U.S. Form of Notice of Stock Option Grant (2024 Equity Incentive Plan)
EX-10.12 7 expi-20250331xex10d12.htm EX-10.12
NOTICE OF STOCK OPTION GRANT
eXp World Holdings, Inc., a Delaware corporation (the “Company”) has granted to the participant set forth below (“Participant”, “you” and “your”) an option to purchase shares of Common Stock of the Company as set forth below (the “Option”) subject to the terms of: the following equity incentive plan (whichever is checked, and as amended from time-to-time, the “Plan”):
| | 2015 Equity Incentive Plan; |
X | | 2024 Equity Incentive Plan; or |
| | |
this Notice of Stock Option Grant (the “Notice”); and the Terms and Conditions attached hereto as Exhibit A, which are incorporated herein by reference thereto (together, the “Grant Agreement”). Unless otherwise defined in this Grant Agreement, including the additional terms and conditions for certain countries set forth in the country-specific appendix attached hereto and incorporated herein by reference thereto (the “Appendix”), any capitalized term used herein shall have the meaning ascribed to it in the Plan.
PARTICIPANT: | ###PARTICIPANT_NAME### |
HOME ADDRESS: | ###HOME_ADDRESS### |
GRANT NUMBER: | ###EMPLOYEE_GRANT_NUMBER### |
GRANT DATE: | ###GRANT_DATE### |
NUMBER OF SHARES: | ###TOTAL_AWARDS### |
TYPE OF OPTION: | ###DICTIONARY_AWARD_NAME### |
EXERCISE PRICE PER SHARE: | ###GRANT_PRICE### |
VESTING COMMENCEMENT DATE: | ###ALTERNATIVE_VEST_BASE_DATE### |
VESTING SCHEDULE: | ###VEST_SCHEDULE_NAME### |
EXPIRATION DATE: | ###EXPIRY_DATE### |
By accepting (whether electronically (including, without limitation, on the Morgan Stanley at Works platform) or otherwise) this grant of Option, Participant acknowledges and agrees to the following:
| 1. | The Option is governed by the terms and conditions of this Grant Agreement and the Plan. In the event of a conflict between the terms of the Plan and this Grant Agreement, the terms of the Plan will prevail. |
| 2. | Participant has received a copy of the Plan, this Grant Agreement, and the Plan prospectus (if required under Applicable Law), and represents that he or she has read these documents and |
| is familiar with their terms. Participant further agrees to accept as binding, conclusive, and final all decisions and interpretations of the Board regarding any questions relating to the Option and the Plan. |
| 3. | The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding participation in the Plan. Participant should consult with his or her own personal tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan. |
| 4. | Participant consents to electronic delivery and participation as set forth in the Plan and this Grant Agreement. |
If Participant does not accept or decline this Option within 30 days of the Date of Grant or by such other date that may be communicated Participant by the Company, the Company will accept the Option on Participant’s behalf and Participant will be deemed to have accepted the terms and conditions of the Option set forth in the Plan and this Grant Agreement. If Participant wishes to decline the Option, Participant should promptly notify Stock Plan Services at ***@***. If Participant declines the Option, the Option will be cancelled and no benefits from the Options nor any compensation or benefits in lieu of the Option will be provided to Participant.
EXHIBIT A
TERMS AND CONDITIONS
These TERMS AND CONDITIONS are a part of that certain Notice between the Company and the Participant set forth above. Company and Participant are each referred to individually herein as a “Party” and collectively as the “Parties”.
1.Grant of Option. Participant has been granted an Option to purchase up to the number of Shares set forth in the Notice at the Exercise Price set forth in the Notice. If designated in the Notice as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, even if this Option is intended to be an Incentive Stock Option, it will be treated as a Nonstatutory Stock Option to the extent that it exceeds the $100,000 limit contained in Section 422(d) of Code, as provided in the Plan.
2.Exercise of Option. This Option is exercisable during its term in accordance with the Vesting Schedule contained in the Notice and the applicable provisions of the Plan and the Grant Agreement. Participant may exercise the vested portion of this Option only by following the option exercise procedures established by the Plan Administrator and payment of the aggregate Exercise Price for the Shares to be purchased, together with any applicable taxes.
3.Method of Payment. Participant may always pay the Exercise Price by personal check (or readily available funds), wire transfer, cashier’s check, or “broker-assisted” or “same-day sale” (as described in Section 9(iv) of the Plan). The Plan Administrator may also allow any other method of payment permitted by the Plan in its discretion at the time of exercise, and any restrictions deemed necessary or appropriate to facilitate compliance with Applicable Law or administration of the Plan (including to avoid the recognition of additional compensation expenses for financial reporting purposes).
4.Option Term.
a.Maximum Term. This Option will in all events expire at the close of business at Company headquarters on the Expiration Date specified in
the Notice, unless it terminates earlier in connection with the Termination of Participant (as provided in the Plan) or a Change in Control (as provided in the Plan).
b.Post-Termination Exercise Period. If Participant is Terminated prior to the Expiration Date of this Option other than for Cause (as defined in the Plan), the unvested portion of this Option will automatically expire on Participant’s Termination Date, and the vested portion of this Option will remain outstanding and exercisable for the following periods, unless otherwise determined by the Board:
i.90 days following Termination for any reason other than for Cause, Disability or death;
ii.Six months following a termination due to Disability; and
iii.Twelve months following the date of Participant’s death, if Participant dies prior to Termination, or during the period provided in (i) above.
c.Termination for Cause. If Participant is terminated for Cause, this Option will terminate and be forfeited immediately upon such Participant’s Termination, and Participant will be prohibited from exercising any portion (including any vested portion) of this Option on or after the date of such Termination.
d.Determination of Termination Date. For purposes of this Option, Participant’s Termination Date will be as determined pursuant to the Plan.
e.No Notice of Option Expiration. Participant is responsible for keeping track of the Expiration Date and the post-termination exercise periods following Participant’s Termination for any reason. The Company is not obligated to provide further notice of such periods. In no event will this Option be exercised later than the Expiration Date set forth in the Notice.
5.Non-Transferability of Option. This Option may not be transferred in any manner other than by
will or by the laws of descent or distribution or court order and may be exercised during the lifetime of Participant only by Participant or unless otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Grant Agreement will be binding upon the executors, administrators, heirs, successors, and assigns of Participant.
6.Taxes.
a.Responsibility for Taxes. By accepting this Option, Participant acknowledges that, regardless of any action taken by the Company or, if different, any Parent, Subsidiary, or affiliate that employs Participant (the “Employer”), the ultimate liability for all taxes is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Option, including, but not limited to, the grant, vesting, or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Participant’s liability for taxes or achieve any particular tax result. Further, if Participant is subject to taxes in more than one jurisdiction, as applicable, Participant acknowledges that the Company and/or the Employer may be required to withhold or account for taxes in more than one jurisdiction. Participant agrees to pay to the Company or the Employer any amount of taxes that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means described in this Section. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with Participant’s obligations in connection with the taxes.
b.Withholding. Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all taxes. In this regard, Participant authorizes the Company or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all taxes by one or a combination of the following: (i) withholding from Participant’s wages or other compensation paid to Participant by the Company and/or the Employer or any Parent, Subsidiary, or affiliate; (ii) withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without further consent); (iii) withholding Shares to be issued upon exercise of this Option, provided the Company only withholds a number of Shares necessary to satisfy no more than the withholding amounts determined based on the maximum permitted statutory rate applicable in Participant’s jurisdiction; (iv) Participant’s payment of a cash amount (including by check representing readily available funds or a wire transfer); or (v) any other arrangement approved by the Board and permitted under Applicable Law. Withholding for taxes will be made in accordance with the Plan and such rules and procedures as may be established by the Board. In the event the Company or the Employer withholds more than the taxes using one of the methods described above, Participant may receive a refund of any over-withheld amount in cash but will have no entitlement to the Shares sold or withheld.
7.Jurisdictional Considerations. Depending upon the country to which laws Participant is subject, Participant may have certain foreign asset/account and/or tax reporting requirements that may affect Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents or sale proceeds arising from the sale of Shares) in a
brokerage or bank account outside Participant’s country of residence. Participant’s country may require that Participant report such accounts, assets or transactions to the applicable authorities in Participant’s country. Participant also may be required to repatriate cash received from participating in the Plan to Participant’s country within a certain period of time after receipt. Participant is responsible for knowledge of and compliance with any such regulations and should speak with his or her personal tax, legal and financial advisors regarding the same. Participant acknowledges that, depending on Participant’s or Participant’s broker’s country or where the Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse laws which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of Shares during such times Participant is considered to have “inside information” regarding the Company, as defined in the laws or regulations in the applicable jurisdictions.
8.Notice of Disqualifying Disposition of Incentive Stock Option Shares. If Participant is subject to taxes in the United States and sells or otherwise disposes of any of the Shares acquired pursuant to an Incentive Stock Option on or before the later of (a) two years after the grant date, or (b) one year after the exercise date, Participant will immediately notify the Company in writing of such disposition.
9.Nature of Grant. In accepting this Option, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of grants, even if grants have been made in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating in the Plan; (e) this Option and the Shares allocated to this Option are not intended to replace any pension rights or compensation and are
outside the scope of Participant’s employment contract or other contractual relationship with the Company, if any; (f) this Option and the Shares allocated to this Option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of- service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (g) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Grant Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (h) neither the Company nor any of its affiliates shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar or the selection by the Company or any one of its affiliates in its sole discretion of an applicable foreign exchange rate that may affect the value of this Grant (or the calculation of income or taxes thereunder) or of any amounts due to Participant pursuant to the settlement of this Option or the subsequent sale of the Shares allocated to this Option.
10.Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Grant Agreement and any other grant materials by and among the Company and its affiliates for the purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that the Company and its affiliates may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all grants, or any other entitlement to Shares awarded,
canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. Participant understands that Data will be transferred to such stock plan service provider as may be selected by the Company, presently or in the future, which may be assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant authorizes the Company, the stock plan service provider as may be selected by the Company, and any other possible recipients which may assist the Company, presently or in the future, with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, or instructs the Company to cease the processing of the Data, his or her service to the Company will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent or instructing the Company to cease processing, is that the Company would not be able to grant Participant Option, stock awards or any other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact Company’s stock team.
11.Governing Law; Severability. If one or more provisions of this Grant Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Grant Agreement, (ii) the balance of this Grant Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Grant Agreement shall be enforceable in accordance with its terms. This Grant Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
12.Appendix and Sub-Plans. Notwithstanding any provisions in this Grant Agreement, this Option shall be subject to any special terms and conditions set forth in any Appendix to this Grant Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Appendix (if any), the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix (if any) constitutes part of this Grant Agreement. Further, the Plan shall be deemed to include any special terms and conditions set forth in any applicable sub-plan for Participant’s country, and, if Participant relocates to a country for which the Company has established a sub-plan, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
13.Entire Agreement; Enforcement of Rights; Amendment. This Grant Agreement, together with the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, agreements, commitments, negotiations and arrangements between them. Except as contemplated by the Plan, no modification of or amendment to this Grant Agreement, nor any waiver of any rights under this Grant Agreement, shall be effective unless in writing
signed by the parties to this Grant Agreement to the extent it would materially impair the rights of Participant. The failure by either party to enforce any rights under this Grant Agreement shall not be construed as a waiver of any rights of such party. Notwithstanding anything to the contrary in the Plan or this Grant Agreement, the Company reserves the right to revise this Grant Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition or costs under Section 409A of the Code in connection with this Option. If Participant has received this Grant Agreement, the Plan or any other document related to this Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
14.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on this Option and on any Shares purchased upon exercise of this Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to accept any additional agreements or undertakings that may be necessary to accomplish the foregoing.
15.Notices. Any notice, demand or request required or permitted to be given under this Grant Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email or fax, or forty-eight (48) hours after being deposited in the U.S. mail or a comparable foreign mail service, as certified or registered mail with postage or shipping charges prepaid, addressed to the party to be notified at such party’s address as set forth in the Company’s books and records.
16.Counterparts. This Grant Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile, email or other electronic execution and delivery of this Grant Agreement (including but not limited to execution by
electronic signature or click-through electronic acceptance) shall constitute valid and binding execution and delivery for all purposes and shall be deemed to be, and have the effect of, an original signature.
17.Successors and Assigns. The rights and benefits of this Grant Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.
18.Consent to Electronic Delivery and Participation. By accepting this Option, Participant agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, and consents to the electronic delivery of the Grant Agreement, the Plan, account statements, Plan prospectuses (if any), and all other documents, communications, or information related to this Option and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. Participant further agrees to notify the Company upon any change in the residence address indicated herein.
