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NATIONAL RESEARCH CORPORATION
2006 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
[Name]
Dear
_____________________:
You have been granted an option
(the “Option”) to purchase shares of $.001 par value
common stock (the “Shares”) of National Research
Corporation (the “Company”) under the National Research
Corporation 2006 Equity Incentive Plan (the “Plan”)
with the following terms and conditions:
|
Grant
Date:
|
__________,
200__
|
|
Type of
Option:
|
Nonqualified or
Incentive Stock Option
|
|
Number of
Option Shares:
|
__________________
|
|
Exercise Price
per Share:
|
U.S.
$_____________
|
|
Expiration
Date:
|
The tenth
(10th) anniversary of the Grant Date, subject to earlier
termination as described under "Termination of
Employment."
|
|
Vesting
Schedule:
|
Your Option
will vest and become fully exercisable on the 5th anniversary of
the Grant Date.
|
|
|
In addition,
your Option will become fully vested if your employment terminates
as a result of your death or disability, as determined by the
Committee. Upon any other termination of employment, if your Option
is not yet vested, it will immediately terminate.
|
|
Manner of
Exercise:
|
You may
exercise all or a portion of this Option only if the Option has
vested, and only if the Option has not expired or otherwise
terminated. To exercise this Option, you must notify the
Company’s Secretary, in writing and on the form provided by
the Committee, of your intent to exercise the Option. Your notice
must specify the number of Shares you wish to purchase and must be
accompanied by payment for those Shares and applicable withholding
taxes. Payment for the Shares may be made: (a) in cash or its
equivalent; (b) by tendering to the Company previously acquired
Shares that you have held for at least six (6) months or purchased
on the market at Fair Market Value; (c) by any combination of (a)
and (b); or (d) by delivering to the Company or its agent an
executed irrevocable option exercise form together with irrevocable
instructions to a broker-dealer to sell or margin a sufficient
portion of the Shares and deliver the sale or margin loan proceeds
to the Company as payment for the Shares.
|
|
|
Your notice
will be effective when it is received by the Company’s
Secretary at the Company’s principal office. If another
person wishes to exercise this Option after your death, that person
must contact the Company’s Secretary and prove to the
Company’s satisfaction that he or she is entitled to do so.
Your ability to exercise this Option may be restricted by the
Company if required by applicable law.
|
|
Termination of
Employment:
|
If your
employment with the Company terminates, and your Option has vested,
but has not expired or otherwise te
|
|
