CARBIZ INC.
2007 INCENTIVE STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
This Non-Qualified Stock Option Agreement
evidences the grant of a Non-Qualified 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 a member of the Board
of Directors 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 on the date the Participant’s Board Service (as
defined in Paragraph 7) ceases; provided, however, that, to the
extent this Option is exercisable or becomes exercisable upon
cessation of the Participant’s Board Service, this Option
will remain exercisable until {DATE 2}.
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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) or (iii) 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 Board 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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(iii) |
If the Participant’s Board Service (as
defined in Paragraph 7) ceases as a result of the
Participant’s retirement from Board Service in accordance
with any applicable Company policy on mandatory or permissive,
early or normal retirement as in effect at the date of such
retirement,
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death, or total and
permanent disability (within the meaning of Section 22(e)(3) of the
Code), this Option may first be exercised (to the extent not
already exercisable), in whole or in part, on the date of such
cessation of the Participant’s Board Service (as defined in
Paragraph 7).
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(b) |
By Whom Exercisable . During the
Participant’s lifetime, this Option may be exercised only by
the Participant or, where this Option has been transferred to a
family member, family trust, or family partnership pursuant to
Paragraph 5, the family member, the trustee of the family trust, or
the general partner of the family partnership. To the extent this
Option has not been transferred to a family member, family trust,
or family partnership pursuant to Paragraph 5, 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 for
which rights have not been transferred, this Option may be
exercised, to the extent of the Shares with respect to which this
Option could have been exercised by the Participant immediately
prior to his or her death, by the estate or a person who acquired
the right to exercise this Option (or untransferred portion
thereof) by bequest or inheritance from, or by reason of the death
of, the Participant. To the extent this Option has been transferred
to a family member pursuant to Paragraph 5 and the transferee
family member dies prior to the expiration date of this Option
without having exercised this Option as to all of the Shares
covered thereby, the transferred portion of this Option may be
exercised, to the extent of the Shares with respect to which this
Option could have been exercised by the family member if such
family member were still living, 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 transferee
family member. To the extent this Option has been transferred to a
family trust or family partnership pursuant to Paragraph 5 and the
family trust or family partnership has terminated or otherwise
distributed this Option to its beneficiaries or partners prior to
the expiration date of this Option without having exercised this
Option as to all of the Shares covered thereby, the transferred
portion of this Option may be exercised, to the extent of the
Shares with respect to which this Option could have been exercised
by the trustee of the family trust or general partner of the family
partnership if the family trust or family partnership were still in
existence, by the person who acquired the right to exercise this
Option by distribution from the family trust or partnership.
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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 or by a transfer, in whole or in part,
without consideration by gift to a member or members of the
Participant’s “immediate family,” as such term is
defined under Exchange Act Rule 16a-l(e), or to a trust for the
benefit solely of a member or members of the Participant’s
immediate family, or to a partnership or other entity whose only
owners are members of the Participant’s family. For purposes
hereof, “family member” means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Participant’s
household (other than a tenant or employee), or a trust in which
these persons have more than fifty percent of the beneficial
interest. No transfer of this Option in whole or in part by gift to
a family member shall be effective until th
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