EXHIBIT 10.42.2
BIGSTRING CORPORATION
2006 EQUITY INCENTIVE PLAN
Director Option Agreement
(Nonemployee Directors)
THIS
AGREEMENT (together with Schedule A, attached hereto, this
"Agreement"), effective as of the date specified as the "Grant
Date" on Schedule
A attached hereto, between BIGSTRING CORPORATION, a Delaware
corporation (the
"Corporation"), and the individual identified on Schedule A
attached hereto, a
Nonemployee Director of the Corporation or an Affiliate (the
"Participant").
R E C I T A L S :
- - - - - - - -
In
furtherance of the purposes of the BigString Corporation 2006
Equity
Incentive Plan, as it may be hereafter amended (the "Plan"), the
Corporation and
the Participant hereby agree as follows:
1.
Incorporation of Plan. The rights and duties of the Corporation and
the
Participant under this Agreement shall in all respects be subject
to and
governed by this Agreement and the provisions of the Plan, the
terms of which
are incorporated herein by reference. In the event of any conflict
between the
provisions in this Agreement and those of the Plan, the provisions
of this
Agreement shall govern. Unless otherwise defined herein,
capitalized terms in
this Agreement shall have the same definitions as set forth in the
Plan. A copy
of the Plan has been delivered to the Participant with this
Agreement.
2. Grant
of Nonqualified Option; Term of Nonqualified Option. The
Corporation hereby grants to the Participant pursuant to the Plan,
a
Nonqualified Option (the "Director Option") to purchase _______
shares (the
"Shares") of the Corporation's common stock, par value $.0001 per
share ("Common
Stock"), at the purchase price (the "Option Price") specified on
Schedule A
attached hereto, and subject to such other terms and conditions as
may be stated
herein, in the Plan or on Schedule A. The Participant expressly
acknowledges
that the terms of Schedule A shall be incorporated herein by
reference and shall
constitute part of this Agreement. The Corporation and the
Participant further
acknowledge and agree that the signatures of the Corporation and
the Participant
on the Grant Notice contained in Schedule A shall constitute their
acceptance of
all of the terms of this Agreement and their agreement to be bound
by the terms
of the Plan. Except as otherwise provided in the Plan or this
Agreement, the
Director Option will expire if not exercised in full by the
Expiration Date
specified on Schedule A.
3.
Exercise of Option. Subject to the terms of the Plan and this
Agreement, the Director Option shall become exercisable on the date
or dates,
and subject to such conditions, as are set forth on Schedule A
attached hereto.
To the extent that a portion of the Director Option is or becomes
exercisable
and is not exercised, such portion shall accumulate and be
exercisable by the
Participant in whole or in part at any time prior to expiration of
the Director
Option, subject to the terms of the Plan and this Agreement. The
Participant
expressly acknowledges that the Director Option may vest and be
exercisable only
upon such terms and conditions as are provided in this Agreement
and the Plan.
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To
exercise all or any portion of the Director Option, the
Participant
must provide to the Corporation (a) written notice of such
exercise, which is to
include the number of shares of the Corporation's Common Stock to
be purchased
upon such exercise (the "Exercise Notice"), and (b) payment of the
Option Price
as provided below. The Exercise Notice is to be delivered to the
Corporation, at
the following address:
BigString Corporation
3 Harding Road, Suite F
Red Bank, New Jersey 07701
Attn: _______________
_______________
Upon the
exercise of the Director Option in whole or in part and payment
of the Option Price in accordance with the provisions of the Plan
and this
Agreement, the Corporation shall, as soon thereafter as
practicable, deliver to
the Participant a certificate or certificates for the Shares
purchased. Payment
of the Option Price may be made in cash or by cash equivalent.
However, where
permitted by applicable law and approved by the Administrator,
payment may also
be made (i) by delivery (by either actual delivery or attestation)
of shares of
Common Stock owned by the Participant at the time of exercise; (ii)
by shares of
Common Stock withheld upon exercise; (iii) by such other payment
methods as may
be approved by the Administrator and which are acceptable under
applicable law;
or (iv) by any combination of the foregoing methods. Shares
delivered or
withheld in payment of the Option Price shall be valued at their
Fair Market
Value on the date of exercise, as determined by the Administrator
by applying
the provisions of the Plan.
4. No
Right of Service. Neither the Plan, this Agreement nor any
other
action related to the Plan shall confer upon the Participant any
right to
continue as a member of the Board of Directors of the Corporation
or interfere
with the right of the Corporation to terminate the Participant's
service as a
Director at any time.
5.
Termination of Directorship. Unless the Administrator
determines
otherwise, if the Participant ceases to serve as a member of the
Corporation's
Board of Directors for any reason other than Cause, the Director
Option will
fully vest and may be exercised until the earlier of (i) the one
year
anniversary of the date the Participant ceased serving as a
Director of the
Corporation, and (ii) the close of the Option Period. If the
Participant is
removed from the Board of Directors of the Corporation for Cause,
the Director
Option shall lapse and no longer be exercisable as of the
Participant's
Termination Date, as determined by the Administrator.
6.
Nontransferability of Director Option. The Director Option shall
not be
transferable (including by sale, assignment, pledge or
hypothecation) other than
by will or the laws of intestate succession, except as may be
permitted by the
Administrator. Except as may be permitted by the preceding
sentence, a Director
Option shall be exercisable during the Participant's lifetime only
by him or her
or by his or her guardian or legal representative. The designation
of a
beneficiary in accordance with Section 19(g) does not
