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Arc Document Solutions, Inc. – IPO: ‘S-1’ on 10/15/04 – EX-10.8

On: Friday, 10/15/04, at 5:18pm ET · Accession #: 950134-4-15090 · File #: 333-119788

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/15/04  Arc Document Solutions, Inc.      S-1                   30:4.0M                                   RR Donnelley

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         American Reprographics                              HTML   1.54M 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      5     22K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     28    114K 
 4: EX-10.1     Material Contract                                    208    845K 
13: EX-10.10    Material Contract                                     26     74K 
14: EX-10.11    Material Contract                                     42±   161K 
15: EX-10.12    Material Contract                                     41±   158K 
16: EX-10.13    Material Contract                                     42±   160K 
17: EX-10.14    Material Contract                                     23     70K 
18: EX-10.15    Material Contract                                     16     65K 
19: EX-10.16    Material Contract                                     41±   162K 
20: EX-10.17    Material Contract                                      3     16K 
21: EX-10.19    Material Contract                                      8     29K 
 5: EX-10.2     Material Contract                                    181    744K 
22: EX-10.20    Material Contract                                     24     81K 
23: EX-10.22    Material Contract                                     33    123K 
24: EX-10.23    Material Contract                                      2     13K 
25: EX-10.24    Material Contract                                     15     58K 
26: EX-10.26    Material Contract                                      8     43K 
 6: EX-10.3     Material Contract                                     28    111K 
 7: EX-10.4     Material Contract                                      2     13K 
 8: EX-10.5     Material Contract                                     14     56K 
 9: EX-10.6     Material Contract                                      2     17K 
10: EX-10.7     Material Contract                                     21     97K 
11: EX-10.8     Material Contract                                      8     41K 
12: EX-10.9     Material Contract                                     17     70K 
27: EX-16.1     Letter re: Change in Certifying Accountant          HTML     10K 
28: EX-21.1     Subsidiaries of the Registrant                         3     17K 
29: EX-23.1     Consent of Experts or Counsel                       HTML     10K 
30: EX-23.2     Consent of Experts or Counsel                       HTML     10K

EX-10.8 — Material Contract

EX-10.8 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                    EXHIBIT 10.8

AMERICAN REPROGRAPHICS COMPANY

 2005 STOCK PLAN

STOCK OPTION AGREEMENT
 (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

      Pursuant to your Stock Option Grant Notice ("GRANT NOTICE") and this Stock
Option Agreement, American Reprographics Company (the "COMPANY") has granted you
an option under its 2005 Stock Plan (the "PLAN") to purchase the number of      
shares of the Company's Common Stock indicated in your Grant Notice at the      
exercise price indicated in your Grant Notice. Defined terms not explicitly     
defined in this Stock Option Agreement but defined in the Plan shall have the   
same definitions as in the Plan.                                                

The details of your option are as follows:                          

     1. VESTING. Subject to the limitations contained herein, your option will
vest as provided in your Grant Notice, provided that vesting will cease upon the
termination of your Continuous Service.                                         

  2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in    
your Grant Notice may be adjusted from time to time for Capitalization          
Adjustments.                                                                    

   3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price in cash or by check or in any other manner PERMITTED BY YOUR     
GRANT NOTICE, which may include one or more of the following:                   

       (a) In the Company's sole discretion at the time your option is
exercised and provided that at the time of exercise the Common Stock is publicly
traded and quoted regularly in The Wall Street Journal, pursuant to a program   
developed under Regulation T as promulgated by the Federal Reserve Board that,  
prior to the issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to pay the     
aggregate exercise price to the Company from the sales proceeds.                

     (b) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, by delivery of 
already-owned shares of Common Stock either that you have held for the period   
required to avoid a charge to the Company's reported earnings (generally six (6)
months) or that you did not acquire, directly or indirectly from the Company,   
that are owned free and clear of any liens, claims, encumbrances or security    
interests, and that are valued at Fair Market Value on the date of exercise.    
"Delivery" for these purposes, in the sole discretion of the Company at the time
you exercise your option, shall include delivery to the Company of your         
attestation of ownership of such shares of Common Stock in a form approved by   
the Company. Notwithstanding the foregoing, you may not exercise your option by 
tender to the Company of Common Stock to the extent such tender would violate   
the provisions of any law, regulation or agreement restricting the redemption of
the Company's stock.                                                            

EX-10.8 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
  4. WHOLE SHARES. You may exercise your option only for whole shares of
Common Stock.                                                                   

  5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common  
Stock issuable upon such exercise are then registered under the Securities Act  
or, if such shares of Common Stock are not then so registered, the Company has  
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may   
not exercise your option if the Company determines that such exercise would not 
be in material compliance with such laws and regulations.                       

    6. TERM. You may not exercise your option before the commencement of its
term or after its term expires. The term of your option commences on the Date of
Grant and expires upon the earliest of the following:                           

     (a) three (3) months after the termination of your Continuous
Service for any reason other than Cause, Disability or death, provided that if  
during any part of such three (3) month period you may not exercise your option 
solely because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of  
the Expiration Date or until it shall have been exercisable for an aggregate    
period of three (3) months after the termination of your Continuous Service;    

       (b) twelve (12) months after the termination of your Continuous
Service due to your Disability;                                                 

          (c) eighteen (18) months after your death if you die either during
your Continuous Service or within three (3) months after your Continuous Service
terminates;                                                                     

          (d) immediately upon the termination of your Continuous Service if
for Cause;                                                                      

  (e) the Expiration Date indicated in your Grant Notice; or

      (f) the day before the tenth (10th) anniversary of the Date of
Grant.                                                                          

If your option is an Incentive Stock Option, in order to obtain the 
federal income tax advantages associated with an Incentive Stock Option, the    
Code requires that at all times beginning on the date of grant of your option   
and ending on the day three (3) months before the date of your option's         
exercise, you must be an employee of the Company or an Affiliate, except in the 
event of your death or your permanent and total disability, as defined in       
Section 22(e) of the Code. The Company has provided for extended exercisability 
of your option under certain circumstances for your benefit but cannot guarantee
that your option will necessarily be treated as an Incentive Stock Option if you
continue to provide services to the Company or an Affiliate as a Consultant or  
Director after your employment terminates or if you otherwise exercise your     
option more than three (3) months after the date your employment with the       
Company or an Affiliate terminates.                                             

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EX-10.8 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd
7. EXERCISE.                                                        

         (a) You may exercise the vested portion of your option during its
term by delivering a Notice of Exercise (in a form designated by the Company)   
together with the exercise price to the Secretary of the Company, or to such    
other person as the Company may designate, during regular business hours,       
together with such additional documents as the Company may then require.        

           (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an           
arrangement providing for the payment by you to the Company of any tax          
withholding obligation of the Company arising by reason of (1) the exercise of  
your option, (2) the lapse of any substantial risk of forfeiture to which the   
shares of Common Stock are subject at the time of exercise, or (3) the          
disposition of shares of Common Stock acquired upon such exercise.              

           (c) If your option is an Incentive Stock Option, by exercising your
option you agree that you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common Stock 
issued upon exercise of your option that occurs within two (2) years after the  
date of your option grant or within one (1) year after such shares of Common    
Stock are transferred upon exercise of your option.                             

      (d) By exercising your option you agree that the Company (or a
representative of the underwriter(s)) may, in connection with the first         
underwritten registration of the offering of any securities of the Company under
the Securities Act, require that you not sell, dispose of, transfer, make any   
short sale of, grant any option for the purchase of, or enter into any hedging  
or similar transaction with the same economic effect as a sale, any shares of   
Common Stock or other securities of the Company held by you, for a period of    
time specified by the underwriter(s) (not to exceed one hundred eighty (180)    
days) following the effective date of the registration statement of the Company 
filed under the Securities Act. You further agree to execute and deliver such   
other agreements as may be reasonably requested by the Company and/or the       
underwriter(s) that are consistent with the foregoing or that are necessary to  
give further effect thereto. In order to enforce the foregoing covenant, the    
Company may impose stop transfer instructions with respect to your shares of    
Common Stock until the end of such period.                                      

8. TRANSFERABILITY.                                                 

           (a) If your option is an Incentive Stock Option, your option is not
transferable, except by will or by the laws of descent and distribution, and is 
exercisable during your life only by you. Notwithstanding the foregoing, by     
delivering written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall          
thereafter be entitled to exercise your option.                                 

         (b) If your option is a Nonstatutory Stock Option, your option is
not transferable, except (i) by will or by the laws of descent and distribution,
(ii) with the prior written approval of the Company, by instrument to an inter  
vivos or testamentary trust, in a form accepted by the Company, in which the    
option is to be passed to beneficiaries upon the death of                       

 3

EX-10.8 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
the trustor (settlor) and (iii) with the prior written approval of the Company, 
by gift, in a form accepted by the Company, to a permitted transferee under Rule
701 of the Securities Act.                                                      

 9. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any   
way whatsoever any obligation on your part to continue in the employ of the     
Company or an Affiliate, or of the Company or an Affiliate to continue your     
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective stockholders, Boards of Directors, Officers or      
Employees to continue any relationship that you might have as a Director or     
Consultant for the Company or an Affiliate.                                     

10. WITHHOLDING OBLIGATIONS.                                        

            (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize           
withholding from payroll and any other amounts payable to you, and otherwise    
agree to make adequate provision as instructed by the Company (including by     
means of a "cashless exercise" pursuant to a program developed under Regulation 
T as promulgated by the Federal Reserve Board to the extent instructed by the   
Company), for any sums required to satisfy the federal, state, local and foreign
tax withholding obligations of the Company or an Affiliate, if any, which arise 
in connection with the exercise of your option.                                 

           (b) The Company may, in its sole discretion, and in compliance with
any applicable legal conditions or restrictions, withhold from fully vested     
shares of Common Stock otherwise issuable to you upon the exercise of your      
option a number of whole shares of Common Stock having a Fair Market Value,     
determined by the Company as of the date of exercise, not in excess of the      
minimum amount of tax required to be withheld by law (or such lower amount as   
may be necessary to avoid variable award accounting). Any adverse consequences  
to you arising in connection with such share withholding procedure shall be your
sole responsibility.                                                            

       (c) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you 
may not be able to exercise your option when desired even though your option is 
vested, and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow   
provided for herein unless such obligations are satisfied.                      

     11. NOTICES. Any notices provided for in your option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the  
case of notices delivered by mail by the Company to you, five (5) days after    
deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company.                                            

     12. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and 
is further subject to all interpretations, amendments, rules and regulations,   
which may from time to time be promulgated and adopted pursuant to the Plan. In 
the event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.                                 

 4

EX-10.8 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
AMERICAN REPROGRAPHICS COMPANY
 2005 STOCK PLAN

 NON-EMPLOYEE DIRECTORS' NONSTATUTORY STOCK OPTION PROGRAM

STOCK OPTION AGREEMENT
 (NONSTATUTORY STOCK OPTION)

      Pursuant to your Stock Option Grant Notice ("GRANT NOTICE") and this Stock
Option Agreement, American Reprographics Company (the "COMPANY") has granted you
an option under its 2005 Stock Plan (the "PLAN") and Non-Employee Directors'    
Nonstatutory Stock Option Program to purchase the number of shares of the       
Company's Common Stock indicated in your Grant Notice at the exercise price     
indicated in your Grant Notice. Defined terms not explicitly defined in this    
Stock Option Agreement but defined in the Plan shall have the same definitions  
as in the Plan.                                                                 

The details of your option are as follows:                          

     1. VESTING. Subject to the limitations contained herein, your option will
vest as provided in your Grant Notice, provided that vesting will cease upon the
termination of your Continuous Service. In addition, if the Company is subject  
to a Change in Control before your Continuous Service terminates, then all of   
the unvested shares subject to this option shall become fully vested and        
exercisable immediately prior to the effective date of such Change in Control.  

  2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in    
your Grant Notice may be adjusted from time to time for Capitalization          
Adjustments, as provided in the Plan.                                           

   3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price in cash or by check or in any other manner permitted by your     
Grant Notice, which may include one or more of the following:                   

       (a) In the Company's sole discretion at the time your option is
exercised and provided that at the time of exercise the Common Stock is publicly
traded and quoted regularly in The Wall Street Journal, pursuant to a program   
developed under Regulation T as promulgated by the Federal Reserve Board that,  
prior to the issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to pay the     
aggregate exercise price to the Company from the sales proceeds.                

     (b) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, by delivery of 
already-owned shares of Common Stock either that you have held for the period   
required to avoid a charge to the Company's reported earnings (generally six    
months) or that you did not acquire, directly or indirectly from the Company,   
that are owned free and clear of any liens, claims, encumbrances or security    
interests, and that are valued at Fair Market Value on the date of exercise.    
"Delivery"                                                                      

EX-10.8 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
for these purposes, in the sole discretion of the Company at the time you       
exercise your option, shall include delivery to the Company of your attestation 
of ownership of such shares of Common Stock in a form approved by the Company.  
Notwithstanding the foregoing, you may not exercise your option by tender to the
Company of Common Stock to the extent such tender would violate the provisions  
of any law, regulation or agreement restricting the redemption of the Company's 
stock.                                                                          

  4. WHOLE SHARES. You may exercise your option only for whole shares of
Common Stock.                                                                   

  5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common  
Stock issuable upon such exercise are then registered under the Securities Act  
or, if such shares of Common Stock are not then so registered, the Company has  
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may   
not exercise your option if the Company determines that such exercise would not 
be in material compliance with such laws and regulations.                       

    6. TERM. You may not exercise your option before the commencement of its
term or after its term expires. The term of your option commences on the Date of
Grant and expires upon the earliest of the following:                           

     (a) three (3) months after the termination of your Continuous
Service for any reason other than your Disability or death, provided that if    
during any part of such three (3) month period your option is not exercisable   
solely because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of  
the Expiration Date or until it shall have been exercisable for an aggregate    
period of three (3) months after the termination of your Continuous Service;    

       (b) twelve (12) months after the termination of your Continuous
Service due to your Disability or upon a Change in Control;                     

          (c) eighteen (18) months after your death if you die either during
your Continuous Service or within three (3) months after your Continuous Service
terminates;                                                                     

           (d) immediately upon the termination of your Continuous Service for
Cause;                                                                          

  (e) the Expiration Date indicated in your Grant Notice; or

      (f) the day before the tenth (10th) anniversary of the Date of
Grant.                                                                          

7. EXERCISE.                                                        

       (a) You may exercise the vested portion of your option (and the
unvested portion of your option if your Grant Notice so permits) during its term
by delivering a Notice of Exercise (in a form designated by the Company)        
together with the exercise price to the Secretary                               

EX-10.8 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
of the Company, or to such other person as the Company may designate, during    
regular business hours, together with such additional documents as the Company  
may then require.                                                               

           (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an           
arrangement providing for the payment by you to the Company of any tax          
withholding obligation of the Company arising by reason of (i) the exercise of  
your option, (ii) the lapse of any substantial risk of forfeiture to which the  
shares of Common Stock are subject at the time of exercise, or (iii) the        
disposition of shares of Common Stock acquired upon such exercise.              

      8. TRANSFERABILITY. Your option is not transferable, except (i) by will or
by the laws of descent and distribution, (ii) with the prior written approval of
the Company, by instrument to an inter vivos or testamentary trust, in a form   
accepted by the Company, in which the option is to be passed to beneficiaries   
upon the death of the trustor (settlor) and (iii) with the prior written        
approval of the Company, by gift, in a form accepted by the Company, to a       
permitted transferee under Rule 701 of the Securities Act.                      

 9. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any   
way whatsoever any obligation on your part to continue in the employ of the     
Company or an Affiliate, or of the Company or an Affiliate to continue your     
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors, Officers or      
Employees to continue any relationship that you might have as a Director or     
Consultant for the Company or an Affiliate.                                     

10. WITHHOLDING OBLIGATIONS.                                        

            (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize           
withholding from payroll and any other amounts payable to you, and otherwise    
agree to make adequate provision as directed by the Company (including by means 
of a "cashless exercise" pursuant to a program developed under Regulation T as  
promulgated by the Federal Reserve Board to the extent directed by the Company),
for any sums required to satisfy the federal, state, local and foreign tax      
withholding obligations of the Company or an Affiliate, if any, which arise in  
connection with your option.                                                    

           (b) The Company may, in its sole discretion, and in compliance with
any applicable conditions or restrictions of law, withhold from fully vested    
shares of Common Stock otherwise issuable to you upon the exercise of your      
option a number of whole shares of Common Stock having a Fair Market Value,     
determined by the Company as of the date of exercise, not in excess of the      
minimum amount of tax required to be withheld by law. Any adverse consequences  
to you arising in connection with such share withholding procedure shall be your
sole responsibility.                                                            

       (c) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you 
may not be able to exercise your option when desired even though your option is 
vested, and the Company shall have no                                           

EX-10.8 Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th
obligation to issue a certificate for such shares of Common Stock or release    
such shares of Common Stock from any escrow provided for herein.                

     11. NOTICES. Any notices provided for in your option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the  
case of notices delivered by mail by the Company to you, five (5) days after    
deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company.                                            

     12. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and 
is further subject to all interpretations, amendments, rules and regulations    
which may from time to time be promulgated and adopted pursuant to the Plan. In 
the event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.

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4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Arc Document Solutions, Inc.      10-K       12/31/23   85:8.6M
 2/23/23  Arc Document Solutions, Inc.      10-K       12/31/22   82:9.1M
 2/24/22  Arc Document Solutions, Inc.      10-K       12/31/21   81:9M
 2/24/21  Arc Document Solutions, Inc.      10-K       12/31/20   82:9M

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Filing Submission 0000950134-04-015090 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Arc Document Solutions, Inc. – IPO: ‘S-1’ on 10/15/04 – EX-10.8

On: Friday, 10/15/04, at 5:18pm ET · Accession #: 950134-4-15090 · File #: 333-119788

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.8 — Material Contract

4 Subsequent Filings that Reference this Filing

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents