Stock Option Grant Agreement - InnerWorkings LLC and Jack Greenberg
STOCK OPTION GRANT AGREEMENT
In exchange for Jack Greenberg joining the Board of Managers and/or Directors of InnerWorkings, LLC (Company) for a term to commence on October 5, 2005 and end on December 31, 2007, Jack Greenberg (Optionee) has been granted an option (the Option) to purchase Class A Common Units of InnerWorkings, LLC pursuant to this Stock Option Grant Agreement, the Companys 2004 Stock Option Plan (the Plan) and the attached Stock Option Agreement (the Option Agreement), the provisions of which are incorporated herein by reference.
Type of Option: Nonstatutory Stock Option
Date of Option Grant means October 1, 2005
Number of Option Shares means 100,000 (one hundred thousand) units of Stock.
Exercise Price means Fair Market Value as determined by the Companys auditors and internal accounting department as of the date of this Grant. It is agreed that the Fair Market Value shall not exceed $2.00 (two dollars) per unit.
Initial Vesting Date means June 30, 2006.
Option Expiration Date means the date ten (10) years after the Date of Option Grant.
Vested Ratio means, on any relevant date, the ratio determined as follows:
|(a)||Prior to the Initial Vesting Date, the Vested Ratio shall be zero.|
|(b)||On the Initial Vesting Date, the Vested Ratio shall be 1/2 (50,000 options), provided the Optionee is still a member of the Companys Board of Managers or Directors on the Initial Vesting Date, unless the vesting has been accelerated as defined below.|
|(c)||On June 30, 2007 Optionees remaining 50,000 options shall vest so long as Optionee is still a member of the Companys Board of Managers or Directors on the Initial Vesting Date, unless the vesting has been accelerated as defined below.|
|(d)||Should Optionees service on the Board be terminated for any reason by the Company prior to any vested date as defined above, all outstanding options that are unvested as defined above shall automatically accelerate and become fully vested upon the Companys termination of Optionees service on the Board.|
Acceleration means that in the event the following occur, Optionees vested shall be fully accelerated:
(a) In the event of a change of control, as defined as a sale to a third party of at least fifty one percent (51%) of the total then outstanding Membership Units and/or Common Stock of the Company for cash or publicly traded stock.
By their signatures below, the parties hereto agree that the Option is governed by the terms and conditions of the Plan as in effect on the Date of Option Grant and the Option Agreement, both of which are attached hereto. The Optionee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that he or she is familiar with the provisions contained therein, and hereby accepts the Option subject to all of the terms and conditions thereof.
333 W Walker Dr.,
Chicago, IL 60606
600 West Chicago Ave,
Chicago, IL 60610
Attachments: 2004 Stock Option Plan
Stock Option Agreement