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CONSOLIDATED-TOMOKA LAND CO.

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

 

This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the "Agreement") is made as of the 1st day of August, 2011 (the "Grant Date") between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the "Company") and John P. Albright (the "Grantee").

 

Background Information

 

The Company has adopted the Consolidated-Tomoka Land Co. 2010 Equity Incentive Plan (the “Plan”) which is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”).  Section 5 of the Plan provides that the Committee shall have the discretion and right to grant Options, subject to the terms and conditions of the Plan and any additional terms provided by the Committee.  The Committee has granted an Option to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.  The Grantee desires to accept the grant of the Option and agrees to be bound by the terms and conditions of the Plan and this Agreement.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

 

Agreement

 

1.            Grant of Option .  Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee an option to purchase 50,000 Shares at an Option Price of $________ per Share (the "Option").  The extent to which the Grantee’s rights and interest in the Option becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.  The Option shall be a Nonqualified Stock Option.

 

2.            Vesting .  Except as may be otherwise provided in Section 3 of this Agreement, the vesting of the Grantee’s rights and interest in the Option shall be determined in accordance with this Section 2.  Prior to the first anniversary of the Grant Date, no portion of the Option shall be vested.  The Option shall vest according to the following schedule, provided that in all instances the Grantee is an Employee of the Company:

 

Date

Vested Percentage

 

1 st Anniversary of the Grant Date

 

33%

 

2 nd Anniversary of the Grant Date

 

66%

 

3 rd Anniversary of the Grant Date

 

100%

 

 

3.            Change in Control .  Unless previously forfeited, any unvested portion of the Option shall vest upon the occurrence of a Change in Control.

 

 

4.            Term of Option .  The Option shall be exercisable during its term only to the extent it has vested in accordance with Section 2 or Section 3 of this Agreement.  The term of the Option commences on the Grant Date and expires upon the earliest of the following:

 

(a)&n


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