Exhibit 10.3
Michael J. Perik
Stock Option Grant and Agreement
The
Princeton Review, Inc.
Date of Issue: 7/22/2007
Granted To: Michael J. Perik
(“Grantee”)
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Option No.:
[ ]
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Total
Shares: 1,700,000 |
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Vesting Period: 4 Years
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Vesting Commencement
Date: October 31, 2007 |
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Option price per share: $4.69
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Your
Option
The definition of any
terms used herein may be found in The Princeton Review
Glossary dated July 1st, 2005 (“Glossary”),
provided that any references in the Glossary to
“Plan” or “Stock Incentive Plan” shall
be deemed, for the purposes of this Agreement, to refer to
this Agreement.
Your option is
intended to qualify as a Non-Qualified Stock Option.
Vesting
Except as provided
below, your option shall vest as to 6.25% of the Total Shares
on the last day of every third month commencing on the Vesting
Commencement Date and ending four years thereafter.
Notwithstanding the foregoing, this option shall in the event
of a Change in Control become fully vested and exercisable
immediately prior to the effective date of the Change in
Control. If this option is neither assumed or substituted for
by the surviving corporation in connection with a Change in
Control nor exercised as of the effective date of a Change in
Control then this option shall terminate and cease to be
outstanding as of the effective date of the Change in
Control.
Notwithstanding
anything in this Agreement to the contrary, the Compensation
Committee of the Company (the “Compensation
Committee”) reserves the right at any time to substitute
for any unvested portion of this option an alternative equity
instrument that has an equivalent or greater fair market value
than the value of the unvested portion of this option being
replaced. To the extent a portion of this option is replaced
with an alternative equity instrument, such replaced option
shall be cancelled immediately. Any such substitution for the
unvested portion of this option shall not affect the vested
portion of this option which shall remain exercisable subject
to the terms and conditions contained herein.
Method of Exercise
and Payment Methods
This option to the
extent then vested, may be exercised in whole or in part at
any time during the option period by giving written notice of
exercise to the Company specifying the number of shares to be
purchased, accompanied by payment of the purchase price.
Payment of the option
price shall be made in U.S. dollars or, in the discretion
of the Compensation Committee, in the Common Stock of the
Company valued at its Fair Market Value, a combination of such
Common Stock and cash or any other method as permitted by law
and approved by the Compensation Committee. However, payment
may not be made with Common Stock unless the shares have been
held for at least six months if required under applicable
accounting rules in effect at the time. Payment shall be made
to the Company at its corporate office, 2315 Broadway, New
York, New York 10024.
Conditions of
Exercisability
The exercise of your
option is subject to the following terms and conditions:
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As a prerequisite to delivery of any stock
certificates upon your exercise of this option, you shall give an
undertaking and agree to the placing of such legends on your
certificates as may be required by the Compensation Committee to
assure compliance with any federal or state securities laws. The
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