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Exhibit
10.7
EMPLOYEE
FORM
AFFINION GROUP HOLDINGS,
INC.
2007 STOCK AWARD
PLAN
NONQUALIFIED STOCK
OPTION AGREEMENT
THIS NONQUALIFIED STOCK
OPTION AGREEMENT (the “ Agreement ”),
dated as of November , 2007 (the
“ Date of Grant ”), is made by and
between Affinion Group Holdings, Inc., a Delaware corporation (the
“ Company ”), and
(the “ Participant ”).
RECITALS
:
WHEREAS, the Company has
adopted the Affinion Group Holdings, Inc. 2007 Stock Award Plan
(the “ Plan ”), pursuant to which options
may be granted to purchase shares of the Company’s Common
Stock; and
WHEREAS, the Compensation
Committee of the Board of Directors of the Company (the “
Committee ”) has determined that it is in the
best interests of the Company and its stockholders to grant to the
Participant a Nonqualified Stock Option to purchase the number of
shares of the Company’s Common Stock provided for
herein.
NOW, THEREFORE, for and in
consideration of the premises and the covenants of the parties
contained in this Agreement, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto, for themselves, their successors and assigns,
hereby agree as follows:
The Company hereby grants to
the Participant on the Date of Grant an option (the “
Option ”) to purchase
shares of Common Stock (such shares of Common Stock, the “
Option Shares ”), on the terms and conditions
set forth in this Agreement and as otherwise provided in the Plan.
The Option is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.
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2. |
Incorporation by Reference, Etc . |
The provisions of the Plan
are hereby incorporated herein by reference. Except as otherwise
expressly set forth herein, this Agreement shall be construed in
accordance with the provisions of the Plan and any capitalized
terms not otherwise defined in this Agreement shall have the
definitions set forth in the Plan. The Committee shall have final
authority to interpret and construe the Plan and this Agreement and
to make any and all determinations under them, and its decision
shall be binding and conclusive upon the Participant and his legal
representative in respect of any questions arising under the Plan
or this Agreement.
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3. |
Terms and Conditions . |
(a) Option Price . The
price at which the Participant shall be entitled to purchase the
Option Shares upon the exercise of all or any portion of the Option
shall be $
per Option Share.
(b) Expiration Date .
Subject to Section 3(d) hereof, the Option shall expire at the
end of the period commencing on the Date of Grant and ending at
11:59 p.m. Eastern Standard Time on the day preceding the
tenth anniversary of the Date of Grant (the “ Option
Period ”).
(c) Exercisability of the
Option .
(i) Subject to the
Participant’s continued service to the Company or an
Affiliate and except as may otherwise be provided herein, the
Option shall become vested and exercisable as to 25% of the Option
Shares on each of the first four anniversaries of the Date of
Grant.
(ii) The Option may be
exercised only by written notice in accordance with the option
exercise form approved by the Company, which notice shall either be
delivered in person, by mail or by electronic means in accordance
with Section 6(a) hereof and shall be accompanied by payment
therefor. The purchase price of the Option Shares shall be paid by
the Participant to the Company (A) (1) in cash (by check or
wire transfer) and/or in shares of Common Stock valued at Fair
Market Value at the time the Option is exercised (including,
pursuant to procedures approved by the Committee, by actual
delivery of such shares to the Company); provided , that
such shares of Common Stock are Mature Shares or (2) if a
public market for the Company’s Common Stock exists, by means
of a broker-assisted “cashless exercise” program; or
(B) by such other method as the Committee may permit in its
sole discretion , including without limitation: (1) in
other property having a fair market value on the date of exercise
equal to the aggregate Exercise Price for such Option Shares or
(B) by a “net exercise” method. Notwithstanding
the foregoing, in no event shall a Participant be permitted to
exercise an Option in a manner that the Committee determines would
violate the Sarbanes-Oxley Act of 2002, as amended, or any other
applicable law or the applicable rules and regulations of the
Securities and Exchange Commission or the applicable rules and
regulations of any securities exchange or inter dealer quotation
system on which the securities of the Company or any Affiliates are
listed or traded.
(d) Effect of Termination
of Service on the Option .
(i) Death/Disability .
If the Participant’s service is terminated with the Company
and its Affiliates due to the Participant’s death or by the
Company or any Affiliate due to disability (as determined by the
Committee), the unvested portion of the Option shall expire on the
date of termination of service and the vested portion of the Option
shall remain exercisable by the Participant through the earlier of
(A) the expiration of the Option Period or (B) the first
anniversary of the date of termination of service on account of
death or disability (as determined by the Committee).
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(ii) Termination Other
than on Account of Death, Disability or for Cause . If the
Participant’s service with the Company and its Affiliates is
terminated by the Company
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