Section 409a Compliance Clause Example with 4 Variations from Business Contracts
This page contains Section 409a Compliance clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Section 409a Compliance. Notwithstanding any provision in the Plan or this Agreement to the contrary, the Plan Administrator may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Plan Administrator makes no representations that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from a...pplying to the Option. EX-10.5 6 ex10-5.htm FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2014 EQUITY INCENTIVE PLAN ex10-5.htm Exhibit 10.5 HIPCRICKET, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Hipcricket, Inc. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock under the Company's 2014 Equity Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice") and in the Stock Option Agreement and in the Plan, which are attached to and incorporated into this Grant Notice in their entirety. Capitalized terms not defined in this Grant Notice but defined in the Plan have the same definitions as in the Plan. Participant: Grant Date: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (per Share): Option Expiration Date: Type of Option: Vesting and Exercisability Schedule (subject to continued employment or service): Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. HIPCRICKET, INC. PARTICIPANT By: Its: Signature Date: Address: Attachments: 1. Stock Option Agreement -1- HIPCRICKET, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this Stock Option Agreement (this "Agreement"), Hipcricket, Inc. (the "Company") has granted you an Option under its 2014 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate.View More
Variations of a "Section 409a Compliance" Clause from Business Contracts
Section 409a Compliance. Notwithstanding any provision in the Plan or this Agreement to the contrary, the Plan Administrator Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Plan Administrator Committee makes no representations that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409...A of the Code from applying to the Option. EX-10.5 6 ex10-5.htm FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2014 EQUITY INCENTIVE PLAN ex10-5.htm Exhibit 10.5 HIPCRICKET, 5 EX-10.4 5 ex10_4.htm BUBBLR, INC. 2014 EQUITY 2022 INCENTIVE PLAN STOCK OPTION GRANT NOTICE Hipcricket, Bubblr, Inc. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock Stock, $0.01 par value ("Shares") under the Company's 2014 Equity 2022 Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice") and Notice"), in the Stock Option Agreement Agreement, and in the Plan, which are attached to and incorporated into this Grant Notice in their entirety. Capitalized terms not defined in this Grant Notice but defined in the Plan have the same definitions as in the Plan. Participant: Timothy Burks Hire Date: April 1, 2023 Grant Date: April 1, 2023 Vesting Commencement Date: 40% vesting after 90 days of service and 60% monthly over two years Number of Shares Subject to Option: 4,800,000 Exercise Price (per Share): Option Unit): $0.17 Options Expiration Date: Ten years from grant (subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement) Type of Option: Vesting and Exercisability Schedule (subject to continued employment or service): þ Incentive Stock Option* o Nonqualified Stock Option Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement Agreement, and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Stock Option Agreement Agreement, and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. HIPCRICKET, BUBBLR, INC. PARTICIPANT /s/ Timothy Burks By: /s/ Stephen Morris Signature Name: Stephen Morris Timothy Burks Its: Signature CTO Date: Address: Attachments: 1. April 3, 2023 * See Sections 3 and 4 of the Stock Option Agreement -1- HIPCRICKET, BUBBLR, INC. 2014 EQUITY 2022 INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this Stock Option Agreement (this "Agreement"), Hipcricket, Bubblr, Inc. (the "Company") has granted you an Option under its 2014 Equity 2022 Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More
Section 409a Compliance. Notwithstanding any provision in the Plan or this Agreement to the contrary, the Plan Administrator Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Plan Administrator Committee makes no representations that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409...A of the Code from applying to the Option. EX-10.5 6 ex10-5.htm FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2014 EQUITY INCENTIVE PLAN ex10-5.htm Exhibit 10.5 HIPCRICKET, EX-10.6 7 ex10_6.htm BUBBLR, INC. 2014 EQUITY 2022 INCENTIVE PLAN STOCK OPTION GRANT NOTICE Hipcricket, Bubblr, Inc. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock Stock, $0.01 par value ("Shares") under the Company's 2014 Equity 2022 Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice") and Notice"), in the Stock Option Agreement Agreement, and in the Plan, which are attached to and incorporated into this Grant Notice in their entirety. Capitalized terms not defined in this Grant Notice but defined in the Plan have the same definitions as in the Plan. Participant: David Chetwood Hire Date: February 10, 2023 Grant Date: April 1, 2023 Vesting Commencement Date: 40% vesting after 90 days of service and 60% monthly over two years Number of Shares Subject to Option: 3,360,000 Exercise Price (per Share): Option Unit): $0.17 Options Expiration Date: Ten years from grant (subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement) Type of Option: Vesting and Exercisability Schedule (subject to continued employment or service): þ Incentive Stock Option* o Nonqualified Stock Option Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement Agreement, and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Stock Option Agreement Agreement, and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. HIPCRICKET, BUBBLR, INC. PARTICIPANT /s/ David Chetwood By: /s/ Timothy Burks Signature Name: Timothy Burks Its: Signature CEO Date: Address: Attachments: 1. April 3, 2023 * See Sections 3 and 4 of the Stock Option Agreement -1- HIPCRICKET, BUBBLR, INC. 2014 EQUITY 2022 INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this Stock Option Agreement (this "Agreement"), Hipcricket, Bubblr, Inc. (the "Company") has granted you an Option under its 2014 Equity 2022 Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More
Section 409a Compliance. Notwithstanding any provision in the Plan or this Agreement to the contrary, the Plan Administrator Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Plan Administrator Committee makes no representations that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409...A of the Code from applying to the Option. EX-10.5 6 ex10-5.htm FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2014 EQUITY INCENTIVE PLAN ex10-5.htm Exhibit 10.5 HIPCRICKET, 5 EX-10.2 3 ex10_2.htm BUBBLR, INC. 2014 EQUITY 2022 INCENTIVE PLAN STOCK OPTION GRANT NOTICE Hipcricket, Bubblr, Inc. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock Stock, $0.01 par value ("Shares") under the Company's 2014 Equity 2022 Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice") and Notice"), in the Stock Option Agreement Agreement, and in the Plan, which are attached to and incorporated into this Grant Notice in their entirety. Capitalized terms not defined in this Grant Notice but defined in the Plan have the same definitions as in the Plan. Participant: Stephen Morris Hire Date: August 1, 2018 Grant Date: April 1, 2023 Vesting Commencement Date: Fully Vested Number of Shares Subject to Option: 3,360,000 Exercise Price (per Share): Option Unit): $0.187 Options Expiration Date: Ten years from grant (subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement) Type of Option: Vesting and Exercisability Schedule (subject to continued employment or service): þ Incentive Stock Option* o Nonqualified Stock Option Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement Agreement, and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Stock Option Agreement Agreement, and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. HIPCRICKET, BUBBLR, INC. PARTICIPANT /s/ Stephen Morris By: /s/ Timothy Burks Signature Name: Timothy Burks Stephen Morris Its: Signature CEO Date: Address: Attachments: 1. April 3, 2023 * See Sections 3 and 4 of the Stock Option Agreement -1- HIPCRICKET, BUBBLR, INC. 2014 EQUITY 2022 INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this Stock Option Agreement (this "Agreement"), Hipcricket, Bubblr, Inc. (the "Company") has granted you an Option under its 2014 Equity 2022 Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More
Section 409a Compliance. Notwithstanding any provision in of the Plan Plan, the Grant Notice or this Agreement to the contrary, the Plan Administrator Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided, however, that the Plan Administrator Company makes no representations that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking... to preclude Section 409A of the Code from applying to the Option. EX-10.5 6 ex10-5.htm FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2014 EQUITY INCENTIVE PLAN ex10-5.htm Exhibit 10.5 HIPCRICKET, INC. 2014 EX-10.6 2 d12951dex106.htm EX-10.6 EX-10.6 EXHIBIT 10.6 INFOSONICS CORPORATION 2015 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Hipcricket, Inc. InfoSonics Corporation (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock under the Company's 2014 Equity Incentive Plan (the "Plan"). Stock. The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice") and in the Stock Option Agreement and in the Plan, Company's 2015 Equity Incentive Plan (the "Plan"), which are attached to and incorporated into this Grant Notice in their entirety. Capitalized terms not defined in this Grant Notice but defined in the Plan have the same definitions as in the Plan. Participant: Grant Date: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (per Share): $ Option Expiration Date: (subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement) Type of Option: Nonqualified Stock Option Vesting and Exercisability Schedule (subject to continued employment or service): Additional Terms/Acknowledgement: Schedule: Acknowledgement and Agreement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement and the Plan. You further acknowledge that that, as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan such documents set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. HIPCRICKET, INC. You also acknowledge receipt of the Plan Summary which describes the Plan. INFOSONICS CORPORATION PARTICIPANT By: Signature Its: Signature Date: Address: Attachments: 1. Vesting Schedule 2. Stock Option Agreement -1- HIPCRICKET, INC. 2014 3. 2015 Equity Incentive Plan 4. Plan Summary 5. Stock Option Exercise Notice Address: INFOSONICS CORPORATION 2015 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this Stock Option Agreement (this "Agreement"), Hipcricket, Inc. InfoSonics Corporation (the "Company") has granted you an Option under its 2014 2015 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement or the Grant Notice but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More
