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Exhibit
10.2
Option No.:
INVENDA
CORPORATION
2007 STOCK INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
Invenda Corporation, a Delaware
corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.01 par value, (the
“Stock”) to the optionee named below. The terms and
conditions of the option are set forth in this cover sheet, in the
attachment, and in the Company’s 2007 Stock Incentive Plan
(the “Plan”).
Grant Date:
,
Name of Optionee:
Optionee’s Employee Identification
Number:
-
-
Number of Shares Covered by Option:
Option Price per Share: $
.
(At least 100% of Fair Market
Value)
Vesting Start Date:
,
By signing this cover
sheet, you agree to all of the terms and conditions described in
the attached Agreement and in the Plan, a copy of which is also
attached. You acknowledge that you have carefully reviewed the
Plan, and agree that the Plan will control in the event any
provision of this Agreement should appear to be
inconsistent.
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| Optionee: |
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(Signature) |
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| Company: |
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(Signature) |
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Title: |
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Attachment
This is not a stock certificate or a
negotiable instrument.
INVENDA
CORPORATION
2007 STOCK INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
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Incentive Stock Option
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This option is intended to be
an incentive stock option under Section 422 of the Internal
Revenue Code and will be interpreted accordingly. If you cease to
be an employee of the Company, its parent or a subsidiary
(“Employee”) but continue to provide Service, this
option will be deemed a nonstatutory stock option three months
after you cease to be an Employee. In addition, to the extent that
all or part of this option exceeds the $100,000 rule of section
422(d) of the Internal Revenue Code, this option or the lesser
excess part will be deemed to be a nonstatutory stock
option.
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Vesting
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This option is only
exercisable before it expires and then only with respect to the
vested portion of the option. Subject to the preceding sentence,
you may exercise this option, in whole or in part, to purchase a
whole number of vested shares not less than 100 shares, unless the
number of shares purchased is the total number available for
purchase under the option, by following the procedures set forth in
the Plan and below in this Agreement.
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Your right to purchase shares
of Stock under this option vests as to one-fourth (1/4) of the
total number of shares covered by this option, as shown on the
cover sheet, on the one-year anniversary of the Vesting Start Date,
and each yearly anniversary of the Vesting Start Date for the three
years thereafter, provided you then continue in Service.
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No additional shares of Stock
will vest after your Service has terminated for any
reason.
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Term
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Your option will expire in
any event at the close of business at Company headquarters on the
day before the 10th anniversary of the Grant Date, as shown on the
cover sheet. Your option will expire earlier if your Service
terminates, as described below.
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Regular
Termination
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If your Service terminates
for any reason, other than death, Disability or Cause, then your
option will expire at the close of business at Company headquarters
on the 90th day after your termination date.
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Termination for
Cause
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If your Service is terminated
for Cause, then you shall immediately forfeit all rights to your
option and the option shall immediately expire.
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Death
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If your Service terminates
because of your death, then your option will expire at the close of
business at Company headquarters on the date twelve
(12) months after the date of death. During that twelve month
period, your estate or heirs may exercise the vested portion of
your option.
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In addition, if you die
during the 90-day period described in connection with a regular
termination (i.e., a termination of your Service not on account of
your death, Disability or Cause), and a vested portion of your
option has not yet been exercised, then your option will instead
expire on the date twelve (12) months after your termination
date. In such a case, during the period following your death up to
the date twelve (12) months after your termination date, your
estate
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or heirs may exercise the
vested portion of your option.
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Disability
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If your Service terminates
because of your Disability, then your option will expire at the
close of business at Company headquarters on the date twelve
(12) months after your termination date.
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Leaves of Absence
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For purposes of this option,
your Service does not terminate when you go on a bona fide
employee leave of absence that was approved by the Company in
writing, if the terms of the leave provide for continued Service
crediting, or when continued Service crediting is required by
applicable law. However, your Service will be treated as
terminating 90 days after you went on employee leave, unless your
right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the approved
leave ends unless you immediately return to active employee
work.
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The Company determines, in
its sole discretion, which leaves count for this purpose, and when
your Service terminates for all purposes under the Plan.
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