SettlementAgreement转让协议完整篇.doc

1、Settlement Agreement转让协议完整篇Settlement Agreement 转让协议 -THIS AGREEMENT dated as of the (M,D,Y), between AAA Corporation, a (PLACENAME) corporation (the pany ), and (NAME) and (NAME) (the (NAME) ).?WITNESETH ?WHEREAS, pursuant to the terms of the Settlement Agreement with the (NAME) dated (M,D,Y) (the

2、Settlement Agreement ), the pany has granted to the (NAME) effective as of the date hereof (the Option Date ) a stock option to purchase authorized but unissued or treasury shares of mon Stock of the pany (the mon Stock ), upon the terms and subject to the conditions set forth herein.? ?NOW, THEREFO

3、RE, in consideration of the eecution of the Settlement Agreement, the mutual promises and covenants made herein and therein and the mutual benefits derived, the parties agree as follows: ?1.DEFINED TERMS.Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned t

4、o such terms in the Settlement Agreement.The term Shares , as used herein, refers to shares of the mon Stock and of any stock or any other securities or property into whh the Shares may hereafter be changed.?2.GRANT OF OPTION; EERCISE PRE; VESTING LIMITS.?(a) This Agreement evidences the panyrs;s gr

5、ant to the (NAME) of the right and option to purchase, subject to the terms and conditions set forth herein, all or any part of an aggregate of shares of the mon Stock (the Option ) at a pre per share of $,(as from time to time adjusted hereunder, the Eercise Pre ), representing a pre equal to 85 of

6、 the fair market value of the mon Stock on the date hereof.?(b) The Option shall vest and may be eercised as follows: Shares (subject to adjustment pursuant to Section 7 of this Agreement) on the date of this Agreement, and 6700 Shares (subject to adjustment pursuant to Section 7 of this Agreement)

7、on each of the successive seventeen monthly anniversaries of the date of this Agreement thereafter.? ?(c) Once eercisable, the Option may be eercised, from time to time, in whole or in part, prior to the close of business on (M,D,Y), subject to earlier termination under Section 7 below, and subject

8、to reduction or termination pursuant to Section 2(d) below (the earliest of such dates, the Epiration Date ).The Eercise Pre and the number of Shares purchasable upon eercise of the Option shall be subject to adjustment as provided in Section 7.?(d) Options with respect to any Shares not eercised by

9、 the (NAME) prior to the Epiration Date automatally epire on such Epiration Date.If, at any time prior to the Epiration Date, the (NAME) have realized total profits of $,from the eercise of Options as calculated in accordance with Paragraph II.A.(3) of the Settlement Agreement, then the Option (or s

10、uch portion of the Option whh, if eercised, would increase the (NAME)rs; profit under such calculation to an amount in ecess of $,) shall thereupon cease vesting, and any uneercised Options previously issued to the (NAME) will automatally bee null and void.?(e) Ecept as provided in Section 2(d) abov

11、e, the (NAME) may at any time eercise all or any part of the Options that have vested, but they need not eercise all or any part of the Options at any time, and their right to eercise the Options will accumulate as the Options vest in accordance with this Agreement.?(f) The (NAME) will be entitled t

12、o restration rights with respect to the Shares in accordance with the terms set forth in the Settlement Agreement.?3.EERCISABILITY OF OPTION.Upon payment in cash, bank cashierrs;s check or by wire transfer of the Eercise Pre, the pany shall cause to be delivered to the (NAME) one or more certifates

13、for the Shares so purchased.The certifate shall be deemed to have been issued as of the date of the surrender of the Option as to such number of Shares for whh the Eercise Pre has been paid.If less than all of the Option is eercised, the (NAME) or the pany may request an echange of this Agreement fo

14、r a new option agreement in substantially the same form in respect of the remaining number of Shares subject to the Option.No fewer than 1000 Shares may be purchased at any one time, unless the number purchased is the total number at the time remaining for purchase under the Option.No adjustment sha

15、ll be made for any cash dividends declared or paid on Shares issuable on the eercise of the Option.? ?4.METHOD OF EERCISE OF OPTION.The Option may be eercised only by the delivery to the pany of a written eecuted note substantially in the form of EHIBIT I hereto stating the number of Shares as to wh

16、h it is being eercised and acpanied by payment in full in cash, bank cashierrs;s check or by wire transfer, of an amount equal to the Eercise Pre per Share multiplied by the number of Shares to be purchased, plus an amount suffient to pay all withholding or other taes or charges associated with such

17、 eercise.?5.PLIANCE WITH LAWS.?(a) SECURITIES LAWS.The issuance and delivery of the Shares are subject to pliance with all lable federal and state securities laws, and to such rovals by any listing, regulatory or governmental authority as may be necessary in connection therewith.Any securities deliv

18、ered under this Agreement shall be subject to such restrtions, and the person acquiring such securities shall, if requested by the pany, provide such assurances and representations to the pany as the pany may reasonably deem necessary or advisable to assure pliance with such legal requirements.Optio

19、nee acknowledges that it is acquiring the Option and if lable any of the Shares for investment purposes and not with a view to or for sale in connection with the distribution thereof.Neither the Option nor the Shares have been restered under the 1933 Act or any state securities laws.Prior to their r

20、estration, the Shares will be considered restrted securities under Rule 144 under the 1933 Act and neither the Shares nor any interest therein may be sold or otherwise disposed of without such restration or an opinion of counsel to the pany that an eemption from lable restration requirements is avai

21、lable.Any permitted transferee shall be subject to similar restrtions.?(b) TA WITHHOLDING.Upon eercise of the Option, the (NAME) shall pay to the pany any taes on ine or gain or other charges whh the (NAME) may be required to pay or the pany may be required to withhold with respect to such event.?(c

22、) PAYMENT OF TAES.The pany shall pay all documentary st taes, if any, attributable to this Agreement or the issuance of any of the Shares or other securities upon the eercise of the Option, PROVIDED, HOWEVER, that the pany shall not be required to permit (or to pay any ta or taes whh may be payable

23、in respect of) any transfer involved in the issue of any certifate for Shares in a name other than that of the (NAME).?(d) RESERVATION OF SHARES.The pany will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Shares or its autho

24、rized and issued Shares held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Shares upon eercise of the Option, the full number of Shares deliverable upon eercise of the Option.?6.NON-TRANSFERABILITY OF OPTION.The Option and any other rights of the (NAME) under thi

25、s Agreement are eercisable only by the (NAME), are nontransferable and shall not be subject in any manner to antipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge (other than to the pany), ecept by operation of law or by will or the laws of descent and distribution.The pa

26、ny may disregard any attempt at transfer, assignment or other alienation prohibited hereby.?7.ADJUSTMENT OF EERCISE PRE, NUMBER OF SHARES PURCHASABLE.The Eercise Pre and the number of Shares purchasable upon the eercise of the Option are subject to adjustment by action both of the Board of Directors

27、 of the pany from time to time as provided in this Section 7.? ?(a) ADJUSTMENT EVENTS.If there shall occur any stock split, dividend payable in stock, reverse stock split, merger or other reorganization, or echange of Shares or other securities of the pany, or there shall occur any other fundamental

28、 change or event in respect of the Shares or a sale of substantially all the assets of the pany as an entirety, then the Board of Directors shall ?(i) equitably and proportionately adjust (i) the number and type of Shares (or other securities or property) subject to the then outstanding Option, (ii)

29、 the eercise pre of the Option, and (iii) the securities and/or property deliverable upon eercise of the Option; or ?(ii) in the case of a merger or other reorganization that the pany does not survive, or a sale of substantially all of the assets of the pany as an entirety, provide for the substitut

30、ion or echange of the Option (or the Shares deliverable on eercise of the Option) for a right to acquire the consideration payable to holders of other Shares of the pany upon or in respect of such event subject to the continuing limitations on vesting and eercise in Section 2.If, in the case of any

31、such event, the stock or other securities or property receivable on mon shares by shareholders of the pany includes shares of stock or other securities or property of or from an entity other than a successor legally bound hereby, such other entity shall eecute and deliver for the benefit of the (NAM

32、E) an agreement to be bound hereby, together with such additional provisions to protect the interests of the (NAME) as the Board of Directors shall reasonably consider necessary by reason of the foregoing.?In the event of a merger or other reorganization that the pany does not survive, or a sale of

33、substantially all of the assets of the pany as an entirety, the Board of Directors may in its discretion determine that each Option shall bee immediately eercisable, and Shares shall immediately vest free of restrtions.Any acceleration of Awards shall ply with lable legal requirements.If any Option

34、or other right to acquire Shares under this Agreement has been so accelerated, but the (NAME) fail to eercise such Option prior to the consummation of such reorganization or sale, such Option or right shall thereupon terminate.? ?The provisions of this Section 7 shall bind the (NAME) to all adjustme

35、nts or substitutions made by the Board of Directors in good faith in accordance with the terms hereof and shall ly to any successive recapitalization, reorganization or other referenced events.?(b) NO SHAREHOLDER RIGHTS.Nothing contained in this Agreement shall be construed as conferring upon the (N

36、AME) (i) any right to vote or receive dividends or rights or to be deemed for any purpose the holder of Shares or of any other securities of the pany whh may at any time be issuable on the eercise of the Option, (ii) any other rights of a shareholder of the pany, (iii) any right to vote upon any mat

37、ter submitted to shareholders at any meeting thereof, (iv) any authority to ve or withhold consent to any corporate action, or (v) to receive note of meetings, until the Option shall have been duly eercised as provided herein.?(c) EFFECTIVE DATE.Ecept as provided herein, adjustments under Section 7(

38、a) shall bee effective immediately after the record date for the determination of shareholders entitled to receive the lable rights contemplated thereby.Nevertheless, the pany may elect to defer the effectiveness of such adjustment (but in no event to a date later than the effective time of the even

39、t ving rise to such adjustment), in whh case the pany shall, with respect to any Option eercised after such record date and before such adjustment shall have bee effective (i) defer issuing the number of Shares or other securities or deliverable upon such eercise in ecess of the number of Shares or

40、other securities or property of the pany issuable thereupon prior to adjustment, and (ii) not later than five business days after such adjustment shall have bee effective issue to such holder the additional Shares or other securities or property issuable on such eercise.?(d) DE MINIMIS ECEPTION.No a

41、djustment in the Eercise Pre shall be required unless such adjustment would require an increase or decrease of at least 1 of the Eercise Pre per Share; PROVIDED, that any adjustments whh by reason of this Section 7(d) are not required to be made shall be carried forward and taken into account in any

42、 subsequent adjustment.All calculations under this Section 7 shall be made to the nearer cent or to the nearer one-hundredth of a Share, as the case may be.The pany shall not be required to issue any fractional share, but any fractional share interest shall be paid in cash equal to the fair market v

43、alue of the lable percentage of a share in lieu thereof or, at the panyrs;s election, paid in a fractional or whole Share.?(e) FORM.Irrespective of any adjustments in the eercise pre or the number or kind of shares that may be acquired upon the eercise of the Option, this Agreement may continue to e

44、press the same Eercise Pre per share and number and kind of Shares as are orinally set forth in this Agreement.?8.NO RESTRTIONS ON CORPORATE AUTHORITY; TERMINATION OF OPTION ON LIQUIDATION OF THE PANY.The provisions of this Agreement shall not be deemed to restrt in any way any rights of the shareho

45、lder(s) or the Board, acting in good faith, during the term of this Agreement to dissolve, reorganize or take any other action or make any other change (fundamental or otherwise) affecting the structure, eistence, organization, operations or business of the pany or any of its subsidiaries.This Optio

46、n and all rights hereunder shall terminate if the Option is not eercisable or eercised prior to a dissolution of the pany.All decisions, including adjustments, by the Board or the Board of Directors made in good faith under this Agreement shall be binding and conclusive on the (NAME).?9.NOTES.Any no

47、te to be ven under the terms of this Agreement shall be in writing and addressed to the pany at its principal offes located at 12 South Raymond Avenue, Pasadena, (PLACENAME) 91105 to the attention of the Chief Financial Offer and Corporate Secretary, and to the (NAME) at the address ven beneath thei

48、r signatures hereto, or to such other address as either party may hereafter designate in writing delivered to the other party epressly for such purposes.?10.AMENDMENTS.This Agreement may be amended only by a writing signed by the pany and the (NAME).? ?11.SUCCESSORS; BENEFIT.All the covenants and pr

49、ovisions of this Agreement by or for the benefit of the pany or the (NAME) shall bind and inure to the benefit of their respective successors and permitted assigns hereunder.Nothing in this Agreement shall be construed to ve to any person or corporation other than the pany and the (NAME) any legal o

50、r equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and eclusive benefit of the pany, the (NAME) and any such permitted assigns or successors.?12.TERMINATION.This Agreement shall terminate at the close of business on the Epiration Date.Notwithstanding th

51、e foregoing, this Agreement will terminate upon the eercise of the Option in accordance with these terms, in its entirety.?13.GOVERNING LAW.THIS AGREEMENT AND THE OPTION SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF (PLACENAME) AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CON

52、STRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE LABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE, SUBJECT TO THE GENERAL CORPORATION LAW OF THE STATE OF INCORPORATION OF THE PANY AS TO MATTERS GOVERNED THEREBY AS A MATTER OF CORPORATION LAW.?14.COUNTERPARTS.This Agreement may

53、be eecuted in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an orinal, and all such counterparts shall together constitute but one and the same instrument.?15.HEADINGS.The headings used in this Agreement are inserted for convenience only and neither

54、constitute a portion of this Agreement nor in any manner affect the construction of the provisions of this Agreement.?16.EFFECTIVE DATE.This Agreement and the Option evidenced hereby shall be granted as of the Effective Date and subject to the effectiveness of the Settlement Agreement.?17.NONQUALIFI

55、ED STOCK OPTION.The Option are not, and are not intended as, incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.?IN WITNESS WHEREOF, the pany has caused this Agreement to be eecuted on its behalf by a duly authorized offer and the (NAME) have d

56、uly eecuted this Agreement.?Settlement Agreement 转让协议 -SETTLEMENT AGREEMENT ?This SETTLEMENT AGREEMENT ( Agreement ) is made as of (M,D,Y), (the Effective Date ) by and between AAA Corporation, including its subsidiaries and affiliates ( AAA ) and BBB Corporation, a (PLACENAME) corporation ( BBB Cor

57、poration ) (individually, each a Party and collectively, the Parties ).? ?WHEREAS, BBB incurred certain costs on behalf of AAA and believes that AAA otherwise owes to BBB an aggregate of roimately Dollars ($,) (the Liability? ?WHEREAS, BBB has demanded that AAA pay the Liability;? ?WHEREAS, AAA has

58、disputed, in whole or part, its obligation to pay BBB in connection with the Liability; and? ?WHEREAS, the Parties desire to reach a mutually satisfactory and legally binding settlement agreement with respect to the Liability.? ?NOW, THEREFORE, in consideration of the mutual covenants and agreements

59、 contained herein and intending to be legally bound hereby, it is understood and agreed as follows: ?1.Settlement Payment.Subject to the terms and conditions of this Agreement, AAA shall pay BBB Dollars ($,) (the Settlement Amount ) over a two (2) year period in equal monthly payments, mencing as of (M,Y) and terminating (M,Y) (i.e., 24 monthly payments of $,) (the Repayment Period ) in full satisfaction of any and all obligations AAA