|
EXHIBIT
10.3
OPTION
AGREEMENT
PURSUANT TO
THE
EQUITY MEDIA HOLDINGS
CORPORATION
2007 STOCK INCENTIVE
PLAN
AGREEMENT (this
“Agreement”), dated as of May 9, 2007, by and
between Equity Media Holdings Corporation, a Delaware Corporation,
whose principal place of business is Palm Beach County Florida (the
“Company”) and Thomas M. Arnost (the
“Participant”).
Preliminary
Statement
The Compensation Committee of
the Board of Directors of the Company (the
“Committee”), pursuant to Equity Media Holdings
Corporation 2007 Stock Incentive Plan (the “Plan”), has
authorized the granting to the Participant, as an Eligible
Individual (as defined in the Plan), of a nonqualified stock option
(the “Option”) to purchase the number of shares of the
Company’s common stock, par value $0.00001 per share (the
“Common Stock”), set forth below. The parties hereto
desire to enter into this Agreement in order to set forth the terms
of the Option. Unless otherwise indicated, any capitalized term
used but not defined herein shall have the meaning ascribed to such
term in the Plan. A copy of the Plan has been delivered to the
Participant. By signing and returning this Agreement, the
Participant acknowledges having received and read a copy of the
Plan and agrees to comply with the Plan, this Agreement and all
applicable laws and regulations.
Accordingly, the parties
hereto agree as follows:
1. Grant of Option .
Subject in all respects to the Plan and the terms and conditions
set forth herein and therein, effective as of May 9, 2007 (the
“Grant Date”), the Company hereby grants to the
Participant the Option to purchase from the Company up to 750,000
shares of Common Stock at a price per share of $4.30, which is the
Fair Market Value of the Common Stock, as determined in accordance
with the terms of the Plan. The Option shall be a nonqualified
stock option. No part of the Option granted hereby is intended to
qualify as an “incentive stock option” under
Section 422 of the Internal Revenue Code of 1986, as
amended.
2. Exercise . The
Option shall vest in installments as provided below, which shall be
cumulative. The following table indicates each date (the
“Vesting Date”) upon or after which, subject to
Section 6 of the Plan, the Participant shall be entitled to
exercise the Option with respect to the percentage of shares of
Common Stock that have vested as of such Vesting Date as indicated
below, provided that the Participant’s employment or other
service with the Company has not been terminated prior to such
date:
1
|
|
|
|
Vesting
Date
|
|
Number of Shares
|
|
On Grant Date
|
|
25% |
|
One year anniversary of Grant
Date
|
|
50% |
|
Two year anniversary of Grant
Date
|
|
75% |
|
Three year anniversary of Grant
Date
|
|
100% |
Except as specifically
provided in the Plan, there shall be no proportionate or partial
vesting in the periods between the Vesting Dates and all vesting
shall occur only on the aforementioned Vesting Dates.
Notwithstanding the
foregoing, if Participant’s employment is terminated by the
Company or a certain employment agreement, entered into as of
May 9, 2007, by and between Thomas M. Arnost, and the
Company (the “Employment Agreement”), is not renewed by
the Company (on terms comparable to the current Employment
Agreement) after the initial 3-year term, in both instances, for
any reason other than for a reason constituting Good Cause under
Section 5(b) of the Employment Agreement, or if the
Participant terminates his employment or does not renew the
Employment Agreement (on terms comparable to the current Employment
Agreement), after the initial 3-year term, in both instances, for a
reason constituting Good Cause under Section 5(c) of the
Employment Agreement, the portion of the Option unvested as of such
termination or non-renewal, as applicable, shall vest immediately
upon the earlier of such termination of employment or the
expiration date of the Employment Agreement. Portion of the Option
that vests pursuant to the immediately preceding sentence, may be
exercised by the Participant at any time within a period not to
exceed ninety (90) days from the earlier of the date of
termination of the Participant’s employment or the expiration
date of the Employment Agreement, but in no event after the
termination of the Option pursuant to its terms.
In the event the
Participant’s employment is terminated by the Company or the
Employment Agreement is not renewed by the Company after the
initial 3-year term (on terms comparable to the current Employment
Agreement), in both instances, for a reason constituting Good Cause
under Section 5(b) of the Employment Agreement, or if the
Participant terminates his employment or does not renew the
Employment Agreement after the initial 3-year term (on terms
comparable to the current Employment Agreement), in both instances,
for any reason other than for a reason constituting Good Cause
under Section 5(c) of the Employment Agreement, all remaining,
unvested options shall expire immediately upon the earlier of such
termination or the expiration date of this Employment
Agreement.
Any exercises of the Option
by the Participant as provided above, in whole or in part, shall be
made in accordance with such procedures as the Committee shall
prescribe, including, without limitation, the filing of such
written form of exercise notice, if any, as may be promulgated by
the Committee, and in accordance with applicable tax and other
laws.
Except as specifically set
forth above, vesting shall occur in accordance with the
Plan.
3. Termination . The
Option shall expire on the seventh (7th) anniversary of the
date of grant of the Option or earlier as provided in the Plan,
including at such time as provided in Section 6(k) of the Plan
in the event the Participant incurs a termination of employment or
other service with the Company, unless otherwise provided in
Section 2 of this Agreement.
-2-
4. Restriction on Transfer
of Option . The Option granted hereby is not transferable
otherwise than by will or under the applicable laws of descent and
distribution and during the lifetime of the Participant may be
exercised only by the Participant. In addition, the Option shall
not be assigned, negotiated, pledged or hypothecated in any way
(whether by operation of law or otherwise), and the Option shall
not be subject to execution, attachment or similar process. Upon
any other attempt to transfer, assign, negotiate, pledge or
hypothecate the Option, or in the event of any levy upon the Option
by reason of any execution, attachment or similar process contrary
to the provisions hereof, the Option shall immediately become null
and void.
5. Rights as a
Stockholder . The Participant shall have no rights as a
stockholder with respect to any shares covered by the Option until
the Participant shall have become the holder of record of the
shares, and no adjustments shall be made for dividends in cash or
other property, distributions or other rights in respect of any
such shares, except as otherwise specifically provided for in the
Plan.
6. Provisions of Plan and
Other Agreements Control . This Agreement is subject to all the
terms, conditions and provisions of the Plan, including, without
limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan as may be
adopted by the Committee and as may be in effect from time to time.
The Plan is incorporated herein by reference. If and to
the
|