Exhibit
10.2
Option
No. 2007-___
STOCK-TRAK GROUP,
INC.
FORM OF
NONQUALIFIED
STOCK OPTION
AGREEMENT
UNDER THE STOCK-TRAK GROUP,
INC.
(FORMERLY NEUTRON ENTERPRISES,
INC.)
2007 STOCK INCENTIVE
PLAN
This Agreement is made as of the date set forth
on Schedule A hereto (the "Grant Date") by and between Stock-Trak
Group, Inc. (the "Company"), and the person named on
Schedule A hereto (the "Optionee").
WHEREAS, Optionee is a valuable employee of the
Company, which for this purpose includes all subsidiaries of the
Company, and whereas the Company considers it desirable and in its
best interest that Optionee be given an inducement to acquire a
proprietary interest in the Company and an incentive to advance the
interests of the Company by granting the Optionee an option to
purchase shares of common stock of the Company (the "Common
Stock"); and
WHEREAS, to cover the granting of such Options,
the Company has adopted the Stock-Trak Group, Inc. (formerly
Neutron Enterprises, Inc.) 2007 Stock Incentive Plan (the
"Plan").
NOW, THEREFORE, the parties hereto, intending to
be legally bound, hereby agree that as of the Grant Date, the
Company hereby grants Optionee an option (the “Option”)
to purchase from it, upon the terms and conditions set forth in
this Agreement and the Plan, that number of shares of the
authorized and unissued Common Stock of the Company as is set forth
on Schedule A hereto.
1.
Terms of Stock
Option . The Option to purchase Common Stock
granted hereby is subject to the terms, conditions, and covenants
set forth in the Plan as well as the following:
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The Optionee
has been provided with, reviewed and fully understood, the terms,
conditions and covenants, of the Plan;
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This Option is
granted under, and subject in its entirety to, the terms of the
Plan;
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The per share
exercise price for the shares subject to this Option is set forth
on Schedule A hereto;
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This Option
shall vest in accordance with the vesting schedule set forth on
Schedule A hereto, subject to whatever other limitations are set
forth within the Plan or contained in this Agreement;
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No portion of
this Option may be exercised more than five (5) years
from the Grant Date; and
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This Option
shall be subject to the restrictions on transferability set forth
within the Plan.
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2.
Payment of Exercise Price . The Option may
be exercised, in part or in whole, only by written request to the
Company accompanied by payment of the exercise price in full
either: (i) in cash for the shares with respect to which
it is exercised; (ii) if the shares underlying the option are
registered under the Securities Act, by delivering to the Company a
notice of exercise with an irrevocable and unconditional direction
to a creditworthy broker-dealer registered under the Securities
Exchange Act of 1934, as amended, to sell a sufficient portion of
the shares and deliver the sale proceeds directly to the Company to
pay the exercise price; (iii) by delivering previously owned shares
of Common Stock or a combination of shares and cash having an
aggregate Fair Market Value (as defined in the Plan) equal to the
exercise price of the shares being purchased; provided,
however , that shares of C
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