CARBIZ INC.
2007 INCENTIVE STOCK PLAN
INCENTIVE STOCK OPTION AGREEMENT
FOR
EMPLOYEE
This Incentive Stock Option Agreement evidences the
grant of an Incentive Stock Option (“Option”) to {NAME}
(the “Participant”) pursuant to Article VI of the
Carbiz Inc. 2007 Incentive Stock Plan (the “Plan”).
This Agreement also describes the terms and conditions of the
Option evidenced by this Agreement.
| 1. |
Grant of Options . In consideration of
the services rendered to Carbiz Inc. (the “Company”)
and/or its Subsidiaries by the Participant as an Employee of the
Company or a Subsidiary, the Company hereby grants to the
Participant an Option to purchase all or any part of a total of
{NUMBER} Shares of the Company at a price of ${PRICE} per Share
(“Option Price”). This Option is granted as of {DATE 1}
(“Award Date”). This Option is granted pursuant to the
Plan and is subject to the terms thereof.
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| 2. |
Term .
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(a) |
Normal Term . The term of this Option is
{TERM YEARS} years, until {DATE 2}; provided, however, that this
Option may be terminated earlier as provided below.
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(b) |
Early Termination . This Option will
terminate upon any of the following events:
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(i) |
Death . This Option will terminate one
year after the death of the Participant if the Participant dies
while employed by the Company or one of its Subsidiaries.
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(ii) |
Disability . This Option will terminate
one year after the Participant’s employment with the Company
or one of its Subsidiaries terminates on account of the
Participant’s disability within the meaning of Section
22(e)(3) of the Code (“Disability”).
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(iii) |
Retirement . This Option will terminate
one year after the Participant’s retirement from employment
with the Company or one of its Subsidiaries in accordance with any
applicable Company policy on mandatory or permissive, early or
normal retirement as in effect at the date of such retirement
(“Retirement”).
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(iv) |
Other Cessation of Company Service .
Except as provided in the preceding provisions of this Paragraph
2(b), (1) this Option will terminate on the date the
Participant’s Company Service (as defined in Paragraph 7) (A)
ceases at the Company’s or a Subsidiary’s instigation
for “cause,” or (B) is terminated by the Participant
for any reason other than death, disability or retirement, and (2)
this Option will terminate three months after the date the
Participant’s Company Service ceases at the Company’s
or a Subsidiary’s instigation for reasons other than for
“cause.” For purposes of this paragraph
“cause” shall mean continued neglect of duty, willful
and material misconduct in connection with the performance of the
Participant’s duties and obligations, and any other conduct
of the Participant involving moral turpitude, commission of a crime
or habitual drunkenness or drug abuse, that would make retention of
the Participant in his position with his employer prejudicial to
its best interests.
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| 3. |
Exercise .
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(a) |
Exercisability . This Option is first
exercisable, in whole or in part, on and after the applicable time
provided below:
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(i) |
Subject to earlier exercisability as provided in
(ii) below, this Option shall become exercisable as follows: (1)
20% of the total number of Shares awarded under this Agreement
shall be first exercisable on the first anniversary of the Award
Date, (2) the second 20% of the total number of Shares awarded
under this Agreement shall be first exercisable on the second
anniversary of the Award Date, (3) the third 20% of the total
number of Shares awarded under this Agreement shall be first
exercisable on the third anniversary of the Award Date, (4) the
fourth 20% of the total number of Shares awarded under this
Agreement shall be first exercisable on the fourth anniversary of
the Award Date, and (5) the fifth 20% of the total number of Shares
awarded under this Agreement shall be first exercisable on the
fifth anniversary of the Award Date.
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(ii) |
If a Change in Control occurs after the Award
Date, before the expiration date of this Option and during the
continuation of the Participant’s Company Service (as defined
in Paragraph 7), this Option may first be exercised (to the extent
not already exercisable), in whole or in part, after the date such
Change in Control occurs.
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(b) |
By Whom Exercisable . During the
Participant’s lifetime, only the Participant may exercise
this Option. If the Participant dies prior to the expiration date
of this Option, without having exercised this Option as to all of
the Shares covered thereby, this Option may be exercised, to the
extent of the Shares with respect to which this Option could have
been exercised on the date of the Participant’s death, by the
estate or a person who acquired the right to exercise this Option
by bequest or inheritance from, or by reason of the death of, the
Participant.
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(c) |
Exercise . This Option shall be exercised
by delivery on any business day to the Company of a Notice of
Exercise in the form attached to this Agreement accompanied by
payment of the Option Price as provided in Paragraph 4 and payment
in full, to the extent required by Paragraph 12, of the amount of
any tax the Company is required to withhold as a result of such
exercise.
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| 4. |
Payment of Option Price . The Option
Price will be payable in full upon exercise of this Option to
purchase Shares, and such Option Price must be paid in cash or
certified check or wire transfer or by a combination of the
foregoing.
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| 5. |
Transferability . This Option may not be
transferred by the Participant except by will or by the laws of
descent and distribution.
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| 6. |
Forfeiture . This Option shall be
forfeited to the extent it is not exercisable at the time of the
Participant’s cessation of Company Service (as defined in
Paragraph 7).
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| 7. |
Company Service .
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(a) |
For purposes hereof,
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