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Exhibit 10.8
Option No.:
ARCA DISCOVERY, INC.
2004 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
ARCA Discovery, Inc., a Delaware corporation (the "
Company "), hereby grants an option (the " Option ")
to purchase shares of its common stock, $0.001 par value, (the "
Stock ") to the optionee named below. The terms and
conditions of the Option are set forth in this Incentive Stock
Option Agreement, consisting of this cover sheet and the attached
terms (the "Option Agreement") and in the Company’s 2004
Stock Incentive Plan (the " Plan "). Capitalized terms not
defined in the Option Agreement are as defined in the Plan.
Grant Date:
, 200
Name of Optionee:
Optionee’s Social Security Number:
-
-
Number of Shares Covered by Option:
Option Price per Share: $
. (At
least 100% of Fair Market Value)
Vesting Start Date:
,
By signing this cover sheet, you agree to all of the terms
and conditions described in the Option Agreement (including the
attached terms) and in the Plan, a copy of which is also attached.
You acknowledge that you have carefully reviewed the Plan, and
agree that the Plan will control in the event any provision of this
Option Agreement should appear to be inconsistent.
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Optionee:
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(Signature)
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Company:
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By:
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(Signature)
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Title:
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Attachment
This is not a stock certificate or a
negotiable instrument
ARCA DISCOVERY,
INC.
2004 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
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Incentive Stock Option
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This Option applies to the number of shares of
Stock set forth on the cover sheet of this Option Agreement (the "
Option Shares "), and gives you certain rights, as set forth
herein, to purchase the Option Shares, at a price per share equal
to the Option price set forth on the cover sheet. This Option is
intended to be an incentive stock option under Section 422 of the
Internal Revenue Code and will be interpreted accordingly. If you
cease to be an employee of the Company, its parent or a subsidiary
(" Employee ") but continue to provide Service, this Option
will be deemed a nonstatutory stock option ninety (90) days after
you cease to be an Employee. In addition, to the extent that all or
part of this Option exceeds the $100,000 rule of section 422(d) of
the Internal Revenue Code, this Option or the lesser excess part
will be deemed to be a nonstatutory stock option.
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Vesting
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This Option is only exercisable before it expires
and then only with respect to the vested portion of the Option.
Subject to the preceding sentence, you may exercise this Option, in
whole or in part, to purchase a whole number of vested shares not
less than one hundred (100) shares (unless the total number of
vested shares under the Option is less than 100 shares, in which
case you may purchase such total) by following the procedures set
forth in the Plan and below in this Option Agreement.
Your right to purchase the Option Shares vests as follows:
twenty-five percent (25%) vests one year after Vesting Start Date
and 6.25% vests at the end of each three (3) month period
thereafter. The resulting aggregate number of vested shares will be
rounded to the nearest whole number, and you cannot vest in more
than the number of Option Shares.
Notwithstanding the foregoing vesting schedule,
if a Change of Control (as defined in the Plan) occurs prior to
expiration of this Option and at a time when you remain in Service
as an Employee, then fifty percent (50%) of your unvested Option
Shares shall become fully and immediately vested upon the closing
date of such Change of Control (to the extent such Option Shares
have not yet then vested), and any remaining unvested Option Shares
shall continue to vest according to the vesting schedule set forth
herein; provided, however, that on the earlier to occur of (i) the
one-year anniversary of the closing date of such Change of Control
and (ii) your Involuntary Termination Date (as defined below), any
Option Shares that remain unvested on such earlier date shall
become fully and immediately vested (provided further, that, in the
case of clause (i), you remain in continuous Service as an Employee
during such one-year period).
You will experience an " Involuntary
Termination Date " on your employment termination date if your
Service is terminated by the Company or its successor without Cause
or by you for Good Reason. For purposes of this Option Agreement, "
Cause " means that you have committed or engaged in: (i)
willful misconduct, gross negligence, theft, fraud, or other
illegal or dishonest conduct,
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any of which are considered to be materially
harmful to the Company; (ii) refusal, unwillingness, failure, or
inability to perform material job duties or habitual absenteeism;
or (iii) violation of fiduciary duty, violation of any duty of
loyalty, or material breach of any material term of any contract
between you and the Company; and, " Good Reason " means (i)
the relocation of your normal principal place of work greater than
thirty (30) miles from your then current normal work location; (ii)
a decrease in your then current base salary of more than fifteen
percent (15%), other than any such decrease resulting from a
general reduction by the Company in the base salary of all
similarly situated employees; or (iii) the Company unilaterally
makes significant detrimental reductions in your job
responsibilities; provided, that you shall give written notice to
the Chairman of the Company’s Board of Directors setting
forth your intent to resign for Good Reason and the facts in
support of your claim that Good Reason exists; and the Company
shall have twenty (20) days after the applicable party has received
such notice to take such actions, if any, as the Company may deem
appropriate to eliminate such claimed Good Reason (without thereby
admitting that such Good Reason had occurred). If the Company so
acts to eliminate such claimed Good Reason, then you shall not be
deemed to be resigning for Good Reason under such facts.
No additional Option Shares will vest after your
Service has terminated for any reason. As described below, in
certain cases this Option will expire after your Service, and the
vesting of this Option has already terminated.
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Term
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This Option will expire in any event at the close
of business at Company headquarters on the day before the tenth
(10 th )
anniversary of the Grant Date, as shown on the cover sheet. This
Option will expire earlier if your Service terminates, as described
below.
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Regular Termination
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If your Service terminates for any reason, other
than death, Disability or Cause, then this Option will expire at
the close of business at Company headquarters on the ninetieth
(90 th ) day
after your termination date.
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Termination for Cause
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If your Service is terminated for Cause, then you
shall immediately forfeit all rights to this Option and the Option,
including any vested portion, shall immediately expire.
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Death
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If your Service terminates because of your death,
then this Option will expire at the close of business at Company
headquarters on the date twelve (12) months after the date of
death. During that twelve (12) month period, your estate or heirs
may exercise the vested portion of this Option.
In addition, if you die during the ninety (90) day period
described in connection with a regular termination (i.e., a
termination of your Service not on account of your death,
Disability or Cause), and a vested portion of this Option has not
yet been exercised, then this Option will instead expire on the
date twelve (12) months after your termination date. In such a
case, during the period following your death up to the date twelve
(12) months after your termination date, your estate or heirs may
exercise the vested portion of this Option.
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Disability
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If your Service terminates because of your
Disability, then this Option will
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expire at the close of business at Company
headquarters on the date twelve (12) months after your termination
date.
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Leaves of Absence
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For purposes of this Option, your Service does
not terminate when you go on a bona fide employee leave of
absence that was approved by the Company in writing, if the terms
of the leave provide for continued Service crediting, or when
continued Service crediting is required by applicable law. However,
your Service will be treated as terminating ninety (90) days after
you went on employee leave, unless your right to return to active
work is guaranteed by law or by a contract. Your Service terminates
in any event when the approved leave ends unless you immediately
return to active employee work.
The Company determines, in its sole discretion,
which leaves count for this purpose, and when your Service
terminates for all purposes under the Plan.
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Notice of
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