Exhibit 10.7
JACKSON HEWITT TAX SERVICE
INC.
AMENDED AND RESTATED 2004 EQUITY AND INCENTIVE
PLAN
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is
effective as of [DATE OF GRANT] (the “Grant Date”),
between Jackson Hewitt Tax Service Inc., a Delaware corporation
(the “Company”), and the optionee specified on Exhibit
A attached hereto and made a part hereof (the
“Optionee”).
Pursuant to the Jackson Hewitt Tax
Service Inc. Amended and Restated 2004 Equity and Incentive Plan
(the “Plan”), the Compensation Committee of the Board
of Directors of the Company (the “Committee”) has
determined that the Optionee is to be awarded, on the terms and
conditions set forth herein, and on the terms and conditions set
forth in the Plan, an option (an “Option”) to purchase
shares of common stock of the Company as specified below, and
hereby grants such Option. Capitalized terms used herein which
are not defined in this Stock Option Agreement will have the
meanings set forth in the Plan. The Optionee acknowledges that
he or she has received a copy of the Plan Prospectus.
1. Number of Shares and Purchase
Price.
The Optionee is hereby granted an
Option to purchase the number of shares of common stock of the
Company specified on Exhibit A (the “Option Shares”) at
the Option Price per Share specified on Exhibit A, pursuant to the
terms of this Stock Option Agreement and the provisions of the
Plan.
2. Term of Option and Conditions
of Exercise.
(a) The Option has been granted
as of the Grant Date and shall terminate on the Expiration Date
specified on Exhibit A (which shall not exceed ten years from the
Grant Date), subject to earlier termination as provided herein and
in the Plan. Upon the termination or expiration of the Option,
all rights of the Optionee in respect of such Option hereunder
shall cease.
(b) The Option Shares shall
vest based on the achievement of the financial performance goals
during fiscal year 2009 as set forth on Exhibit A; provided,
however, that if the number of Option Shares would result in the
issuance of a fraction of a share, no fractional share shall be
issued and instead the number of Option Shares shall be increased
or decreased to the next whole number. The determination by the
Committee with respect to the financial performance levels achieved
by the Company during fiscal year 2009 and the number of Option
Shares that vests shall be made on a date not later than
July 31, 2009 (the “Performance Measurement
Date”). Any Option Shares that fail to meet the financial
performance goals set forth on Exhibit A shall be forfeited. The
Option Shares that have vested based on the achievement of the
financial performance goals are herein referred to as the
“Performance Vested Shares.” So long as the Optionee
continues to be employed by the Company, the Performance Vested
Shares shall vest after one year from the Grant Date as to
one-third of the Option Shares, after two years from the Grant Date
as to two-thirds of the Performance Vested Shares and after three
years from the Grant Date as to 100% of the Performance Vested
Shares; provided, however, that any fractional Performance Vested
Shares shall not vest, or be delivered, until the final vesting
event.
3. Termination of
Employment.
(a) Except as provided in this
Section 3, the Option may not be exercised following the
Optionee’s termination of employment with the Company and its
subsidiaries.
(b) If the Optionee’s
termination of employment is due to any reason other than
(i) the Optionee’s death; (ii) the Optionee
becoming Disabled (as defined in the Optionee’s employment
agreement); (iii) a Without Cause Termination (as defined in
the Optionee’s employment agreement); or
(iv)&nb
