Exhibit 10.23
OPTION AGREEMENT
OF
LOCAL INSIGHT MEDIA HOLDINGS,
INC.
THIS AGREEMENT (the “
Agreement ”) is entered into as of
, 200 (the “ Grant
Date ”) by and between Local Insight Media Holdings, Inc,
a Delaware corporation (the “ Company ”), and
, an employee of the Company (or one of its Subsidiaries),
hereinafter referred to as the “ Optionee
”.
WHEREAS, the Company wishes to
afford the Optionee the opportunity to purchase Shares (as that
term is defined below);
WHEREAS, the Company wishes to carry
out the 2008 Option Plan of the Local Insight Media Holdings, Inc.
(as it may be amended from time to time, the “ Plan
”), the terms of which are hereby incorporated by reference
and made a part of this Agreement; and
WHEREAS, the Committee (as that term
is defined in the Plan) has determined that it would be to the
advantage and in the best interests of the Company and its
shareholders to grant the Option provided for herein to the
Optionee as an inducement to enter into or remain in the service of
the Company (or one of its Subsidiaries) and as an incentive for
increased efforts during such service, and has advised the Company
thereof and authorized the issuance of said Option.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto do hereby agree as follows:
ARTICLE I.
DEFINITIONS
Whenever the following terms are
used in this Agreement, they shall have the meaning specified below
unless the context clearly indicates to the contrary. Capitalized
terms used in this Agreement and not defined below shall have the
meaning given such terms in the Plan. The singular pronoun shall
include the plural, where the context so indicates.
Section 1.1 “ Board
” shall mean the Board of Directors of the
Company.
Section 1.2 “ Committee
” shall have the meaning set forth in the Recitals
hereto.
Section 1.3 “ Company
” shall have the meaning set forth in the Recitals
hereto.
Section 1.4 “ Company
EBITDA Target ” and “ Cumulative Company EBITDA
Target ” for a given period shall be as set forth in
Exhibit A of this Agreement, subject to the provisions of
Section 4.6. Each of the Company EBITDA Target and the
Cumulative Company EBITDA Target shall, to the extent not
determined as of the Grant Date, be determined by the Committee in
its sole discretion as soon as reasonably practicable following the
Grant Date.
Section 1.5 “ Company
Revenue ” shall mean income received by the Company and
its Subsidiaries, on a consolidated basis, from their normal
business activities.
Section 1.6 “ Company
Revenue Target ” and “ Cumulative Company
Revenue Target ” for a given period shall be as set forth
in Exhibit B of this Agreement, subject to the provisions of
Section 4.6. Each of the Company Revenue Target and the
Cumulative Company Revenue Target shall, to the extent not
determined as of the Grant Date, be determined by the Committee in
its sole discretion as soon as reasonably practicable following the
Grant Date.
Section 1.7 “ Cumulative
Company EBITDA ” as of a given date shall mean the total
Company EBITDA for any two successive calendar years.
Section 1.8 “ Cumulative
Company Revenue ” as of a given date shall mean the total
Company Revenue for any two successive calendar years.
Section 1.9 “ EBITDA
” shall mean, with respect to any Person, for any period, the
consolidated earnings before interest, taxes, depreciation,
amortization, and extraordinary items, calculated on a published
view basis, consistent with past practice.
Section 1.10 “ Exercise
Price ” shall have the meaning set forth in
Section 2.3 hereof.
Section 1.11 “ Grant
Date ” shall have the meaning set forth in the Recitals
hereto.
Section 1.12 “ IPO Date
” means the date of the first underwritten public offering of
Shares pursuant to an effective Form S-1 registration
statement.
Section 1.13 “ Option
” shall mean an option granted under the Plan to purchase the
number of Shares specified in Section 2.1. No Option shall be
an “incentive stock option” within the meaning of
Section 422 of the Code.
Section 1.14 “ Performance
Target ” means a Company EBITDA Target, a Cumulative
EBITDA Target, a Company Revenue Target or a Cumulative Company
Revenue Target.
Section 1.15 “ Performance
Vesting Commencement Date ” means
, 2008.
Section 1.16 “ Person
” shall have the meaning set forth in the Plan.
Section 1.17 “ Plan
” shall have the meaning set forth in the Recitals
hereto.
Section 1.18 “ Shares
” shall have the meaning set forth in the Plan.
Section 1.19 “
Subsidiary ” shall have the meaning set forth in the
Plan.
Section 1.20 “ Termination
of Employment ” shall have the meaning set forth in the
Plan.
Section 1.21 “ Time Vesting
Commencement Date ” means
, 2008.
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ARTICLE II.
GRANT OF
OPTION
Section 2.1 Grant of Option .
In consideration of the Optionee’s agreement to enter into or
remain in the employ of the Company or one of its Subsidiaries, and
for other good and valuable consideration, as of the Grant Date,
the Company irrevocably grants to the Optionee the Option to
purchase
Shares, upon the terms and conditions set forth in the Plan and
this Agreement. The Option granted hereto, and each Share acquired
upon exercise of all or any portion of the Option, shall be
referred to as an Equity Security under the Stockholders
Agreement.
Section 2.2 Option Subject to
Plan . The Option granted hereunder is subject to the terms and
provisions of the Plan, including, without limitation,
Section 8.2 of the Plan.
Section 2.3 Option Price .
The exercise price per Share covered by the Option shall be
$1,342.31 (without commission or other charge) (the “
Exercise Price ”), which is not less than the Fair
Market Value as of the Grant Date.
ARTICLE III.
EXERCISABILITY
Section 3.1
Commencement of
Exercisability .
(a) [Vesting schedule and
conditions to be determined]
(b) The Optionee acknowledges and
agrees that, notwithstanding any other provision of this
Section 3.1, the Committee may modify the exercisability of
the Option pursuant to Section 8.2 of the Plan, in the event
of certain changes in capitalization and other transactions
described therein.
(c) No portion of the Option which
is unvested and unexercisable at Termination of Employment shall
thereafter become vested and exercisable. For the avoidance of
doubt, if there is a Termination of Employment prior to the
anniversary of a Performance Vesting Commencement Date, any portion
of the Performance Vesting Option that would otherwise have vested
on such anniversary shall not vest and become exercisable, even if
any applicable Performance Target for the calendar year ending
prior to such Termination of Employment has been met.
Section 3.2 Duration of
Exercisability . The installments provided for in
Section 3.1 are cumulative. Each such installment which
becomes exercisable pursuant to Section 3.1 shall remain
exercisable until it becomes unexercisable. Nothwithstanding
anything to the contrary contained herein, unless otherwise
determined by the Committee, prior to the earlier of the IPO Date
or a Company Sale, no portion of the Option may be exercised prior
to the Optionee’s Termination of Employment.
Section 3.3 Expiration of
Option . The Option may not be exercised to any extent by
anyone after the first to occur of the following events:
(a) The tenth anniversary of the
Grant Date; or
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(b) Except as the
Committee may otherwise approve, the ninetieth (90
th
) day following
the date of the Optionee’s Termination of Employment for any
reason other than the Optionee’s death or disability (as
defined in Section 22(e)(3) of the Code); or
(c) In the case of an Optionee whose
Termination of Employment is by reason of his or her death or
disability (within the meaning of Section 22(e)(3) of the
Code), the expiration of twelve (12) months from the date of
the Optionee’s Termination of Employment.
Section 3.4 Partial Exercise
. Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exer
