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Exhibit
10.9
WS M IDWAY
H OLDINGS , I NC .
S TOCK O
PTION P LAN
S TOCK O
PTION A GREEMENT
(S ERIES B
O PTION /P ERFORMANCE -B
ASED V ESTING )
Unless otherwise defined in
this Stock Option Agreement (this “ Stock Option
Agreement ”), the capitalized terms herein shall have
the same meaning as defined in the Plan (defined below).
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NOTICE OF STOCK OPTION GRANT |
The undersigned Optionee (the
“ Optionee ”) has been granted an Option
to purchase Common Stock of WS Midway Holdings, Inc., a Delaware
corporation (the “ Company ”), subject to
the terms and conditions of the Company’s Stock Option Plan
(the “ Plan ”) and this Stock Option
Agreement, as follows:
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| Name of
Optionee: |
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| Date of
Grant: |
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December
11, 2006 |
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| Exercise
Price per Share: |
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$1,000.00 |
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| Total Number
of Shares Granted: |
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| Termination
Date: |
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March 8,
2016 |
Vesting Schedule: The Option
referenced herein shall vest only upon a Sale of the Company or a
Wellspring Liquidity Event, to the extent that (i) the Grantee
is employed through the date of such Sale of the Company or
Wellspring Liquidity Event, and (ii) the Wellspring IRR
associated with such Sale of the Company or Wellspring Liquidity
Event exceeds 25%, all as more specifically set forth in the
Plan.
1
1. Grant of Option .
The Committee hereby grants to the Optionee an option (the “
Option ”) to purchase the number of Shares set
forth herein, at the per Share exercise price set forth herein (the
“ Exercise Price ”), and subject to the
terms and conditions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the terms and
conditions of t
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