Exhibit 10.3
FORM OF
EMPLOYEE NQSO
NON-QUALIFIED
STOCK OPTION AGREEMENT
UNDER THE
JUPITERMEDIA CORPORATION
2008 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 the Company or an Affiliate
or
otherwise provides services 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 $0.01
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 2008 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
[____] 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 expiration of the
Option
Period, the Holder's employment with the Employer terminates for
any reason
other than by the Employer for Cause, or by reason of the Holder's
death or
Disability, (i) all vesting with respect to the Options shall
cease, (ii) any
unvested Options shall expire as of the date of such
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termination, and (iii) any vested Options shall remain exercisable
until the
earlier of the expiration of the Option Period or the date that is
ninety (90)
days after the date of such termination. If the Holder dies or
undergoes a
Disability prior to the expiration of the ninety (90) day period
set forth in
this Section 3(a), any vested Options shall instead expire on the
earlier of the
expiration of the Option Period or the date that is twelve (12)
months after the
date of the Holder's termination of employment.
(b)
If prior to the expiration of the Option Period, the Holder's
employment with the Employer terminates by reason of the Holder's
death or
Disability, (i) all vesting with respect to the Options shall
cease, (ii) any
unvested Options shall expire as of the date of such termination,
and (iii) any
vested Options shall expire on the earlier of the expiration of the
Option
Period or the date that is twelve (12) months after the date of the
Holder's
termination of employment.
(c)
If prior to the expiration of the Option Period, the Holder's
employment with the Employer is terminated by the Employer for
Cause, all
Options (whether or not vested) shall immediately expire as of the
date of such
termination.
(d)
After the expiration of any exercise period described in either
of
paragraphs 3(a), 3(b) or 3(c) hereof, the Options shall terminate
together with
all of the Holder's rights hereunder, to the extent not previously
exercised.
4.
Method of Exercising Option. (a) Options which have become
exercisable
may be exercised by delivery of written notice of exercise to the
Committee
accompanied by payment of the exercise price. The exercise price
may be payable
in cash, by bank check (acceptable to the Committee) and/or shares
of Stock
(valued at the Fair Market Value at the time the Option is
exercised), having in
the aggregate a value equal to the aggregate exercise price or, by
any other
means approved by the Committee.
(b)
At the time of exercise, (i) the Company shall have the right
to
withhold from the number of shares of Stock to be issued upon
exercise or (ii)
at the discretion of the Committee, the Holder shall be obligated
to pay to the
Company such amount, as the Company deems necessary to satisfy its
obligation to
withhold Federal, state or local income or other taxes incurred by
reason of the
exercise or the transfer of shares thereupon.
5.
Issuance of Shares. As promptly as practical after receipt of
such
written notification and full payment of such purchase price and
any required
income tax withholding amount, the Company shall
