StockOptionAgreement优先认股权协议_11.doc

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股权转让协议范本：股票交易与优先认购权

股权转让协议范本股票交易与优先认购
权
1. 引言
2. 协议背景
甲方是一家具有合法登记的股份有限公司，拥有一定数量的股权乙方是作为购买方，希望通过本协议购买甲方的股权。

3. 交易细则
3.1 股票转让
1. 甲方同意将其持有的股权转让给乙方，并且保证其所转让的股权合法有效
2. 乙方同意支付相应的转让费用给甲方，并且保证支付费用的来源合法。

3.2 优先认购权
1. 乙方同意，在甲方准备股票转让给第三方时，甲方应首先向乙方提供优先认购权的机会
2. 乙方应在收到甲方关于股票转让的通知后，以书面形式表示是否行使优先认购权
3. 如乙方决定行使优先认购权，乙方应在约定期限内支付相应转让费用，并按照甲方要求办理相关手续。

4. 保密条款
各方在本协议签订及执行过程中应保守相关交易信息，并不得将相关信息泄露给第三方，否则应承担相应的法律责任。

5. 争议解决
各方在本协议执行过程中产生的争议应通过友好协商解决，如协商不成，应提请所在地人民法院进行诉讼解决。

6. 其他事项
1. 本协议一式两份，甲乙双方各持一份，具有同等法律效力
2. 本协议任何修改或补充均须经过各方协商并以书面形式达成一致意见
3. 本协议自签署之日起生效，并持续有效直至各方履行完毕其在本协议项下的义务。

甲方
（法定代表人签名）
乙方
（法定代表人签名）
日期
（签署日期）
本协议签署之日起生效，并持续有效直至各方履行完毕其在本协议项下的义务。

附录
（附上相关法律法规文件、联系件、公司章程等文件）。

股权投资协议优先股认购

股权投资协议优先股认购本文是一份股权投资协议，详细说明了股东之间关于优先股的认购事宜。

以下是协议的正文内容。

协议编号: [编号]甲方：[甲方名称]地址：[甲方地址]乙方：[乙方名称]地址：[乙方地址]鉴于：1. 甲方是一家具备投资实力和经验的投资者；2. 乙方是一家有发展潜力的公司；3. 甲方希望通过购买乙方的优先股来获得股权；甲、乙双方基于自愿、平等和互利的原则达成如下协议：第一条优先股认购事宜1.1 甲方同意购买由乙方发行的[认购数量]股优先股，每股优先股价格为[认购价格]。

1.2 乙方同意将[认购数量]股优先股发行给甲方，并确保甲方成为乙方的优先股股东。

1.3 甲方同意，优先股的购买款项须在签署本协议后[时间段]内支付给乙方。

乙方收到款项后应立即发行相应的优先股给甲方。

第二条优先股权益2.1 优先股享有以下权益：（1）优先受到分红权益，在乙方分红时，优先股股东有权先享受分红；（2）优先股在乙方出售或上市时，有权享有优先回报权；（3）在乙方解散、清算或破产时，优先股股东有权享有优先分配权；（4）其他依法享有的优先权益。

2.2 优先股持有期限为[期限]，期满后甲方有权将优先股转让或转换为普通股。

第三条竞业限制3.1 甲方同意，在优先股持有期限内并[期限]以内，不与乙方存在竞业行为。

3.2 甲方同意，在协议终止或优先股转让后，不得从事有竞争性质的与乙方相同或相似的经营活动，以避免对乙方的不公平竞争。

第四条保密条款4.1 甲、乙双方同意对本协议的内容及因履行本协议而获得的对方商业、财务、技术或其他方面的信息保密，未经对方书面同意不得向第三方披露。

4.2 协议终止后，保密义务仍然有效，未经对方书面同意，保密信息不得向任何第三方披露。

第五条协议终止5.1 协议的履行依据双方的自愿原则，若一方违反协议义务，对方有权解除本协议。

5.2 终止协议后，甲方有权将优先股无偿返还乙方，但乙方无义务对已支付的购买款项进行退还。

StockOptionPurchaseAgreement优先认股权购买合同.doc

Stock Option Purchase Agreement优先认股权购买合同-NOW, THEREFORE, for an in consideration of the mutual agreements herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:Section 1. Sale of Option. BBB hereby sells, assigns, transfers, conveys, sets over and delivers to AAA the Option and all rights, title, interest and claims possessed by BBB under the Option and the Stock Option Agreement, together with all other right, title and interest and claim in and to the Common Stock of AAA issuable thereunder and all rights, title and interest and claims accrued and/or accruing under the Registration Rights Agreement and the Management Services Agreement, in consideration for $,_________ in hand paid in good funds on this date (the Sale ). The payment made by AAA hereunder is in full and final settlement and satisfaction of all obligations of whatsoever nature now or hereafter due by AAA to BBB, its partners, legal representatives, successors and assigns under the Option, the Stock Option Agreement, the Registration Rights Agreement and the Management Services Agreement (other than indemnifications obligations, if any, relating to this transaction or facts or circumstances occurring prior to thistransaction). BBB hereby surrenders unto AAA the Stock Option Agreement for cancellation in accordance with the terms hereof, and AAA hereby acknowledges receipt of the original Stock Option Agreement, and hereby agrees to promptly mark it cancelled . BBB hereby acknowledges receipt of $,_________ in good funds from AAA, and BBB, on its own behalf and on behalf of its partners, legal representatives and its successors and assigns, hereby unconditionally and forever waives, relinquishes and releases all right, title, interest and claim accrued or accruing to the benefit of BBB under the Option and the Stock Option Agreement and under the Management Services Agreement and the Registration Rights Agreement.Section 2. Representations of AAA. AAA represents that it has full power and authority to execute, deliver and perform this Agreement; this Agreement has been duly authorized by all requisite corporate action on the part of AAA and has been duly executed and delivered by AAA; AAA has obtained all consents and approvals requisite to the transactions contemplated hereby; and this Agreement constitutes a legal, valid and binding obligation of AAA, enforceable against AAA, its legal representatives, successors and assigns, in accordance with its terms.Section 3. Representations of BBB. BBB represents that:(a) Any and all rights BBB, its partners and its and their legal representatives, successors and assigns, possess in and to the Option and in and to shares of Common Stock issuable upon exercise of the Option or in and to any other rights accrued or accruing under the Option, the Stock Option Agreement, the Registration Rights Agreement and/or the Management Services Agreement, are hereby and shall hereafter be null and void and are of no further force or effect.(b) BBB has full power and authority to execute, deliver and perform this Agreement; this Agreement has been duly authorized by all requisite partnership action on the part of BBB; BBB has obtained all consents and approvals requisite to the transactions contemplated hereby; and this Agreement has been duly executed and delivered by BBB, and constitutes a legal, valid and binding obligation of BBB, enforceable against BBB, its partners and its and their legal representatives, successors and assigns, in accordance with its terms.(c) BBB is the true and lawful owner of the Option and no part of the Option is in any respect encumbered or committed to be encumbered, and there are no other persons or entities claiming aninterest therein, and BBB has not assigned to any person or entity any interest or rights under the Stock Option Agreement, the Registration Rights Agreement and the Management Services Agreement, and no other persons or entities have a claim or any interest or rights thereunder.Section 4. Miscellaneous.(a) Binding Effect. This Agreement may not be assigned by either party hereto. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or permitted assigns.(b) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provision hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.(c) Entire Agreement; Modifications. This instrument contains theentire agreement between the parties hereto with respect to the transactions contemplated hereby. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party to be charged, and then only to the extent set forth in such instrument.(d) Headings. Descriptive headings contained herein are for convenience of reference only and shall not affect the meaning or interpretation hereof.(e) Counterparts. This Agreement may be executed simultaneously or in two or more counterparts, each of which together shall constitute one and the same instrument.(f) Applicable Law. The rights and obligations of the parties to this Agreement shall be governed by the laws of the State of _________(PLACENAME) applicable to contracts made or to be performed entirely within such state.(g) Further Assurances. Each party hereto agrees to execute any and all documents, and to perform such other acts, whether before or after the date hereof, that may be reasonably necessary or expedientto further the purposes of this Agreement or to further assure the benefits intended to be conferred hereby.(h) Survival. All representations, warranties, obligations and under- takings of the parties set forth herein shall survive the execution and delivery of this Agreement and Sale and other transactions contemplated hereby.The parties execute this Agreement as of the date first above written.AAA CORP.By: /s/ _________Name:_________Title: _________BBB, LTD.By: /s/ _________Name:_________Title: _________。

StockOptionAgreement优先认股权协议_4.doc

Stock Option Agreement优先认股权协议-1. Grant of OptionAAA hereby grants to BBB an irrevocable option (the Option ) to acquire up to 1,726,398 shares (the Option Shares ) of the Common Stock, par value $,_________ per share, of AAA ( AAA Shares ) in the manner set forth below (i) by exchanging therefor shares of the Common Stock, par value $,_________ per share, of BBB ( BBB Shares ) at a rate of two (2) BBB Shares for each Option Share (the Exercise Ratio ) and/or, at BBB’s election, (ii) by paying cash a t a price determined in accordance with Section 4 below. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.2. Exercise of OptionThe Option may only be exercised by BBB, in whole or in part, at any time or from time to time, upon the occurrence of (i) the commencement of a tender or exchange offer for 25% or more of any class of AAA’s capital stock, or (ii) any of the events specified in Section 7.03 (c) of the Merger Agreement, other than events described in Section 7.01(g) thereof (any of the events specified inclauses (i) or (ii) of this sentence being referred to herein as an Exercise Event ). In the event BBB wishes to exercise the Option, BBB shall deliver to AAA a written notice (an Exercise Notice ) specifying the total number of Option shares it wishes to acquire and the form of consideration to be paid. Each closing of a purchase of Option Shares (a Closing ) shall occur on a date and at a time designated by BBB in an Exercise Notice delivered at BBB five business days prior to the date of such Closing, which Closing shall be held at the offices of counsel to AAA. The Option shall terminate upon the earlier of (i) the Effective Time, (ii) 180 days following the termination of the Merger Agreement pursuant to Article VII thereof, if an Exercise Event shall have occurred on or prior to the date of such termination, and (iii) the date on which the Merger Agreement is terminated pursuant to Article VII thereof if an Exercise Event shall not have occurred on or prior to such date; provided, however, with respect to the preceding clause (ii) of this sentence, that if the Option cannot be exercised by reason of any applicable government order, then the Option shall not terminate until the tenth business day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal. Notwithstanding the foregoing, the Option may not be exercised if BBB is in breach in any material respect of any of its covenants or agreements contained in the Merger Agreement.3. Conditions to ClosingThe obligation of AAA to issue Option Shares to BBB hereunder is subject to the conditions that (a) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Federal, state or local administrative agency or commission or other Federal state or local governmental authority or instrumentality, if any, required in connection with the issuance of the Option Shares hereunder shall have been obtained or made, as the case may be; and (b) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be in effect.4. ClosingAt any Closing, (a) AAA shall deliver to BBB a single certificate in definitive form representing the number of AAA Shares designated by BBB in its Exercise Notice, such certificate to be registered in the name of BBB and to bear the legend set forth in Section 10 hereof, and (b) BBB shall pay to AAA the aggregate purchase price for the AAA Shares so designated and being purchased by delivery of (i) a single certificate in definitive form representing the number of BBB Shares being issued by BBB in consideration therefor (based on the Exercise Ratio), such certificateto be registered in the name of AAA and to bear the legend set forth in Section 10 hereof, and/or, at BBB’s election, (ii) a certified checks, bank check or wire transfer, as the case may be. If BBB has elected to deliver cash in payment for any AAA Shares, the price to be paid by BBB in cash to AAA at any Closing in respect of such AAA Shares shall be $,_________ per share (the Exercise Price ).5. Representations and Warranties of AAAAAA represents and warrants to BBB that (a) AAA is a corporation duly organized, validly existing and in good standing under the laws of the State of _________(Placename) and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by AAA and consummation by AAA of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of AAA and no other corporate proceedings on the part of AAA are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by AAA and constitutes a legal, valid and binding obligation of AAA and, assuming this Agreement constitutes a legal, valid and binding obligation of BBB, is enforceable against AAA in accordance with its terms, except as enforceability may be limited by bankruptcy andother laws affecting the rights and remedies of creditors generally and general principles of equity; (d) AAA has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued AAA Shares for BBB to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional AAA Shares necessary corporate or other action to authorize and reserve for issuance all additional AAA Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the AAA Shares and any other securities to BBB upon exercise of the Option, BBB will acquire such AAA Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by BBB; (f) the execution and delivery of this Agreement by AAA do not, and the performance of this Agreement by AAA will not, (i) violate the Certificate of Incorporation or By-Laws of AAA, (ii) conflict with or violate any order applicable to AAA or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment,acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of AAA or any of its subsidiaries pursuant, to any contract or agreement to which AAA or any of its subsidiaries is a party or by which AAA or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, BBBly or in the aggregate, have a Material Adverse Effect on AAA; (g) the execution and delivery of this Agreement by AAA does not, and the performance of this Agreement by AAA will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity and (h) any BBB Shares acquired pursuant to this Agreement will not be acquired by AAA with a view to the public distribution thereof and AAA will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.6. Representations and Warranties of BBBBBB represents and warrants to AAA that (a) BBB is a corporation duly incorporated, validly existing and in good standing under the laws of the State of _________(Placename) and has the corporate power and authority to enter into this Agreement and to carry out itsobligations hereunder; (b) the execution and delivery of this Agreement by BBB and the consummation by BBB of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BBB and no other corporate proceedings on the part of BBB are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by BBB and constitutes a legal, valid and binding obligation of BBB and, assuming this Agreement constitutes a legal, valid and binding obligation of AAA, is enforceable against BBB in accordance with its term, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) BBB has taken (or will in a timely manner take) all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option and will take all necessary corporate or other action to authorize and reserve for issuance all additional BBB Shares or other securities which may be issuable pursuant to Section 9(b) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of AAA Shares to BBB in consideration of any acquisition of BBB Shares pursuant hereto, BBB will acquire such AAA Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by AAA; (f) the execution and delivery of this Agreementby BBB do not, and the performance of this Agreement by BBB will not, (i) violate the Certificate of Incorporation or By-Laws of BBB, (ii) conflict with or violate any order applicable to BBB or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of BBB or any of its subsidiaries pursuant to, any contract or agreement to which BBB or any of its subsidiaries is a party or by which BBB or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, BBBly or in the aggregate, have a Material Adverse Effect on BBB; (g) the execution and delivery of this Agreement by BBB does not, and the performance of this Agreement by BBB will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity; and (h) any AAA Shares acquired upon exercise of the Option will not be acquired by BBB with a view to the public distribution thereof and BBB will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.7. [Intentionally Omitted.]8. Registration Rights(a) Following the termination of the Merger Agreement, each party hereto (a Holder ) may by written notice (a Registration Notice ) to the other party (the Registrant ) request the Registrant to register under the Securities Act all or any part of the shares acquired by such Holder pursuant to this Agreement (the Registrable Securities ) in order to permit the sale or other disposition of such shares pursuant to a bona fide firm commitment underwritten public offering in which the Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable and shall use reasonable efforts to prevent any person or group from purchasing through such offering shares representing more than 1% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis; provided, however, that any such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis and that any rights to require registration hereunder shall terminate with respect to any shares that may be sold pursuant to Rule 144(k) under the Securities Act.(b) The Registrant shall use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the Registrable Securities; provided, however, that (i) neither party shall be entitled to more than an aggregate of two effective registration statements hereunder and (ii) the Registrant will not be required to file any such registration statement during any period of time (not to exceed 40 days after a Registration Notice in the case of clause (A) below or 90 days after a Registration Notice in the case of clauses (B) and (C) below) when (A) the Registrant is in possession of material non-public information which it reasonably believes would be detrimental to be disclosed at such time and, in the written opinion of counsel to such Registrant, such information would have to be disclosed if a registration statement were filed at that time; (B) such Registrant is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (C) such Registrant determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other material transaction involving the Registrant. If consummation of the sale of any Registrable Securities pursuant to a registration hereunder does not occur within 180 days after the filing with the SEC of the initial registration statement therefor, the provisions of this Section 8 shall again be applicable to any proposed registration, it being understood that neither party shall be entitled to more than an aggregate of two effective registration statements hereunder. The Registrant shall useall reasonable efforts to cause any Registrable Securities registered pursuant to this Section 8 to be qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request and shall continue such registration or qualification in effect in such jurisdictions; provided, however, that the Registrant shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason of this provision.(c) The registration rights set forth in this Section 8 are subject to the condition that the Holder shall provide the Registrant with such i nformation with respect to such Holder’s Registrable Securities, the plan for distribution thereof, and such other information with respect to such Holder as, in the reasonable judgment of counsel for the Registrant, is necessary to enable the Registrant to include in a registration statement all material facts required to be disclosed with respect to a registration thereunder.(d) A registration effected under this Section 8 shall be effected at the Registrant’s expense, except for underwriting discoun ts and commissions and the fees and expenses of counsel to the Holder, and the Registrant shall provide to the underwriters such documentation (including certificates, opinions of counsel and comfort letters for auditors) as are customary in connection with underwritten public offerings and as such underwriters may reasonably require. Inconnection with any registration, the parties agree (i) to indemnify each other and the underwriters in the customary manner and (ii) to enter into an underwriting agreement in form and substance customary for transactions of this type with the underwriters participating in such offering.9. Adjustment Upon Changes in Capitalization(a) In the event of any change in the AAA Shares by reason of stock dividends, split-ups, mergers (other than the Merger), recapitalizations, combinations, exchanges of shares and the like, the type and number of shares or securities subject to the Option, the Exercise Ratio and the Exercise Price shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that BBB shall receive, upon exercise of the Option, the number and class of shares or other securities or property that BBB would have received in respect of the AAA Shares if the Option had been exercised immediately prior to such event or the record date therefor, as applicable.(b) In the event of any change in the BBB Shares by reason of stock dividends, split-ups, mergers (other than the Merger), recapitalizations, combinations, exchanges of shares and the like, thetype and number of shares or securities which BBB can deliver to AAA pursuant to Section 4 hereof if full payment for an AAA Shares to be purchased and the Exchange Ratio shall be adjusted appropriately.10. Restrictive LegendsEach certificate representing Option Shares issued to BBB hereunder, and each certificate representing BBB Shares delivered to AAA at a Closing, shall include a legend in substantially the following form:THE SECURITIES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS A V AILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF _________,_________,_________(M,D,Y), A COPY OF WHICH MAY BE OBTAINED FROM BBB, INC.11. ListingAAA, upon the request of BBB, shall promptly file an application to list the AAA Shares to be acquired upon exercise of the Option for quotation on the Nasdaq National Market and shall use its best efforts to obtain approval of such listing as soon as practicable. BBB, upon the request of AAA, shall promptly file an application to list the BBB Shares issued and delivered to AAA pursuant to Section 4 for quotation on the Nasdaq National Market and shall use its best efforts to obtain approval of such listing as soon as practicable.12. Binding EffectThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies of any nature whatsoever by reason of this Agreement. Any shares sold by a party in compliance with the provisions of Section 8 shall, upon consummation of such sale, be free of the restrictions imposed with respect to such shares by this Agreement and anytransferee of such shares shall not be entitled to the rights of such party. Certificates representing shares sold in a registered public offering pursuant to Section 8 shall not be required to bear the legend set forth in Section 10.13. Specific PerformanceThe parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement. In the event that any action shall be brought in equity to enforce the provisions of the Agreement, neither party will allege, and each party hereby waives the defense, that there is an adequate remedy at law.14. Entire AgreementThis Agreement and the Merger Agreement (including theappendices thereto) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.15. Further AssurancesEach party will execute and deliver all such further documents and instruments and take all such further action as may be necessary in order to constitute the transactions contemplated hereby.16. ValidityThe invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and shall execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.17. NoticesAll notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):(a) if to AAA, to:AAA, Inc.Address: _________Fax No.: _________Tel: _________Attention:_________with a copy to:Addressee:_________Address: _________Fax No.: _________ Tel: _________ Attention:_________(b) If to BBB, to: BBB, Inc.Address: _________ Fax No.: _________ Tel: _________ Attention:_________with a copy to:Addressee:_________ Address: _________ Fax No.: _________ Tel: _________ Attention:_________18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of _________(Placename) applicable to agreements made and to be performed entirely within such State.19. CounterpartsThis Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but both of which, taken together, shall constitute one and the same instrument.20. ExpensesExcept as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.21. Amendments; WaiverThis Agreement may be amended by the parties hereto and theterms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.22. AssignmentNeither of the parties hereto may sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement or the Option created hereunder to any other person, without the express written consent of the other party.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.。

StockOptionAgreement优先认股权协议_6.doc

Stock Option Agreement优先认股权协议-WHEREAS, Grantee and Issuer are concurrently with the execution and delivery of this Agreement entering into an Agreement and Plan of Merger (the Merger Agreement ) pursuant to which, among other things, a wholly owned subsidiary of Grantee will merge with and into Issuer on the terms and subject to the conditions stated therein; andWHEREAS, in order to induce Grantee to enter into the Merger Agreement and as a condition for Grantee’s agreeing so to do, Issuer has granted to Grantee the Stock Option (as hereinafter defined), on the terms and conditions set forth herein;NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Merger Agreement, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:Section 1 . Definitions. Capitalized terms used and not defined herein have the respective meanings assigned to them in the Merger Agreement.Section 2. Grant of Stock Option. Issuer hereby grants to Granteean irrevocable option (the Stock Option ) to purchase, on the terms and subject to the conditions hereof, for $,_________ per share (the Exercise Price ) in cash, up to _________ fully paid and non-a ssessable shares of Issuer’s common stock, par value $,_________ per share (the Common Stock ), representing approximately X% of Issuer’s issued and outstanding Common Stock or such greater number of shares as represent X% of the number of shares of Common Stock issued and outstanding at the time of first exercise (without giving effect to any shares subject to the Stock Option) (the Option Shares ). The Exercise Price and number of Option Shares shall be subject to adjustment as provided in Section 5 below.Section 3. Exercise of Stock Option.(a) Grantee may, subject to the provisions of this Section 3, exercise the Stock Option, in whole or in part, at any time or from time to time, after the occurrence of a Company Trigger Event (defined below) and prior to the Termination Date. Termination Date shall mean, subject to Section 10(a), the earliest of (i) the Effective Time of the Merger, (ii) 120 days after the date full payment contemplated by Section 9.3(a) of the Merger Agreement is made by Issuer to Grantee thereunder (or if, at the expiration of such period, the Stock Option cannot be exercised by reason of any applicablejudgment, decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed), (iii) the date of the termination of the Merger Agreement in circumstances which do not constitute a Company Trigger Event or (iv) the first anniversary of the date of termination of the Merger Agreement. Notwithstanding the occurrence of the Termination Date, Grantee shall be entitled to purchase Option Shares pursuant to any exercise of the Stock Option, on the terms and subject to the conditions hereof, to the extent Grantee exercised the Stock Option prior to the occurrence of the Termination Date. A Company Trigger Event shall mean an event the result of which is that the Fee required to be paid by Issuer to Grantee pursuant to Section 9.3(a) of the Merger Agreement is payable.(b) Grantee may purchase Option Shares pursuant to the Stock Option only if all of the following conditions are satisfied: (i) no preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States shall be in effect prohibiting delivery of the Option Shares, (ii) any waiting period applicable to the purchase of the Option Shares under the HSR Act shall have expired or been terminated, and (iii) any prior notification to or approval of any other regulatory authority in the United States or elsewhere required in connection with such purchase shall have been made or obtained, other than those which if not made or obtained would not reasonably be expected to result in asignificant detriment to Issuer and its Subsidiaries, taken as a whole.(c) If Grantee shall be entitled to and wishes to exercise the Stock Option, it shall do so by giving Issuer written notice (the Stock Exercise Notice ) to such effect, specifying the number of Option Shares to be purchased and a place and closing date not earlier than three business days nor later than 10 business days from the date of such Stock Exercise Notice. If the closing cannot be consummated on such date because any condition to the purchase of Option Shares set forth in Section 3(b) has not been satisfied or as a result of any restriction arising under any applicable law or regulation, the closing shall occur five days (or such earlier time as Grantee may specify) after satisfaction of all such conditions and the cessation of all such restrictions.(d) So long as the Stock Option is exercisable pursuant to the terms of Section 3(a), Grantee may elect to send a written notice to Issuer (the Cash Exercise Notice ) specifying a date not later than _________ business days and not earlier than 5 business days following the date such notice is given on which date Issuer shall pay to Grantee in exchange for the cancellation of the relevant portion of the Stock Option an amount in cash equal to the Spread (as hereinafter defined) multiplied by all or such relevant portion of the Option Shares subject to the Stock Option as Grantee shallspecify. As used herein, Spread shall mean the excess, if any, over the Exercise Price of the higher of (x) if applicable, the highest price per share of Common Stock paid or proposed to be paid by any Person pursuant to any Acquisition Proposal relating to Issuer (the Proposed Alternative Transaction Price ) or (y) the average of the closing prices of the shares of Common Stock on the principal securities exchange or quotation system on which the Common Stock is then listed or traded as reported in The Wall Street Journal (but subject to correction for typographical or other manifest errors in such reporting) for the five consecutive trading days immediately preceding the date on which the Cash Exercise Notice is given (the Average Market Price ). If the Proposed Alternative Transaction Price includes any property other than cash, the Proposed Alternative Transaction Price shall be the sum of (i) the fixed cash amount, if any, included in the Proposed Alternative Transaction Price plus (ii) the fair market value of such other property. If such other property consists of securities with an existing public trading market, the average of the closing prices (or the average of the closing bid and asked prices if closing prices are unavailable) for such securities in their principal public trading market on the five trading days ending five days prior to the date on which the Cash Exercise Notice is given shall be deemed to equal the fair market value of such property. If such other property includes anything other than cash or securities with an existing public trading market, the Proposed Alternative Transaction Price shall be deemed to equal the Average Market Price. Upon exercise of its right pursuant to this Section 3(d) and thereceipt by Grantee of the applicable cash amount with respect to the Option Shares or the applicable portion thereof, the obligations of Issuer to deliver Option Shares pursuant to Section 3(e) shall be terminated with respect to the number of Option Shares specified in the Cash Exercise Notice. The Spread shall be appropriately adjusted, if applicable, to give effect to Section 5.(e) (i) At any closing pursuant to Section 3(c) hereof, Grantee shall make payment to Issuer of the aggregate purchase price for the Option Shares to be purchased and Issuer shall deliver to Grantee a certificate representing the purchased Option Shares, registered in the name of Grantee or its designee and (ii) at any closing pursuant to Section 3(d) hereof, Issuer will deliver to Grantee cash in an amount determined pursuant to Section 3(d) hereof. Any payment made by Grantee to Issuer, or by Issuer to Grantee, pursuant to this Agreement shall be made by wire transfer of immediately available funds to a bank designated by the party receiving such funds, provided that the failure or refusal by Issuer to designate such a bank account shall not preclude Grantee from exercising the Stock Option. If at the time of the issuance of Option Shares pursuant to the exercise of the Stock Option, rights pursuant to any shareholder rights plan are outstanding, then the Option Shares issued pursuant to such exercise shall be accompanied by corresponding shareholder rights.(f) Certificates for Common Stock delivered at the closing described in Section 3(c) hereof shall be endorsed with a restrictive legend which shall read substantially as follows:The transfer of the shares represented by this certificate is subject to resale restrictions arising under the Securities Act of 1933, as amended.It is understood and agreed that the above legend shall be removed by delivery of substitute certificate(s) without this reference (i) if Grantee shall have delivered to Issuer a copy of a no-action letter from the staff of the Securities and Exchange Commission, or a written opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the effect that such legend is not required for purposes of, or resale may be effected pursuant to an exemption from registration under, the Securities Act or (ii) in connection with any sale registered under the Securities Act. In addition, these certificates shall bear any other legend as may be required by applicable law.Section 4. Representations of Grantee. Grantee hereby represents and warrants to Issuer that any Option Shares acquired by Granteeupon the exercise of the Stock Option will not be, and the Stock Option is not being, acquired by Grantee with the intention of making a public distribution thereof, other than pursuant to an effective registration statement under the Securities Act or otherwise in compliance with the Securities Act.Section 5. Adjustment upon Changes in Capitalization or Merger.(a) In the event of any change in the outstanding shares of Common Stock by reason of a stock dividend, stock split, reverse stock split, split-up, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or similar transaction which would affect Grantee’s rights hereunder, the type and number of shares or securities purchasable upon the exercise of the Stock Option and the Exercise Price shall be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that Grantee will receive upon exercise of the Stock Option a number and class of shares or amount of other securities or property that Grantee would have received in respect of the Option Shares had the Stock Option been exercised immediately prior to such event or the record date therefor, as applicable. In no event shall the number of shares of Common Stock subject to the Stock Option exceed X% of the number of shares of Common Stock issued and outstanding at thetime of first exercise (without giving effect to any shares subject or issued pursuant to the Stock Option).(b) Without limiting the foregoing, whenever the number of Option Shares purchasable upon exercise of the Stock Option is adjusted as provided in this Section 5, the Exercise Price shall be adjusted by multiplying the Exercise Price by a fraction, the numerator of which is equal to the number of Option Shares purchasable prior to the adjustment and the denominator of which is equal to the number of Option Shares purchasable after the adjustment.(c) Without limiting or altering the parties’ rights and obligations under the Merger Agreement, in the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or one of its Subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Grantee or one of its Subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with this merger, the shares of Common Stock outstanding immediately prior to the consummation of this merger will be changed into or exchanged for stock or other securities of Issuer or any other Person or cash or any other property, or the shares of Common Stock outstandingimmediately prior to the consummation of such merger will, after such merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing this transaction shall make proper provision so that the Stock Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Option Shares had the Stock Option been exercised immediately prior to such consolidation, merger, sale or transfer or the record date therefor, as applicable, and will make any other necessary adjustments. Issuer shall take such steps in connection with such consolidation, merger, liquidation or other transaction as may be reasonably necessary to assure that the provisions hereof shall thereafter apply as nearly as possible to any securities or property thereafter deliverable upon exercise of the Stock Option.Section 6. Further Assurances; Remedies.(a) Issuer agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of CommonStock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement).(b) Issuer agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by Issuer.(c) Issuer agrees that promptly after the occurrence of a Company Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval ofany other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee in Grantee’s preparing and processing the required notices or applications) in order to permit Grantee to exercise the Stock Option and purchase Option Shares pursuant to such exercise.(d) The parties agree that Grantee would be irreparably damaged if for any reason Issuer failed, in breach of its obligations hereunder, to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by Issuer. Accordingly, if Grantee should institute an action or proceeding seeking specific enforcement of the provisions hereof, Issuer hereby waives the claim or defense that Grantee has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Issuer further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Grantee may have against Issuer for any failure to perform its obligations underthis Agreement.Section 7. Listing of Option Shares. Promptly after the occurrence of a Company Trigger Event and from time to time thereafter if necessary, Issuer will apply to list all of the Option Shares subject to the Stock Option on the NYSE and will use its reasonable best efforts to obtain approval of such listing as soon as practicable.Section 8. Registration of the Option Shares.(a) If, within two years of the exercise of the Stock Option, Grantee requests Issuer in writing to register under the Securities Act any of the Option Shares received by Grantee hereunder, Issuer will use its reasonable best efforts to cause the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith Issuer shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Grantee’s request) a registration statement under the Securities Act (which complies with the requirements of applicable federal and state securities laws) to effect such registration on an appropriate form, which would permit thesale of the Option Shares by Grantee in accordance with the plan of disposition specified by Grantee in its request. Issuer shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence; provided, however, that Issuer may postpone the filing of a registration statement relating to a registration request by Grantee under this Section 8 for a period of time (not in excess of 90 days) if in Issuer’s reasonable, good faith judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential (but in no event shall Issuer exercise such postponement right more than once in any twelve month period).(b) Issuer shall notify Grantee in writing not less than 10 days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock. If Grantee wishes to have any portion of its Option Shares included in such registration statement, it shall advise Issuer in writing to that effect within two business days following receipt of such notice, and Issuer will thereupon include the number of Option Shares indicated by Grantee under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise Issuer that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on a commerciallyreasonable basis, priority shall be given to securities intended to be registered by Issuer for its own account and, thereafter, Issuer shall include in such registration Option Shares requested by Grantee to be included therein pro rata with the shares of Common Stock intended to be included therein by other stockholders of Issuer.(c) All expenses relating to or in connection with any registration contemplated under this Section 8 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at Issuer’s expense except for underwriting discounts or commissions and brokers’ fees. Issuer and Grantee agree to enter into a customary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. Issuer shall indemnify and hold harmless Grantee, its officers, directors, agents, other controlling persons and any underwriters retained by Grantee in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Grantee, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Grantee or its underwriters to Issuer. Grantee and itsunderwriters, respectively, shall indemnify and hold harmless Issuer to the same extent with respect to information furnished in writing to Issuer by Grantee and such underwriters, respectively.Section 9. Repurchase Election.(a) Grantee shall have the option, at any time and from time to time commencing upon the first occurrence of a Company Trigger Event in which the consideration to be received by Issuer or its stockholders, as the case may be, upon consummation of an Acquisition Proposal consists in whole or in part of shares of capital stock of a third party and ending on the tenth business day after the first mailing to Issuer’s stockholders of a proxy statement, tender offer statement or other disclosure or offering document relating to such Acquisition Proposal, to send a written notice to Issuer (a Repurchase Notice ) that it will require Issuer (or any successor entity thereof) to pay to Grantee the Repurchase Fee (as defined below) as provided in Section 9(b) below, upon delivery by Grantee of the shares of Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership. The date on which Grantee delivers the Repurchase Notice under this Section 9 is referred to as the Repurchase Request Date . The Repurchase Fee shall be equal to the sum of the following:(i) the aggregate Exercise Price paid by Grantee for any shares of Common Stock acquired pursuant to the Stock Option with respect to which Grantee then has beneficial ownership; and(ii) subject to the maximum amounts specified in Section 11, the Spread, multiplied by the number of shares of Common Stock with respect to which the Stock Option has been exercised and with respect to which Grantee then has beneficial ownership.(b) If Grantee exercises its rights under this Section 9, within five business days after the Repurchase Request Date, (i) Issuer shall pay by wire transfer to Grantee the Repurchase Fee in immediately available funds to an account designated in writing by Grantee to Issuer, and (ii) Grantee shall surrender to Issuer certificates evidencing the shares of Common Stock acquired hereunder with respect to which Grantee then has beneficial ownership, and Grantee shall warrant that it has sole record and beneficial ownership of such shares and that the same are then free and clear of all liens, claims, charges and encumbrances of any kind whatsoever.(c) Issuer shall use its reasonable best efforts to ensure that it can fully perform all of its obligations under this Section 9 underapplicable law.Section 10. Miscellaneous.(a) Extension of Exercise Periods. The periods during which Grantee may exercise its rights under Sections 2 and 3 hereof shall be extended in each such case at the request of Grantee to the extent necessary to avoid liability by Grantee under Section 16(b) of the Exchange Act by reason of such exercise and to the extent necessary to obtain all regulatory approvals required for the exercise of such rights.(b) Amendments; Entire Agreement. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. This Agreement, together with the Merger Agreement (including any exhibits and schedules thereto), contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transactions.(c) Notices. All notices, requests and other communications to either party hereunder shall be in writing (including facsimile or similar writing) and shall be given, if to Grantee, to:。

StockOptionAgreement优先认股权协议_10.doc

Stock Option Agreement优先认股权协议-Stock Option Agreement dated as of _________,_________,_________(M,D,Y)between AAA Inc., a _________(Placename) corporation (the Company ), and _________ (the Grantee ).1) The Company hereby grants to the Grantee, as of the date set forth above, in consideration of the Grantee’s continued employment with the Company or a direct or indirect subsidiary of the Company, an option (the Option ) to purchase an aggregate of [_________] shares of the Common Stock of the Company,$,_________ par value per share, at an exercise price of $,_________ per share, subject to the vesting, exercise provisions and other terms and conditions set forth below.2) The shares subject to the Option shall vest (a) as to 25% of the shares subject to the Option, on the first anniversary of the date of grant of the Option; and (b) as to the remaining 75% of the shares subject to the Option, in 12 equal quarterly installments beginning one calendar quarter after the date of such anniversary.3) If the Grantee ceases for any reason to be an employee of theCompany, or any direct or indirect subsidiary of the Company, any part of the Option not then vested will be cancelled and will be of no further force or effect. If the Grantee ceases for any reason, other than death or Disability (as defined below), to be an employee of the Company, or any direct or indirect subsidiary of the Company, any part of the Option then vested and not exercised within ninety (90) days after the date of the termination of his employment will be cancelled and will be of no further force or effect, provided that such 90-day period may be extended by the Company’s Board of Directors in its sole discretion.4) If the Grantee dies while in the employ of the Company, or any direct or indirect subsidiary of the Company, the Option may be exercised, to the extent of the number of shares with respect to which the Grantee could have exercised it on the date of his death, by his estate, personal representative or beneficiary, at any time within 180 days after the date of death. If the Grantee ceases to be employed by the Company, or a direct or indirect subsidiary of the Company, by reason of his Disability, the Option may be exercised, to the extent of the number of shares with respect to which he could have exercised it on the date of the termination of his employment, at any time within one (1) year after such termination. At the expiration of such 180-day or one year period, whichever is the earlier, the Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before suchtermination. Disability shall mean permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of _________(Year), as amended, or any successor statute.5) If the Company determines in good faith that the Grantee has violated any obligation of confidentiality, non-competition or non-solicitation of employees, customers or suppliers owed to the Company, then, in the sol e discretion of the Company’s Board of Directors, (1) any part of the Option not yet exercised will be cancelled and will be of no further force or effect, effective upon written notice from the Company to the Grantee and (2) any shares of the capital stock of the Company held by the Grantee which were purchased by the Grantee through exercise of the Option or any part of the Option will be repurchased by the Company at a price equal to the exercise price paid by the Grantee, effective upon written notice f rom the Company to the Grantee accompanied by the Company’s tender of the price for such repurchase, and will cease to be held by the Grantee. The Company may, in the sole discretion of the Company’s Board of Directors, exercise either, both or neither of the foregoing remedies, and such remedies shall be in addition to all other remedies available to the Company for violations of any such obligation.6) The Option is exercisable, in whole or in part, with respect toany then vested shares only from and after the first to occur of the following events: (a) the closing of an underwritten public offering of shares of Common Stock of the Company; or (b) any liquidation, dissolution or winding up of the Company or any consolidation or merger of the Company with or into any other corporation or corporations in which the stockholders of the Company immediately prior to such transaction own 50% or less of the voting power of the surviving entity immediately following such transaction, or a sale, conveyance or disposition of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Corporation is disposed of.7) The Option (or any part or installment thereof) may be exercised by the Grantee’s delivering to the Company a duly executed Notice of Exercise of Option as described below, together with provision for payment of the full purchase price in accordance with this Agreement for the shares as to which the Option is being exercised, and upon compliance with any other conditions set forth in this Agreement. Such written notice must be signed by the Grantee, state the number of shares with respect to which the Option is being exercised and contain any representations required by this Agreement. Payment of the purchase price for the shares as to which the Option is being exercised may be made (i) in United States dollars in cash or by check, or (ii) at the discretion of the Company’sBoard of Directors, by any other means, including a promissory note of the Grantee, which the Board of Directors determines to be acceptable.8) The Option granted herein is subject to the following additional terms and provisions:a) The Option is not transferable by the Grantee otherwise than by will or laws of descent and distribution to the Grantee’s spouse and lineal descendants, and is exercisable, during the Grantee’s lifetime, only by him or her.b) The Option may be exercised in whole or in part from time to time, provided that the Option may not be exercised as to less than one hundred (100) shares at any one time, unless it is being exercised in full and the balance of shares subject to the Option is less than one hundred.c) The shares of Common Stock underlying the Option and the exercise price therefor and the minimum number of shares that may be purchased at any one time will be appropriately adjusted from time to time for stock splits, reverse stock splits, stock dividends andreclassifications of shares.d) If the Company is to be consolidated with or acquired by another entity in a merger, or in the event of a sale of all or substantially all of the Company’s assets (an Acquisition ), the Company may take such action with respect to the Option as the Company’s Board of Directors may deem to be equitable and in the best interests of the Company and its stockholders under the circumstances, including, without limitation, (i) making appropriate provision for the continuation of the Option by substituting on an equitable basis for the shares then subject to the Option either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity or (ii) giving the Grantee reasonable advance notice of the pendency of the Acquisition and canceling the Option effective upon the Acquisition if it is not exercised prior to the Acquisition. Nothing contained herein will be deemed to require the Company to take, or refrain from taking, any one or more of the foregoing actions.e) The Grantee will not have any rights as a stockholder with respect to any shares of Common Stock covered by the Option except after due exercise of the Option and tender of the full purchase price for the shares being purchased pursuant to suchexercise and registration of the shares in the Company’s share register in the name of the Grantee.f) Unless the offering and sale of the shares to be issued upon the exercise of the Option has been registered under the Securities Act and any applicable State Blue Sky laws, the Company will be under no obligation to issue the shares covered by such exercise unlessi) the person who exercises the Option represents and warrants to the Company at the time of such exercise that such person is acquiring such shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of any such shares andii) the Company has received an opinion of its counsel that the shares may be issued upon such exercise in compliance with the Securities Act and any applicable State Blue Sky laws without registration thereunder.g) Each certificate representing shares of Common Stock issued upon exercise of the Option (except to the extent that the restrictions described in any such legend are no longer applicable) will be bearlegends in substantially the following form (in addition to any legend required under applicable state securities laws):THE SHARES REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP RESTRICTION OF UP TO 180 DAYS FOLLOWING THE INITIAL UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES.h) In connection with the initial underwritten public offering of the Company’s Common Stock, the Grantee will not, without the prior written consent of the Company, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of or transfer his or her economic risk with respect to any shares of Common Stock for a period of 180 days after the date of the final prospectus used in connection with such offering. The Grantee willexecute and deliver such documents as the Company may request confirming the foregoing.9) At any time when the Grantee wishes to exercise the Option, in whole or in part, the Grantee will submit to the Company, a duly executed Notice of Exercise of Option in the form attached hereto as Exhibit A. Copies of such notice are available from the Secretary or an Assistant Secretary of the Company.10) All notices made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party (b) when received, if sent by an overnight delivery service, postage prepaid, addressed, if to the Grantee, as set forth below, and if to the Company, to the Company’s principal offices.IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President or a Vice President or its Secretary or an Assistant Secretary and the Grantee has hereunto set his or her hand as of the date first above written.。

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。

StockOptionAgreement职工优先认股权条约.doc

Stock Option Agreement职工优先认股权协议-Section 3.1 Commencement of ExercisabilitySubject to subsection (g) and Section 3.3,(a) 25% of the Option shall become exercisable in four cumulative installments as follows:(i) The first installment shall consist of ten percent of the shares covered by such Option and shall become exercisable on _________,_________,_________(M/D/Y);(ii) The second installment shall consist of five percent of the shares covered by such Option and shall become exercisable on _________,_________,_________(M/D/Y);(iii) The third installment shall consist of five percent of the shares covered by such Option and shall become exercisable on_________,_________,_________(M/D/Y);(iv) The fourth installment shall consist of five percent of the shares covered by such Option and shall become exercisable on _________,_________,_________(M/D/Y);(b) 75% of the Option shall become fully exercisable on the day immediately preceding the tenth anniversary following the date of grant, provided that the Optionee remains continuously employed in active service by the Company from the date of grant through such date.(c) Notwithstanding Section 3.1(b),(i)(A) An installment consisting of 10% of the shares covered by the Option shall become exercisable on, or within 90 days following, the December 31 of each calendar year _________ through _________ as determined by the Committee in its sole discretion if (i) the Cash Flow for Debt Amortization as of such_________,_________(M/D) equals or exceeds 50% of the Cash Flow for Debt Amortization Target for such year, and (ii) the Cumulative Cash Flow for Debt Amortization as of such _________,_________(M/D)equals or exceeds the Cumulative Cash Flow for Debt Amortization Target through such December 31.(B) An installment consisting of 7.5% of the shares covered by the Option shall become exercisable within 90 days following each of _________,_________,_________(M/D/Y) through _________,_________,_________(M/D/Y) if (i) the Cash Flow for Debt Amortization as of such _________,_________(M/D) equals or exceeds 50% of the Cash Flow for Debt Amortization Target for such calendar year, and (ii) the Cumulative Cash Flow for Debt Amortization as of such _________,_________(M/D) equals or exceeds the Cumulative Cash Flow for Debt Amortization Target through such _________,_________(M/D).If the Cumulative Cash Flow for Debt Amortization as of the end of any calendar year _________ through _________ is less than the Cumulative Cash Flow for Debt Amortization Target through the end of such year, but Cash Flow for Debt Amortization for such year is at least 80% of the Cash Flow for Debt Amortization Target for such year,that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i) with respect to such yearshall become exercisable on, or within 90 days following, the last day of the first calendar year ending on or prior to _________,_________,_________(M/D/Y) as of which the Cumulative Cash Flow for Debt Amortization equals or exceeds the Cumulative Cash Flow for Debt Amortization Target through such _________,_________(M/D).(ii) If the Cash Flow for Debt Amortization for any calendar year _________ through _________ is less than 80% of the Cash Flow for Debt Amortization Target for such year, that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i)with respect to such year shall become exercisable only in accordance with Section 3.1(b).(d) Notwithstanding Section 3.1(b)(i) An installment consisting of 5.0% of the shares covered by the Option shall become exercisable within 90 days following the _________,_________(M/D) of each calendar year _________ through _________ if the EBITDA for the year ending on such _________,_________(M/D) plus the Cumulative EBITDA Excess as of such _________,_________(M/D) equals or exceeds the EBITDA Target for such year.(ii) An installment consisting of 7.5% of the shares covered by the Option shall become exercisable within 90 days following each of _________,_________,_________(M/D/Y) through _________,_________,_________(M/D/Y) if the EBITDA as of such _________,_________(M/D) plus the Cumulative EBITDA Excess as of such _________,_________(M/D) equals or exceeds the EBITDA Target for such year.(iii) If the EBITDA for any calendar year _________ through _________ plus the Cumulative EBITDA Excess as of the December 31 of such year is less than the EBITDA Target for such year, that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(d)(i) or (ii) with respect to such year shall become exercisable only in accordance with Section 3.1(b).(e) Notwithstanding the foregoing provisions of this Section 3.1, but subject to subsection (g), upon the occurrence of the first Corporate Transaction,(i) that portion of the Option that remains eligible to becomeexercisable pursuant to Section 3.1(a), and(ii) that portion of the of the Option that remains eligible to become exercisable pursuant to Sections 3.1(c)(i) or (ii) or 3.1(d)(i) or (ii) at any time on or after the effective date of such Corporate Transaction shall, immediately prior to the effective date of such Corporate Transaction, automatically become exercisable in full. However, no outstanding Option (or any portion thereof) shall so accelerate if and to the extent such Option (or portion thereof) is, in connection with the Corporate Transaction, either to be assumed by the successor or survivor corporation (or parent thereof) or to be replaced with a comparable right with respect to shares of the capital stock of the successor or survivor corporation (or parent thereof) or with respect to other property. The determination of comparability of rights under the preceding sentence shall be made by the Committee, and its determination shall be final, binding and conclusive.(f) The Committee shall make the determination as to whether the respective Cash Flow for Debt Amortization Targets, Cumulative Cash Flow for Debt Amortization Targets and EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each calendar year such date shall not be later than the 90th dayfollowing December 31 of such calendar year.(g) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.Section 3.2 Duration of ExercisabilityThe installments provided for in Section 3.1 are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable.Section 3.3 Expiration of Option(a) The Option may not be exercised to any extent by anyone after the first to occur of the following events:(i) The expiration of ten years from the date the Option was granted; or(ii) In the case of an Optionee owning (within the meaning of Section 424(d) of the Code), at the time the Incentive Stock Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary corporation, the expiration of five years from the date the Incentive Stock Option was granted; or(iii) Except as the Committee may otherwise approve, the date of the Optionee’s Termination of Employment for any reason other than death or disability (as defined in Section 22(e)(3) of the Code); or(iv) In the case of an Optionee whose Termination of Employment is by reason of his or her disability (within the meaning of Section 22(e)(3) of the Code), the expiration of 12 months from the date of the Optionee’s Termination of Employment, unless the Optionee dies within said 12 month period, in which case the Option shall cease to be exercisable upon the expiration of 180 days from the date of the Optionee’s death; or(v) The expiration of 180 days from the date of the Optionee’s death.Section 3.4 Partial ExerciseAny exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable; provided, however, that each partial exercise shall be for not less than one hundred (100) shares (or the minimum installment set forth in Section 3.1, if a smaller number of shares) and shall be for whole shares only.Section 3.5 Exercise of OptionThe exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article V of the Plan.Section 3.6 Special Tax ConsequencesThe Optionee acknowledges that, to the extent that the aggregate fair market value of stock with respect to which incentivestock options (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code), including the Option, are exercisable for the first time by the Optionee during any calendar year (under the Plan and all other stock option plans of the Company, any Subsidiary and any parent corporation) exceeds $ _________, such options shall be treated as not qualifying under Section 422 of the Code but rather shall be treated and taxable as non-qualified options. The Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted, and the stock certificate issued upon exercise of options shall designate whether such stock was acquired upon exercise of an Incentive Stock Option. For purposes of these rules, the fair market value of stock shall be determined as of the date of grant of the applicable option covering such stock.Stock Option and Tender Agreement股票期权标购协议-WHEREAS, Purchaser, BBB, and the Company are entering into an Agreement and Plan of Merger (the Merger Agreement )pursuant to which BBB has agreed to make a tender offer (the Offer ) for all outstanding shares of Class A Common Stock, par value $ _________ per share, and Class B Common Stock, par value $ _________ per share (collectively, the Common Stock ), of the Company at $ _________ per share (the Offer Price ), net to the seller in cash, to be followed by a merger (the Merger ) of BBB with and into the Company.WHEREAS, as a condition to the willingness of Purchaser to enter into the Merger Agreement, Purchaser has required that each Stockholder agree, and in order to induce Purchaser to enter into the Merger Agreement, each Stockholder has agreed, among other things, (i) to tender in the Offer all of the shares of Common Stock now owned or which may hereafter be acquired by such Stockholder (the Shares ), (ii) to grant Purchaser the option to purchase the Shares in certain circumstances, (iii) to appoint Purchaser as each Stockholder’s proxy to vote the Shares in connection with the Merger Agreement, and (iv) with respect to certain questions put to stockholders of the Company for a vote, to vote the Shares, in each case, in accordance with the terms and conditions of this Agreement.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree asfollows:1. Tender of Shares. Each Stockholder severally (and not jointly) agrees to tender and sell to Purchaser and/or BBB pursuant to the Offer all of the Shares legally and/or beneficially owned by such Stockholder (as set forth on Schedules A and B hereto) (or, with respect to pledged Shares described on Schedule A or B, to use reasonable best efforts to cause the pledgees to so tender and sell, and to otherwise comply with the terms of this Agreement). Each Stockholder severally (and not jointly) agrees that such Stockholder shall deliver to the depositary for the Offer, no later than the tenth business day following the commencement of the Offer, either a letter of transmittal together with the certificates for the Shares, if available, or a Notice of Guaranteed Delivery , if the Shares are not available; provided that each Stockholder shall use all reasonable efforts to complete the foregoing within 5 business days following the commencement of the Offer; provided, further, any tender made after 5 business days following the commencement of the Offer may not be made pursuant to a Notice Guaranteed Delivery . Each Stockholder severally (and not jointly) agrees not to withdraw any Shares tendered into the Offer.2. Stock Option.2.1 Grant of Stock Option. Each Stockholder hereby grants to Purchaser an irrevocable option (the Stock Option ) to purchase all of the Shares legally and/or beneficially owned by such Stockholder (as set forth on Schedules A and B hereto), at such time as Purchaser may exercise the Stock Option during the Exercise Period (as defined below), at a purchase price equal to the Offer Price; provided that such Shares Subject to the Stock Option shall include all Class B shares so owned by such Stockholder and such number of Class A shares as shall be equal to the lesser of (x) all Class A shares so owned by such Stockholder and (y) such number of Class B shares.2.2 Exercise of Stock Option.(a) Subject to Section 2.3 hereof, the Stock Option may be exercised by Purchaser, in whole and for all Stockholders but not in part or for less than all Stockholders, upon termination or expiration of the Offer, and during the period (the Exercise Period ) commencing on the later of _________(M,D,Y) and the termination or expiration of the Offer and ending on the date 10 business days after the date such period commenced; provided that if the Merger Agreement shall terminate solely by reason o f the Company’s exercise of its termination rights pursuant to Section 9.1(b)(iii) of theMerger Agreement, the Exercise Period shall commence on such date and end on the date 10 business days thereafter.(b) In the event Purchaser wishes to exercise the Stock Option, Purchaser shall send a written notice (an Exercise Notice ) during the Exercise Period to each Stockholder specifying that Purchaser shall purchase the total number of Shares held by such Stockholder and a date, which shall be a business day, and a place, which shall be in The City of _________(PLACENAME), for the closing of such purchase (the Stock Option Closing ).(c) Upon receipt of the Exercise Notice, each Stockholder shall be obligated to deliver to Purchaser a certificate or certificates representing the number of Shares held by such Stockholder (or to direct the depository for the Offer to so deliver such certificate or certificates), in accordance with the terms of this Agreement, on the later of the date specified in such Exercise Notice and the first business day on which the conditions specified in Section 2.3 shall be satisfied. The date specified in such Exercise Notice may be as early as one business day after the date of such Exercise Notice.2.3 Conditions to Delivery of the Shares. The obligation of the Stockholders to deliver the Shares upon exercise of the Stock Optionis Subject to the following conditions:(a) All waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the exercise of the Stock Option and the delivery of the Shares shall have expired or been terminated;(b) There shall be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the exercise of the Stock Option or the delivery of the Shares in respect of such exercise; and(c) The Offer shall have expired or terminated without any shares of Common Stock being purchased thereunder and without any violation of the Offer by the Purchaser or BBB.2.4 Stock Option Closings. At the Stock Option Closing, each Stockholder will deliver to Purchaser a certificate or certificates evidencing the number of Shares owned by such Stockholder, each such certificate being duly endorsed in blank and accompanied by such stock powers and such other documents as may be necessary in Purchaser’s judgment to transfer record ownership of the Shares intoPurchaser’s name on the stock transfer books of the Company, and Purchaser will purchase the delivered Shares at the Offer Price. All payments made by Purchaser to the Stockholders pursuant to this Section 2.4 shall be made by wire transfer of immediately available funds or by certified bank check payable to the Stockholders, in an amount for each Stockholder equal to the product of (a) the Offer Price and (b) the number of Shares delivered by such Stockholder in respect of the Stock Option Closing.2.5 Adjustments Upon Changes in Capitalization. In the event of any change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, Subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting Purchaser’s rights and privileges under this Agreement, the number and kind of the Shares and the consideration payable in respect of the Shares shall be appropriately and equitably adjusted to restore to Purchaser its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of Purchaser, the Stock Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser would be entitled to purchase pursuant to the immediately precedingsentence, whatever securities, cash or other property the Shares Subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.3. Representations and Warranties of Stockholders. Each Stockholder severally (and not jointly), represents and warrants to Purchaser and BBB that:3.1 Power and Authority. Except as disclosed in writing to Purchaser (including in Schedules A and B), such Stockholder has all necessary power and authority to enter into this Agreement and to sell, assign, transfer and deliver to BBB, pursuant to the terms and conditions of this Agreement and the Merger Agreement, the Shares legally and/or beneficially owned by such Stockholder (as set forth on Schedules A and B hereto);3.2 No Other Rights. Except for this Agreement and as shown on Schedule A or B, there are no outstanding options, warrants or rights to purchase or acquire such Shares of such Stockholder;3.3 Only Shares. Except as disclosed on Schedule A or B, such Shares of such Stockholder Subject to this Agreement are the only shares of Common Stock owned of record, or owned beneficially with the power to sell, by such Shareholder;3.4 Title. Except as disclosed on Schedule A or B, such Stockholder has, and upon the closing of the Offer BBB shall receive (without regard to the disclosure on Schedule A or B other than the disclosure as to loans extended to Daniel K. Thorne by Metropolitan Life), good and marketable title to such Shares of such Stockholder, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever; and3.5 Validity. This Agreement is the legal, valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is Subject to the discretion of the court before which any proceeding therefor may be brought.3.6 Non-Contravention. Except for certain pledge agreementsas disclosed on Schedule A or B, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of such Stockholder under, any provision of (i) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to such Stockholder or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or any of its properties or assets, other than any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on the ability of such Stockholder to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.4. Representations and Warranties of Purchaser and BBB. Purchaser and BBB hereby represent and warrant to each Stockholder as follows:4.1 Power and Authority. Each of Purchaser and BBB has all necessary power and authority to enter into the Agreement, and to purchase the Shares pursuant to the terms and conditions of this Agreement and the Merger Agreement;4.2 Sufficient Funds. Purchaser has, or prior to the date of the Stock Option Closing will have, all of the funds necessary to consummate the transactions contemplated hereby on a timely basis and to pay any and all related fees and expenses;4.3 Validity. This Agreement is the legal, valid and binding agreement of Purchaser and BBB enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditor’s rights generally and ex cept that the availability of equitable remedies, including specific performance, is Subject to the discretion of the court before which any proceeding therefor may be brought;4.4 Non-Contravention. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with orwithout notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Purchaser or any of its Significant Subsidiaries (as defined in the Merger Agreement) under, any provision of (i) the Charter or Bylaws of Purchaser (or any comparable organizational documents) or any provision of the comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or any of its Significant Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect (as defined in the Merger Agreement) on Purchaser, materially impair the ability of Purchaser to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.5. Covenants of Stockholders.5.1 No Disposition or Encumbrance of Shares; No Acquisition of Shares.(a) Each Stockholder severally (and not jointly) covenants and agrees that, except as contemplated by this Agreement, no Stockholder shall, and no Stockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create any security interest, lien, claim, pledge, option, right of first refusal, agreemen t, limitation on such Stockholder’s voting rights, charge or other encumbrance of any nature whatsoever with respect to the Shares now legally and/or beneficially owned by, or that may hereafter be acquired by, such Stockholder.(b) Each Stockholder hereby severally (and not jointly) covenants and agrees that it shall not, and shall not offer to agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock, without the prior written consent of Purchaser.5.2 No Solicitation of Transactions. Each Stockholder shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or anyequity interest in, the Company or any of its Subsidiaries or any business combination with the Company or any of its Subsidiaries. From and after the date hereof, no Stockholder shall, directly or indirectly, solicit or initiate any takeover proposal or offer from any person, or engage in discussions or negotiations relating thereto (including by way of furnishing information). Each Stockholder shall promptly advise Purchaser of the receipt of any Takeover Proposal. As used in this Agreement, Takeover Proposal shall mean any proposal or offer, other than a proposal or offer by Purchaser or any of its affiliates, for a tender or exchange offer, a merger, consolidation or other business combination involving the Company or any Subsidiary of the Company or any proposal to acquire in any manner a Substantial equity interest in, or a Substantial portion of the assets of, the Company or any of its Subsidiaries or any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or which would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated hereby or by the Merger Agreement.5.3 Stockholders’Representative. Each Stockholder hereby appoints Oakleigh Thorne as Stockholders’ Representative to act as Stockholders’ Representative for purposes of giving and receiving notices under this Agreement.6. Covenants of Purchaser and BBB.6.1 No Sale. Neither Purchaser nor BBB will sell, offer to sell or otherwise dispose of the Shares in violation of the Securities Act of 1993, as amended.6.2 Performance. Purchaser and BBB shall perform in all material respects all of their respective obligations under the Merger Agreement. If Purchaser and BBB exercise the Stock Option or any of their other rights hereunder at a time when the Merger Agreement shall have terminated, Purchaser and BBB nevertheless agree to effect a merger pursuant to which each outstanding share of common stock of the Company (other than held by Purchaser, BBB, the Company or any Subsidiary of the Company) shall be converted into the right to receive not less than $ _________ per share, net to the seller, in cash at the earliest practicable date after the Stock Option Closing.7. V oting Agreement; Proxy of Stockholder.7.1 V oting Agreement.。

StockOptionAgreement优先认股权协议_2.doc

Stock Option Agreement优先认股权协议-WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of Reorganization dated as of the date hereof (the Reorganization Agreement ), which agreement has been executed by the parties hereto immediately prior to this Agreement; andWHEREAS, as a condition to Grantee’s entering into the Reorganization Agreement and in consideration therefor, Issuer has agreed to grant Grantee the Option (as hereinafter defined):NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Reorganization Agreement, the parties hereto agree as follows:1. Grant of Option.(a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the Option ) to purchase, subject to the terms hereof, up to 6,012,500 fully paid and nonassessable shares (such shares, together with any other securities or other property resulting from any adjustment pursuant to Sections 5 or 6 of this Agreement, being referred to herein as the Option Shares ) of Issuer common stock,$,_________ per value per share ( Common Stock ) at a price of $,_________ per share (the Option Price provided, however, that in no event shall the number of Option Shares for which this Option is exercisabl e exceed 19.9% of Issuer’s issued and outstanding common shares. The number of Option Shares that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth.(b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, it equals 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Reorganization Agreement.2. Exercise of Option.(a) Grantee may exercise the Option, in whole or part, if, but only if, a Triggering Event (as hereinafter defined) shall have occurredprior to the occurrence of an Exercise Termination Event (as hereinafter defined), provided that Grantee shall have sent the written notice of such exercise (as provided in subsection (d) of this Section 2) on or prior to the last day of the one (1) year period following such Triggering Event (the Option Expiration Date ). The right to exercise the Option shall terminate upon the first to occur of the Option Expiration Date and the Exercise Termination Event. Each of the following shall be an Exercise Termination Event: (i) the Effective Time of the Merger; and (ii) termination of the Reorganization Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of a Triggering Event in circumstances under which the fee specified in Section 8.3(b) of the Reorganization Agreement cannot become payable.(b) The term Triggering Event shall mean the occurrence of any event or circumstance that results in the fee specified in Section 8.3(b) of the Reorganization Agreement becoming payable to Grantee.(c) Issuer shall notify Grantee promptly in writing of the occurrence of any Triggering Event, it being understood that the giving of such notice by Issuer shall not be a condition to the right of Grantee to exercise the Option.(d) In the event Grantee is entitled to and wishes to exercise the Option, it shall send to Issuer a written notice (the date of which being herein referred to as the Notice Date ) specifying (i) the total number of shares it will purchase pursuant to such exercise and (ii) a place and date not earlier than three business days nor later than 40 business days from the Notice Date for the closing of such purchase (the Closing Date provided that if prior notification to or approval of any regulatory agency is required in connection with such purchase, Grantee shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Any exercise of the Option shall be deemed to occur on the Notice Date relating thereto.(e) At the closing referred to in subsection (d) of this Section 2, Grantee shall pay to Issuer the aggregate purchase price for the shares of Common Stock purchased pursuant to the exercise of the Option in immediately available funds by wire transfer to a bank account designated by Issuer, provided that failure or refusal of Issuer to designate such a bank account shall not preclude Grantee from exercising the Option.(f) At such closing, simultaneously with the delivery of immediately available funds as provided in subsection (e) of this Section 2, Issuer shall deliver to Grantee a certificate or certificates representing the number of shares of Common Stock purchased by Grantee and, if the Option should be exercised in part only, a new Option evidencing the rights of Grantee thereof to purchase the balance of the shares purchasable hereunder, and Grantee shall deliver to Issuer a copy of this Agreement and a letter agreeing that Grantee will not offer to sell or otherwise dispose of such shares in violation of applicable law or the provisions of this Agreement.(g) Certificates for Common Stock delivered at a closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows:The transfer of the shares represented by this certificate is subject to certain provisions of an agreement between the registered holder hereof and Issuer and to resale restrictions arising under the Securities Act of 1933, as amended. A copy of such agreement is on file at the principal office of Issuer and will be provided to the holder hereof without charge upon receipt by Issuer of a written request therefor.It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act of 1933, as amended (the 1933 Act ) in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Grantee shall have delivered to Issuer a copy of a letter from the staff of the Securities and Exchange Commission ( SEC ), or an opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the effect that such legend is not required for purposes of the 1933 Act; (ii) the reference to the provisions to this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses(i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law.(h) Upon the giving by Grantee to Issuer of the written notice of exercise of the Option provided for under subsection (d) of this Section 2 and the tender of the applicable purchase price inimmediately available funds, Grantee shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Issuer shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Grantee. Issuer shall pay all expenses, and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 2 in the name of Grantee or its assignee, transferee or designee.3. Certain Agreements of Issuer. Issuer agrees: (i) that it shall at all times maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Common Stock; (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; and (iii) promptly to take all action as may from time to time be required (including complying with all premerger notification, reporting and waiting period requirements specified in 15 U.S.C. (S) 18a and regulations promulgatedthereunder) in order to permit Grantee to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto.4. Replacement Agreements and Options. This Agreement (and the Option granted hereby) are exchangeable, without expense, at the option of Grantee, upon presentation and surrender of this Agreement at the principal office of Issuer, for other Agreements providing for Options of different denominations entitling the holder thereof to purchase, on the same terms and subject to the same conditions as are set forth herein, in the aggregate the same number of shares of Common Stock purchasable hereunder. The terms Agreement and Option as used herein include any Stock Option Agreements and related Options for which this Agreement (and the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like tenor and date.5. Anti-Dilution. The number of Option Shares purchasable upon the exercise of the Option shall be subject to adjustment from time to time as provided in this Section 5.(a) In the event of any change in Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted.(b) Whenever the number of shares of Common Stock purchasable upon exercise hereof is adjusted as provided in this Section 5, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the number of shares of Common Stock purchasable after the adjustment.(c) In the event Issuer shall at any time after the date hereof and prior to the Exercise Termination Event issue or distribute any securities or assets in respect of, or in lieu of or in exchange for Common Stock (other than pursuant to a dividend paid solely in Common Stock) whether by dividend, in a reclassification or recapitalization, or otherwise, Issuer shall make such adjustments, if any, in the Option Price and/or the number of shares of Common Stock issuable upon exercise of the Option as are necessary to fullypreserve the interests of the Grantee in the Option.6. Registration Rights. Upon the occurrence of a Triggering Event prior to an Exercise Termination Event, Issuer shall, at the request of Grantee delivered within 30 days of such Triggering Event (whether on its own behalf or on behalf of any subsequent holder of this Option (or part thereof) or any of the shares of Common Stock issued pursuant hereto), as promptly as practicable prepare, file and keep current, at Issuer’s expense, a shelf registration under the 1933 Act covering any shares issued and issuable pursuant to this Option and shall use its commercially reasonable best efforts to cause such registration statement to become effective and remain current and effective in order to permit the sale or other disposition of any Option Shares in accordance with any plan of distribution reasonably requested by Grantee. Issuer will use its best efforts to cause such registration statement first to become effective and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective or such shorter time as may be necessary to effect such sales or other dispositions. The obligations of Issuer hereunder to file a registration statement and to maintain its effectiveness may be suspended for one or more periods of time not exceeding sixty (60) days in the aggregate if the Issuer board of directors shall have determined in good faith that the filing of such registration or the maintenance of its effectiveness would require disclosure of nonpublic informationthat would materially and adversely affect Issuer or if Issuer is required under the 1933 Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement. Grantee shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any such Grantee in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of customary representations, warranties, indemnities and other agreements customarily included in such underwriting agreements for the Issuer. The expenses associated with the preparation and filing of any such registration statement pursuant to this Section 6 (including any fees related to blue sky qualifications and filing fees in respect of the SEC or the National Association of Securities Dealers, Inc.) (collectively, the Registration Expenses ) will be for the account of Issuer except for underwriting discounts or commissions or brokers’ fees in respect of shares of Common Stock to be sold by the Grantee and the fees and disbursements of the Grantee’s counsel; provided, however, that Issuer will not be required to pay for any Registration Expenses with respect to such registration if the registration request is subsequently withdrawn at the request of the Grantee; provided further, however, that if at the time of such withdrawal Grantee has learned of a material adverse change in the results of operations, condition, business or prospects of Issuer from that known to Grantee at thetime of its request and has withdrawn the request with reasonable promptness following disclosure by Issuer of such material adverse change, then the Grantee will not be required to pay any of such expenses.7. Substitute Options.(a) In the event that prior to an Exercise Termination Event, Issuer shall enter into an agreement other than the Reorganization Agreement (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than Grantee or one of its Subsidiaries, to merge into Issuer and Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other person or cash or any other property or the then outstanding shares of Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents 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 such transaction shall make proper provision so that the Option shall, upon the consummation of anysuch transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the Substitute Option ), at the election of Grantee, of either (x) the Acquiring Corporation (as hereinafter defined) or (y) any person that controls the Acquiring Corporation.(b) The following terms have the meanings indicated:(1) An Acquiring Corporation shall mean (i) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or surviving person, and (iii) the transferee of all or substantially all of Issuer’s assets.(2) Substitute Common Stock shall mean the common stock to be issued by the issuer of the Substitute Option upon exercise of the Substitute Option.(3) Average Price shall mean the average closing price of a share of the Substitute Common Stock for the twenty trading days immediately preceding the fifth business day prior to the consolidation, merger or sale in question, but in no event higher thanthe closing price of the shares of Substitute Common Stock on the day preceding such consolidation, merger or sale; provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be computed with respect to a share of common stock issued by the person merging into Issuer or by any company which controls or is controlled by such person, as Grantee may elect.(c) The Substitute Option shall have the same terms as the option, provided, that if the terms of the Substitute Option cannot, for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee. The issuer of the Substitute Option shall also enter into an agreement with the then holder or holders of the Substitute Option in substantially the same form as this Agreement, which shall be applicable to the Substitute Option.(d) The Substitute Option shall be exercisable for such number of shares of Substitute Common Stock as is equal to the Option Price multiplied by the number of shares of Common Stock for which the Option is then exercisable, divided by the Average Price. The exercise price of the Substitute Option per share of Substitute Common Stock shall then be equal to the Option Price multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock for which the Option is then exercisable and thedenominator of which shall be the number of shares of Substitute Common Stock for which the Substitute Option is exercisable.(e) In no event, pursuant to any of the foregoing paragraphs, shall the Substitute Option be exercisable for more than 19.9% of the shares of Substitute Common Stock outstanding prior to exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 19.9% of the shares of Substitute Common Stock outstanding prior to exercise but for this clause (e), the issuer of the Substitute Option (the Substitute Option Issuer’) shall make a cash payment to Grantee equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in this clause (e) over (ii) the value of the Substitute Option after giving effect to the limitation in this clause (e). This difference in value shall be determined by a nationally recognized investment banking firm selected by Grantee.(f) Issuer shall not enter into any transaction described in subsection (a) of this Section 7 unless the Acquiring Corporation and any person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder.8. Rights of Substitute Option Holders and Substitute ShareOwners.(a) At the request of the holder of the Substitute Option (the Substitute Option Holder ), the issuer of the Substitute Option (the Substitute Option Issuer ) shall repurchase the Substitute Option from the Substitute Option Holder at a price (the Substitute Option Repurchase Price’) equal to (x) the amount by which (i) the Highest Closing Price (as hereinafter defined) exceeds (ii) the exercise price of the Substitute Option, multiplied by the number of shares of Substitute Common Stock for which the Substitute Option may then be exercised plus (y) Grantee’s Out-of-Pocket Expenses (to the extent not previously reimbursed), and at the request of the owner (the Substitute Share Owner ) of shares of Substitute Common Stock (the Substitute Shares ), the Substitute Option Issuer shall repurchase the Substitute Shares at a price (the Substitute Share Repurchase Price ) equal to (x) the Highest Closing Price multiplied by the number of Substitute Shares so designated plus (y) Grantee’s Out-of-Pocket Expenses (to the extent not previously reimbursed). The term Highest Closing Price shall mean the highest closing price for shares of Substitute Common Stock within the six-month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable.(b) The Substitute Option Holder or the Substitute Share Owner, as the case may be, may exercise its right to require the Substitute Option Issuer to repurchase the Substitute Option and any Substitute Shares pursuant to this Section 8 by surrendering for such purpose to the Substitute Option Issuer, at its principal office, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) or certificates for Substitute Shares, as applicable, accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as the case may be, elects to require the Substitute Option Issuer to repurchase the Substitute Option and/or the Substitute Shares in accordance with the provisions of this Section 8. As promptly as practicable, and in any event within five business days after the surrender of the Substitute Option and/or certificates representing Substitute Shares and the receipt of such notice or notices relating thereto, the Substitute Option Issuer shall deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price and/or to the Substitute Share Owner the Substitute Share Repurchase Price therefor or the portion thereof which the Substitute Option Issuer is not then prohibited under applicable law and regulation from so delivering.(c) To the extent that the Substitute Option Issuer is prohibited under applicable law or regulation from repurchasing the SubstituteOption and/or the Substitute Shares in full, the Substitute Option Issuer shall immediately so notify the Substitute Option Holder and/or the Substitute Share Owner and thereafter deliver or cause to be delivered, from time to time, to the Substitute Option Holder and/or the Substitute Share Owner, as appropriate, the portion of the Substitute Option Repurchase Price and/or Substitute Share Repurchase Price, respectively, which it is no longer prohibited from delivering, within five business days after the date on which the Substitute Option Issuer is no longer so prohibited; provided, however, that if the Substitute Option Issuer at any time after delivery of a notice of repurchase pursuant to subsection (b) of this Section 8 is prohibited under applicable law or regulation from delivering to the Substitute Option Holder and/or the Substitute Share Owner, as appropriate, the Substitute Option Repurchase Price and the Substitute Share Repurchase Price, respectively, in full (and the Substitute Option Issuer shall use its best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Substitute Option Holder or Substitute Share Owner may revoke its notice of repurchase of the Substitute Option or the Substitute Shares either in whole or to the extent of the prohibition, whereupon, in the latter case, the Substitute Option Issuer shall promptly(i) deliver to the Substitute Option Holder or Substitute Share Owner, as appropriate, that portion of the Substitute Option Repurchase Price or the Substitute Share Repurchase Price that the Substitute Option Issuer is not prohibited from delivering; and (ii)deliver, as appropriate, either (A) to the Substitute Option Holder, a new Substitute Option evidencing the right of the Substitute Option Holder to purchase that number of shares of the Substitute Common Stock obtained by multiplying the number of shares of the Substitute Common Stock for which the surrendered Substitute Option was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Substitute Option Repurchase Price less Out-of-Pocket Expenses and the portion thereof theretofore delivered to the Substitute Option Holder and the denominator of which is the Substitute Option Repurchase Price less Out-of-Pocket Expenses, or (B) to the Substitute Share Owner, a certificate for the Substitute Option Shares it is then so prohibited from repurchasing, assuming that the portion of the Substitute Option Repurchase Price theretofore delivered is first applied to the payment of Out-of-Pocket Expenses and any remainder is applied to the repurchase of Substitute Option Shares.9. Extension of Time. The period for exercise of certain rights under Section 2 shall be extended: (i) to the extent necessary to obtain all regulatory approvals for the exercise of such rights, and for the expiration of all statutory waiting periods; and (ii) to the extent necessary to avoid liability under Section 16(b) of the Securities Exchange Act of 1934, as amended (the 1934 Act ) by reason of such exercise.10. Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows:(a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.(b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with itsterms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.(c) Issuer has taken all action (including if required redeeming all of the Rights or amending or terminating the Company’s Rights Agreement) so that the entering into of this Option Agreement, the acquisition of shares of Common Stock hereunder and the other transactions contemplated hereby do not and will not result in the grant of any rights to any person under the Company Rights Agreement or enable or require the Rights to be exercised, distributed or triggered.11. Representations and Warranties of Grantee. Grantee hereby represents andwarrants to the Issuer that (i) Grantee, by reason of its knowledge and experience in financial and business matters, believes itself。

股权优先认购权协议书

股权优先认购权协议书甲方（现有股东）：_________（以下简称“甲方”）乙方（认购方）：_________（以下简称“乙方”）鉴于甲方为_________公司（以下简称“目标公司”）的现有股东，持有目标公司_________%的股权；乙方为甲方认可的合格认购方，双方经友好协商，就乙方对目标公司股权的优先认购权达成如下协议：1. 优先认购权的定义优先认购权是指在目标公司未来进行股权融资、增资扩股或现有股东转让股权时，乙方有权按照本协议约定的条件优先于其他第三方认购新增股权或受让现有股权的权利。

2. 优先认购权的行使条件2.1 当目标公司计划进行股权融资、增资扩股或现有股东计划转让其持有的目标公司股权时，甲方应提前_________日书面通知乙方，并提供相关融资或转让的具体条款和条件。

2.2 乙方在收到甲方通知后_________日内有权决定是否行使优先认购权，并书面通知甲方其决定。

2.3 若乙方决定行使优先认购权，双方应根据甲方提供的具体条款和条件协商确定认购价格、数量等具体事宜，并签订正式的股权认购或转让协议。

3. 优先认购权的放弃3.1 若乙方在规定时间内未书面通知甲方其决定，或明确表示放弃优先认购权，则视为乙方放弃本次优先认购权。

3.2 乙方放弃优先认购权后，甲方可与其他第三方进行股权融资、增资扩股或股权转让。

4. 优先认购权的转让未经甲方书面同意，乙方不得将其在本协议项下的优先认购权转让给任何第三方。

5. 协议的变更和解除5.1 本协议的任何修改和补充均须双方协商一致，并以书面形式确认。

5.2 若一方违反本协议约定，另一方有权要求违约方承担违约责任，并可单方面解除本协议。

6. 法律适用与争议解决本协议的订立、效力、解释、履行和争议的解决均适用中华人民共和国法律。

因本协议引起的或与本协议有关的任何争议，双方应首先通过友好协商解决；协商不成时，任何一方均可向甲方所在地人民法院提起诉讼。

7. 其他7.1 本协议自双方签字盖章之日起生效。

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Stock Option Agreement优先认股权协议-This Option shall be exercisable, in whole or in part, according to the following vesting schedule:1. twenty five percent (25%) of the total number of Shares granted under the Option shall vest after one (1) year of Continuous Status as an Employee or Consultant;2. and the remaining seventyfive percent (75%) of the Shares granted under the Option shall vest pro rata monthly, on the same date of the month as the date of grant of the option, over the following thirtysix (36) months of Continuous Status as an Employee or Consultant.Termination Period:This Option shall be exercisable for three (3) months after Optioneeceases to be a Service Provider. Upon Optionee’s death or Disability, thisOption may be exercised for one (1) year after Optionee ceases tobe a ServiceProvider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.II. AGREEMENT1. Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Stock Option Grant (the Notice of Grant ), an Option to purchase the number of Shares set forth in the Notice of Grant, at the Exercise Price per Share set forth in the Notice of Grant, and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 10.4 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.If designated in the Notice of Grant as an Incentive Stock Option ( ISO ), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $,_________ rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ( NSO ).2. Exercise of Option.(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.(b) Method of Exercise. This Option shall be exercisable by deli very of an exercise notice in the form attached as Exhibit A (the Exercise Notice ) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.4. LockUp Period. Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the MANAGING UNDERWRITER ) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company during the 180day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the MARKET STANDOFF PERIOD ) following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stoptransfer instructions with respect to securities subject to the foregoing restrictions until the end of suchMarket Standoff Period.5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:(a) cash or check;(b) consideration received by the Company under a formal cashlessexercise program adopted by the Company in connection with the Plan; or(c) surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the 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 aggregate Exercise Price of the Exercised Shares.6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of theCompany, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.7. NonTransferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.9. Tax Consequences. et forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.(a) Exercise of NSO. There may be a regular federal income tax liability upon the exercise of an NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.(b) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.(c) Disposition of Shares. In the case of an NSO, if Shares are heldfor at least one year, any gain realized on disposition of the Shares will be treated as longterm capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as longterm capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, shortterm or longterm depending on the period that the ISO Shares were held.(d) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two (2) years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the State of Washington.11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD,OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RE LATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below.。