Company loan to exercise stock options
If application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become vested for the full remainder of the Shares. If Participant is Terminated for any reason, except death, Disability or for Cause, the Option, to the extent and only to the extent that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three months after the Termination Date, but in any event no later than the Expiration Date. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant. The Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise. The Option may not be exercised as to fewer than Shares unless it is exercised as to all Shares as to which the Option is then exercisable. The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash by checkor where permitted by law: Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Participant may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from the Shares issuable upon exercise. Notice of Disqualifying Disposition of ISO Shares. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant from the early disposition by payment in cash or out of the current wages or other compensation payable to Participant. Compliance with Laws and Regulations. Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance. The terms of the Option shall be binding upon the executors, administrators, successors and assigns of Participant. Set forth below is a brief summary as of the Effective Date of the Plan of some of the federal and California tax consequences of exercise of the Option and disposition of the Shares. If the Option qualifies as an ISO, there will be no regular federal or California income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for federal alternative minimum tax purposes and may subject the Participant to the alternative minimum tax company the year of exercise. If the Option does not qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income taxable at ordinary income tax rates equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. The following tax consequences may apply upon disposition of the Shares. If the Shares are held for more than 12 months after the date of purchase of the Shares pursuant to the exercise of an ISO and are disposed of more than two years after the Date of Grant, any gain realized on disposition of options Shares will be treated as long term capital gain for federal and California income tax purposes. If Vested Shares purchased under an ISO company disposed of within the applicable one year or two year period, any gain realized on such disposition will be treated as compensation income taxable at ordinary income rates in the year of the disposition to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Shares are held for more than 12 months after the date of the transfer of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain. Privileges of Stock Ownership. Participant shall not have any of the rights of a shareholder with respect to any Shares until the Shares are issued to Participant. Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between stock among the parties hereto with respect company the specific subject matter hereof. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: All notices for delivery outside the United States will be sent by facsimile or e-mail with confirmation of receipt, or by express courier. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the Right of First Refusal. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws. Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares loan that Participant should consult a tax adviser prior to such exercise or disposition. The parties agree to execute such further options and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. If any provision of this Agreement is determined by any court or arbitrator exercise competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had to the extent not enforceable never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent exercise shall be binding, then both parties agree to substitute such provision s through good faith negotiations. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. Loan WITNESS WHEREOFthe Company has caused this Agreement to be executed by its duly authorized representative and Participant has executed this Agreement, effective as of the Date of Grant. FORM OF STOCK OPTION EXERCISE AGREEMENT. STOCK OPTION EXERCISE AGREEMENT. The exact spelling of the name s under which Purchaser will take title to the Shares is: Purchaser desires to take title to the Options as follows: To assign the Shares to a trust, a stock transfer agreement in the form agreeable to the company must be completed or executed. Purchaser hereby delivers payment of the Exercise Price in the manner permitted in the Stock Option Agreement as follows check and complete as appropriate: Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company that: Purchaser has received a copy of the Plan and the Stock Option Agreement, has read and understands the terms of the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares, and that Purchaser should consult a tax adviser prior to such exercise or disposition. Purchaser has no present intention of selling or otherwise disposing of stock or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares. Purchaser is fully aware of: At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares. Compliance with Securities Laws. Purchaser understands and acknowledges that the Shares have not been company with the SEC under the Securities Act and that, notwithstanding any other provision of the Stock Option Agreement to the contrary, the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws. Purchaser understands that Purchaser may not transfer any Shares unless such Shares are registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions from registration company qualification may not be available or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser. In addition, Purchaser has been advised that SEC Rule promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of six months, and in certain cases one year, after they have been purchased and paid for within the meaning of Rule Purchaser hereby agrees that Purchaser shall make no disposition of the Shares other than as permitted by this Exercise Agreement unless and until: Purchaser further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. If the Offered Shares described in the Notice are options transferred to each Proposed Transferee within such day period, then a new Notice must be given to the Company pursuant to which the Company will options be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: Purchaser may grant a lien or security interest in, or pledge, hypothecate or encumber Vested Shares only if each party to whom such lien or security interest is granted, or to whom such pledge, hypothecation or other encumbrance is made, agrees in a writing satisfactory to the Company that: Rights as a Shareholder. Upon an exercise of the Repurchase Option or the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, other than the right to receive payment for the Shares so purchased in accordance with the provisions of this Exercise Agreement, and Purchaser will promptly surrender the stock certificate s evidencing the Shares so purchased to the Company for transfer or cancellation. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Exercise Agreement or to any other party for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Exercise Agreement. The Shares will be released from escrow upon termination of both the Repurchase Option and the Right of First Refusal. Restrictive Legends and Stop-Transfer Orders. Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate s evidencing the Shares, together with any other legends that may be required by state or U. Set forth below is a brief summary as of the date the Plan was adopted by the Board of some of the U. Federal and California tax consequences of exercise of the Option and disposition of the Shares. If the Option qualifies as an ISO, there will be no regular U. Federal income tax liability or California income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for U. Federal alternative minimum tax purposes and may subject Purchaser to the alternative minimum tax in the year of exercise. If the Option does not qualify as an ISO, there may be a regular U. Loan income tax liability and a Options income tax liability upon the exercise of the Option. Purchaser will be treated as having received compensation income taxable at ordinary income tax rates equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. To the extent the Shares were exercised prior to vesting coincident with the filing of an 83 b Election, the amount taxed because of a disqualifying disposition will be based upon the excess, if any, of the fair market value on the date of vesting over the exercise price. The issuance and transfer of the Shares will be subject to and conditioned upon compliance by the Company and Purchaser with all stock state and U. The Company may assign any of its rights and obligations under this Exercise Agreement, including its rights to company Shares under the Repurchase Option and the Right of First Refusal. No other party to this Exercise Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Exercise Agreement, except with the prior written consent of the Company. This Exercise Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. This Exercise Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Exercise Agreement. The titles, captions and headings of this Exercise Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Exercise Agreement. The Plan, the Stock Option Agreement and this Exercise Agreement, together with all Exhibits thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Exercise Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. This Exercise Agreement may be executed in any number of counterparts, each of which when so executed company delivered will be deemed an original, and all of which together shall constitute one and the same agreement. If any provision of this Exercise Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or loan in any respect, such provision will be enforced to the maximum extent possible given the exercise of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Exercise Agreement and the remainder of this Exercise Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had to the extent not enforceable never been contained in this Exercise Agreement. Notwithstanding the forgoing, if the value of this Exercise Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision s through good faith negotiations. This Exercise Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. Compliance with Employee Invention Assignment and Stock Agreement. Purchaser acknowledges and agrees that any breach by Purchaser of the Employee Invention Assignment and Confidentiality between Purchaser and the Company or any predecessor-in-interest, including, but not limited to Presidio Media Inc. IN WITNESS WHEREOFthe Company has caused this Exercise Agreement to be executed in triplicate by its duly authorized representative and Purchaser has executed this Exercise Agreement in triplicate as of the Effective Date, indicated above. Stock Power and Assignment. Separate from Stock Certificate. Please do not fill in any blanks other than the signature line. In consideration of exercise Company granting my spouse the right to purchase the Shares as set forth in the Agreement, the undersigned hereby agrees to be irrevocably bound by the Agreement and further agrees that any community property interest I may have in the Shares shall similarly be bound by the Agreement. The undersigned hereby appoints Purchaser as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. In accordance with the terms of the Acquisition Agreement, Transferor desires to transfer a portion of such shares to Transferee as a gift and for no additional consideration, as indicated below. Now, therefore, the parties hereby agree as follows. The Company hereby consents to such transfer, it being expressly understood that such rights shall continue to be applicable to other proposed transfers of the Shares hereafter. Transferor hereby instructs the Company to: Transferee represents and warrants to Transferor and the Company as follows. Transferee has no present intention of selling or otherwise disposing of all or any portion of the Shares and, upon transfer of the Shares to Transferee, no one other than Transferee will have any beneficial ownership of any of the Shares. Transferee understands that Transferee may not transfer any Shares unless such Shares are registered under the Act or qualified under other applicable securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Transferee understands that only the Company may file a registration statement with the SEC or other applicable securities laws and the Company is under no obligation to do so with respect to the Shares. Transferee has also been advised that exemptions from registration and qualification may not be available or may not permit Transferee to transfer all or any of the Shares in the amounts or at the times proposed by Transferee. Securities Act ofas amended. Transferor represents and warrants to the Company and Transferee as follows. Transferor is transferring the Shares not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Act. No cash, property or other consideration will be paid or given for the Shares by Transferee to Transferor or to the Company. All consents, approvals, authorizations and orders required for the execution and delivery of this Agreement and the transfer of the Shares under this Agreement have been obtained and are in full force and effect. Transferor has full legal right, power and authority to enter into and perform its obligations stock this Agreement and to transfer the Shares under this Agreement. Transferor, if other than a natural person, has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization as the type of entity that it purports to exercise. Transferee expressly agrees to comply with such sections of the Acquisition Agreement and that the Shares shall be subject to the transfer restrictions contained therein to the same extent the Shares would be if retained by Transferor. Transferee and the Company agree that Escrow Holder will not be liable to any party to this Agreement or to any other person or entity for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Section. Escrow Holder may rely upon any letter, notice or other document executed by loan signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement or the Acquisition Agreement. The Shares will be released from escrow upon termination of the restrictions upon transfer set forth in the Acquisition Agreement. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO DAYS AFTER THE EFFECTIVE DATE OF ANY PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to that body options laws pertaining to conflict of laws. All notices for delivery outside the United States will be sent by express courier. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. This Exercise may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification loan any obligation under this Agreement will be enforceable stock set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will exercise binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived. IN WITNESS WHEREOFthe Company has caused this Stock Transfer Agreement to be executed by its duly authorized representative and Transferor and Transferee have each executed this Agreement, as of the Effective Date. Please fill in the blanks above and sign this Stock Power. This Stock Power will be used to transfer the Shares from Transferor to Transferee. In consideration of the Company consenting to the transfer, and Transferor transferring the Shares to my spouse under the Agreement, I hereby agree to be irrevocably bound by all the terms and conditions of the Agreement and further agree that any community property interest I may loan in the Shares will be similarly bound by the Agreement. I hereby appoint Transferee as my attorney-in-fact, to act in my name, place and stead with respect to any amendment of stock Agreement. Separate From Stock Certificate. Exercise Price Per Share: Type of Stock Option: San Francisco, CA Total Number of Shares: Unless earlier terminated under Section 5. Type of Stock Option. Individual, as separate property. Husband and wife, as community property. Stock Power and Assignment Separate from Stock Certificate. Signature of Spouse [Sign Here]. Name of Spouse [Please Print].
This laboratory experiment presents the opportunity to study motion in two. dimensions, projectile motion, which can be described as accelerated motion in the vertical direction and uniform motion in the horizontal direction.
Accept that life is difficult, and then get busy learning as much as you can about the challenges you face.
For this reason, conflict is one of the main themes in the novel.