|
Exhibit
10.3
FORM OF
EMPLOYEE
ISO
INCENTIVE
STOCK OPTION
AGREEMENT
UNDER THE
JUPITERMEDIA
CORPORATION
1999 STOCK INCENTIVE
PLAN
THIS AGREEMENT, made on the
grant date (the Effective Date) by and between Jupitermedia
Corporation, a Delaware corporation (the “Company”),
and you (the “Holder”)
W I T
N E S S E T H
:
WHEREAS, the Holder is now
employed by, or consultant to the Company and the Company desires
to have Holder remain in such capacity and to afford Holder the
opportunity to acquire, or enlarge, Holder’s ownership of the
Company’s Common Stock, par value $.01 per share
(“Stock”), so that Holder may have a direct proprietary
interest in the Company’s success;
WHEREAS, all capitalized
terms not otherwise defined herein shall have the same meaning as
set forth in Company’s 1999 Stock Incentive Plan (the
“Plan”);
NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, the
parties hereto hereby agree as follows:
1. Grant of Option
. Subject to the terms and conditions set forth herein and in
the Plan, the Company hereby grants to the Holder, during the
period commencing on the Effective Date and ending on the date that
is five years from the Effective Date (the “Option
Period”), the right and option (the right to purchase any one
share of Stock hereunder being an “Option”) to purchase
from the Company, the aggregate number of shares of Stock, at the
grant price, as specified in your notice of grant award provided by
Merrill Lynch to you, which you may access through the Merrill
Lynch Benefits Online website (“Notice of Grant
Award”).
2. Limitations on
Exercise of Option . Subject to the terms and conditions
set forth herein, the Options shall vest and become exercisable in
accordance with the schedule set forth in the Notice of Grant
Award.
Notwithstanding anything to the contrary
in this Section 2, in the event of a Change in Control, as
defined in the Plan, all outstanding Options shall vest and become
immediately exercisable.
3. Termination of
Employment . (a) If prior to the end of the Option
Period, the Holder shall undergo a Normal Termination, the Option
shall expire on the earlier of the last day of the Option Period or
the date that is three months after the date of such Normal
Termination. In such event, the Option shall remain exercisable by
the Holder until its expiration, but only to the extent the Option
was vested and exercisable at the time of such Normal
Termination.
(b) If the Holder dies prior
to the end of the Option Period and while still in the employ or
service of the Company or a Subsidiary, or within three months of
Normal Termination, the Option shall expire on the earlier of the
last day of the Option Period or the date that is twelve months
after the date of death of the Holder. In such event, the Option
shall remain exercisable by the person or persons to whom the
Holder’s rights under the Option pass by will or the
applicable laws of descent and distribution until its expiration,
but only to the extent the Option was vested and exercisable by the
Holder at the time of death.
(c) If the Holder ceases
employment or service with the Company and all Subsidiaries for
reasons other than Normal Termination or death, the Option shall
expire immediately upon such cessation of employment or
service.
(d) For purposes of this
Agreement, “Normal Termination” means termination of
employment or service with the Company and all
Subsidiaries:
| |
(i) |
Upon retirement pursuant to the retirement plan of the Company
or a Subsidiary, as may be applicable at the time to the
Participant in question; |
| |
(ii) |
On account of Disability; |
| |
(iii) |
With the written approval of the Committee; or |
| |
(iv) |
By the Company or a Subsidiary without Cause. |
(e) For the purposes of this
Agreement, “Cause” means the Company or a Subsidiary
having cause to terminate a Holder’s employment or service
under any existing employment, consulting or any other agreement
between the Holder and the Company or a Subsidiary. In the absence
of any such an employment, consulting or other agreement, a Holder
shall be deemed to have been terminated for Cause if the Committee
determines that Holder’s termination of employment with the
Company or a Subsidiary is on account of (A) incompetence,
fraud, personal dishonesty, embezzlement, defalcation or acts of
gross negligence or gross misconduct on the part of Holder in the
course of Holder’s employment or services, (B) a
material breach of Holder’s fiduciary duty of loyalty to the
Company or a Subsidiary, (C) a Holder’s engagement in
conduct that is materially injurious to the Company or a
Subsidiary, (D) a Holder’s conviction by a court of
competent jurisdiction of, or pleading “guilty” or
“no contest” to, (x) a felony, or (y) any
other criminal charge (other than minor traffic violations) which
could reasonably
–2–
be expected to have a material adverse
impact on Company’s or a Subsidiary’s reputation and
standing in the community; (E) public or consistent
drunkenness by a Holder or Holder’s illegal use of narcotics
which is, or could reasonably be expected to become, materially
injurious to the reputation or business of the Company or a
Subsidiary or which impairs, or could reasonably be expected to
impair, the performance of a Holder’s duties to the Company
or a Subsidiary; or (F) willful failure by a Holder to follow
the lawful directions of superior officer or the Board,
representing disloyalty to the goals of the Company or a
Subsidiary.
(f) Whether employment has
been or could have been terminated for the purposes of this
Agreement, and the reasons therefor, shall be determined by the
Committee, whose determination shall be final, binding and
conclusive.
(g) After the expiration of
any exercise period described in either of paragraphs 3(
|