DELTATHREE, INC.
2009 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION
GRANT
This INCENTIVE STOCK OPTION GRANT AGREEMENT (the
“ Agreement ”), dated as of _________________
(the “ Grant Date ”), is delivered by
deltathree, Inc. (the “ Company ”) to
_______________ (the “ Participant
”). Capitalized terms used herein and not
otherwise defined herein have the meaning given to them in the Plan
(as defined below).
RECITALS
WHEREAS, the Company maintains the deltathree,
Inc. 2009 Stock Incentive Plan (the “ Plan ”)
for the benefit of its and its Affiliates’ employees,
directors, and consultants;
NOW, THEREFORE, in consideration of the
covenants and agreements contained herein, the parties to this
Agreement, intending to be legally bound, hereby agree as
follows:
1.
Grant of Option; Incentive Stock Option Status
. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the
Participant an option (the “ Option ”) to
purchase ___________ shares of Stock at an exercise price of
$_________ per share of Stock, subject to adjustment as set forth
in Sections 8.1 and 8.2 of the Plan. This Option is
intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. However, notwithstanding such
designation, the Option will qualify as an Incentive Stock Option
under the Code only to the extent the $100,000 dollar limitation of
Section 422(d) of the Code (as such limitation may be amended from
time to time) is not exceeded. The $100,000 limitation
of Section 422(d) of the Code is calculated based on the aggregate
Market Value of the shares subject to options designated as
Incentive Stock Options which become exercisable for the first time
by the Participant during any calendar year (under all incentive
plans of the Company or any “parent corporation” or
“subsidiary corporation” of the Company (as such terms
are defined in Section 424 of the Code)). For purposes
of this calculation, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Market
Value of the shares subject to such options shall be determined as
of the grant date of the relevant option.
2.
Exercisability of Option . Subject to the
provisions of this Agreement, the Option shall become exercisable
on the following dates, if the Participant continues to provide
Service (as defined in the Plan) to the Company or its Affiliates
from the Grant Date through the applicable date:
|
Date
|
|
Shares for Which the Option is
Exercisable
|
|
|
|
|
|
|
|
First
anniversary of the Grant Date
|
|
|
25
|
%
|
|
|
|
|
|
|
|
Second
anniversary of the Grant Date
|
|
|
25
|
%
|
|
|
|
|
|
|
|
Third
anniversary of the Grant Date
|
|
|
25
|
%
|
|
|
|
|
|
|
|
Fourth
anniversary of the Grant Date
|
|
|
25
|
%
|
The
exercisability of the Option is cumulative, but shall not exceed
100% of the shares of Stock subject to the Option. If
the foregoing schedule would produce fractional shares of Stock,
the number of shares of Stock for which the Option becomes
exercisable shall be rounded down to the nearest whole share of
Stock.
3.
Term of Option; Change in Status of Incentive Option
.
(a) The
Option shall have a term of ten (10) years from the Grant Date, and
shall terminate at the expiration of that period, unless it is
terminated at an earlier date pursuant to the provisions of this
Agreement or the Plan.
(b) The
Option shall automatically terminate upon the happening of the
first of the following events:
(i) If
the Participant’s Service terminates on account of death or
Disability (as defined in the Plan), the expiration of the one-year
period following the date of the Participant’s termination of
Service on account of death or Disability; provided, however, that
if such Disability is not a “disability” as such term
is defined in Section 22(e)(3) of the Code, this Option shall cease
to be treated as an Incentive Stock Option and shall be treated as
a Nonstatutory Option on the day three (3) months and one (1) day
following the date of the Participant’s termination of
Service on account of Disability.
(ii) If
the Participant’s Service terminates for any reason other
than on account of death, Disability, or termination for Cause (as
defined in the Plan), the expiration of the 90 day period following
the date of the Participant’s termination of Service for any
reason other than on account of death, Disability, or termination
for Cause.
(iii) If
the Participant’s Service is terminated for Cause (unless the
Committee determines otherwise), the date on which the
Participant’s Service is terminated.
Notwithstanding the foregoing, in no event may
the Option be exercised after the tenth anniversary of the Grant
Date. Any portion of the Option that is not exercisable
at the time the Participant ceases to provide Service shall
immediately terminate as of such date.
(c) In
the event that the Participant’s status changes from employee
of the Company or an Affiliate to director or consultant of the
Company or an Affiliate, this Option shall cease to be treated as
an Incentive Stock Option and shall be treated as a Nonstatutory
Option on the day three (3) months and one (1) day following such
change in status.
4.
Exercise Procedures .
(a) Subject
to the provisions of Sections 2 and 3 above, the Participant may
exercise part or all of the exercisable portion of the Option by
delivering to the Company written notice of intent to exercise in
the manner provided in this Agreement, specifying the number of
shares of Stock as to which the Option is to be exercised and the
method of payment. Payment of the exercise price shall
be made in accordance with procedures established by the Committee
from time to time based on the type of payment being made but, in
any event, prior to issuance of the shares of Stock. The
Participant shall pay the exercise price (i) in cash, by check or
cash equivalent; (ii) by tender to the Company of shares of Stock
owned by the Participant having a Market Value (as defined in the
Plan
