Graded vesting schedule stock options

STOCK OPTION AGREEMENT 3-Year Graded Vesting. In consideration of the foregoing, the parties have entered into this Stock Option Agreement this " Agreement " to govern the terms of the Option as defined below granted by the Company.

What You Need To Know About Vesting Stock - Wealthfront Knowledge

Defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires. The Participant shall not be entitled to any of the benefits under this Option unless and until the Participant accepts the Option grant through the electronic grant notification system maintained by or on behalf of the Company.

By accepting the Option grant, the Participant irrevocably agrees on behalf of the Participant and the Participant's successors and permitted assigns to all of the terms and conditions of the Option as set forth in or pursuant to the Notice of Grant, this Agreement, and the Plan as such may be amended from time to time.

After the Grant Date, to the extent not previously exercised and provided that the Participant has not experienced a Termination of Service, the Option shall become vested and exercisable on the anniversary of the Grant Date specified below with respect to a number of shares of Common Stock rounded to the nearest whole share equal to the percentage of the total number of shares subject to the Option in accordance with the following schedule:.

The Committee, in its sole discretion, may also permit the Participant to assign or transfer an Option, to the extent permitted under the Plan. As used herein, "disposition" means any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and whether during the Participant's lifetime or upon or after the Participant's death, including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy, or attachment.

The Participant shall not be deemed a shareholder of the Company with respect to any of the shares of Common Stock subject to the Option, except to the extent that such shares shall have been purchased and transferred to him or her. The Company shall not be required to issue or transfer any certificates for shares of Common Stock purchased upon exercise of the Option until all applicable requirements of law have been complied with and such shares shall have been duly listed on any securities exchange on which the Common Stock may then be listed.

The Option shall not affect the right of the Company or any Related Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.

Upon a Termination of Service for Cause, the portion, if any, of the Option that remains unexercised at the time the Participant is notified of such Termination of Service shall terminate and cease to be exercisable as of such time.

Upon a Termination of Service for any reason other than for Cause, at or after age 55 with ten years of service as an employee or with five years of service as a member of the Board of Directors, the Participant shall have the right, until the fifth anniversary of the date of such Termination of Service, to exercise only the portion of the Participant's Option that has become exercisable as of the date of such Termination of Service, and thereafter the Option shall terminate and cease to be exercisable.

Thereafter, the Option shall terminate and cease to be exercisable. It is the Participant's responsibility to be aware of the date the Option terminates. Any question concerning the interpretation of this Agreement or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise under the Plan or this Agreement shall be determined by the Committee including any person s to whom the Committee has delegated its authority in its sole and absolute discretion.

Such decision by the Committee shall be final and binding. Moreover, the Code provides that Option. To the maximum extent possible, the portion of an Option intended to qualify as an Incentive Stock Option that expires upon a Termination of Service shall be the portion if any that does not so qualify, so as to preserve incentive stock option treatment for the Option to the greatest extent possible.

Certain decisions, amendments and interpretations by the Committee of this Option may cause the Option to cease to qualify as an incentive stock option pursuant to the Code and by accepting this Option the Participant agrees in advance to such disqualifying action. The Participant is advised to consult with his or her own tax advisor on any questions related to the tax treatment of the Option.

If in connection with any such disposition the Company becomes liable for withholding taxes and has no amounts owing the Participant with which it may offset and discharge its withholding obligation, the Participant shall pay over to the Company with the amount needed to discharge the Company's withholding obligation and shall indemnify the Company against any penalties it may incur if it does not satisfy such obligations as a result of Participant failing to pay the Company the amount of such withholding obligation.

Nothing in this Paragraph shall give the Participant any right to dispose of shares of Common Stock in a manner that is inconsistent with any provision of this Agreement, the Plan, or any stock transfer restriction agreement entered into by the Participant.

The terms of the Notice of Grant and this Agreement are governed by the terms of the Plan, as it exists on the date of the grant and as the Plan is amended from time to time. In the event of any conflict between the provisions of the Notice of Grant or this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise.

The term "Section" generally refers to provisions within the Plan; provided, however, the term "Paragraph" shall refer to a provision of this Agreement. By entering into this Agreement and accepting the Option, Participant acknowledges that: The Company shall be under no obligation whatsoever to advise the Participant of the existence, maturity or termination of any of Participant's rights hereunder and Participant shall be responsible for familiarizing himself or herself with all matters contained herein and in the Plan which may affect any of Participant's rights or privileges hereunder.

Vesting Schedules - Graded vs. Cliff Vesting

Whenever any notice is required or permitted hereunder, such notice must be in writing and delivered in person or by mail to the address set forth below if notice is being delivered to the Company or electronically. Any notice delivered in person or by mail shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith.

Any notice given by the Company to the Participant directed to Participant at Participant's address on file with the Company shall be effective to bind the Participant and any other person who shall have acquired rights under this Agreement.

The Company or the Participant may change, by written notice to the other, the address previously specified for receiving notices. Notices delivered to the Company in person or by mail shall be addressed as follows:.

No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Option pursuant to the express provisions of this Agreement.

This Agreement, the Notice of Grant and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of the Plan.

The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and Participant and Participant's legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof. The sale of the shares underlying the Option must also comply with other applicable laws and regulations governing the sale of such shares.

As partial consideration for the granting of the Option, the Participant agrees that he or she will keep confidential all information and knowledge that the Participant has relating to the manner and amount of his or her participation in the Plan; provided, however, that such information may be disclosed as required by law and may be given in confidence to the Participant's spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan.

As an essential term of this Option, the Participant consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Agreement for the exclusive purpose of implementing, administering and managing Participant's participation in the Plan.

By entering into this Agreement and accepting the Option, Participant acknowledges that the Company holds certain personal information about the Participant, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification.

Participant acknowledges that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in jurisdictions that may have different data privacy laws and protections, and Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant or the Company may elect to deposit any shares of stock acquired upon exercise of the Option.

Participant acknowledges that Data may be held only as long as is necessary to implement, administer and manage Participant's participation in the Plan as determined by the Company, and that Participant may request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, provided however, that refusing or withdrawing Participant's consent may adversely affect Participant's ability to participate in the Plan.

The Company may, in its sole discretion, decide to deliver any documents related to any options granted under the Plan by electronic means or to request Participant's consent to participate in the Plan by electronic means.

Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout Participant's term of employment or service with the Company and thereafter until withdrawn in writing by Participant.

Except as may otherwise be provided in the Plan, the provisions of the Notice of Grant and this Agreement shall be governed by the laws of the state of Washington, without giving effect to principles of conflicts of law. STOCK OPTION AGREEMENT 1-Year Cliff Vesting Nonqualified Options.

Upon a Termination of Service for any reason other than for Cause, at or after age 55 with ten years of service as an employee or with five years of service as a member of the Board of Directors, the Participant shall have the right, until the fifth anniversary of the date of such Termination of Service, to exercise only the portion of the Participant's Option that has.

The Option is intended to be treated for tax purposes as a Nonqualified Stock Option and not to be subject to tax treatment as an Incentive Stock Option.

Graded Vesting

By entering into this Agreement and accepting the Option, Participant acknowledges that the Company holds certain personal information about the Participant, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification number, salary, tax rates and amounts, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding, for the purpose of implementing, administering and managing the Plan "Data".

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