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EXHIBIT 10.1
GAIAM, INC.
Employee Stock Option Agreement
This Stock Option Agreement set forth below (this “Agreement”) is dated as of the date of grant set forth below and is between Gaiam, Inc., a Colorado corporation (“Gaiam”), and the above named individual (the “Grantee”).
Gaiam has established its 1999 Long-Term Incentive Plan (the “Plan”) to advance the interests of Gaiam and its shareholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of Gaiam and any parent or subsidiary of Gaiam.
This Agreement evidences an option grant as follows:
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Granted to: |
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{Employee’s name} |
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Number of Shares: |
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{XXX,XXX) |
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Effective Date of Grant: |
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{Month, Day, Year} |
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Expiration Date: |
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7 years from Date of Grant |
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Exercise Price Per Share: |
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$XX.XX |
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Vesting Dates: |
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Two percent (2%) of the shares shall vest on each vesting date. The first vesting date shall be {{Month, Date, Year} equal to the 1st day of the eleventh month after the grant date}, and a vesting date shall occur on the first day of each month thereafter until {Month, Day, Year}, when all shares shall be vested. Vesting stops if Grantee ceases to be employed by the Company. |
Pursuant to the provisions of the Plan, the Board of Directors of Gaiam (the “Board”) or a Committee designated by the Board (the “Committee”) has full power and authority to direct the execution and delivery of this Agreement in the name and on behalf of Gaiam. The Board or the Committee authorized the execution and delivery of this Agreement. All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.
Agreement
The parties agree as follows:
Section 1. Grant of Stock Option;
Term. Subject and
pursuant to all terms and conditions stated in this Agreement and in the Plan,
Gaiam hereby grants to Grantee an option (the “Option”)
to purchase the number of shares (the “Option Shares”)
of Gaiam’s Class A common stock, par value $0.0001 per share (the “Common
Shares”), set forth above, at the exercise price set forth
above. Except as otherwise provided in this Agreement or the Plan, the
Option may not be exercised after the close of business on the expiration date
set forth above. Grantee hereby accepts the Option on such terms and
conditions, including, without limitation, the confidentiality and non-compete
provisions set forth in Section 8 of this Agreement. The Option is a
Nonqualified Stock Option (as such term is defined in the Plan). Grantee shall,
subject to the limitations of this Agreement and the Plan, have the right to
exercise the Option by purchasing all or any part of the vested Option Shares
then available for purchase under the vesting schedule set forth above (less
any Option Shares previously purchased upon exercise of this Option).
Section 2. Procedures for Exercise. Grantee shall exercise all or any part of
the Option by delivering to Gaiam: (i) written notice of the number of vested
Option Shares to be purchased, (ii) a duly
executed Stock Restriction Agreement substantially in the form of Appendix A (unless such agreement would have expired according to its terms), (iii) payment of the exercise price of such Option Shares in the form of cash or, if permitted by the Committee, qualified Common Shares, the surrender of another outstanding Award under the Plan or any combination thereof, and (iv) payment of any required withholding pursuant to Section 10. The Option shall be deemed to have been exercised as of the close of business on the date the required documents and required consideration are received by Gaiam. For purposes of this Section 2, Common Shares shall be deemed to be “qualified” Common Shares if they have been held by Grantee for six months or such other period as set from time to time by the Board or the Committee.
Section 3. Termination of
Employment, Retirement, Disability or Death.
(a)
Vesting shall cease on the date Grantee
ceases to be employed by the Company. Following Grantee’s last day
of employment with the Company, this Option shall only be exercisable for the
number of Option Shares that are vested as of Grantee’s last day of
employment with by the Company (less any Option Shares previously acquired upon
exercise of this Option).
(b)
Except as provided in Section 3(c) or
3(d), following Grantee’s last day of employment with the Company, this
Option may be exercised at any time and from time to time within the lesser of
(i) the 30 day period commencing on the first day after Grantee’s last
day of employment with the Company or (ii) the remaining term of the Option.
(c)
If termination of employment occurs due
to death or disability while Grantee is an employee of the Company, then this
Option may be exercised at any time and from time to time within the lesser of
(i) the one year period commencing on the first day after Grantee’s last
day of employment with the Company or (ii) the remaining term of the Option.
(d)
If termination of employment occurs due
to retirement at or after normal retirement age, as prescribed from time to
time by the Company’s retirement policy, or retirement under
circumstances approved by the Committee (either before or after retirement),
then this Option may be exercised at any time within the lesser of (i) the
three month period commencing on the first day after Grantee’s last day
of employment with the Company, or, if Grantee dies during the three month
period commencing on the first day after Grantee’s last day of employment
with the Company, then the one year period commencing on the first day after
Grantee’s last day of employment with the Company, or (ii) the remaining
term of the Option.
