Exhibit 10.36
Network Engines, Inc.
Nonstatutory Stock Option Agreement
Granted Under 2009 Incentive Plan
1.
Grant of Option .
This agreement evidences the grant
by Network Engines, Inc., a Delaware corporation (the
“Company”), on
,
20 (the “Grant Date”)
to ,
an [employee], [consultant], [director] of the Company (the
“Participant”), of an option to purchase, in whole or
in part, on the terms provided herein and in the Company’s
2009 Incentive Plan (the “Plan”), a total of
shares (the “Shares”) of common stock, $0.01 par
value per share, of the Company (“Common Stock”) at
$ per
Share. Unless earlier terminated, this option shall expire at
5:00 p.m., Eastern time, on
(the “Final Exercise Date”).
It is intended that the option
evidenced by this agreement shall not be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the
“Code”). Except as otherwise indicated by the
context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
2.
Vesting Schedule .
This option will become exercisable
(“vest”) as to [25% of the original number of Shares on
each anniversary of the Grant date until the fourth anniversary of
the Grant Date, in accordance with Section 6(a) of the
Plan] [100% of the original number of Shares on the first
anniversary of the Grant Date, in accordance with
Section 6(b) of the Plan] [25% of the original number of
Shares on the first anniversary of the employment start date and as
to an additional 6.25% of the original number of Shares at the end
of each successive three-month period following the first
anniversary of the employment start date until the fourth
anniversary of the employment start date][6.25% of the original
number of Shares at the end of each successive three-month period
following the Grant Date until the fourth anniversary of the Grant
Date]. This option shall expire upon, and will not be
exercisable after, the Final Exercise Date.
The right of exercise shall be
cumulative so that to the extent the option is not exercised in any
period to the maximum extent permissible it shall continue to be
exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the
Plan.
3.
Exercise of Option .
(a)
Form of Exercise . Each election to exercise this
option shall be delivered in the manner or in the form directed by
the Company, and accompanied by payment in full in the manner
provided in the Plan. The Participant may purchase less than
the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share.
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