EXHIBIT
10.2
THE 2007 EQUITY PARTICIPATION
PLAN
OF IDCENTRIX,
INC.
FORM OF
NON-QUALIFIED STOCK OPTION
AGREEMENT
Non-Qualified
Stock Option Agreement (this “ Agreement ”),
dated as of January 9, 2009 (“ Date of Grant ”),
between iDcentrix, Inc. (“ iDcentrix ”) and
Francine Dubois (the “ Participant
”).
BACKGROUND
Pursuant to the
terms of The 2007 Equity Participation Plan of iDcentrix, Inc., as
amended (the “ Plan ”), iDcentrix desires to (a)
provide an incentive to the Participant, (b) encourage the
Participant to contribute materially to the growth of iDcentrix and
its subsidiaries (collectively, the “ Company ”)
and (c) more closely align the Participant’s economic
interests with those of iDcentrix stockholders by means of a
Non-Qualified Stock Option Award. Whenever capitalized
terms are used in this Agreement, they shall have the meanings set
forth in this Agreement or, if not defined in this Agreement, as
set forth in the Plan.
The Plan allows
the Company to provide rewards and incentives to certain employees
of the Company by, among other things, granting them opportunities
to purchase shares of Common Stock. The Committee has
determined that in consideration of the Participant’s
agreement to reduce her base salary by twenty percent (20%) for one
year, provided that if the Company receives funding of at least $1
Million prior to June 30, 2009, the reduction in the
Participant’s base salary shall be eliminated effective as of
July 1, 2009 it would be in the best interest of the Company and
its stockholders to grant the Options to the Participant under the
Plan.
In
consideration of the covenants and agreements set forth in this
Agreement, and intending to be legally bound hereby, the
Participant and iDcentrix hereby agree as follows:
ARTICLE 1
GRANT OF OPTIONS
1.1
Grant of Options . The Participant is hereby
granted Non-Qualified Stock Options representing the right to
purchase 94,000 shares of Common Stock (i) in
consideration of the Participant’s agreement to reduce her
base salary by twenty percent (20%) commencing December 16, 2008
through December 15, 2009, provided that if the Company receives
funding of at least $1 Million (as determined in the sole
discretion of the Committee) (a) on or prior to June 30,
2009, the reduction in the Participant’s base
salary shall be eliminated on a prospective basis only effective as
of July 1, 2009 or (b) after June 30, 2009 but prior to December
15, 2009, the reduction in the Participant’s base salary
shall be eliminated on a prospective basis only effective as of the
date the Company receives such funding and (ii) subject to the
restrictions and conditions set forth in this
Agreement. References in this Agreement to “
Option ” and “ Options ” mean the
options granted hereby, individually and in the
aggregate.
1.2
Option Price . The price per share of the shares
of Common Stock subject to the Option is $0.12 (the “
Option Price ”), which is the same as the Fair Market
Value of a share of Common Stock on the Date of Grant.
1.3
Grant Information . The Options have been granted
under the Plan. The Committee authorized the grant of
the Options on the Date of Grant.
ARTICLE 2
EXERCISABILITY OF
OPTIONS
All of the
Options are unvested on the Date of Grant. Options shall
vest upon, but only upon, the events described in Section 2.1,
unless vesting is accelerated pursuant to Sections 2.2 or 2.3 or
terminated pursuant to Section 2.5. Vested Options shall
be exercisable as described in Sections 2.4 and Article 3, in each
case subject to limitations set forth in Article 4. All
Options shall be non-transferable as set forth in Section
5.2. All shares of Common Stock issued upon exercise of
Options shall be transferable, although:
(a) transferability
may be subject to pre-clearance, blackout, registration and other
requirements and restrictions under the Company’s insider
trading and other compliance policies and procedures;
and
(b) transfers
by executive officers should be reviewed in advance to determine if
there would be any potential liability for short-swing profits
under Section 16(b) of the Exchange Act.
2.1
Time Vesting . If not sooner vested pursuant to
Section 2.2 or 2.3 and unless previously forfeited pursuant to
Section 2.5, all of the Options shall vest based on the passage of
time according to the following vesting schedule:
|
|
Vesting
Date
|
|
94,000
|
July 1,
2009
|
If an Option in
respect of a partial share of Common Stock would vest on any date,
the total number of Options vesting on such date shall be rounded
up to the nearest whole share of Common Stock, calculated on a
cumulative basis.
2.2
Accelerated Vesting . If not sooner vested and
exercisable, and unless previously cancelled pursuant to Section
2.5 or 4.2, all of the Options shall vest and become immediately
exercisable upon a termination of the Participant’s
employment by the Company without Cause (as defined in Section
5.1)
within one year following a
Corporate Transaction.
2.3
Discretionary Vesting and Exercisability . The
Committee may accelerate the vesting of any or all of the Options
at any time and for any reason.
2.4
Exercise; Restriction on Exercise . No unvested
Options shall be exercisable. All vested Options shall
become exercisable at the time they first vest and shall cease to
be exercisable at the time they expire and are forfeited as
provided in Section 2.5 or Article 4.
2.5
Effect of Termination of Employment on Vesting; Expiration of
Unvested Options . All unvested Options expire and
are forfeited upon the earliest to occur of:
(i) the
time of notification of the termination of the Participant’s
employment by the Company for Cause;
(ii) termination
of the Participant’s employment for any reason other than
Cause; and
(iii) expiration
as provided in Section 4.1.
2.6
Corporate Transaction . Except as otherwise
provided in this Agreement, the effect of a Corporate Transaction
on the Participant’s Option is subject to Section 9.3 of the
Plan.
ARTICLE 3
EXERCISE OF
OPTIONS
3.1
Person Who Can Exercise . Exercisable Options may
only be exercised by the Participant, except that (i) in the event
of the Disability (as defined in Section 5.1) of the Participant,
those Options may be exercised by the Participant’s legal
guardian or legal representative, and (ii) in the event of death,
those Options may be exercised by the executor or administrator of
the Participant’s estate or the person or persons to whom the
Participant’s rights under those Options pass by will or the
laws of descent and distribution.
3.2
Procedure for Exercise . Exercisable Options may
be exercised in whole or in part with respect to any portion
thereof that is exercisable; provided that only an Option or
Options to purchase a whole number of shares of Common Stock may be
exercised at any time. To exercise an exercisable
Option, the Participant (or such other person who shall be
permitted to exercise that Option as set forth in Section 3.1) must
complete, sign and deli
