| COMMUNICATE.COM, INC. |
| |
| Incentive Stock Option Agreement |
| Granted under the 2007 Stock Incentive
Plan |
This agreement
evidences the grant by Communicate.com, Inc., a Nevada corporation
(the “Company”), effective on November 9 th
2007 (the “Grant Date” or the “Effective
Date”) to Mark Melville, 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 November 9
th , 2007 (the “Employment Agreement”), a
total of 1,000,000 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 (as defined in the
Employment Agreement). 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.
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.
(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 . If the Participant ceases to
be an Eligible Participant for any reason, then, except as provided
in paragraphs (d) below, 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.
Notwithstanding the foregoing, if the Participant, prior to the
Final Exercise Date, violates the provisions of any employment
contract, or is terminated for Just Cause (as set forth in the
Employment Agreement), violates any confidentiality and
nondisclosure agreement or other agreement between the Participant
and the Company, the right to exercise this option shall terminate
immediately upon written notice to the Participant from the Company
describing such violation; provided this option shall
terminate immediately without notice upon a discharge for Just
Cause.
(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 .
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(a) Notice of
Proposed Transfer . If the Participant proposes to sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively,
“transfer”) any Shares acquired
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