iFit Health & Fitness Inc
2021 Equity Incentive Plan
Stock Option Award Agreement
This Stock Option Award Agreement (this Agreement) is made by and between iFit Health & Fitness Inc, a Delaware corporation (the Company), and (the Participant), effective as of (the Date of Grant).
WHEREAS, the Company has adopted the iFit Health & Fitness 2021 Equity Incentive Plan (as the same may be amended and/or amended and restated from time to time, the Plan), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan; and
WHEREAS, the Committee has authorized and approved the grant to the Participant of Stock Options to purchase shares of Common Stock (Shares) on the terms and conditions set forth in the Plan and this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
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Grant of Stock Options. The Company has granted to the Participant, effective as of the Date of Grant, the right and option to purchase, on the terms and conditions set forth in the Plan and this Agreement, all or any part of an aggregate of Shares, subject to adjustment as set forth in the Plan (the Options). The Options are intended to be Nonqualified Stock Options.
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Exercise Price. The exercise price of each Option is $ per Share, subject to adjustment as set forth in the Plan (the Exercise Price).
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Vesting of Options. The Options shall be eligible to vest, if at all, on the basis of the time-vesting criteria set forth on Schedule A attached hereto
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Termination of Service. Any unvested Options will be forfeited immediately, automatically and without consideration upon a termination of the Participants Service for any reason. In the event the Participants Service is terminated for Cause, all vested Options will also be forfeited immediately, automatically and without consideration upon such termination for Cause. Without limiting the generality of the foregoing, the Options and the Shares (and any resulting proceeds) will continue to be subject to the Plan.
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Choice of Law; Jurisdiction. This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
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Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.
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Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Options subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.
[Signature page follows.]
IN WITNESS WHEREOF, the Company and the Participant have executed this Stock Option Award Agreement as of the dates set forth below.
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|Participant || || || ||iFit Health & Fitness Inc|
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|Date: || || || || || ||Date: || || |
Time-Based Options Vesting Schedule
[Unless earlier terminated or forfeited in accordance with the terms of this Agreement and the Plan, the Option will vest, if at all, in accordance with the provisions of this Schedule A:
The Option shall vest as to 25% on the first anniversary of the date of grant and in equal quarterly installments over the 36 months following the first anniversary. ]1
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With respect to the stock options granted to Steve Barr in connection with our offering (the IPO Grant), 25% of the options underlying the IPO grant are fully vested as of the date of grant, with the remaining 75% of the options underlying the IPO Grant vesting quarterly over the subsequent 36 months.