Option Incentive Agreement Part I
Party A: Changzhou Catering Co., Ltd. and its shareholders.
Party B:
In order to realize the common development of the company and its employees, Party A decided to implement stock option incentives for relevant personnel of Party B through the resolution of the company's shareholders' meeting, and both parties reached the following resolutions based on the principles of voluntariness, fairness, equality and mutual benefit, honesty and credibility:
I. Identification of options
Upon the resolution of the shareholders' meeting, the shareholders of Party A respectively transfer X% of the equity to establish equity options, and conditionally transfer (or conditionally give) them to relevant personnel of Party B at a price lower than the market price.
Second, the exercise conditions of options
During Party A's tenure, Party B must meet the following conditions before exercising the option:
(1) Party B has worked in Party A continuously for _ years;
(II) Party B's performance during Party A's service:
1. Innovation performance: adopting new technologies in marketing and management to achieve expected profits; Implement new technologies in marketing and management to achieve expected benefits; Open up new markets for marketing business and customer service, and achieve the expected results.
2. Growth performance indicators: annual profit target achievement rate (), punctuality rate of business completion () and responsibility cost reduction rate ().
3. Completion of annual business objectives: 20_ X years _ X sales.
20 13 _ _
Third, the correct method.
After Party B meets the above exercise conditions, it shall submit a written application to Party A, and the shareholders' meeting will assess all aspects of exercise conditions and indicators of Party B.. If qualified, the original shareholders will transfer the corresponding shares.
Four. Exercise price and payment
Within 30 days from the date of the resolution of the shareholders' meeting of Party A, Party A shall notify Party B in writing to exercise the option, and Party B shall transfer the equity (pay _ yuan) (or borrow _ million yuan from shareholders) within 30 days after receiving the written notice, sign the equity transfer agreement and formally become a shareholder. After the written notice of Party A, if Party B fails to pay the equity transfer fee or sign the equity transfer agreement, it shall be deemed as giving up the exercise right and losing the right to exercise the option.
Verb (abbreviation of verb) the exercise of stock options
Equity option is an incentive to the performance of Party B's specific personnel and is exercised independently. The equity option shall not be transferred, used for mortgage and repayment of debts, given to others or inherited as an inheritance, and Party B loses capacity or the death option naturally disappears.
6. Loss of option qualification
During the service period agreed by Party A, if Party B resigns, is dismissed, loses the ability to work or dies during the service period, and leaves the company or terminates the service, Party B will lose the company's stock option.
Seven. rights and duties
(I) Rights of Party B
1. Party B has the right to choose whether to accept the equity;
2. Party B has the right to participate in dividends according to the company's profitability from the date of signing the equity option transfer agreement.
The company's dividend is determined by the shareholders' meeting, and the general dividend amount does not exceed 50% of the company's current profit, and the dividend amount is determined according to the equity ratio; (Party B adopts a fixed dividend, not exceeding X yuan per year)
(II) Obligations of Party B
1. When Party A is merged or acquired, unless the new shareholders' meeting agrees to undertake it, the unexercised option will be terminated, and those who have entered the exercise procedure must exercise it immediately.
2. Party B must work in Party A continuously for at least _ years after receiving the equity. If Party B resigns, dismisses, loses ability, dies or leaves the company for reasons not recognized by Party A during this period, Party B shall unconditionally transfer the equity to the original shareholders of Party A for free, and the penalty for Party B's refusal to transfer (or merge) is _ X million yuan.
3. After the equity transfer, Party B must maintain the original profit level within X years, otherwise Party A has the right to reduce or not reduce the dividend amount of Party B..
4. If Party B terminates the labor contract relationship with the company after the expiration of Party A's continuous service, Party B must unconditionally transfer its equity to the original shareholders of Party A for free, and Party A will compensate Party B for _ X. If Party B refuses to transfer the equity, it will bear a penalty of _ X million yuan;
Seven. special agreement
1. After Party B becomes a shareholder of the company after exercising the right of equity transfer, it enjoys the right to share dividends and gives up its voting rights, and the voting rights of the company are still decided by the original shareholders (or all voting rights are entrusted to Director Ma Naiwen, and the authorization is irrevocable, and all matters voted by Director Ma Naiwen are recognized);
2. The equity transferred by Party B shall not be transferred to a third party other than the original shareholders of the company, shall not be donated to a third party other than the original shareholders of the company, shall not be inherited, and shall not be used for mortgage and debt repayment;
3. During the service period and within 2 years after the service period, Party B shall not take part-time jobs in other companies that are competitive with Party A, otherwise it will unconditionally transfer its equity to the original shareholders without compensation, and bear the liquidated damages of _ X million yuan;
Nine. Matters not covered shall be settled through consultation. If negotiation fails, it shall be settled by the Tianning District People's Court of Changzhou.
X this agreement is made in duplicate, one for each party.
XI。 This agreement shall come into force as of the date of signature or seal by both parties.
Party A:
Party B:
20 years x month day
Option Incentive Agreement Part II
Party A: Shanghai X Development Co., Ltd. and its shareholders.
Party B:
In order to realize the common development of the company and its employees, Party A decided to implement stock option incentive for Party B through the resolution of the company's shareholders' meeting. Based on the principles of voluntariness, fairness, equality and mutual benefit, honesty and credibility, both parties have reached the following agreement:
I. Identification of options
Upon the resolution of the shareholders' meeting, the shareholders of Party A transfer% of the equity to establish an equity option, which can be given to Party B conditionally.
Second, the exercise conditions of options
During Party A's tenure, Party B must meet the following conditions before exercising the option:
(1) Party B has worked in Party A continuously for 2 years;
(II) Party B's performance during Party A's service:
1. Innovation performance: adopting new technologies in marketing and management to achieve expected profits; Implement new technologies in marketing and management to achieve expected benefits; Open up new markets for marketing business and customer service, and achieve the expected results.
2. Growth performance indicators: annual profit target achievement rate (), punctuality rate of business completion () and responsibility cost reduction rate ().
3. Annual business indicators:
20-year sales:
20-year sales:
Third, the correct method.
After Party B meets the above exercise conditions, it shall submit a written application to Party A, and the shareholders' meeting will assess all aspects of exercise conditions and indicators of Party B.. If qualified, the original shareholders will transfer the corresponding shares.
Four. Exercise Price and Payment Party A shall notify Party B in writing to exercise the right within 30 days from the date of the resolution of Party A's shareholders' meeting, and Party B shall transfer the equity within 30 days after receiving the written notice, sign the equity transfer agreement and formally become a shareholder. After being notified by Party A in writing, if Party B fails to sign the equity transfer agreement, it shall be deemed as giving up the right to exercise and losing the right to exercise.
Verb (abbreviation of verb) The exercise of stock option is an incentive to Party B's performance. Equity options cannot be transferred, used for mortgage and debt repayment, given to others, or inherited as an inheritance. Option b loses its ability or the death option disappears naturally.
The intransitive verb loses the option qualification within the service period agreed by Party A. If Party B leaves or terminates the service due to resignation, dismissal, incapacity or death during the service period, Party B will lose the company's equity option.
Seven. rights and duties
(I) Rights of Party B
1. Party B has the right to choose whether to accept the equity;
2. Party B has the right to participate in dividends according to the company's profitability from the date of signing the equity option transfer agreement. The company's dividend system refers to the resolution of the shareholders' meeting.
(II) Obligations of Party B
1. When Party A is merged or acquired, unless the new shareholders' meeting agrees to undertake it, the unexercised option will be terminated, and those who have entered the exercise procedure must exercise it immediately.
2. Party B must work in Party A for two consecutive years after receiving the equity. If Party B resigns, dismisses, loses capacity, dies or leaves the company for reasons not recognized by Party A during this period, Party B shall unconditionally transfer the equity to the original shareholders of Party A for free.
3. Party B must maintain its original profit level within 2 years after the equity transfer, otherwise Party A has the right to reduce or not reduce the dividend amount of Party B..
Seven. special agreement
1. After Party B becomes a shareholder of the company after exercising the right of equity transfer, it is entitled to share the dividends.
2. The equity transferred by Party B shall not be transferred to a third party other than the original shareholders of the company, shall not be donated to a third party other than the original shareholders of the company, shall not be inherited, and shall not be used for mortgage and debt repayment;
3. During the service period and within 2 years after the service period, Party B shall not take part-time jobs in other companies that are competitive with Party A, otherwise it will unconditionally transfer its equity to the original shareholders for free, and bear the penalty of RMB 10000.
Nine. Matters not covered shall be settled through consultation. If negotiation fails, it shall be settled by the People's Court of Pudong New Area, Shanghai.
X this agreement is made in duplicate, one for each party.
XI。 This agreement shall come into force as of the date of signature or seal by both parties.
Party A:
Party B:
20 years x month day
Option Incentive Agreement Part III
Party A (original shareholder name):
Party B (employee name):
ID number:
Based on the principles of voluntariness, fairness, equality and mutual benefit, honesty and credit, Party A and Party B agree to purchase, hold and exercise _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 1 Basic information of Party A and the Company
Party A is _ _ (hereinafter referred to as? Company? ), when the company was established, the registered capital was RMB yuan, and the contribution made by Party A was RMB yuan. When this agreement is signed, Party A accounts for% of the registered capital of the company and is the actual controller of the company. Considering the long-term development of the company, in order to encourage and retain talents, Party A authorizes Party B to subscribe for% of the shares of the company held by Party A at a preferential price under the conditions agreed in this agreement.
Article 2 Retention period of stock right subscription
The preparatory period for Party B to subscribe for the above-mentioned equity of Party A is two years. Party B has established a labor agreement relationship with the company for three consecutive years and reached the assessment standards agreed in this agreement, that is, it begins to enter the subscription preparation period.
Article 3 Rights of Party A and Party B during the preparatory period
During the equity preparation period, the% equity of the company referred to in this agreement still belongs to Party A, and Party B has no shareholder qualification or corresponding shareholder rights. However, Party A agrees to transfer some shareholders' dividend rights to Party B after Party B enters the stock reserve period. The dividend proportion of Party B is% shareholder's dividend right in the first year after the end of the reserve period and% equity dividend right in the second year of the reserve period. The specific dividend distribution time shall be implemented in accordance with the Articles of Association, the shareholders' meeting and the resolutions of the board of directors.
Article 4 The exercise period of subscribing stock options
The stock options held by Party B will enter the exercise period after the two-year reserve period expires. The exercise period is two years. If Party B fails to subscribe for the shares of the company held by Party A during the exercise period, Party B still enjoys the right to pay dividends in the preparatory period, but it is not qualified as a shareholder and does not enjoy other rights of shareholders. If Party B fails to subscribe for the equity beyond the exercise period agreed in this agreement, Party B will lose the right to subscribe and will no longer enjoy the dividend right during the preparation period.
The exercise period of stock option holders is two years, and the beneficiary exercises stock options every year according to half of the number of individuals granted.
Article 5 Party B's exercise option
During the exercise period, Party B may choose to exercise stock options or give up exercising them. Party A shall not interfere.
Article 6 Assessment criteria for preparation period and drill period
1. If Party B is employed by the company as a director, supervisor or senior manager, it shall ensure that the company is in good operation and management, with an annual return on net assets of not less than% or a net profit of not less than 1 10,000 yuan or an operating index of.
2. Party A shall assess Party B once a year. If Party B meets the assessment criteria every year during the preparation period and the exercise period, it is qualified to exercise. Specific assessment methods and procedures can be implemented by the board of directors of the company authorized by Party A. ..
Article 7 Party B's exercise qualification.
Before the exercise period agreed in this Agreement comes or Party B has not actually exercised the stock option (including the preparation period and exercise period), Party B will be disqualified from exercising the stock option under any of the following circumstances:
1. Dissolve the labor agreement relationship with the company due to resignation, dismissal, dismissal, retirement, resignation and other reasons;
2. Loss of working ability or capacity for civil conduct or death;
3. A criminal offence is investigated for criminal responsibility;
4. Violating the Company Law or the Articles of Association when performing duties, and harming the interests of the company;
5. Failure to perform duties, resulting in heavy losses to the company's interests;
6. Failing to meet the prescribed business indicators and profit performance, or being directly responsible for the company's losses and the decline in business performance recognized by the company;
7. Failure to meet the assessment standards agreed in Article 6 of this Agreement or other major violations of the company's rules and regulations.
Article 8 Exercise Price
If Party B agrees to subscribe for shares during the exercise period, the subscription price is, that is, for every 65,438+0% shares, Party B shall pay the subscription fee in RMB to Party A.. The annual subscription ratio of Party B is 50%.
Article 9 Equity Transfer Agreement
If Party B agrees to subscribe for equity during the exercise period, both parties shall sign a formal equity transfer agreement. After Party B pays the share subscription money to Party A according to this agreement, Party B becomes a full shareholder of the company and enjoys the corresponding shareholder rights according to law. Party A and Party B shall go through the formalities of change registration with the industrial and commercial department, and the company shall issue a certificate of shareholders' rights to Party B. ..
Article 10 Restrictive clauses on Party B's transfer of equity
After Party B receives the equity of Party A and becomes a shareholder of the company, its equity transfer shall comply with the following agreements:
1. When Party B transfers the equity, Party A has the preemptive right, that is, Party A has priority over other shareholders of the company and any external personnel, and the transfer price is:
(1) If Party B transfers Party A's equity within three years (including three years) after receiving Party A's equity, equity transfer price shall implement Article 8;
(2) If Party B receives the equity of Party A for more than three years, it shall be subject to every 65,438+0% equity transfer price and the net assets per share in the company's financial statements last month.
2. If Party A waives the preemptive right, other shareholders of the company have the right to purchase at the aforementioned price. If other shareholders are unwilling to buy, Party B has the right to transfer it to someone other than the shareholders. The transfer price shall be determined by Party B and the transferee through negotiation, and neither Party A nor the company shall interfere.
3. If Party A and other shareholders fail to reply within 30 days from the date of receiving the written notice of Party B's equity transfer, it shall be deemed as giving up the preemptive right.
4. Party B shall not use the company's equity for mortgage, pledge, guarantee, exchange and repayment of debts in any way. Where Party B's equity is enforced by the people's court according to law, it shall be implemented with reference to Article 73 of the Company Law. Article 1 1 employment relationship statement
The signing of this agreement by Party A and Party B does not constitute any commitment of Party A or the company to the employment period and employment relationship of Party B, and the employment relationship of the company to Party B is still implemented according to the relevant provisions of the labor agreement.
Article 12 Exemption Statement
In any of the following circumstances, neither Party A nor Party B shall be liable for breach of contract:
1. When signing this agreement, Party A and Party B signed this equity option agreement according to the current national policies, laws and regulations. During the performance of this agreement, if Party A fails to perform this agreement due to changes in laws and policies, Party A will not bear any legal responsibilities;
2. Before the exercise period agreed in this agreement comes, or Party B has not actually exercised the right to subscribe for shares, the company loses its civil subject qualification or cannot continue to operate due to bankruptcy, dissolution, revocation or revocation of its business license, and this agreement cannot be continued;
3. If Party A loses its position as the actual controller of the company due to merger, reorganization, restructuring, division, merger, increase or decrease of registered capital, etc., this agreement may not be performed.
Article 13 Settlement of Disputes In case of any dispute during the performance of this Agreement, both parties shall settle it through friendly negotiation. If negotiation fails, either party may bring a lawsuit to the local people's court.
Article 14 Supplementary Provisions
1. This agreement shall come into force as of the date of signature by both parties.
2. For matters not covered in this agreement, both parties shall sign a supplementary agreement separately, which shall have the same effect as this agreement.
3. In case of any conflict between the contents of this Agreement and the stock option incentive clause in Article _ _ _, the stock option incentive clause in Article _ _ shall prevail.
4. This agreement is made in triplicate, with each party holding one copy. A limited liability company shall keep one copy, and three copies shall have the same effect.
Party A: (signature)
Party B: (signature)
20 years x month day