Exhibit 10.1
ELECTRONICS FOR IMAGING,
INC.
2009 EQUITY INCENTIVE AWARD
PLAN
STOCK OPTION GRANT NOTICE
AND
STOCK OPTION
AGREEMENT
Electronics For Imaging, Inc., a
Delaware corporation (the “ Company ”),
pursuant to its 2009 Equity Incentive Award Plan, as amended from
time to time (the “ Plan ”), hereby
grants to the holder listed below (“
Participant ”), an option to purchase the
number of shares of the Company’s common stock, par value
$0.01 (“ Stock ”), set forth below (the
“ Option ”). This Option is subject to
all of the terms and conditions set forth herein and in the Stock
Option Agreement attached hereto as Exhibit A (the “
Stock Option Agreement ”) and the Plan, which
are incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined
meanings in this Grant Notice and the Stock Option
Agreement.
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Participant’s Name:
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Participant’s Address:
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Grant
Date:
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Exercise
Price per Share:
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$
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Total
Exercise Price:
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$
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Total Number
of Shares Subject to the Option:
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Expiration
Date:
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Vesting Commencement Date:
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Vesting
Schedule:
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Shares
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Vest Type
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Full Vest
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Expiration
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Type of Option:
¨
Incentive Stock
Option ¨ Non-Qualified Stock
Option
By clicking on the Acceptance button
below, Participant agrees to be bound by the terms and conditions
of the Plan, the Stock Option Agreement and this Grant Notice.
Participant has reviewed the Stock Option Agreement, the Plan and
this Grant Notice in their entirety and fully understands all
provisions of this Grant Notice, the Stock Option Agreement and the
Plan. Additionally, by clicking on the Acceptance button below,
Participant agrees that Participant has read, fully understands and
agrees to abide by the terms of the Company’s Insider Trading
Policy and has read and fully understands the Plan Prospectus and
Prospectus Supplement, if applicable, each of which is attached to
this Grant Notice. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Plan or relating to
the Option.
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ELECTRONICS FOR IMAGING,
INC.:
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By:
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Print Name:
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EXHIBIT A
TO STOCK OPTION GRANT
NOTICE
STOCK OPTION
AGREEMENT
Pursuant to the Stock Option Grant
Notice (the “ Grant Notice ”) to which
this Stock Option Agreement (this “ Agreement
”) is attached, Electronics For Imaging, Inc., a Delaware
corporation (the “ Company ”), has
granted to the Participant an option (the “
Option ”) under the Company’s 2009 Equity
Incentive Award Plan, as amended from time to time (the “
Plan ”), to purchase the number of shares of
Stock indicated in the Grant Notice.
ARTICLE I
GENERAL
1.1 Defined Terms . Wherever
the following terms are used in this Agreement they shall have the
meanings specified below, unless the context clearly indicates
otherwise. Capitalized terms not specifically defined herein shall
have the meanings specified in the Plan and the Grant
Notice.
(a) “
Administrator ” shall mean the Board or the
Committee responsible for conducting the general administration of
the Plan in accordance with Article 12 of the Plan; provided that
if the Participant is an Independent Director,
“Administrator” shall mean the Board.
(b) “ Termination of
Consultancy ” shall mean the time when the engagement
of the Participant as a Consultant to the Company or a Subsidiary
is terminated for any reason, with or without cause, including, but
not by way of limitation, by resignation, discharge, death or
retirement, but excluding: (a) terminations where there is a
simultaneous employment or continuing employment of the Participant
by the Company or any Subsidiary and (b) terminations where
there is a simultaneous re-establishment of a consulting
relationship or continuing consulting relationship between the
Participant and the Company or any Subsidiary. The Administrator,
in its absolute discretion, shall determine the effect of all
matters and questions relating to Termination of Consultancy,
including, but not by way of limitation, the question of whether a
particular leave of absence constitutes a Termination of
Consultancy. Notwithstanding any other provision of the Plan, the
Company or any Subsidiary has an absolute and unrestricted right to
terminate a Consultant’s service at any time for any reason
whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.
(c) “ Termination of
Directorship ” shall mean the time when the
Participant, if he or she is or becomes an Independent Director,
ceases to be a Director for any reason, including, but not by way
of limitation, a termination by resignation, failure to be elected,
death or retirement. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Directorship with respect to Independent
Directors.
(d) “ Termination of
Employment ” shall mean the time when the
employee-employer relationship between the Participant and the
Company or any Subsidiary is terminated for any reason, with or
without cause, including, but not by way of limitation, a
termination by resignation, discharge, death, disability or
retirement; but excluding: (a) terminations where there is a
simultaneous reemployment or continuing employment of the
Participant by the Company or any Subsidiary and
(b) terminations where there is a simultaneous establishment
of a consulting relationship or continuing consulting relationship
between the Participant and the Company or any Subsidiary. The
Administrator, in its absolute discretion, shall determine the
effect of all matters and questions relating to Termination
of
A-1
Employment, including, but not by way of
limitation, the question of whether a particular leave of absence
constitutes a Termination of Employment; provided, however, that,
if this Option is an Incentive Stock Option, unless otherwise
determined by the Administrator in its discretion, a leave of
absence, change in status from an employee to an independent
contractor or other change in the employee-employer relationship
shall constitute a Termination of Employment if, and to the extent
that, such leave of absence, change in status or other change
interrupts employment for the purposes of Section 422(a)(2) of
the Internal Revenue Code and the then applicable regulations and
revenue rulings under said Section.
(e) “ Termination of
Services ” shall mean the Participant’s
Termination of Consultancy, Termination of Directorship or
Termination of Employment, as applicable.
1.2 Incorporation of Terms of
Plan . The Option is subject to the terms and conditions of the
Plan which are incorporated herein by reference. In the event of
any inconsistency between the Plan and this Agreement, the terms of
the Plan shall control.
ARTICLE II
GRANT OF OPTION
2.1 Grant of Option . In
consideration of the Participant’s past and/or continued
employment with or service to the Company or a Subsidiary and for
other good and valuable consideration, effective as of the Grant
Date set forth in the Grant Notice (the “ Grant
Date ”), the Company irrevocably grants to the
Participant the Option to purchase any part or all of an aggregate
of the number of shares of Stock set forth in the Grant Notice,
upon the terms and conditions set forth in the Plan and this
Agreement, subject to adjustments as provided in Section 11 of
the Plan. Unless designated as an Incentive Stock Option in the
Grant Notice, the Option shall be a Non-Qualified Stock
Option.
2.2 Exercise Price . The
exercise price of the shares of Stock subject to the Option shall
be as set forth in the Grant Notice, without commission or other
charge; provided , however , that the price per share
of the shares of Stock subject to the Option shall not be less than
100% of the Fair Market Value of a share of Stock on the Grant
Date. Notwithstanding the foregoing, if this Option is designated
as an Incentive Stock Option and the Participant owns (within the
meaning of Section 424(d) of the Code) more than 10% of the
total combined voting power of all classes of stock of the Company
or any “subsidiary corporation” of the Company or any
“parent corporation” of the Company (each within the
meaning of Section 424 of the Code), the price per share of
the shares of Stock subject to the Option shall not be less than
110% of the Fair Market Value of a share of Stock on the Grant
Date.
2.3 Consideration to the
Company . In consideration of the grant of the Option by the
Company, the Participant agree
