1997 STOCK INCENTIVE PLAN

Exhibit 10.1

EQUUS II INCORPORATED

1997 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT

UNDER EQUUS II INCORPORATED

1997 STOCK INCENTIVE PLAN

THIS STOCK OPTION AGREEMENT the (“Option Agreement”), between the Participant identified below (the “Participant”), and Equus II Incorporated (hereinafter referred to as the “Company”):

W I T N E S S E T H:

WHEREAS, the Company desires to provide to the Participant an opportunity to purchase shares of the Common Stock, $.001 par value (“Common Stock”), of the Company, and to provide the Participant with an added incentive as an officer or a member of the board of directors of the Company to contribute to the management, growth, success, and profitability of the Company;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the Participant and the Company hereby agree as follows:

1. SPECIFICATION OF DATE, PARTICIPANT, NUMBER OF SHARES, OPTION PRICE, AND TERM.

(a) The date of this Option is January 4, 2004.

(b) The Participant is                     .

(c) The number of shares of the Company’s Common Stock covered by this Option is                     , subject to adjustment under Section 8(e) hereof.

(d) The option price under this Option is $7.69 per share of Common Stock, subject to adjustment under Section 8(e) hereof.

(e) The term of this Option is ten years beginning on the date of this Option (the “Option Period”); upon the expiration of such term, this Option shall expire and may not be exercised.

(f) The Participant shall be entitled to exercise on or after the applicable Exercise Date, on a cumulative basis, the number of shares of Common Stock determined by multiplying the aggregate number of shares set forth in paragraph 1(c) above by the designated percentage set forth hereafter.

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2. GRANT OF STOCK OPTION. The Company hereby grants to the Participant a stock option (the “Option”) to purchase all or any part of the aggregate number of shares of its Common Stock set forth in paragraph 1(c) above, under and subject to the terms and conditions of this Option Agreement and the Company’s 1997 Stock Incentive Plan (the “Plan”), which is incorporated herein by reference and made a part hereof for all purposes. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986 (the “Code”)

3. TIMES OF EXERCISE OF STOCK OPTION. After, and only after, the conditions of Section 9 and 10 hereof have been satisfied, the Participant shall be eligible to exercise that portion of this Option pursuant to the schedule set forth in paragraph 1(f) above. If the Participant remains employed by with the Company at all times prior to any of the “Exercise Dates” specified in paragraph 1(f), then the Participant shall be entitled, subject to the applicable provisions of the Plan and this Option Agreement having been satisfied, to exercise on or after the applicable Exercise Date, on a cumulative basis, the number of shares of Common Stock determined by multiplying the aggregate number of shares set forth in paragraph 1(c) by the designated percentage set forth in paragraph 1(f).

4. METHOD OF EXERCISING OPTION.

a. Procedures for Exercise. The manner of exercising the Option herein granted shall be by written notice to the Company at least two days before the date the Option, or part thereof, is to be exercised, and in any event prior to the expiration of the Option Period. Such notice shall state the election to exercise the Option and the number of shares of Common Stock with respect to that portion of the Option being exercised, and shall be signed by the person or persons so exercising the Option. The notice shall be accompanied by payment of the full purchase price of such shares, in which event the Company shall, as soon as practicable after receipt of payment, deliver a certificate or certificates representing such shares to the person or persons entitled thereto as soon as practicable after the notices shall be received.

b. Form of Payment. Payment for shares of Common Stock purchased under this Option Agreement shall be made in full and in cash or check made payable to the Company, or at the discretion of the Committee, in whole or in part with, the surrender of another Award under the Plan, the withholding of shares of Common Stock issuable upon exercise of the Option, or any combination thereof (each based on

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the fair market value of such Common Stock on the date the Option is exercised as determined by the Committee). In addition to the foregoing procedure, the Participant may deliver to the Company a notice of exercise including an irrevocable instruction to the Company to deliver the certificate representing the shares subject to an Option to a broker authorized to trade in the Common Stock of the Company. Upon receipt of such notice, the Company will acknowledge receipt of the executed notice of exercise and forward this notice to the broker. Upon receipt of the copy of the notice, which has been acknowledged by the Company, and without waiting for issuance of the actual certificate with respect to the exercise of the Option, the broker may sell