Stock Option and Repurchase Agreement

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					                        STOCK OPTION AND REPURCHASE AGREEMENT

       This Stock Option and Repurchase Agreement (the "Agreement") is entered into as of the
____day of                  (the “Effective Date”), by and between David Wenner
("Optionee”) and                                                                      (the
“Company”).

                                          RECITALS:

        A. The Company and Optionee have entered into a Consulting Agreement of even date
herewith (the “Consulting Agreement”) under which Optionee will provide consulting services
to the Company;

       B. The Consulting Agreement provides that the compensation to Optionee will be in the
form of stock options; and

     C. The parties desire to provide for the purchase of shares of Common Stock of the
Company by Optionee, the grant of stock options to Optionee, and the repurchase of shares of
Common Stock of the Company from Optionee under certain circumstances;

         Now, therefore, in consideration of the mutual promises and covenants contained herein,
it is hereby agreed by and between the parties hereto as follows:

          Section 1. Purchase of Shares. Within 30 days of the Effective Date, Optionee shall
purchase, and the Company shall issue,               shares of Common Stock of the Company
(the “Purchased Shares”) for cash of $               . The Purchased Shares shall represent, after
giving effect to the issuance,        % of the issued and outstanding shares of the Company.
Optionee shall purchase the Purchased Shares by delivery of a cashier’s check or wire transfer of
the Purchase Price to the Company, and the Company shall issue a certificate representing the
Purchased Shares to Optionee, registered in such form or vesting as Optionee may reasonably
request. Optionee shall execute such investment letters as the Company may reasonably request,
and Optionee acknowledges that the certificate representing the Purchased Shares shall bear
customary restrictive legends, including a legend to the effect that the shares are “restricted
shares” under the Securities Act of 1933, and referring to the repurchase provisions of this
Agreement.

         Section 2.    Option; Number of Shares; Price. The Company hereby grants to
Optionee the right (the "Options") to purchase              shares of the Common Stock of the
Company (the "Option Shares") at a purchase price of $             per share (the "Option
Price"). The Option shall vest, and therefore become exercisable, on the dates set forth in the
following schedule (the “Vesting Dates”), provided that the Consulting Agreement is in effect on
such Vesting Dates:




L
               Anniversary of Effective Date (Vesting Date)     Shares Vested

                              1                                     33

                              2                                     17

                              3                                     11

                              4                                     11

                              5                                     11

                              6                                     3.6

                              7                                     3.6

                              8                                     3.6

                              9                                     3.6

                              10                                    3.6

              Except as otherwise provided herein, options that vest in accordance with the
foregoing schedule shall remain exercisable until the tenth anniversary of the Effective Date.

        Section 3. Termination of Option. This Agreement shall expire, and any Options
which have then vested shall no longer be exercisable, when the first of the following occurs:

               (a)    the tenth (10th) anniversary date of the date hereof;

               (b)    except as otherwise provided herein, the expiration of thirty (30) days
from the date of termination of this Agreement; or

                (c)    except as otherwise provided herein, the expiration of one (1) year from
the date of death of Optionee.

         Section 4. Exercise of Option. Options that become vested hereunder may be
exercised by Optionee (or, after Optionee's death, by the person designated in Section 5) only in
accordance with the following provisions.

                (a)    The Options may be exercised by Optionee, to the extent vested, upon
delivery of the following to the Company at its principal executive offices:

                      (i)  a written notice of exercise which identifies this Option and states
the number of shares of Common Stock of the Company then being purchased;

                      (ii)    a cashier’s check or cash in the amount of the purchase price;


                                                2
                      (iii)  a letter or agreement, if requested by the Company, in such form
and substance as the Company may require, setting forth and confirming the investment intent of
Optionee and such other agreements;

                         (iv) a check or cash, if requested by the Company either before or after
the Company's receipt of the notice of exercise, in the amount of any taxes (other than stock
issue or transfer taxes) which the Company is obligated to collect or withhold by reason of the
exercise of this Option.

                (b)     The Company's obligation to issue shares of Common Stock upon the
exercise of an Option is expressly conditioned upon the making of such representations,
agreements and related undertakings by Optionee (or his or her legal representative, heir or
legatee, as the case may be) in order to comply with the requirements of any exemption from any
securities law registration or other qualification of such shares which the Company shall deem
necessary or advisable or to confirm any agreements, undertakings or restrictions applicable to
Optionee with respect to the shares of Common Stock issuable upon the exercise of an Option as
provided herein. Such required representations and undertakings may include representations
and agreements that such Optionee (or his or her legal representative, heir or legatee): (i) is
purchasing such shares for investment and not with any present intention of selling or otherwise
disposing thereof; and (ii) agrees to have placed upon the face and/or reverse of any certificates
evidencing such shares a legend setting forth (A) any representations, agreements and
undertakings which such Optionee has given to the Company or are provided herein or a
reference thereto, including the repurchase provisions hereof, and (B) that, prior to effecting any
sale or other disposition of any such shares, and in addition to any additional requirements
applicable to any sale or disposition of such shares of Common Stock, Optionee must furnish to
the Company an opinion of counsel, satisfactory to the Company and its counsel, to the effect
that such sale or disposition will not violate the applicable requirements of state and federal laws
and regulatory agencies.

          Section 5.      Nontransferability of
				
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Description: Stock Option and Repurchase Agreement with consultant, allowing consultant to buy stock and receive stock options, with tag-along and drag-along rights, as well as repurchase rights
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