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<PAGE>
Exhibit 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
V*I CHIP CORPORATION
AMENDED 2007 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee: ___________________ Option Number:
_________________________
No. of Option Shares: _______________ Plan:
__________________________________
Option Exercise Price per Share: ____ ID:
____________________________________
Grant Date: _________________________
Pursuant to the V*I Chip Corporation Amended 2007 Stock Option
and
Incentive Plan, as amended through the date hereof (the "Plan"),
V*I Chip
Corporation (the "Company") hereby grants to the Optionee named
above an option
(the "Stock Option") to purchase on or prior to the Expiration
Date specified
above all or part of the number of shares of Common Stock, par
value $.01 per
share (the "Stock"), of the Company at the Option Exercise Price
per Share
specified above subject to the terms and conditions set forth
herein and in the
Plan.
1. Exercisability Schedule. No portion of this Stock Option may
be
exercised until such portion shall have become exercisable.
Except as set forth
below, and subject to the discretion of the Administrator (as
defined in Section
2 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock
Option shall be exercisable with respect to the following number
of Option
Shares on the dates indicated:
<TABLE>
<CAPTION>
Number of
Option Shares Exercisable Exercisability Date Expiration
Date
------------------------- -------------------
---------------
<S> <C> <C>
</TABLE>
Once exercisable, this Stock Option shall continue to be
exercisable at any
time or times prior to the close of business on the Expiration
Date, subject to
the provisions hereof and the Plan.
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2. Manner of Exercise.
(a) The Optionee may exercise this Stock Option only in the
following
manner: from time to time on or prior to the Expiration Date of
this Stock
Option, the Optionee may give written notice to the
Administrator of his or her
election to purchase some or all of the Option Shares
purchasable at the time of
such notice. This notice shall specify the number of Option
Shares to be
purchased.
Payment of the purchase price for the Option Shares may be made
by one or
more of the following methods: (i) in cash, by certified or bank
check or other
instrument acceptable to the Administrator; or (ii) through the
delivery (or
attestation to the ownership) of shares of Stock that have been
beneficially
owned by the Optionee for at least six months and are not then
subject to any
restrictions under any Company plan; or (iii) a combination of
(i) and (ii)
above. Payment instruments will be received subject to
collection.
The delivery of certificates representing the Option Shares will
be
contingent upon the Company's receipt from the Optionee of full
payment for the
Option Sh
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