e
Plus inc.
Non-Qualified Stock Option
Agreement
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Option
Number:
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Total Number
of Shares Underlying Option:
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Option
Date:
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Exercise
Price Per Share:
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NON-QUALIFIED
STOCK OPTION granted by e Plus inc., a Delaware corporation,
(the “ Company ”) to the above-named option
holder (the “Optionee” ), an employee or
consultant of the Company or one of its subsidiaries, pursuant to
the e Plus inc. 2008 Employee Long-Term Incentive Plan (the
“Plan” ) the terms of which are incorporated
herein by reference and which, in the event of any conflict, shall
control over the terms contained herein. A copy of the Plan (or
related Prospectus delivered to you with this Agreement) may be
obtained at no cost by contacting the [HR] at _______.
1. Grant and
Vesting Option
Subject to the
vesting schedule below, the Company hereby grants to the Optionee
an option to purchase on the terms herein provided a total of the
number of shares of common stock, $0.01 par value, of the Company
set forth above, at an exercise price per share as set forth
above.
This option may
be exercised only with respect to the portion thereof that is
vested. The Optionee’s right to exercise this option shall
become vested according to the following vesting
schedule:
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Percentage (%) of Option Shares
With Respect to
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[Anniversary/Other]
Date
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Which Optionee Has a Vested
Option to Exercise
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Vested rights
shall be calculated only in terms of full years (for example, from
one anniversary date to the next) and no partial vesting credit
shall be given for partial years of employment.
This option
shall expire and shall not be exercisable after the expiration of
ten (10) years from the date it is granted.
2. Stock to
be Delivered
Stock to be
delivered upon the exercise of this option may constitute an
original issue of authorized stock or may consist of treasury
stock.
3. Exercise
of Option
Each election
to exercise this option shall be made, by delivering to the Company
or its agent a properly executed exercise notice, together with
irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds with respect to the
portion of shares to be acquired upon exercise. Exercise of this
option will not be permitted if the Company determines, in its sole
and absolute discretion, that issuance of shares at that time could
violate any law or regulation.
In the event an
option is exercised by the executor or administrator of a deceased
Optionee, or by the person or persons to whom the option has been
transferred by the Optionee’s will or the applicable laws of
descent and distribution, the Company shall be under no obligation
to deliver stock thereunder unless and until the Company is
satisfied that the person or persons exercising the option is or
are the duly
appointed
executor(s) or administrator(s) of the deceased Optionee or the
person to whom the option has been transferred by the
Optionee’s will or by the applicable laws of descent and
distribution.
4. Payment
for and Delivery of Stock
Payment in full
by cash, certified check, bank draft, wire transfer or postal or
express money order may be made for all shares for which this
option is exercised at the time of such exercise, and no shares
shall be delivered until such payment is made.
Alternatively,
payment may be made by (i) delivering to the Company a
properly executed exercise notice, together with irrevocable
instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds with respect to the portion of the
shares to be acquired upon exercise having a Fair Market Value on
the date of exercise equal to the sum of the applicable portion of
the exercise price being so paid and appropriate tax withholding,
(ii) tendering to the Company (by physical delivery or by
attestation) certificates representing shares of outstanding common
stock, par value $0.01, of the Company that have been held by the
Optionee for at least six months prior to exercise, having a Fair
Market Value on the day prior to the date of exercise equal to the
applicable portion of the exercise price being so paid, together
with stock powers duly executed and with signature guaranteed; or
(iii) any combination of the foregoing. Notwithstanding the
foregoing, a form of payment will not be available if the Company
determines, in its sole and absolute discretion, that such form of
payment could violate any law or regulation.
The Company
shall not be obligated to deliver any stock unless and until
(i) satisfactory arrangements have been made with the Company
for the payment of any applicable tax withholding obligations,
(ii) all applicable federal and state laws and regulations
have been complied with, (iii) in the event the outstanding
common stock is at the time listed upon any stock exchange, the
shares to be delivered have been listed, or authorized to be listed
upon official notice of issuance upon the exchanges where it is
listed, and (iv) all legal matters in connection with the
issuance and delivery of the shares have been approved by counsel
of the Company. The Optionee shall have no rights of a stockholder
until the stock is actually delivered to him or
her. Further, the Optionee acknowledges and consents
that, pursuant to the Plan, if the Compensation Committee
determines that any consent (a
