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 (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 a
consultant to 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 . Subject to the limitations on exercise in
Section 7 of this Stock Option Agreement, the Optionee’s
interest in the Option shall vest and be exercisable immediately on
the Grant Date.
4. Term of Option . 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]
.
The Option may be exercised only by written
notice to the Secretary of the Company as provided in paragraph 10
hereof. Such notice, shall state the election to exercise the
Option, the manner of payment of the option price and the number of
shares in respect of which it is being exercised and shall be
signed by the Optionee. The certificate or certificates of the
shares as to which the Option shall have been exercised will be
registered only in the name of the person exercising the Option. In
the event the option becomes exercisable by another person or
persons upon the death of the Optionee, the notice of exercise
shall be accompanied by appropriate proof of the right to exercise
the Option. The Option may not be exercised at any one time as to
fewer than 100 shares of Common Stock (or such number of shares as
to which the Option is then exercisable if such number is less than
100).
6. Payment of Exercise Price
.
Payment of the aggregate Exercise Price and any
applicable withholding taxes may be made by one of the following
methods:
(a) By cash, certified or cashiers’
check, bank draft or money order; or
(b) Through a “cashless exercise sale
and remittance procedure” pursuant to which the Optionee
shall concurrently provide irrevocable instructions (1) to a
brokerage firm approved by the Company to effect the immediate sale
of the purchased sha
