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EXHIBIT 10.4 OPTION AGREEMENT PURSUANT TO THE EQUITY MEDIA HOLDINGS CORPORATION 2007 STOCK INCENTIVE PLAN

Option Agreement

EXHIBIT 10.4 OPTION AGREEMENT PURSUANT TO THE EQUITY MEDIA HOLDINGS CORPORATION 2007 STOCK INCENTIVE PLAN | Document Parties: Equity Media Holdings Corporation You are currently viewing:
This Option Agreement involves

Equity Media Holdings Corporation

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Title: EXHIBIT 10.4 OPTION AGREEMENT PURSUANT TO THE EQUITY MEDIA HOLDINGS CORPORATION 2007 STOCK INCENTIVE PLAN
Date: 8/20/2007
Industry: Broadcasting and Cable TV     Sector: Services

EXHIBIT 10.4 OPTION AGREEMENT PURSUANT TO THE EQUITY MEDIA HOLDINGS CORPORATION 2007 STOCK INCENTIVE PLAN, Parties: equity media holdings corporation
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EXHIBIT 10.4

OPTION AGREEMENT

PURSUANT TO THE

EQUITY MEDIA HOLDINGS CORPORATION

2007 STOCK INCENTIVE PLAN

AGREEMENT (this “Agreement”), dated as of May 7, 2007, by and between Equity Media Holdings Corporation, a Delaware Corporation, (the “Company”) and Mark Dvornik (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 7, 2007 (the “Grant Date”), the Company hereby grants to the Participant the Option to purchase from the Company up to 250,000 shares of Common Stock at a price per share of $4.55, 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.

 

1

 


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:

 

Vesting Date

   Number of Shares

On Grant Date

   0%

One year anniversary of Grant Date

   25%

Two year anniversary of Grant Date

   50%

Three year anniversary of Grant Date

   75%

Four 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 7, 2007, by and between Mark Dvornik and the Company (the “Employment Agreement”), is not renewed by the Company (on terms comparable to the current Employment Agreement) after the initial 2-year term, in both instances, for any reason other than for a reason constituting Good Cause under Section 5(b)(6) 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 2-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 thirty (30) days from the earlier of th


 
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