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CARBIZ INC. 2007 INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR

Option Agreement

CARBIZ INC. 2007 INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR | Document Parties: CARBIZ INC You are currently viewing:
This Option Agreement involves

CARBIZ INC

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Title: CARBIZ INC. 2007 INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR
Governing Law: Florida     Date: 1/25/2007

CARBIZ INC. 2007 INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR, Parties: carbiz inc
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CARBIZ INC.
2007 INCENTIVE STOCK PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR

Granted {DATE 1}

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.


2.

Term .

     
(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.

     
(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}.


3.

Exercise .

       
(a)

Exercisability . This Option is first exercisable, in whole or in part, on and after the applicable time provided below:

       
(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.

       
(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.

       
(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,

- 1 -


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).

  (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.

     
  (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.


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.

   
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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