COMMUNICATE.COM,
INC.
Incentive
Stock Option Agreement
Granted under the 2007
Stock
Incentive Plan
1.
Grant of Option .
This
agreement evidences the grant by Communicate.com, Inc., a
Nevada corporation (the “Company”), effective on
May 22, 2008 (the “Grant Date” or the
“Effective Date”) to Brian Collins, an employee of
the Company (the “Participant”), of an option to
purchase, in whole or in part, on the terms set forth herein
and in the Company’s 2007 Stock Incentive Plan (the
“Plan”) and the employee’s Employment
Agreement dated March 25, 2008 (the “Employment
Agreement”), a total of 50,000 shares (the
“Shares”) of common stock, $0.001 par value
per share, of the Company (“Common Stock”) at a
price per share equal to the market closing price of the
Common Stock on the Effective Date. Unless earlier
terminated, this option shall expire at 5:00 p.m., Pacific
time, on the date that is the fifth anniversary of the
Effective Date (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”). Should the grant for any
reason not be or become eligible to be treated as an incentive
stock option under U.S. or Canadian law, it shall be deemed a
non-qualified stock option under U.S. or Canadian
law. 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.
2.
Vesting Schedule .
This
option will become exercisable (“vest”) as to (i)
33.333% of the Shares on the first anniversary
of the Effective Date and (ii) an additional 8.333 % of the
Shares on the last day of each successive three-month period
thereafter, until all such Shares have vested.
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 hereunder or under the
Plan.
3.
Exercise of Option .
(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 in the manner provided in the
Plan. The Participant may purchase less than the number
of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than one
hundred whole shares.
(b)
Continuous Relationship with the Company Required
. Except as otherwise provided in this Section 3,
this option may not be exercised unless the Participant, at the
time he or she exercises this option, is, and has been at all times
since the Grant Date, an employee or officer of, or consultant or
advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an “Eligible
Participant”).
(c)
Termination of Relationship with the Company .
(1)
If
the Participant ceases to be an Eligible Participant for any
reason, except as for Termination for Just Cause (as provided
herein), Termination without Just Cause (as provided herein), or
Upon Death or Disability (as provided in paragraphs (d)
below), then the right to exercise this option shall terminate
thirty (30) days after such cessation (but in no event after the
Final Exercise Date), provided
that this
option shall be exercisable only to the extent that the Participant
was entitled to exercise this option on the date of such
cessation.
(2)
If
the Participant, prior to the Final Exercise Date, is Terminated
without Cause (as set forth in the Employment Agreement), the
Participant shall retain all vested shares of the option and fifty
percent (50%) of the unvested shares of the option as of the date
of termination subject to the provisions of Section 3.4 of the
Employment Agreement.
(3)
If
the Participant, prior to the Final Exercise Date, is terminated
for Just Cause (as set forth in the Employment Agreement), violates
the provisions of any employment contract, or violates any
confidentiality and nondisclosure agreement or other agreement
between the Participant and the Company, the right to exercise this
option shall terminate immediately without further notice and
obligation to the Participant.
(d)
Exercise Period Upon Death or Disability . If the
Participant dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the Final Exercise Date
while he or she is an Eligible Participant and the Company has not
terminated such relationship for “Just Cause” as
specified in paragraph (c) above, this option shall be exercisable,
within the period of two months following the date of death or
disability of the Participant, by the Participant (or in the case
of death by an authorized transferee), provided
that this
option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or
disability, and further provided that this option shall not be
exercisable after the Final Exercise Date.
4.
Company Right of First Refusal .
(a)
Notice of Proposed Transfer . If the Participant
proposes to sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by op
