VOLCAN HOLDINGS, INC.
2008 EQUITY INCENTIVE PLAN
FORM OF NONQUALIFIED STOCK OPTION
AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option
Agreement”), dated as of the ____ day of ___ 20__ (the
“Grant Date”), is between Volcan Holdings, Inc., a
Delaware corporation (the “Company”), and _____________
(the “Optionee”), a director, officer or employees of,
or consultant or advisor to, the Company or a Subsidiary of the
Company (a “Related Corporation”), pursuant to the
Volcan Holdings, Inc. 2008 Equity Incentive Plan (the
“Plan”).
WHEREAS, the Company desires to give the Optionee the opportunity
to purchase shares of common stock of the Company, par value $0.001
(“Common Shares”) in accordance with the provisions of
the Plan, a copy of which is attached hereto;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option . The
Company hereby grants to the Optionee the right and option (the
“Option”) to purchase all or any part of an aggregate
of ___________________ (______) Common Shares. The Option is in all
respects limited and conditioned as hereinafter provided, and is
subject in all respects to the terms and conditions of the Plan now
in effect and as it may be amended from time to time (but only to
the extent that such amendments apply to outstanding options). Such
terms and conditions are incorporated herein by reference, made a
part hereof, and shall control in the event of any conflict with
any other terms of this Option Agreement. The Option granted
hereunder is intended to be a nonqualified stock option
(“NQSO”) and not an incentive stock option
(“ISO”) as such term is defined in section 422 of the
Internal Revenue Code of 1986, as amended (the
“Code”).
2. Exercise Price . The
exercise price of the Common Shares covered by this Option shall be
$_________ per share. It is the determination of the committee
administering the Plan (the “Committee”) that on the
Grant Date the exercise price was not less than the greater of (i)
100% of the “Fair Market Value” (as defined in the
Plan) of a Common Share, or (ii) the par value of a Common
Share.
3. Term . Unless earlier
terminated pursuant to any provision of the Plan or of this Option
Agreement, this Option shall expire on ___________ ___, 20__ (the
“Expiration Date”), which date is not more than 10
years from the Grant Date. This Option shall not be exercisable on
or after the Expiration Date.
4.
Exercise of Option . The Option shall vest according to the
following schedule, provided that Optionee remains continuously
engaged as a director, officer or employee of, or consultant or
advisor to, the Company or a Related Corporation from the date
hereof through the applicable vesting date:
|
Date
Installment Becomes Exercisable
|
Number of Shares
|
|
|
_______ Shares
|
|
|
an additional _______
Shares
|
|
|
an additional _______
Shares
|
|
|
an additional _______
Shares
|
The Committee may accelerate any
vesting date of the Option, in its discretion, if it deems such
acceleration to be desirable. Once the Option becomes exercisable,
it will remain exercisable until it is exercised or until it
terminates.
5.
Method of Exercising Option . Subject to the terms
and conditions of this Option Agreement and the Plan, the Option
may be exercised by written notice to the Company at its principal
office. The form of such notice is attached hereto and shall state
the election to exercise the Option and the number of whole shares
with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; and shall be
accompanied by payment of the full exercise price of such shares.
Only full shares will be issued.
The
exercise price shall be paid to the Company:
(a)
in cash, or by certified check, bank draft, or postal or
express money order;
(b)
through the delivery of Common Shares previously acquired by
the Optionee;
(c)
by delivering a properly executed notice of exercise of the Option
to the Company and a broker, with irrevocable instructions to the
broker promptly to deliver to the Company the amount necessary to
pay the exercise price of the Option;
(d)
in Common Shares newly acquired by the Optionee upon exercise of
the Option; or
(e)
in any combination of (a), (b), (c) or (d) above.
In the event the exercise price
is paid, in whole or in part, with Common Shares, the portion of
the exercise price so paid shall be equal to the Fair Market Value
of the Common Shares surrendered on the date of
exercise.
Upon
receipt of notice of exercise and payment, the Company shall
deliver a certificate or certificates representing the Common
Shares with respect to which the Option is so exercised. The
Optionee shall obtain the rights of a shareholder upon receipt of a
certificate(s) representing such Common Shares.
Such
certificate(s) shall be registered in the name of the person so
exercising the Option (or, if the Option is exercised by the
Optionee and if the Optionee so requests in the notice exercising
the Option, shall be registered in the name of the Optionee and the
Optionee’s spouse, jointly, with right of survivorship), and
shall be delivered as provided above to, or upon the written order
of, the person exercising the Option. In the event the Option is
exercised by any person after the death or disability (as
determined in accordance with Section 22(e)(3) of the Code) of the
Optionee, the notice shall be accompanied by appropriate proof of
the right of such person to exercise the Option. All Common Shares
that are purchased upon exercise of the Option as provided herein
shall be fully paid and non-assessable.
Upon
exercise of
