BONDS.COM GROUP,
INC.
2006 EQUITY PLAN
(formerly the 2006 Equity Plan of
Bonds Financial, Inc. adopted on August 15, 2006)
NOTICE OF NON STATUTORY STOCK
OPTION GRANT
[Name of
Grantee]
[Address]
You have been granted an option to purchase
Common Stock of Bonds.com Group, Inc., a Delaware corporation (the
“ Company ”), as follows. Any terms
not defined in this Notice shall have the definitions set forth in
the attached Stock Option Agreement or the Company’s 2006
Equity Plan.
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Date of Grant
(Later of Board
Approval Date or Commencement
of Employment/Consulting):
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Exercise Price
per Share:
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$
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Total Number of
Shares Granted:
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$
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Non Statutory
Stock Option
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Vesting/Exercise Schedule:
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So long as your
Continuous Service Status continues, the Shares underlying this
Option shall vest and become exercisable in accordance with the
following schedule: [_________]
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This Option may
be exercised for 90 days after termination of Continuous Service
Status, except as set out in Section 5 of the Stock Option
Agreement (but in no event later than the Expiration Date).
Optionee is responsible for keeping track of these exercise periods
following termination for any reason of his or her service
relationship with the Company. The Company will not
provide further notice of such periods.
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This Option may
not be transferred.
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By your signature and the signature of the
Company’s representative below, you and the Company agree
that this option is granted under and governed by the terms and
conditions of the Bonds.com Group, Inc. 2006 Equity Plan and the
Stock Option Agreement, both of which are attached and made a part
of this document.
In addition, you agree and acknowledge that your
rights to any Shares underlying the Option will be earned only as
you provide services to the Company over time, that the grant of
the Option is not as consideration for services you rendered to the
Company prior to your Vesting Commencement Date, and that nothing
in this Notice or the attached documents confers upon you any right
to continue your employment or consulting relationship with the
Company for any period of time, nor does it interfere in any way
with your right or the Company’s right to terminate that
relationship at any time, for any reason, with or without
cause.
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THE
COMPANY
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BONDS.COM
GROUP, INC.
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By:
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/s/
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(Signature)
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Name:
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Title:
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BONDS.COM GROUP,
INC.
2006 EQUITY PLAN
STOCK OPTION
AGREEMENT
1.
Grant of Option . Bonds.com Group, Inc.,
a Delaware corporation (the “ Compan y”), hereby
grants to the Optionee identified in the Notice of Non Statutory
Stock Option Grant that this Agreement is attached (the “
Notice ”), an option (the “ Option
”) to purchase the total number of shares of Common Stock
(the “ Shares ”) set forth in the Notice, at the
exercise price per Share set forth in the Notice (the “
Exercise Price ”) subject to the terms, definitions
and provisions of the Bonds.com Group, Inc. 2006 Equity Plan (the
“ Plan ”) adopted by the Company, which is
incorporated in this Agreement by reference. Unless otherwise
defined in this Agreement, the terms used in this Agreement shall
have the meanings defined in the Plan.
2.
Designation of Option . This Option is
intended to be an Incentive Stock Option as defined in
Section 422 of the Code only to the extent so designated in
the Notice, and to the extent it is not so designated or to the
extent the Option does not qualify as an Incentive Stock Option, it
is intended to be a Nonstatutory Stock Option.
Notwithstanding the above, if designated as an
Incentive Stock Option, in the event that the Shares subject to
this Option (and all other Incentive Stock Options granted to
Optionee by the Company or any Parent or Subsidiary, including
under other plans of the Company) that first become exercisable in
any calendar year have an aggregate fair market value (determined
for each Share as of the date of grant of the option covering such
Share) in excess of $100,000, the Shares in excess of $100,000
shall be treated as subject to a Nonstatutory Stock Option, in
accordance with Section 5(c) of the Plan.
3.
Exercise of Option . This Option shall be
exercisable during its term in accordance with the Vesting/Exercise
Schedule set out in the Notice and with the provisions of
Section 10 of the Plan as follows:
(a)
Right to Exercise .
(i) This
Option may not be exercised for a fraction of a share.
(ii) This
Option may only be exercised with respect to Shares that already
Vested as of the date of such exercise.
(iii) This
Option may not be exercised more than once in any six month period,
without the consent of the Company.
(iv) In
the event of Optionee’s death, disability or other
termination of employment, the exercisability of the Option is
governed by Section 5 below, subject to the limitations
contained in this Section 3.
(v) In
no event may this Option be exercised after the Expiration Date of
the Option as set forth in the Notice.
(vi) If
requested by the Company, the exercise of this Option shall be
conditioned upon and subject to the receipt by the Company of an
executed signature page to the Company’s Stockholder’s
Agreement, if any.
(b)
Method of Exercise .
(i) This
Option shall be exercisable by execution and delivery of a written
notice approved for such purpose by the Company which shall state
Optionee’s election to exercise the Option, the number of
Shares in respect of which the Option is being exercised, and such
other representations and agreements as to the holder’s
investment intent with respect to such Shares as may be required by
the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by Optionee and shall be delivered
to the Company by such means as are determined by the Plan
Administrator in its discretion to constitute adequate
delivery. The written notice shall be accompanied by
payment of the Exercise Price. This Option shall be
deemed to be exercised upon receipt by the Company of such written
notice accompanied by the Exercise Price.
(ii) As
a condition to the exercise of this Option and as further set forth
in Section 12 of the Plan, Optionee agrees to make adequate
provision for federal, state or other tax withholding obligations,
if any, which arise upon the vesting or exercise of the Option, or
disposition of Shares, whether by withholding, direct payment to
the Company, or otherwise.
(iii) The
Company is not obligated, and will have no liability for failure,
to issue or deliver any Shares upon exercise of the Option unless
such issuance or delivery would comply with the Applicable Laws,
with such compliance determined by the Company in consultation with
its legal counsel. This O
