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Exhibit
10.3
I-MANY,
INC.
Incentive Stock Option
Agreement
Granted Under the 2008
Stock Incentive Plan
This agreement evidences the
grant by I-many, Inc., a Delaware corporation (the
“Company”), on
, 2008 (the “Grant Date”) to [PARTICIPANT] (the
“Participant”) of an option to purchase, in whole or in
part, on the terms provided herein and in the Company’s 2008
Stock Incentive Plan (the “Plan”), a total of
shares (the “Shares”) of common stock, $.0001 par value
per share, of the Company (“Common Stock”) at $
per share. Unless earlier terminated, this option shall expire on
, 201 (the “Final Exercise
Date”).
It is intended that the
option evidenced by this agreement shall be an incentive stock
option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder
(the “Code”). Except as otherwise indicated by the
context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
This option will become
exercisable (“vest”) in installments for not more than
the number of shares set forth opposite such applicable
date:
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June 1, 2007 [example]
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25% of
the Shares |
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September 1, 2007
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an
additional 6.25% of the Shares |
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December 1, 2007
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an
additional 6.25% of the Shares |
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March 1, 2008
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an
additional 6.25% of the Shares |
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June 1, 2008
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an
additional 6.25% of the Shares |
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September 1, 2008
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an
additional 6.25% of the Shares |
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December 1, 2008
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an
additional 6.25% of the Shares |
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March 1, 2009
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an
additional 6.25% of the Shares |
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June 1, 2009
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an
additional 6.25% of the Shares |
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September 1, 2009
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an
additional 6.25% of the Shares |
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December 1, 2009
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an
additional 6.25% of the Shares |
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March 1, 2010
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an
additional 6.25% of the Shares |
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June 1, 2010
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an
additional 6.25% of the Shares |
The right of exercise shall
be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the
Plan.
(a) Form of Exercise.
Each election to exercise this option shall be in writing, signed
by the Participant, and received by the Company at its principal
office, accompanied by this agreement and payment in full. The
Participant may make payment in the following manners:
(1) in cash or by check,
payable to the order of the Company;
(2) by (i) delivery of
an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker
to deliver promptly to the Company cash or a check sufficient to
pay the exercise price and any required tax withholding;
or
(3) by any combination of the
above permitted forms of payment.
The Participant may purchase
less than the number of shares covered he
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