EXHIBIT 10.40
NON-CA OPTION GRANT
EMERALD HOLDING, INC.
2017 OMNIBUS EQUITY PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT (the “Agreement”), effective as of [________] (the “Date of Grant”), is between Emerald Holding, Inc., a Delaware corporation (together with its successors, the “Company”), and Employee Name (the “Optionee”).
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For purposes of the foregoing, the “Vesting Commencement Date” shall mean [________].
Notwithstanding the foregoing, if a Change in Control occurs, subject to the Optionee’s continued employment through the date of such Change in Control, the Option shall become 100% vested and exercisable as of immediately prior to the Change in Control.
The portion of the Option which becomes vested and exercisable as described in this Section 4.1 is hereinafter referred to as the “Vested Portion.”
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For purposes of this Agreement,
“Competitive Business” shall mean any business that is in competition with (a) the present products marketed or sold by the Company or any of its Subsidiaries or affiliates to their customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company or any of its Subsidiaries or affiliates to their customers and as such services may be improved and/or modified or (c) the products and/or services the Company or any of its Subsidiaries or affiliates develops, designs, manufactures, markets, produces or supplies in the future to its customers, in each case including, without limitation, the business of operating business-to-business tradeshows, conferences and related publications and related digital media.
“Proprietary Information” shall mean confidential specifications, know-how, strategic or technical data, marketing research data, product research and development data, manufacturing techniques, confidential customer lists, sources of supply and trade secrets, all of which are confidential and may be proprietary and are owned or used by the Company, or any of its Subsidiaries or affiliates, and shall include any and all items enumerated in the preceding sentence and coming within the scope of the business of the Company or any of its Subsidiaries or affiliates as to which the Optionee may have access, whether conceived or developed by others or by the Optionee alone or with others during the period of service to the Company, whether or not conceived or developed during regular working hours. Proprietary Information shall not include any records, data or information which (a) are in the public domain during or after the period of service by the Optionee provided the same are not in the public domain as a consequence of disclosure directly or indirectly by the Optionee in violation of this Agreement or (b) were known to the Optionee prior to commencing employment with the Company.
“Restricted Period” shall mean the 12-month period after the Optionee’s Termination from the Company or a Subsidiary for any reason.
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“Restrictive Agreement” shall mean any agreement between the Company or any Subsidiary and the Optionee that contains non-competition, non-solicitation, non-hire, non-disparagement or confidentiality restrictions applicable to the Optionee.
“Territory” shall mean the United States of America and every other territory or country where the Company maintains employees, owns property or otherwise conducts business during any time that the Optionee is employed by the Company or owns any Shares (or rights to acquire Shares).
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Emerald Holding, Inc.
100 Broadway, 14th Floor
New York, NY 10005
Attention: Stacey Sayetta
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Date of Grant.
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| EMERALD HOLDING, INC. |
| By: |
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Name: Stacey Sayetta | |||
Title: General Counsel and Corporate Secretary |
Agreed and acknowledged as
of the Date of Grant:
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| By: |
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Employee Name | |||
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Shares Subject to the Option: [________] Shares (the “Option Shares”), consisting of:
Option Price: [________] per share
Exhibit A
EMERALD holding, inc.
NOTICE OF OPTION EXERCISE
Subject to the terms and conditions hereof, the undersigned (the “Purchaser”) hereby elects to exercise his or her option to purchase __________ shares (the “Shares”) of Emerald Holding, Inc. (the “Company”) under the Emerald Holding, Inc. 2017 Omnibus Equity Plan (the “Plan”) and the Stock Option Agreement dated as of _______________ (the “Option Agreement”). The purchase price for the Shares shall be $______ per Share for a total purchase price of $[●] (subject to applicable withholding taxes).
The Purchaser tenders herewith payment of the full Option Price in the form of (circle applicable method(s)):
The Purchaser will deliver any other documents that the Company requires in connection with this exercise election.
In connection with the purchase of Shares, Purchaser represents and covenants the following:
Please record the ownership of such Shares in the name of:
Name:
Address:
Social Security or Tax I.D. Number:
Signature :________________________________________
Dated:______________, 20__