this option, the Optionee hereby agrees that the Company or any Related Corporation may withhold from the Optionee’s wages or other remuneration the appropriate amount of tax. At the discretion of the Company or Related Corporation, the amount required to be withheld may be withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this option. The Optionee further agrees that, if the Company or Related Corporation does not withhold an amount from the Optionee’s wages or other remuneration sufficient to satisfy the withholding obligation of the Company or Related Corporation, the Optionee will make reimbursement on demand, in cash, for the amount underwithheld.THE FILING OF AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, MAY BE REQUIRED BY SECTION 15(b) OF THIS AGREEMENT. IF REQUIRED, SUCH AN ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN _________ days FOLLOWING EACH EXERCISE OF THIS OPTION.(b) SECTION 83(B) ELECTION. Optionee acknowledges that the Unvested Shares acquired upon exercise of this option may be treated as subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code and that, in the absence of an election under Section 83(b) of the Code, such treatment could delay the determination of the tax consequences of such exercise for both the Company and Optionee. In order to ensure that the tax consequences of such exercise will be determined at the time of exercise, Optionee agrees to file a timely election under Section 83(b) of the Code to include in Optionee’s taxable income, at the time of exercise, the difference between the fair market value of the Unvested Shares received upon exercise of this option and the amount paid for such shares; provided, however, that the Board, in its sole and absolute discretion, may waive the requirement that the Optionee file such election.16. COMPANY’S RIGHT OF FIRST REFUSAL:(a) EXERCISE OF RIGHT. If the Optionee or his or her legal representative (the Transferor ) desires to transfer all or any part of the Option Shares to any person other than the Company (an Offeror ), the Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the Offer ) for the purchase thereof from the Offeror; and (ii) give written notice (the OptionNotice ) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the bona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such shares (the Company Option Shares ) specified in the Option Notice, such option to be exercisable by giving, within _________ days after receipt of the Option Notice, a written counter-notice to the Transferor. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Transferor shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within _________ days from the date of delivery by the Company of such counter-notice.(b) SALE OF OPTION SHARES TO OFFEROR. The Transferor may, for 60 days after the expiration of the 30-day period during which the Company may give the counter-notice, sell, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee; provided, however, that the Transferor shall not sell such Company Option Shares to the Offeror if the Offeror is a competitor of the Company and the Company gives written notice to the Transferor, within _________ days of its receiptof the Option Notice, stating that the Transferor shall not sell such Company Option Shares to such Offeror; and provided, further, that prior to the sale of such Company Option Shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees to be subject to the restrictions set forth in this Agreement. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 16.(c) ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. If there shall be any change in the Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, or the like, the restrictions contained in Section 8 or this Section 16 shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Company Option Shares, except as otherwise determined by the Board of Directors of the Company.(d) FAILURE TO DELIVER COMPANY OPTION SHARES: If the Transferor fails or refuses to deliver on a timely basis duly endorsed certificates representing Company Option Shares to be soldto the Company or its assignee pursuant to this Section 16, the Company shall have the right to deposit the purchase price for such Company Option Shares in a special account with any bank or trust company in the State of _________, giving notice of such deposit to the Transferor, whereupon such Company Option Shares shall be deemed to have been purchased by the Company. All such monies shall be held by the bank or trust company for the benefit of the Transferor. All monies deposited with the bank or trust company remaining unclaimed for two years after the date of deposit shall be repaid by the bank or trust company to the Company on demand, and the Transferor shall thereafter look only to the Company for payment. The Company may place a legend on any stock certificate delivered to the Transferor reflecting the restrictions on transfer provided in Section 8 hereof and this Section 16.(e) EXPIRATION OF COMPANY’S RIGHT OF FIRST REFUSAL AND TRANSFER RESTRICTIONS: The first refusal rights of the Company and the transfer restrictions set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company’s Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the first refusal rights of the Company and the transfer restrictions set forth herein will automatically expire.17. LOCK-UP AGREEMENT. The Optionee agrees that in connection with an underwritten public offering of Common Stock, upon the request of the Company or the principal underwriter managing such public offering, this Option and the Option Shares may not be sold, offered for sale or otherwise disposed of without the prior written consent of the Company or such underwriter, as the case may be, for at least _________ days after the effectiveness of the Registration Statement filed in connection with such offering, or such longer period of time as the Board of Directors may determine if all of the Company’s directors and officers agree to be similarly bound. The lock-up agreement established pursuant to this paragraph 17 shall have perpetual duration, except with respect to those Options or Option Shares which are sold pursuant to Rule 701, Rule 144 or similar exemption.18. ESCROW OF UNVESTED SHARES.(a) If this option is exercised as to any Unvested Shares, such Unvested Shares shall be issued in the name of the Optionee, but shall be held in escrow by the Company, acting in the capacity of escrow agent, together with a stock assignment executed by the Optionee with respect to such Unvested Shares.。
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。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
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: _________。