Exhibit 10.19
OPTION GRANT NOTICE
UNDER THE
bumble Inc.
2021 OMNIBUS INCENTIVE PLAN
(Option Grant – Section 16 Officer)
Bumble Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant the number of Options (each Option representing the right to purchase one share of Common Stock) set forth below, at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions as set forth herein, in the Option Agreement including any provisions for the Participant’s country set forth in any exhibit to the Option Agreement (the “Exhibit”) (together, the “Option Agreement”) (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: | <first_name> <last_name> |
Date of Grant: | <award_date> |
Vesting Reference Date: | <Vest_Start_Date> |
Number of Options: | <shares_awarded> |
Exercise Price: | $<award_price> |
Option Period Expiration Date: | 10th anniversary of Grant Date |
Type of Option: | Non-qualified Stock Option |
Vesting Schedule: | Provided that the Participant has not undergone a Termination at the time of the applicable vesting date, [one quarter (1/4) of the Options will vest on each of the first four annual anniversaries of the Vesting Reference Date(with each installment rounded down to the nearest whole share of Common Stock)] [one quarter (1/4) of the Options (rounded down to the nearest whole share of Common Stock) will vest on the first anniversary of the Vesting Reference Date and the remaining three-quarters (3/4) of the Options will vest in substantially equal installments (with each installment rounded down to the nearest whole share of Common Stock) on each quarterly anniversary thereafter such that the Options will be fully vested on the fourth anniversary of the Vesting Reference Date]; provided, that on the fourth anniversary of the Vesting Reference Date, any Options that have not otherwise vested due to rounding will also vest in full. |
| Notwithstanding the foregoing, if the Participant’s employment or service, as applicable, is terminated without Cause by the Company or its then-Affiliates or if the Participant resigns for Good Reason (as such term is defined in any employment |
| agreement (or similar agreement) between the Participant and the Company in effect at the time of such resignation), in each case in the two-year period following a Change in Control, then all then-outstanding Options (or substitute equity or consideration of purchaser or its Affiliates, as applicable) shall vest upon the Participant’s Termination. |
THE PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN. If the Participant DOES not accept the Option Agreement through the online acceptance process by THIRTY CALENDAR DAYS FOLLOWING THE GRANT DATE, or such other date that may be communicated, the Company will automatically accept the option Agreement on the Participant’s behalf. If the Participant declines the option Agreement, the Participant’s OPTION award will be canceled and the Participant will not be entitled to any benefits from the award nor any compensation or benefits in lieu of the canceled award.
OPTION AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Pursuant to the Option Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement including any provisions for the Participant’s country set forth in any exhibit attached hereto (this “Option Agreement”) and the Bumble Inc. 2021 Omnibus Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”), Bumble Inc., a Delaware corporation (the “Company”), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
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EXHIBIT A
TO THE OPTION AGREEMENT
UNDER THE
BUMBLE INC.
2021 OMNIBUS INCENTIVE PLAN
Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Option Agreement. For the avoidance of doubt, all provisions of the Option Agreement and the Option Grant Notice apply to non-U.S. Participants except to the extent supplemented or modified by this Exhibit A.
PART I - ADDITIONAL TERMS AND CONDITIONS FOR PARTICIPANTS SUBJECT TO LAWS OUTSIDE THE U.S.
Notwithstanding anything to the contrary in the Plan or Section 4 of the Option Agreement, if the Participant is subject to laws outside the United States, the Participant must obtain written consent from the Committee prior to (a) using a “net exercise” procedure as described in Section 7(d)(ii)(C) of the Plan or (b) using Shares the Participant already owns to pay the Exercise Price as described in Section 7(d)(i) of the Plan.
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provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above.
By accepting the grant of the Options, the Participant acknowledges, understands and agrees that:
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PART II - COUNTRY-SPECIFIC TERMS AND CONDITIONS
This Part II of this Exhibit A includes additional terms and conditions that govern the Options if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Options, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
This Part II of this Exhibit A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Exhibit A as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Options vest or the Participant sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Options, the information contained herein may not be applicable to the Participant in the same manner.
Spain
No Entitlement for Claims or Compensation. This provision supplements the terms of the Option Agreement:
By accepting the Options, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan document.
The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Options under the Plan to individuals who may be employees of the Company or its subsidiaries or affiliates throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Options will not economically or otherwise bind the Company or any of its subsidiaries or affiliates, including the Employer, on an ongoing basis, other than as expressly set forth in the Option Agreement. Consequently, the Participant understands that the Options are given on the assumption and condition that the Options shall not become part of any employment contract (whether with the Company or any of its subsidiaries or affiliates, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Options, which is gratuitous and discretionary, since the future value of the Options is unknown and unpredictable.
The Participant understands and agrees that, unless otherwise expressly set forth in the Option Agreement, the Participant’s termination of employment for any reason (including for the reasons listed below) will
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automatically result in the cancellation and loss of any Options that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise expressly set forth in the Option Agreement, the Options will be cancelled without entitlement to the cash proceeds or to any amount as indemnification if the Participant terminates employment by reason of, including, but not limited to: resignation, death, disability, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
The Participant also understands that the grant of Options would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Options shall be null and void.
Securities Law Notification. The Options described in the Plan and the Option Agreement, including Exhibit A, do not qualify under Spanish regulations as a security. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Options Agreement, including Exhibit A, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
United Kingdom
Responsibility for Taxes. The following supplements the “Responsibility for Taxes” section of Part I of Exhibit A:
Without limitation to the “Responsibility for Taxes” section of Part I of Exhibit A, the Participant agree that he or she is liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC on the Participant’s behalf (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items as it may be considered to be a loan. In this case, any income tax not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in the “Responsibility for Taxes” section of Part I of this Exhibit A.
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