Stock Option No.:
Exhibit 10.22.1
NATIONAL CINEMEDIA,
INC.
2007 EQUITY INCENTIVE
PLAN
2009 STOCK OPTION
AGREEMENT
The Board of Directors of National
CineMedia, Inc., a Delaware corporation (the
“Company” ), granted an option under the
National CineMedia, Inc. 2007 Equity Incentive Plan (the
“Plan” ) to purchase shares of common stock,
$0.01 par value per share, of the Company (
“Stock” ) to the Optionee named below. This
Stock Option Agreement (the “Agreement” )
evidences the terms of the Company’s grant of an Option to
Optionee.
A. NOTICE OF GRANT
Name of Optionee:
Number of Shares of Stock Covered
by the Option:
Exercise Price per
Share: $
Grant
Date:
January __, 2009
Expiration
Date:
January __, 2019
Type of
Option: Non-Qualified Stock Option
Vesting Schedule:
Except as provided otherwise in this
Agreement and the Plan (including but not limited to
Section 14.2 of the Plan which provides for accelerated
vesting upon certain terminations in connection with a Change of
Control), Optionee’s right to purchase shares of Stock under
this Option vests, as set forth below:
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Percentage of
Shares that Vest
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Number of
Shares that Vest
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, 2010
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33.3
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%
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, 2011
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33.3
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%
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, 2012
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33.4
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%
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B. STOCK OPTION
AGREEMENT
1. Grant of Option. Subject
to the terms and conditions of this Agreement and the Plan, the
Company granted to Optionee, an Option to purchase the number of
shares of Stock, at the Exercise Price (each as set forth on the
cover page of this Agreement), 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 the
Plan and this Agreement, the terms and conditions of the Plan shall
govern. All capitalized terms in this Agreement shall have the
meaning assigned to them in this Agreement or in the
Plan.
2. Type of Option .
This Option is a Non-Qualified Stock Option.
3. Vesting . The
Option is only exercisable, in whole or in part, before it expires
and then only with respect to the vested portion of the Option.
Subject to the preceding sentence, Optionee may exercise this
Option, by following the procedures set forth in this
Agreement.
Except as provided otherwise in this
Agreement and the Plan (including but not limited to
Section 14.2 of the Plan which provides for accelerated
vesting upon certain terminations in connection with a Change of
Control), Optionee’s right to purchase shares of Stock under
this Option vests as set forth on the Vesting Schedule in the
Notice of Grant. No additional shares will vest after
Optionee’s termination of Service for any reason.
4. Option Term; Expiration
Date. This Option shall have a maximum term of ten
(10) years measured from the original Grant Date (as set forth
in the table on the cover sheet of this Agreement) and shall
accordingly expire at the close of business at Company headquarters
on the tenth anniversary of the Grant Date, unless sooner
terminated in accordance with Section 5 of this Agreement (the
“Expiration Date” ).
5. Termination of Service;
Expiration of Option . If Optionee terminates Service
with the Company and its Affiliates prior to the Expiration Date,
the following shall apply:
(a) By the
Company Without Cause or By Optionee for Good Reason .
If Optionee’s Service is terminated by the Company or its
Affiliate without Cause or Optionee terminates Service for Good
Reason, then the vested portion of the Option will expire at the
close of business at Company headquarters on the 90
th
day after Optionee
terminates Service, but in no event after the Expiration Date. The
unvested portion of the Option automatically expires on the date of
termination of Service. Section 14.2 of the Plan provides for
accelerated vesting upon certain conditions in connection with a
Change of Control.
(b) By Optionee Without Good
Reason . If Optionee terminates Service without Good
Reason, then Optionee shall immediately forfeit all rights to the
Option (whether or not vested) and the Option shall immediately
expire on the date of termination of Service.
(c) Termination for Cause. If
Optionee’s Service is terminated by the Company or an
Affiliate for Cause, then Optionee shall immediately forfeit all
rights to the Option (whether or not vested) and the Option shall
immediately expire on the date of termination of
Service.
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(d) Disability . If
Optionee terminates Service because of Optionee’s Disability,
then the vested portion of the Option will expire at the close of
business at Company headquarters on the date twelve
(12) months after Optionee’s termination of Service, but
in no event after the Expiration Date. The unvested portion of the
Option automatically expires on the date of termination of
Service.
(e) Death . If
Optionee terminates Service because of Optionee’s death, then
the vested portion of the Option will expire at the close of
business at Company headquarters on the date twelve
(12) months after the date of death, but in no event after the
Expiration Date. During that twelve (12) month period,
Optionee’s estate or heirs may exercise the vested portion of
the Option. The unvested portion of the Option automatically
expires on the date of termination of Service. In addition, if
Optionee dies during the 90-day period described in subsection
5(a), and a vested portion of the Option has not yet been
exercised, then the vested portion of the Option will instead
expire on the date twelve (12) months after Optionee’s
termination of Service, but in no event after the Expiration Date.
In such a case, during the period following Optionee’s death
up to the date twelve (12) months after termination of
Service, Optionee’s estate or heirs may exercise the vested
portion of the Option.
6. Leave of Absence. For
purposes of the Option, Service does not terminate when Optionee
goes on a bona fide employee leave of absence that was
approved by the Company or an Affiliate in writing, if the terms of
the leave provide for continued Service crediting, or when
continued Service crediting is required by applicable law. However,
Service will be treated as terminating 90 days after Optionee went
on the approved leave, unless Optionee’s right to return to
active work is guaranteed by law or by a contract. Service
terminates in any event when the approved leave ends unless
Optionee immediately returns to active Service. The Committee
determines, in its sole discretion, which leaves of absence count
for this purpose, and when Service terminates for all purposes
under the Plan.
7. Option
Exercise.
(a) Right to Exercise. The
Option shall be exercisable on or before the Expiration Date in
accordance with the vesting schedule set forth in
