THE 2007 EQUITY PARTICIPATION PLAN OF IDCENTRIX, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.1   THE 2007 EQUITY PARTICIPATION PLAN OF IDCENTRIX, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
  Non-Qualified Stock Option Agreement (this “Agreement”), dated as of __________________ (“Date of Grant”), between iDcentrix, Inc. (“iDcentrix”) and ________________ (the “Participant”).   BACKGROUND   Pursuant to the terms of The 2007 Equity Participation Plan of iDcentrix, Inc., as amended (the “Plan”), iDcentrix desires to (a) provide an incentive to the Participant, (b) encourage the Participant to contribute materially to the growth of iDcentrix and its subsidiaries (collectively, the “Company”) and (c) more closely align the Participant’s economic interests with those of iDcentrix stockholders by means of a Non-Qualified Stock Option Award.  Whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in this Agreement or, if not defined in this Agreement, as set forth in the Plan.   The Plan allows the Company to provide rewards and incentives to certain employees of the Company by, among other things, granting them opportunities to purchase shares of Common Stock.  The Board or the Committee has determined that it would be in the best interest of the Company and its stockholders to grant the Options to the Participant under the Plan.   In consideration of the covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the Participant and iDcentrix hereby agree as follows:   ARTICLE 1   GRANT OF OPTIONS   1.1           Grant of Options.  The Participant is hereby granted Non-Qualified Stock Options representing the right to purchase __________ shares of Common Stock subject to the restrictions and conditions set forth in this Agreement.  References in this Agreement to “Option” and “Options” mean the options granted hereby, individually and in the aggregate.   1.2           Option Price.  The price per share of the shares of Common Stock subject to the Option is $________ (the “Option Price”), which is the same as the Fair Market Value of a share of Common Stock on the Date of Grant.   1.3           Grant Information.  The Options have been granted under the Plan.  The Board or the Committee authorized the grant of the Options on the Date of Grant.  
   

    ARTICLE 2   EXERCISABILITY OF OPTIONS   All of the Options are unvested on the Date of Grant.  Options shall vest upon, but only upon, the events described in Section 2.1, unless vesting is accelerated pursuant to Sections 2.2 or 2.3 or terminated pursuant to Section 2.5.  Vested Options shall be exercisable as described in Sections 2.4 and Article 3, in each case subject to limitations set forth in Article 4.  All Options shall be non-transferable as set forth in Section 5.2.  All shares of Common Stock issued upon exercise of Options shall be transferable, although:   (a)           transferability may be subject to pre-clearance, blackout, registration and other requirements and restrictions under the Company’s insider trading and other compliance policies and procedures; and   (b)           transfers by executive officers should be reviewed in advance to determine if there would be any potential liability for short-swing profits under Section 16(b) of the Exchange Act.   2.1           Time Vesting.  If not sooner vested pursuant to Section 2.2 or 2.3 and unless previously forfeited pursuant to Section 2.5, all of the Options shall vest based on the passage of time according to the following vesting schedule:  

  If an Option in respect of a partial share of Common Stock would vest on any date, the total number of Options vesting on such date shall be rounded up to the nearest whole share of Common Stock, calculated on a cumulative basis.   2.2           Accelerated Vesting.  If not sooner vested and exercisable, and unless previously cancelled pursuant to Section 2.5 or 4.2, all of the Options shall vest and become immediately exercisable upon a termination of the Participant’s employment by the Company without Cause (as defined in Section 5.1) within one year following a Corporate Transaction.   2.3           Discretionary Vesting and Exercisability.  The Committee may accelerate the vesting of any or all of the Options at any time and for any reason.  
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2.4           Exercise; Restriction on Exercise.  No unvested Options shall be exercisable.  All vested Options shall become exercisable at the time they first vest and shall cease to be exercisable at the time they expire and are forfeited as provided in Section 2.5 or Article 4.   2.5           Effect of Termination of Employment on Vesting; Expiration of Unvested Options.  All unvested Options expire and are forfeited upon the earliest to occur of:   (i)           the time of notification of the termination of the Participant’s employment by the Company for Cause;   (ii)           termination of the Participant’s employment for any reason other than Cause; and   (iii)           expiration as provided in Section 4.1.   2.6           Corporate Transaction.  Except as otherwise provided in this Agreement, the effect of a Corporate Transaction on the Participant’s Option is subject to Section 9.3 of the Plan.   ARTICLE 3   EXERCISE OF OPTIONS   3.1           Person Who Can Exercise.  Exercisable Options may only be exercised by the Participant, except that (i) in the event of the Disability (as defined in Section 5.1) of the Participant, those Options may be exercised by the Participant’s legal guardian or legal representative, and (ii) in the event of death, those Options may be exercised by the executor or administrator of the Participant’s estate or the person or persons to whom the Participant’s rights under those Options pass by will or the laws of descent and distribution.   3.2           Procedure for Exercise.  Exercisable Options may be exercised in whole or in part with respect to any porti