EXHIBIT
4.2
NON-QUALIFIED STOCK
OPTION AGREEMENT
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT is made as of November 13,
2008, by and between Yatinoo, Inc., a Delaware corporation having
its principal executive offices at 510 Turnpike Street, Suite 103,
Andover, MA 01845 (the “Grantor”), and
[_____________________] an individual residing at
[___________________________] (“Optionee”).
WITNESSETH:
WHEREAS , the Yatinoo, Inc. 2008 Employee Stock
Incentive Plan was adopted by the Board of Directors (the
“Board”) and the stockholders of the Grantor as of
November 13, 2008;
WHEREAS , the Grantor desires to provide the Optionee
with an opportunity to acquire or increase his proprietary interest
in the business of the Grantor, and, through stock ownership, to
possess an increased personal interest in its continued success and
progress; and
WHEREAS , the Grantor desires to increase the incentive
of the Optionee to exert his utmost efforts to improve the business
and increase the assets of the Grantor;
NOW,
THEREFORE , in
consideration of the mutual covenants set forth in this Agreement
and for other good and valuable consideration, the Grantor hereby
grants the Optionee an option to purchase shares of common stock of
the Grantor, $0.001 par value per share (the “ Common
Stock ”), upon the following terms and
conditions:
Pursuant to the
Yatinoo, Inc. 2008 Employee Stock Incentive Plan (the “
Plan ”), the Grantor hereby grants to the
Optionee a non-qualified stock option (the “
Option ”), not intended to qualify under
Section 422 of the Internal Revenue Code of 1986, as amended, on
the terms and conditions contained in the Plan, to purchase up to
an aggregate of [_________] fully paid and non-assessable shares of
Common Stock (the “ Shares
”).
The purchase
price (“ Purchase Price ”) for the
Option shall be $4.00 per share. The Grantor shall pay all original
issue or transfer taxes on the exercise of the Option and all other
fees and expenses necessarily incurred by the Grantor in connection
therewith.
3.
Exercise of the Option.
(a)
Except as otherwise set forth herein, no Option shall be
exercisable until it has vested in accordance with the provisions
of subsection (b) below. Any Option which vests and thereby becomes
exercisable hereunder may be exercised in whole or in part, from
time to time and at any time, until the Option lapses or
terminates. If the Optionee’s exercise of any
Option
would require
the Grantor to issue a fractional Share, the Grantor will not be
required to issue such fractional Share but it shall pay the
Optionee in cash the value of such fractional Share. Except as set
forth in Section 5, all unexercised Options (whether or not vested)
shall lapse and forever terminate on November 13, 2008.
(b)
Options for the purchase of the Shares shall vest as follows:
one-third (rounded to the nearest Share), or _________ Shares,
shall vest and become exercisable on each of the three anniversary
dates from the date of grant, starting on November 13, 2009 with
the final one-third to vest on November 13, 2011. Notwithstanding
the foregoing, in the event of a Material Transaction (as defined
in Section 8.1 of the Plan) the Option shall be assumed by the
surviving entity with appropriate adjustments as determined by the
Board of Directors of the Company, but in any event shall
accelerate and be fully vested and immediately exercisable upon
completion of the Material Transaction.
Options that
are exercisable may be exercised in whole or in part at any time
during the option period by giving written notice to the Grantor
specifying the number of Shares to be purchased, accompanied by
payment in full of the purchase price, in cash or by check. Payment
in full or in part may be made at the election of the Optionee (i)
in the form of Common Stock owned by the Optionee (based on the
Fair Market Value (as that term is defined in the Plan) of the
Stock on the trading day before the Option is exercised) which is
not the subject of any pledge or security interest which have been
owned for more than 6 months or were purchased in the open market,
(ii) by a “same day sale” commitment from a
broker-dealer registered with FINRA to forward the exercise price
of the Option directly to the Grantor; (iii) by cancellation of
indebtedness of the Grantor to the Optionee; (iv) by waiver of
consideration due to Optionee for services rendered; (v) by tender
of a full recourse promissory note by the Optionee; (vi) by a
combination of the foregoing, provided that the combined value of
all cash and cash equivalents and the Fair Market Value of any
shares surrendered to the Grantor is at least equal to such
exercise price and except, with respect to (ii) above, such method
of payment will not cause a disqualifying disposition of all or a
portion of the Common Stock received upon exercise of an Incentive
Option. An Optionee shall have the right to dividends and other
rights of a stockholder with respect to shares of Common Stock
purchased upon exercise of an Option at such time as the Optionee
has given written notice of exercise and has paid in full for such
shares and has satisfied such conditions that may be imposed by the
Grantor with respect to the withholding of taxes.
Subject to the
terms and conditions hereof, the Options shall be exercisable by
notice to the Grantor on the form provided by the Grantor, a copy
of which is attached hereto. In the event that the Options are
being exercised by any person or persons other than the Optionee,
the notice shall be accompanied by proof, satisfactory to the
Grantor, of the right of such person or persons to exercise any
right under this Agreement and the Plan.
5.
Termination of Employment.
(a)
In the event that the Optionee ceases to be an employee a
member of the Board (a “ Director ”)
or otherwise have a relationship with the Grantor (collectively,
“Employment”)
(otherwise than
by reason of his death or “total disability” (as
defined in the Plan) or for Cause (as that term is defined in the
Grantor’s by-laws), the Option may be exercised (if and to
the extent that the Optionee was entitled to do so at the date of
cessation of Employment) at any time within three months after such
termination, but in no event after the expiration of the term of
the Option.
(b)
Intentionally left blank.
(c)
In the event of the death or total disability of the Optionee
while employed or within three months after the cessation of being
employed with the Grantor, the Option may be exercised (if and to
the extent that the deceased Optionee was entitled to do so at the
date of his death or total disability) by a legatee or legatees of
the Optionee under such Optionee’s last will and testament or
by his personal representatives or distributees, at any time
within
