Director Stock Option Agreement

This Agreement may not be modified, modified or supplemented unless there is a written agreement signed by both the Company and the Option Holder. ESOs are taken for granted if the employee is authorized to exercise the options and purchase the company`s shares. Note that when you buy an option, in some cases, the stock may not be fully acquired despite exercising stock options, as the company may not want to take the risk that employees will make a quick profit (by exercising their options and selling their shares immediately) and then leave the company. Time Warner Inc. (the “Company”) has granted the Participant an option (the “Option”) to purchase common shares with a par value of $0.01 per share (the “Shares”) on the grant date specified in the announcement (as defined below). The option is not intended to be considered an “incentive stock option” under section 422 of the Code and will be treated as a non-legal stock option for all purposes. 1. GRANTING OF THE OPTION. The Company hereby grants the Participant the right and option to purchase the number of Shares set forth in the Notice of Terms and Conditions and subject to any restrictions set forth herein and in the plan incorporated herein by reference. “Notice” means (i) the notice of grant of a stock option attached to this Agreement when this Agreement is delivered to the Participant in “paper form” and (ii) the screen on the Stock Plan administration website entitled “Acquisition Schedule and Details”, which contains the details of the grant governed by this Agreement when this Agreement is delivered electronically to the Participant. 2.

EXERCISE PRICE. The exercise price of the shares covered by this option is consistent with the adjustment provided for in the announcement, subject to the adjustments provided for in the plan. 3. ACQUISITION AND EXERCISE. Subject to the terms and conditions set forth in this Agreement and the Plan, as long as the Member remains an employee, director or consultant of the Company or an Affiliate, this option may be exercised in four annual instalments equal to each of the first, second, third and fourth anniversaries of the grant date set out in the Notice, in four equal annual instalments. As a condition of exercising any option proven in this Agreement, the Participant agrees to hold, for a period of twelve (12) months from the date of this exercise, a number of shares issued in connection with this exercise and corresponding to 75% (rounded to the nearest whole share) of the ratio of (A) and (B). where (A) is the proceeds of (1) the number of shares exercised by the participant multiplied by the note that this does not take into account the fair value lost due to the anticipated exercise, which could be quite significant with five years remaining until expiration. After selling your holdings, you also no longer have the potential to benefit from an upward movement in the stock.

While it is rarely wise to exercise listed options early, the non-negotiable nature and other restrictions of ESOs may require their early exercise in the following situations: For all options listed on the U.S. exchange, the last trading day is the third Friday of the calendar month of the options contract. If the third Friday falls on a public holiday, the expiry date is postponed by one day to that Thursday. At the close of trading on the third Friday, the options associated with that month`s contract terminate trading and are automatically exercised if they are greater than $0.01 (1 cent) or more in silver. Thus, if you have a call option contract and at the time of market expiration the underlying stock was one cent or more higher than the strike price, you would hold 100 shares through the auto-exercise feature. Similarly, if you had a put option and at the time the market price of the underlying stock expired was one cent or more lower than the strike price, you would shorten 100 shares through the auto-exercise feature. Note that despite the term “automatic exercise”, you still have control over the final result by giving your broker alternative instructions that take precedence over automatic exercise procedures or by closing the position before expiration. With ESOs, the exact details of their expiration date can vary from company to company. As there is no automatic exercise function in ESOs, you will need to inform your employer if you wish to exercise your options. In some ESO agreements, a company may offer a charging option.

A charging option is a good option that you can take advantage of. With a charging option, an employee can be granted more ESOs if they currently have available ESOs. This loss of time must be taken into account when calculating your possible return. Suppose the stock reaches $110 by the time it expires in 10 years, giving you an ESO spread — similar to intrinsic value — of $60 per share, or $60,000 in total. However, this should be offset by the loss of fair value of $35,000 by holding the ESOs until they expire, leaving a net profit before tax of only $25,000. Unfortunately, this waste of time is not tax deductible, meaning that the standard income tax rate (assumed at 40%) would be applied to $60,000 (rather than $25,000). If you withdraw $24,000 for the compensation tax paid to your employer in the fiscal year, you will have $36,000 in after-tax income, but if you deduct the $35,000 in fair value, you will only have $1,000 left in hand. The main conclusion of this section is that just because your ESOs don`t have intrinsic value doesn`t mean they naively assume they`re worthless. Due to their long expiration time compared to the listed options, ESOs have a significant time value that should not be wasted by early training. Option prices can vary greatly depending on the assumptions made in the input variables. For example, your employer may make certain assumptions about the expected duration of employment and the estimated holding period prior to training, which could shorten the expiry period. The options listed, on the other hand, specify the expiration time and cannot be changed arbitrarily.

Volatility assumptions can also have a significant impact on option prices. If your business assumes lower than normal volatility, your ESOs would be valued at a lower level. It may be a good idea to get multiple estimates from other models to compare them to the valuation of your ESOs in your company. If you have received an option grant, you should carefully review your company`s stock option plan and option agreement to determine the rights and restrictions available to employees. The stock option plan is drafted by the Company`s Board of Directors and includes details of the beneficiary`s rights. The option agreement contains the most important details of your option grant, such as .B. the acquisition schedule, how the ESOs become acquired, the shares represented by the grant and the exercise price. If you are a key employee or executive, it may be possible to negotiate certain aspects of the option agreement, such as. B as an acquisition schedule where shares are acquired more quickly or a lower strike price. It may also be helpful to discuss the option agreement with your financial planner or asset manager before signing on the dotted line. As many employees noted after the dot-com bankruptcy of the 1990s, when many tech companies went bankrupt, counterparty risk is a legitimate issue that is almost never taken into account by those who receive ESOs. For options listed in the United States, Options Clearing Corporation acts as a clearing house for option contracts and guarantees their execution.

Thus, there is no risk that the counterparty to your options trading will not be able to meet the obligations imposed by the options contract. .