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INCENTIVE STOCK OPTION AGREEMENT UNDER THE JUPITERMEDIA CORPORATION 1999 STOCK INCENTIVE PLAN

Option Agreement

INCENTIVE 

STOCK OPTION AGREEMENT 

UNDER THE 

JUPITERMEDIA CORPORATION 

1999 STOCK INCENTIVE PLAN | Document Parties: JUPITERMEDIA CORPORATION | Merrill Lynch Benefits Online You are currently viewing:
This Option Agreement involves

JUPITERMEDIA CORPORATION | Merrill Lynch Benefits Online

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Title: INCENTIVE STOCK OPTION AGREEMENT UNDER THE JUPITERMEDIA CORPORATION 1999 STOCK INCENTIVE PLAN
Governing Law: Delaware     Date: 5/12/2008
Industry: Advertising     Sector: Services

INCENTIVE 

STOCK OPTION AGREEMENT 

UNDER THE 

JUPITERMEDIA CORPORATION 

1999 STOCK INCENTIVE PLAN, Parties: jupitermedia corporation , merrill lynch benefits online
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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(


 
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