Exhibit 10.1.2
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No.N-
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Number of Shares:
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Date of Grant:
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VITACUBE SYSTEMS HOLDINGS,
INC.
NONQUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT is
made effective as of
,
200 , between
(the “Optionee”) and VITACUBE SYSTEMS HOLDINGS, INC., a
Nevada corporation (the “Company”).
1.
Grant of Option . The Company, pursuant to the
VitaCube Systems Holdings, Inc. 2003 Stock Incentive Plan
(“Plan”), a copy of which is attached as Attachment A,
hereby grants to the Optionee, an option (the “Option”)
to purchase from the Company an aggregate of
Common Shares, as such
Common Shares are now constituted, at the purchase price of $
per share (the “Option
Price”). Such Option is intended to be a Nonqualified
Stock Option as defined in the Plan. The provisions of the
Plan governing the terms and conditions of Nonqualified Stock
Options are incorporated in full by this reference. Certain
capitalized terms used in this Agreement and not defined herein
will have the meaning set forth in the Plan.
2.
Termination . Unless terminated earlier as provided
herein or in the Plan, the Option will terminate and be of no force
or effect after 5:00 p.m. Mountain Time on
,
(the “Expiration
Date”).
3.
Exercise of Option .
3.1
Subject to the provisions of the Plan and as provided herein
regarding termination of the Option, this Option will vest and be
exercisable in increments as follows:
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Number
of
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Date
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Common
Shares Vested
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3.2
Notwithstanding the above, in the event of a Change in Control, the
Option will earlier vest and be exercisable as provided in the
Plan.
3.3
Optionee may exercise this Option only with respect to whole
shares.
4.
Method of Exercise . The Option evidenced hereby
is exercisable by delivery to and receipt by the Company of (a) a
written notice of election to exercise (“Exercise
Notice”),
substantially in the
form set forth in Attachment B hereto, specifying the number of
Common Shares to be purchased; (b) payment of the Option Price in
full for the number of Common Shares specified in the Exercise
Notice; and (c) this Agreement for endorsement of exercise by the
Company on Schedule I hereof.
5.
Payment of Purchase Price . The Option Price is
payable in cash or certified check payable to the order of the
Company. Upon the prior written consent of the Committee, the
Option Price may be paid by any other means authorized under the
Plan.
6.
Early Termination . The right to exercise this
Option is subject to the following additional limitations:
6.1
This Option will terminate immediately with respect to any Common
Shares for which this Option has not been exercised upon the
occurrence of the following events:
(a)
The termination of Optionee’s employment or service as a
director or consultant with the Company For Cause.
(b)
A breach by Optionee of any confidentiality, noncompetition, or
nonsolicitation covenant contained in any employment agreement or
any other agreement executed by the Optionee for the benefit of the
Company.
(c)
The consummation of a Change in Control, unless the agreement
governing the Change in Control provides otherwise.
(d)
The dissolution or liquidation of the Company other than in
connection with a Change in Control.
6.2
If the Optionee’s employment or service as a director or
consultant with the Company is terminated other than For Cause,
including termination because of Optionee’s death or
disability, this Option will be exercisable, to the extent it was
exercisable on the date Optionee’s employment or service
terminated, for a period of three months following such termination
of employment or service. Upon the expiration of the
three-month exercise period, or, if earlier, upon the Expiration
Date of this Option, the Option will terminate and cease to be
outstanding for any Common Shares for which this Option has not
been exercised.
7.
Transferability of Option .
7.1
During the lifetime of the Optionee, the Option may be exercised
only by the Optionee and may not be assigned or transferred except
that upon prior written consent of the Board, and subject to any
condition associated with such consent, the Option may be assigned
or transferred (a) by gift to the Optionee’s “immediate
family,” as that term is defined in Rule 16a-1(e) of the
Exchange Act, (b) to an inter vivos or testamentary trust in
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