Exhibit 10.29
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
[Physicians Formula Holdings, Inc.
Letterhead]
_____________, _______
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___________________
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___________________
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___________________
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Grant of
Non-Qualified Stock Option
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Dear
_________:
Physicians Formula Holdings, Inc. (the “
Company ”) is pleased to advise you that, pursuant to
the Company's 2006 Equity Incentive Plan (the “ Plan
”), the Committee has granted to you an option (the “
Option ”) to acquire shares of Common Stock, as set
forth below, subject to the terms and conditions set forth
herein:
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Number of
Options Shares:
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____________________
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Date of
Grant:
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____________________
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Exercise Price
per Option Share:
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____________________
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Vesting of
Option Shares:
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____________________
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Expiration Date
of All Option Shares:
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____________________
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The Option is not intended to be an "incentive
stock option" within the meaning of Section 422 of the
Code.
Any capitalized terms used herein and not
defined herein have the meaning set forth in the Plan.
(a) Term
. Subject to the terms and conditions set forth herein,
the Company hereby grants to you (or such other persons as
permitted by paragraph 5) an Option to purchase the Option
Shares at the exercise price per Option Share set forth above in
the introductory paragraph of this letter agreement (the “
Exercise Price ”), payable upon exercise as set forth
in paragraph 1(b) below. The Option shall expire at the
close of business on the date set forth above in the introductory
paragraph of this letter agreement (the “ Expiration
Date ”), which is the tenth anniversary of the date of
grant set forth above in the introductory paragraph of this letter
agreement (the “ Grant Date ”), subject to
earlier expiration as provided under the Plan should
your employment
or service with the Company or a Subsidiary
terminate. The Exercise Price and the number and kind of
shares of Common Stock or other property for which the Option may
be exercised shall be subject to adjustment as provided under the
Plan. For purposes of this letter agreement, “
Option Shares ” mean (i) all shares of Common Stock
issued or issuable upon the exercise of the Option and (ii) all
shares of Common Stock issued with respect to the Common Stock
referred to in clause (i) above by way of stock dividend or stock
split or in connection with any conversion, merger, consolidation
or recapitalization or other reorganization affecting the Common
Stock.
(b) Payment of
Option Price . Subject to paragraph 2 below, the
Option may be exercised in whole or in part upon payment of an
amount (the “ Option Price ”) equal to the
product of (i) the Exercise Price and (ii) the number of
Option Shares to be acquired. Payment of the Option
Price shall be made as provided under the Plan.
2.
Exercisability/Vesting and Expiration .
(a) Normal
Vesting . The Option granted hereunder may be
exercised only to the extent it has become vested. The
Option shall vest in as indicated by the vesting dates of Option
Shares set forth in the introductory paragraph of this letter
agreement.
(b) Normal
Expiration . In no event shall any part of the
Option be exercisable after the Expiration Date.
(c) Effect on
Vesting and Expiration of Employment Termination
. Notwithstanding paragraphs 2(a) and (b) above, the
special vesting and expiration rules set forth in the Plan shall
apply if your employment or service with the Company or a
Subsidiary terminates prior to the Option becoming fully vested
and/or prior to the Expiration Date.
(d) Change in
Control . If you have been continuously employed by
the Company from the Grant Date, the Option granted hereunder shall
become fully vested and exercisable automatically upon a Change in
Control, whether or not your employment or service with the Company
or a Subsidiary subsequently terminates.
3. Procedure for
Exercise . You may exercise all or any portion of
the Option, to the extent it has vested and is outstanding, at any
time and from time to time prior to the Expiration Date, by
delivering written notice to the Company in the form attached
hereto as Exhibit A , together with payment of the Option
Price in accordance with the provisions set forth in the
Plan. The Option may not be exercised for a fraction of
an Option Share.
4. Withholding of
Taxes .
(a) Participant
Election . Unless otherwise determined by the
Committee, you may elect to deliver shares of Common Stock (or have
the Company withhold Option Shares acquired upon exercise of the
Option) to satisfy, in whole or in part, the amount the Company is
required to withhold for taxes in connection with the exercise of
the Option. Such electio
