Back to top

MONUMENTAL MARKETING INC. OPTION AGREEMENT Made as of the 5 day of April 2007

Advertising or Marketing Agreement

MONUMENTAL MARKETING INC. OPTION AGREEMENT Made as of the 5 day of April 2007 | Document Parties: MONUMENTAL MARKETING INC You are currently viewing:
This Advertising or Marketing Agreement involves

MONUMENTAL MARKETING INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: MONUMENTAL MARKETING INC. OPTION AGREEMENT Made as of the 5 day of April 2007
Date: 6/5/2007

MONUMENTAL MARKETING INC. OPTION AGREEMENT Made as of the 5 day of April 2007, Parties: monumental marketing inc
50 of the Top 250 law firms use our Products every day

MONUMENTAL MARKETING INC.

OPTION AGREEMENT

Made as of the 5 day of April 2007

 

BETWEEN:

Monumental Marketing Inc.

A company incorporated in Nevada

(hereinafter the “Company”)

 

on the one part

AND:

Name:

 

ID No.

 

Address:

 

(hereinafter the “Optionee”)

 

on the other part

 

WHEREAS

On January 28, 2007, the Company duly adopted and the Board approved the 2007 Global Stock Option Plan (the “Plan”), and Appendix A – Israel to the Plan (the “Israeli Appendix”), forming an integral part of the Plan, a copy of which is attached as Exhibit A hereto; and –

WHEREAS

Pursuant to the Plan and the Israeli Appendix, the Company has decided to grant Options to purchase Stock of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the terms and conditions as set forth in the Plan, the Israeli Appendix and as provided herein;

 

NOW, THEREFORE, it is agreed as follows:

1.

Preamble and Definitions

 

1.1

The preamble to this agreement constitutes an integral part hereof.

 

1.2

Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Plan and/or the Israeli Appendix.

 

 

 



 

 

 

 

2.

Grant of Options

 

2.1

The Company hereby grants to the Optionee the number of Options as set forth in Exhibit B hereto, each Option shall be exercisable for one Stock, upon payment of the Purchase Price as set forth in Exhibit B, subject to the terms and the conditions as set forth in the Plan and/or the Israeli Appendix as provided herein.

 

2.2

The Optionee is aware that the Company intends in the future to issue additional Stock and to grant additional options to various entities and individuals, as the Company in its sole discretion shall determine.

3.

Period of Option and Conditions of Exercise

 

3.1

The terms of this Option Agreement shall commence on the Date of Grant as defined in Section 2.6 of the Plan and terminate at the Expiration Date as defined in Section 2.8 of the Plan and as set forth in Exhibit B hereto, or at the time at which the Option expires pursuant to the terms of the Plan and/or the Israeli Appendix or pursuant to this Option Agreement.

 

3.2

Options may be exercised only to purchase whole Stock, and in no case may a fraction of a Stock be purchased. If any fractional Stock would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded down, to the nearest whole number.

4.

Adjustments

 

Notwithstanding anything to the contrary in Section 7.1 of the Plan and in addition thereto, if in any such Transaction as described in Section 7.1 of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options shall terminate upon the expiration of such period.

 

If the successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and Optionee’s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be immediately vested in full as of the date of such termination without Cause.

 

 

 



 

 

 

 

5.

Vesting; Period of Exercise

 

Subject to the provisions of the Plan and/or the Israeli Appendix, Options shall vest and become exercisable according to the Vesting Dates set forth in Exhibit B hereto, provided that the Optionee is an Employee of, or providing services to, the Company and/or its Affiliates on the applicable Vesting Date.

 

All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date, as described in Section 2.8 of the Plan.

6.

Exercise of Options

 

6.1

Options may be exercised in accordance with the provisions of Section 8.1 of the Plan and Section 7 of the Israeli Appendix. The Purchase Price shall be payable upon the exercise of an Option in accordance with Section 6.2 of the Plan.

 

6.2

In order for the Company to issue Stock upon the exercise of any of the Options, the Optionee hereby agrees to sign any and all documents required by any applicable law and/or by the Company's incorporation documents. The Optionee further agrees that in the event that the Company and its counsel deem it necessary or advisable, in their sole discretion, the issuance of Stock may be conditioned upon certain representations, warranties, and acknowledgments by the Optionee.

 

6.3

Pursuant to Section 5.3 of the Plan and, when applicable, subject to the provisions of Section 102, until the consummation of an IPO, any Stock acquired upon the exercise of Options shall be voted by an irrevocable proxy, attached as Exhibit C hereto.

 

6.4

The Company shall not be obligated to issue any Stock upon the exercise of an Option if such issuance, in the opinion of the Company, might constitute a violation by the Company of any provision of law.

7.

Restrictions on Transfer of Options and Stock

 

7.1

The transfer of Options and the transfer of Stock to be issued upon exercise of the Options shall be subject to the limitations set forth in the Plan, in the Israeli Appendix, in the Company’s incorporation documents, in any Stockholder’s agreement to which the holders of common stock of the Company are bound or in any applicable law including securities law of any jurisdiction.

 

 

 



 

 

 

 

 

7.2

With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, an Optionee shall not sell or release from trust any Stock received upon the exercise of an Approved 102 Option and/or any Stock received subsequently following any realization of rights, including without limitation, bonus Stock, until the lapse of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or order


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more