DELTATHREE, INC.
2009 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION
GRANT
This NONSTATUTORY 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; Nonstatutory 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 a nonstatutory stock 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 not intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code.
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:
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Shares for Which the Option is
Exercisable
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First
anniversary of the Grant Date
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25
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%
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Second
anniversary of the Grant Date
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25
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%
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Third
anniversary of the Grant Date
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25
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%
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Fourth
anniversary of the Grant Date
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25
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%
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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.
(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.
(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.
(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) equal to the exercise price
of the shares of Stock to be purchased; (iii) by surrender of the
Option as to all or part of the shares of Stock for which the
Option is then exercisable in exchange for shares of Stock having
an aggregate Market Value equal to the difference between the
aggregate Market Value of the surrendered portion of the Option and
the aggregate exercise price for the surrendered portion of the
Option; (iv) by payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board;
or (v) by any combination thereof. The Committee may
impose from time to time such limitations as it deems appropriate
on the use of shares of Stock to exercise the Option.
(b)
The obligation of the Company to deliver shares
of Stock upon exercise of the Option shall be subject to all
applicable laws, rules, and regulations and such approvals by
governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem
necessary or appropriate to comply with relevant securities laws
and regulations. The Company
