AMBASSADORS GROUP,
INC.
2009 EQUITY PARTICIPATION
PLAN
STOCK OPTION
AGREEMENT
DIRECTOR NON-QUALIFIED STOCK
OPTION
THIS AGREEMENT made as of ___________, 200_, by
and between Ambassadors Group, Inc., a Delaware corporation (the
“Company”), and ____________________ (the
“Optionee”).
WITNESSETH:
WHEREAS, the Company has adopted the Ambassadors
Group, Inc. 2009 Equity Participation Plan (the “ Plan
”) for the benefit of its employees, nonemployee directors
and consultants and the employees, nonemployee directors and
consultants of its affiliates, and
WHEREAS, the Committee has authorized the grant
to the Optionee of an Option under the Plan, on the terms and
conditions set forth in the Plan and as hereinafter
provided,
NOW, THEREFORE, in consideration of the premises
contained herein, the Company and the Optionee hereby agree as
follows:
Terms used in this Agreement which are defined
in the Plan shall have the same meaning as set forth in the
Plan.
The Committee hereby grants to the Optionee an
option to purchase [insert # of shares] shares of the
Company’s Common Stock (“ Shares ”) for an
Option price per Share equal to [insert price] (not less
than the Fair Market Value of a Share on the date of the grant of
the Option) (the “ Option ”).
3.
Option Terms and Exercise
Period .
(a)
The Option shall be exercised, and
payment by the Optionee of the Option price shall be made, pursuant
to the terms of the Plan.
(b)
All or any part of the Option may be
exercised by the Optionee no later than the tenth (10th)
anniversary of the date of this Agreement.
(c)
This Agreement and the Option shall
terminate on the earlier of (i) the tenth (10th) anniversary of the
date of this Agreement or (ii) the date the Option is fully
exercised.
Subject to Section 10, the Option shall vest and
become exercisable pursuant to the following schedule:
|
|
Anniversary of Date of
Grant
|
|
|
|
Percent Vested and
Exercisable
|
|
|
Less than 1 year
|
|
0%
|
|
1 year but less than 2
years
|
|
25%
|
|
2 years but less than 3
years
|
|
50%
|
|
3 years but less than 4
years
|
|
75%
|
|
4 years
|
|
100%
|
5.
Termination of Director
Status .
Sections 6.2 and 6.4 of the Plan shall
control.
6.
Restrictions on Transfer of
Option .
Except as otherwise provided in the Plan, this
Agreement and the Option shall not be transferable otherwise than
(a) by will or by the l
