IFTH ACQUISITION CORP.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT
(this “Agreement”) made
as of
, 2008 (the “Grant Date”) between IFTH Acquisition
Corp., a Delaware Corporation (hereinafter called the
“Company”), and
(hereinafter called the “Optionee”), a Participant (as
such term is defined in the Plan) under the Plan (as such term is
defined below) of the Company.
WHEREAS , as of March 29, 2001, the 2001 Flexible
Stock Option Plan, as amended (hereinafter called the
“Plan”), was approved by the stockholders of the
Company;
WHEREAS , the Plan is administered by the Stock Option
and Compensation Committee of the Board of Directors (the
“Committee”);
WHEREAS , the Committee has determined that, as an
employee or director of the Company, the Optionee is eligible to
receive a grant of an option under the Plan subject to the terms
and conditions hereinafter contained;
NOW, THEREFORE , in consideration of the premises and mutual
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Optionee agree as
follows:
1. Grant of Option . The
Company, subject to the terms and conditions of this Agreement and
the Plan, which are incorporated hereto by reference, hereby grants
to the Optionee, effective
, 20_____ (the “Grant Date”), the right to
purchase from the Company at a price of $ per share (the
“Exercise Price”) an aggregate of
(
) shares of Common Stock (the “Option”), purchasable as
set forth in, and subject to the terms and conditions of, this
Agreement.
The 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”).
2. Nontransferable . The
Option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution, and is exercisable, during
the lifetime of the Optionee, only by the Optionee or by his/her
guardian or legal representative.
3. Vesting and Exercisability of
Option . The Optionee’s interest in the Option shall
vest according to the schedule described in this Section 3 and
shall be exercisable as to not more than the vested percentage of
the shares subject to the Option at any point in time. To the
extent the Option is either unexercisable or unexercised, the
unexercised portion shall accumulate until the Option both becomes
exercisable and is exercised, subject to the provisions of
Section 4 of this Agreement. Except as otherwise provided in
Section 4 below, the Option shall become vested according to
the following schedule:
|
|
|
|
|
|
|
Date
|
|
Percentage Vested
|
|
|
|
|
|
|
|
Before the _ Anniversary of the Grant
Date
|
|
|
0
|
%
|
|
|
|
|
|
|
On or after the _ Anniversary of the Grant Date
but before the _ Anniversary of the Grant Date
|
|
|
_____
|
%
|
|
|
|
|
|
|
On or after the _Anniversary of the Grant Date
but before the _ Anniversary of the Grant Date
|
|
|
_____
|
%
|
|
|
|
|
|
|
On or after the _Anniversary of the Grant
Date
|
|
|
_____
|
%
|
4. Term of Option . Except
as otherwise provided in this Section 4, unless otherwise
provided by the Committee, the Option shall expire and terminate
and cease to be exercisable with respect to any shares of Common
Stock at 5:00 p.m. on [ENTER 10 TH ANNIVERSARY OF GRANT DATE]
. However, the Option shall
terminate prior to 5:00 p.m. on [ENTER 10
TH
ANNIVERSARY OF GRANT
DATE] , in the following
circumstances, unless otherwise provided by the
Committee:
(a) In the event that the Optionee’s
employment or service as a director with the Company terminates for
any reason other than for Cause (as defined below), death or
disability (as such term is defined in Section 422(c)(6) of
the Code, hereinafter “Disability”):
(1) the Option shall expire and terminate
and cease to be exercisable at 5:00 p.m. on the last day of the
three month (3-month) period that begins on the date of termination
of Option
|
