|
STOCK OPTION
AGREEMENT
AGREEMENT, dated as of October 1,
2007, by and between Juniper Content Corporation, a Delaware
corporation (“Company”) with principal offices located
at 521 5 th Avenue, Suite 822, New York, NY 10175, and
Herbert J. Roberts (“Executive”) residing at 51 Manor
Pond Lane, Irvington, New York 10533.
WHEREAS, on September 14, 2007,
Executive entered into an employment agreement (“Employment
Agreement”) with the Company;
WHEREAS, pursuant to the Employment
Agreement and pursuant to the Company’s 2006 Long-Term
Incentive Plan (“Plan”), the Board of Directors
(“Board”) of the Company authorized the grant to the
Executive of an option (“Option”) to purchase an
aggregate of 125,000 shares of the authorized but unissued common
stock of the Company, $.0001 par value (“Common
Stock”), conditioned upon the Executive’s acceptance
thereof upon the terms and conditions set forth in this Agreement
and subject to the terms of the Plan (capitalized terms used herein
and not otherwise defined have the meanings set forth in the Plan);
and
WHEREAS, the Executive desires to
acquire the Option on the terms and conditions set forth in this
Agreement and subject to the terms of the Plan;
IT IS AGREED:
1. Grant of Stock Option . The Company hereby grants to the Executive the
right and option to purchase all or any part of an aggregate of
125,000 shares of the Common Stock (“Option Shares”) on
the terms and conditions set forth herein and subject to the
provisions of the Plan.
2. Incentive Stock Option . The Option represented hereby is intended to be
an Option that qualifies as an “Incentive Stock Option”
under Section 422 of the Internal Revenue Code of 1986, as amended
(“Code”), but only to the extent allowable under the
Code. Any option which cannot be Incentive Options under the Code
shall be Non-Incentive Options.
3. Exercise Price . The exercise price (“Exercise
Price”) of the Option is $___ per share, subject to
adjustment as hereinafter provided.
4. Exercisability . Subject to the terms and conditions of the Plan,
this Option is exercisable as to 41,666 of the Option Shares on
September 14, 2008, 41,667 of the Option Shares on September 14,
2009 and 41,667 of the Option Shares on September 14, 2010. After a
portion of the Option becomes exercisable, it shall remain
exercisable, subject to the provisions of the Plan, until the close
of business on September 14, 2012 (“Exercise Period”).
Notwithstanding anything to the contrary, the Option shall become
fully exercisable with respect to all Option Shares if
Employee’s employment is terminated (i) by the Company
without “Cause” (as defined in the Employment
Agreement) or (ii) by Executive for “Good Reason” (as
defined in the Employment Agreement).
5. Method of Exercise .
5.1 Notice to the Company . The Option shall be exercised in whole or in
part by written notice in substantially the form attached hereto as
Exhibit A directed to the Company at its principal place of
business accompanied by full payment as hereinafter provided of the
exercise price for the number of Option Shares specified in the
notice and of the Withholding Taxes, if any.
5.2 Delivery of Option Shares . The Company shall deliver a certificate for the
Option Shares to the Executive as soon as practicable after payment
therefor.
5.3 Payment of Purchase Price .
5.3.1 Cash Payment . The Executive shall make cash payments by wire
transfer, certified or bank check or personal check, in each case
payable to the order of the Company; the Company shall not be
required to deliver certificates for Option Shares until the
Company has confirmed the receipt of good and available funds in
payment of the purchase price thereof.
5.3.2 Stock Payments . Provided that prior approval of the Company has
been obtained, the Executive may use Common Stock of the Company
owned by him to pay the purchase price for the Option Shares by
delivery of stock certificates in negotiable form which are
effective to transfer good and valid title thereto to the Company,
free of any liens or encumbrances. Shares of Common Stock used for
this purpose shall be valued at the Fair Market Value.
2
6. Effect of Termination of Employment
.
6.1 Termination Due to Death or Disability
. If Employee’s employment by
the Company terminates by reason of death or disability, the
Option, to the extent then exercisable pursuant to Section 4, may
thereafter be exercised for a period of one year from the date of
such death or disability or until the expiration of the Exercise
Period, whichever is shorter.
6.2 Termination by the Company Without Cause or by
Employee for “Good Reason” . Subject to Section 6.5, if Employee’s
employment is terminated (i) by the Company without
“Cause”, or (ii) by Employee for “Good
Reason,” the Option, to its full extent as to all Option
Shares in accordance with Section 4, may be exercised until the
expiration of the Exercise Period.
6.3 Termination Due to Non-Renewal or
Extension . Subject to
Section 6.5, if Employee’s employment is terminated due to
the failure to renew or extend the Employment Agreement, the
Option, to the extent then exercisable pursuant to Section 4, may
be exercised for a period of three months from the date of such
termination or until the expiration of the Exercise Period,
whichever is shorter.
6.4 Other Termination . If Employee’s employment is terminated for
any reason other than (i) death, (ii) disability, (iii)
non-renewal or extension, (iv) without “Cause” by
the Company, (v) by Employee for “Good Reason” or (vi)
the expiration of the term of the Employment Agreement with renewal
or extension, the Option shall expire on the date of termination of
employment.
6.5 Option Null and Void . If, after the term of Employee’s
employment with the Company, Employee engages in activity that
violates Section 4 of the Employment Agreement (to the extent such
section is applicable), the Board, in its sole discretion, may
annul any award granted hereunder and require Employee to return to
the Company the economic benefit received by Employee of any Option
Shares purchased hereunder by Employee during the period beginning
on the date that is six months prior to the date of
termination.
3
7. Withholding Tax . Not later than the date as of which an amount
first becomes includible in the gross income of Employee for
Federal income tax purposes with respect to the Option, Employee
shall pay to the Company, or make arrangements satisfactory to the
Board regarding the payment of, any Federal, state and local taxes
of any kind required by law to be withheld or paid with respect to
such amount (“Withholding Tax”). The obligations of the
Company pursuant to this Agreement shall be conditional upon such
payment or arrangements with the Company and the Company shall, to
the extent permitted by law, have the right to deduct any
Withholding Taxes from any payment of any kind otherwise due to
Employee from the Company.
8. Adjustments . In the event of any change in the shares of
Common Stock of the Company as a whole occurring as the result of a
common stock split or reverse split, combination or exchange of
shares, or other extraordinary or unusual event occurring after the
grant of the Option, the Board shall determine, in its sole
discretion, whether such change equitably requires an adjustment in
the terms of this Option. Any such adjustments will be made by the
Board, whose determination will be final, binding and
conclusive.
9. Company Representations . The Company hereby represents and warrants to
the Executive that:
(i) the Company, by appropriate and
all required action, is duly authorized to enter into this
Agreement and consummate all of the transactions contemplated
hereunder; and
(ii) the Option Sh
| 
