Exhibit 10.3
DIRECTOR STOCK OPTION AGREEMENT
FOR 2009 STOCK INCENTIVE PLAN
iParty
Corp.
Employer ID:
76-0547750
270 Bridge
Street, Suite 301
Dedham,
Massachusetts 02026
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«FirstName» «MiddleName»
«LastName»
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«Street
Address»
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«City», «State»
«Zip»
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You have been
granted an option to purchase iParty Corp. Common Stock as
follows:
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Type of
Option:
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Non-Qualified
Stock Option
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Grant
No.:
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Stock Option
Plan:
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2009 Stock
Incentive Plan
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Date of
Grant:
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Total Number of
Option Shares:
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Option Price per
Share:
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$
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Total Exercise
Price of Option Shares:
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$
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Vesting Dates
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Number of Shares
Vesting on Vesting Date
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Percent Vested
(Cumulative)
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By your
acceptance of this Stock Option Grant, you agree that this option
is granted under and governed by the terms and conditions of
iParty’s 2009 Stock Incentive Plan (as further amended or
restated from time to time) and by the terms and conditions of
iParty’s Director Stock Option Agreement, which is attached
hereto.
iParty
Corp.
Sal
Perisano
Chairman and
Chief Executive Officer
Acknowledged
and Accepted by:
[Optionee
Name]
Attachment:
iParty Director Stock Option Agreement
IPARTY CORP. DIRECTOR STOCK OPTION
AGREEMENT
1. Grant of
Option . iParty
Corp., a Delaware corporation (“ iParty ”),
hereby grants to the Optionee named in the accompanying Stock
Option Grant (the “ Option Grant ”) the option,
pursuant to iParty’ 2009 Stock Incentive Plan (the “
Plan ”), to purchase an aggregate of the Total Number
of Option Shares of Common Stock of iParty stated in the Option
Grant at a price per share equal to the Option Price Per Share
stated in the Option Grant, purchasable as set forth in, and
subject to the terms and conditions of, this Option Agreement and
the Plan.
2.
Non-Statutory Stock Option . This option is not intended to qualify as
an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code
”).
3. Exercise
of Option and Provisions for Termination .
(a) Vesting Schedule . Except as
otherwise provided in this Option Agreement, this option may be
exercised up to and including the tenth anniversary of the Date of
Grant stated in the Option Grant (hereinafter the “
Expiration Date ”). This option shall
become exercisable (or “ vest ”) in installments
for the number of shares set forth in the table in the Option Grant
commencing on each of the respective Vesting Dates noted (each a
“ Vesting Date ”). The right of
exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during any exercise period, it
shall be exercisable, in whole or in part, with respect to all
shares not so purchased at any time prior to the Expiration Date or
the earlier termination of this option. This option may
not be exercised at any time after the Expiration Date.
Notwithstanding the foregoing: (1) if the Optionee ceases to
serve as a director of iParty before a Vesting Date set forth in
the Option Grant, no shares of Common Stock shall become
exercisable on such Vesting Date following the cessation of his or
her service as director; and (2) this option shall immediately
become exercisable in full in the event (i) a Change in
Control (as defined in the Plan) of iParty occurs or
(ii) the Optionee ceases to serve as a director of iParty due
to his or her death or disability (within the meaning of
Section 22(e)(3) of the Code or any successor
provision).
(b) Continuous Service as Director
Required . Except as otherwise provided in this
Section 3(b) , this option shall terminate, and may no
longer be exercised by the Optionee, on the date three years after
the Optionee ceases to serve as a director of iParty. In the
event (1) the Optionee ceases to serve as a director of iParty
due to his or her death or disability (within the meaning of
Section 22(e)(3) of the Code or any successor provision),
or (2) the Optionee dies or is disabled (within the meaning of
Section 22(e)(3) of the Code or any successor provision)
within three years after he or she ceases to serve as a director of
iParty, then the exercisable portion of this option (as it may have
been accelerated pursuant to Section 3(a) ) may be exercised
within the period of one year following such date, by the Optionee
or by the person to whom this option is transferred by will or by
the laws of descent and distribution. Notwithstanding the
foregoing, this option may not be exercised at any time after the
Expiration Date.
(c) Exercise Procedure . Subject
to the conditions set forth in this Option Agreement, this option
shall be exercised by the Optionee’s delivery of written
notice of exercise to the Secretary of iParty specifying the number
of shares to be purchased and the purchase price to be paid
therefore and accompanied by payment in full in accordance with
Section 4 . Such exercise shall be effective upon
receipt by the Secretary of iParty of such written notice together
with the required payment. The Optionee may purchase fewer
than the total number of shares c
