Attached files
| file | filename |
|---|---|
| 8-K - SUNEDISON, INC. | v181843_8k.htm |
| EX-99.3 - SUNEDISON, INC. | v181843_ex99-3.htm |
| EX-99.1 - SUNEDISON, INC. | v181843_ex99-1.htm |
| EX-99.4 - SUNEDISON, INC. | v181843_ex99-4.htm |
| EX-99.7 - SUNEDISON, INC. | v181843_ex99-7.htm |
| EX-99.5 - SUNEDISON, INC. | v181843_ex99-5.htm |
| EX-99.6 - SUNEDISON, INC. | v181843_ex99-6.htm |
Exhibit
99.2
MEMC
ELECTRONIC MATERIALS, INC.
STOCK
OPTION GRANT AGREEMENT
(Time-Based
Vesting)
2010
Equity Incentive Plan
THIS AGREEMENT is effective (DATE)
between MEMC Electronic Materials, Inc. (the “Company”) and (NAME) (the
“Participant”).
WHEREAS, the Company has adopted and
maintains the MEMC Electronic Materials, Inc. 2010 Equity Incentive Plan (the
“Plan”) to promote the interests of the Company and its stockholders by
providing the directors, key employees and consultants of the Company and its
Subsidiaries with an appropriate incentive to encourage them to continue in the
service and employ of the Company or Subsidiary and to improve the growth and
profitability of the Company; and
WHEREAS, the Plan provides for the
grant to Participants in the Plan of Non-Qualified Stock Options to purchase
shares of Common Stock of the Company in consideration for their Employment with
the Company.
NOW, THEREFORE, in consideration of the
mutual covenants set forth in this Agreement, the parties hereto hereby agree as
follows:
1. Grant of
Options. Pursuant to, and
subject to, the terms and conditions set forth herein and in the Plan, the
Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the
“Option”) with respect to (NUMBER)
shares of Common Stock of the Company.
2. Grant
Date. This Option is
hereby granted as of (DATE)
(the “Grant Date”).
3. Incorporation of
Plan. All terms,
conditions and restrictions of the Plan are incorporated herein and made part
hereof as if stated herein. If there is any conflict between the
terms and conditions of the Plan and this Agreement, the terms and conditions of
the Plan, as interpreted by the Compensation Committee (the “Committee”), shall
govern. All capitalized terms used herein shall have the meaning
given to such terms in the Plan.
4. Retirement. For
purposes of this Agreement, Retirement shall mean retirement from active
employment with the Company and its Subsidiaries on or after the attainment of
age 65, or after attainment of age 55 and completion of 10 years of service with
the Company.
5. Exercise
Price. The exercise price of each share underlying the Option
hereby granted is $
(GRANT
PRICE).
6. Vesting
Date. The Option shall
become vested and exercisable as follows:
|
On
Anniversary of
Date of Grant
|
The Option will be exercisable for the
following percentage of the shares of Common Stock underlying the Option |
|||
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First
|
10 | % | ||
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Second
|
20 | % | ||
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Third
|
30 | % | ||
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Fourth
|
40 | % | ||
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TOTAL
|
100 | % | ||
Fractional shares shall be rounded down
to the nearest whole share.
Notwithstanding the foregoing, unless
the Committee determines otherwise at a later date, if within the two year
period following a Change in Control the Participant’s employment is terminated
by the Company or Subsidiary without Cause or by the Participant for Good
Reason, the entire Option held by such Participant shall become vested and
exercisable immediately as of the effective date of the termination of such
Participant’s employment. The entire Option held by such Participant
also shall become vested and exercisable immediately upon the death or Total
Disability of the Participant.
7. Expiration
Date. Subject to
the provisions of the Plan and paragraph 6 above, with respect to the Option or
any portion thereof which has not become exercisable, the Option shall expire on
the date the Participant’s employment is terminated for any reason, and with
respect to the Option or any portion thereof which has become exercisable, the
Option shall expire on the earlier of: (i) the commencement of business on the
date the Participant’s employment is terminated for Cause; (ii) 90 days after
the date the Participant’s employment is terminated for any reason other than
Cause, death, Total Disability or Retirement; (iii) one year after the date of
the Participant’s employment is terminated by reason of the Participant’s death;
(iv) one year after the date the Participant’s employment is terminated by
reason of Total Disability or Retirement, provided, however, that if during such
one year period following the termination of the Participant’s employment by
reason of Total Disability or Retirement the Participant dies, the Participant’s
legal representative or beneficiary may exercise the Participant’s Option(s), or
any portion thereof, which have become exercisable on the date of the
Participant’s employment is terminated for a period of one year from the date of
the Participant’s death; or (v) the 10th anniversary of the Grant
Date.
8. Delays or
Omissions. No delay or
omission to exercise any right, power or remedy accruing to any party hereto
upon any breach or default of any party under this Agreement, shall impair any
such right, power or remedy of such party nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of any breach or
default under this Agreement, or any waiver on the part of any party or any
provisions or conditions of this Agreement, shall be in writing and shall be
effective only to the extent specifically set forth in such
writing.
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9. Limitation on
Transfer. During the
lifetime of the Participant, the Option shall be exercisable only by the
Participant. The Option shall not be assignable or transferable other
than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, the Participant may
request authorization from the Committee to assign his rights with respect to
the Option granted herein to a trust or custodianship, the beneficiaries of
which may include only the Participant, the Participant’s spouse or the
Participant’s lineal descendants (by blood or adoption), and, if the Committee
grants such authorization, the Participant may assign his rights
accordingly. In the event of any such assignment, such trust or
custodianship shall be subject to all the restrictions, obligations, and
responsibilities as apply to the Participant under the Plan and this Agreement
and shall be entitled to all the rights of the Participant under the
Plan.
10. Integration. This Agreement,
and the other documents referred to herein or delivered pursuant hereto which
form a part hereof contain the entire understanding of the parties with respect
to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect to
the subject matter hereof other than those expressly set forth
herein. This Agreement, including without limitation the Plan,
supersedes all prior agreements and understandings between the parties with
respect to its subject matter.
11. Governing
Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware, without regard to the provisions governing conflict of
laws. The Participant may only exercise his rights in respect of the Plan to the
extent that it would be lawful to do so, and the Company would not, in
connection with the Grant, be in breach of the laws of any jurisdiction to which
the Participant may be subject to. The Participant shall be solely responsible
to seek advice as to the laws of any jurisdiction to which he may be subject to,
and a participation by him in the Plan shall be on the basis of a warranty by
the Participant that he may lawfully so participate without the Company being in
breach of the laws of any such jurisdiction.
12.
Participant
Acknowledgment. By accepting this
grant, the Participant acknowledges
receipt of a copy of the Plan, and acknowledges that all decisions,
determinations and interpretations of the Committee in respect of the Plan, this
Agreement and the Option shall be final and conclusive.
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MEMC
ELECTRONIC MATERIALS, INC.
|
||
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By:
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Tom
Stiffler (Interim)
|
|
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Title:
|
Senior
Vice President, Human
Resources
|
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