Exhibit
10.3
Stock Option Award (#)
MANNATECH,
INCORPORATED
2008 STOCK INCENTIVE
PLAN
STOCK OPTION AWARD
CERTIFICATE
THIS IS TO CERTIFY that Mannatech,
Incorporated, a Texas corporation (the “
Company ”), has granted you (the “
Participant ”) an option to purchase Common
Stock (the “ Stock ” or “
Shares ”) of the Company under its 2008 Stock
Incentive Plan (the “ Plan ”), as
follows:
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Name of
Participant:
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Address of
Participant:
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Total Option
Shares:
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Exercise Price Per Share:
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Type of
Option:
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¨ Incentive Stock
Option
¨
Nonstatutory
Stock Option
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Date of
Grant:
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Expiration
Date:
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Vesting
Commencement Date:
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Vesting
Schedule:
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By your signature and the signature
of the Company’s representative below, you and the Company
agree to be bound by all of the terms and conditions of the Stock
Option Agreement, which is attached hereto as Annex I and the Plan
(both incorporated herein by this reference as if set forth in full
in this document). By executing this Certificate, you hereby
irrevocably elect to accept the Stock Option Award rights granted
pursuant to this Certificate and the related Stock Option Agreement
and to receive the Option to purchase Stock of the Company
designated above subject to the terms of the Plan, this Certificate
and the Stock Option Agreement.
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PARTICIPANT:
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MANNATECH,
INCORPORATED
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By:
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, an individual
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Title
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Dated:
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Dated:
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Mannatech, Incorporated Stock Option Award
Certificate
Annex I
MANNATECH,
INCORPORATED
2008 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
This Stock Option Agreement (this
“ Agreement ”), is made and entered into
on the execution date of the Stock Option Award Certificate to
which it is attached (the “ Certificate
”), by and between Mannatech, Incorporated, a Texas
corporation (the “ Company ”), and the
Director, Employee or Consultant (“ Participant
”) named in the Certificate.
Pursuant to the Mannatech,
Incorporated 2008 Stock Incentive Plan (the “
Plan ”), the Administrator of the Plan has
authorized the grant to Participant of the option to purchase
shares of the Company’s Common Stock (the “
Award ”), upon the terms and subject to the
conditions set forth in the Certificate, this Agreement and the
Plan. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Plan.
NOW , THEREFORE , in consideration of the
premises and the benefits to be derived from the mutual observance
of the covenants and promises contained herein and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Option . The
Company hereby grants to Participant an option (this “
Option ”) to purchase the total number of
shares of Common Stock of the Company set forth in the Certificate
as “Total Option Shares” (the “
Shares ”) at the” Exercise Price Per
Share” set forth in the Certificate (the “
Exercise Price ”), subject to all of the terms
and conditions of the Certificate, this Agreement and the Plan. If
designated as an Incentive Stock Option in the Certificate, the
Option is intended to qualify as an “incentive stock
option” (an “ ISO ”) within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “ Code ”), although the
Company makes no representation or guarantee that such Option will
qualify as an ISO.
2. Exercise Period; Vesting .
Unless expired as provided in Section 3 of this
Agreement, this Option may be exercised from time to time after the
Date of Grant set forth in the Certificate to the extent the Option
has vested in accordance with the vesting schedule set forth in the
Certificate. The Shares issued upon exercise of the Option will be
subject to the restrictions on transfer set forth in
Section 10 below. Provided Participant continues to
provide Continuous Service to the Company or any Affiliate, the
Option will become vested according to the Vesting Schedule in the
Certificate. A vested Option may not be exercised for less than a
full share. If application of the vesting percentage causes a
fractional Share to otherwise become exercisable, such Share shall
be rounded down to the nearest whole Share for each year except for
the last year in such vesting period, at the end of which vesting
period this Option shall become exercisable for the full remainder
of the unexercised Shares subject to the Option.
3. Expiration . The Option
shall expire on the Expiration Date set forth in the Certificate or
earlier as provided in Section 4 below.
Mannatech, Incorporated Stock Option
Agreement
4. Termination of Continuous
Service .
4.1. Forfeiture of Unvested
Options . If the Participant’s Continuous Service is
terminated for any reason, the unvested portion of the Option shall
terminate as set forth in this Section 4.1 and the
Participant may exercise the vested portion as provided in this
Section 4 . Unless otherwise provided in the Plan or an
employment agreement the terms of which have been approved by the
Administrator, outstanding Options that are not exercisable at the
time the Participant’s Continuous Service terminates for any
reason other than Cause (including upon the Participant’s
death or Disability) shall be forfeited and expire at the close of
business on the date of such termination. If the
Participant’s Continuous Service is terminated as a result of
the Participant’s termination for Cause, all outstanding
Options granted to the Participant (whether or not vested), shall
be forfeited and expire as of the beginning of business on the date
of such termination for Cause.
4.2. Termination for Any Reason
Except Death, Disability or Cause . Unless otherwise provided
in an employment agreement the terms of which have been approved by
the Administrator, if Participant’s Continuous Service is
terminated for any reason, except death, Disability or Cause, the
Option, to the extent (and only to the extent) that it would have
been exercisable by Participant as of the date of termination of
Continuous Service, may be exercised by Participant only within
such period of time ending on the earlier of the Expiration Date
or, except as set forth in Section 4.5 , the date that
is three (3) months following the termination of the
Participant’s Continuous Service and the Option shall
thereafter terminate and cease to be exercisable. If, after
termination the Option is not exercised within the time specified
herein, the Option shall terminate.
4.3. Termination Because of Death
or Disability . If Participant’s Continuous Service is
terminated because of the death or Disability of Participant (or
Participant dies within three (3) months of the date of
termination when such termination is for any reason other than
Participant’s Disability or for Cause), the Option, to the
extent that is exercisable by Participant on the date of
termination, may be exercised by Participant (or by the
Participant’s estate, by a person who acquired the right to
exercise the Option by bequest or inheritance or by a person
designated to exercise the Option upon the Participant’s
death) no later than twelve (12) months after the date of
termination, but in any event no later than the Expiration Date. If
after such termination of Continuous Service the Option is not
exercised within the time specified herein, the Option shall
terminate.
4.4. Termination for Cause .
If the Participant’s Continuous Service is terminated as a
result of the Participant’s termination for Cause, all
outstanding Options granted to such Participant (whether or not
vested), shall be forfeited and expire as of the beginning of
business on the date of such termination for Cause.
4.5. Extension of Termination
Date . If the exercise of the Option following the termination
of the Participant’s Continuous Service for any reason other
than Cause (other than upon the Participant’s death or
Disability) would be prohibited at any time solely because the
exercise of the Option or issuance of Shares of Common Stock would
violate the registration requirements under the Securities Act or
any other state or federal securities law or the rules of any
securities exchange or interdealer quotation system, then the
Option shall terminate on the
Mannatech, Incorporated Stock Option
Agreement
Page 2
earlier of (a) the expiration of the
Expiration Date specified in the Certificate or (b) the
expiration of a period after termination of the Participant’s
Continuous Service that is three (3) months after the end of
the period during which the exercise of the Option would be in
violation of such registration or other securities law
requirements.
4.6. No Obligation to Employ
. Nothing in the Plan or this Agreement shall confer on Participant
any right to continue in the employ of, or other relationship with,
the Company or any Affiliate, or limit in any way the right of the
Company or any Affiliate to terminate Participant’s
employment or other relationship at any time, with or without
Cause.
5. Manner of Exercise
.
5.1. Stock Option Exercise
Agreement . To exercise this Option, Participant (or in the
case of exercise after Participant’s death or incapacity,
Participant’s executor, administrator, heir or legatee, as
the case may be) must deliver to the Company an executed stock
option exercise agreement in the form attached hereto as Exhibit
A , or in such other form as may be approved by the
Administrator from time to time (the “ Exercise
Agreement ”), which shall set forth, inter
alia , (a) Participant’s election to exercise the
Option, (b) the number of Shares being purchased, (c) any
restrictions imposed on the Shares and (d) any representations
warranties and agreements regarding Participant’s investment
intent and access to information as may be required by the Company
to comply with applicable securities laws. If someone other than
Participant exercises the Option, then such person must submit
documentation reasonably acceptable to the Company verifying that
such person has the legal right to exercise the Option.
5.2. Limitations on Exercise
. The Option may not be exercised unless such exercise is in
compliance with all applicable federal and state securities laws,
as they are in effect on the date of exercise. The Option may not
be exercised for fewer than one (1) Share or for a fractional
Share. If a fractional Share would otherwise become exercisable,
such Share shall be rounded down to the nearest whole Share for
each year except for the last year of the applicable vesting
period, at the end of which vesting period this Option shall become
exercisable for the full remainder of the unexercised Shares
subject to the Option.
5.3. Payment . The entire
Exercise Price of this Option to purchase Shares issued under the
Plan (plus applicable tax withholding) shall be payable in full by
cash, wire, or certified or bank check for an amount equal to the
aggregate Exercise Price Per Share for the number of Shares being
purchased. Alternatively, in the sole discretion of the Plan
Administrator and upon such terms as the Plan Administrator shall
approve, the Exercise Price may be paid by:
(a) paying all or a portion of the
aggregate Exercise Price Per Share for the number of Shares being
purchased by delivery to the Company of other shares of Common
Stock, duly endorsed for transfer to the Company, with a Fair
Market Value on the date of delivery equal to the exercise price
(or portion thereof) due for the number of Shares being acquired,
or by means of attestation whereby the Participant identifies for
delivery specific shares of Common Stock where such shares have a
Fair Market Value on the date of attestation equal to the exercise
price (or portion thereof) and receives a number of Shares equal to
the difference between the number of Shares thereby purchased and
the number of identified
Mannatech, Incorporated Stock Option
Agreement
Page 3
attestation shares of Common Stock (collectively
a “Stock For Stock Exercise” ); provided,
however, that the shares of Common Stock used in such Stock for
Stock Exercise (i) have either (1) been held for more
than six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting
purposes) and have been paid for within the meaning of SEC Rule 144
(and, if such shares were purchased from the Company by use of a
promissory note, such note has been fully paid with respect to such
shares); or (2) were obtained by Participant in the open
public market; and (ii) are clear of all liens, claims,
encumbrances or security interests. Payment of the Exercise Price
by a Participant who is an officer, director or other
“insider” subject to Section 16(b) of the Exchange
Act in the form of a Stock for Stock Exercise is subject to
pre-approval by the Administrator, in its sole discretion, in a
manner that complies with the specificity requirements of Rule
16b-3 under the Exchange Act, including the name of the Participant
involved in the transaction,