EXHIBIT
10.2
TRIMAX
CORPORATION
2007 STOCK OPTION
PLAN
STOCK OPTION
AGREEMENT
(Incentive Stock
Option)
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A Period of
_____ Years from the Date of Grant
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Percentage
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of Shares
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________*
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________*
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________*
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________*
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*rounded to the
next whole number of Shares
THIS
OPTION AGREEMENT (the “ Agreement ”)
is entered into effective as of the _______ day of __________, 2007
by and between Trimax Corporation , a Nevada
corporation (the “ Company ”), and the
individual designated above (the “ Optionee
”).
RECITALS
A. The 2007 Stock Option Plan (the “
Plan ”) was adopted by the Company on
______________, 2007, and by the shareholders on ____________,
2007; and
B. The Optionee performs valuable services for the
Company, a Subsidiary or a Parent; and
C. As of the date hereof, the Board of Directors
of the Company granted the Option as provided herein;
NOW,
THEREFORE, the
parties agree to the terms and conditions herein, including the
recitals.
1.1 Option. An option to purchase shares of the
Company’s Common Stock, $0.001 par value per share, (the
“ Shares ”) is hereby granted to the
Optionee (the “ Option” ).
1.2 Number of Shares . The number of Shares that the Optionee can
purchase upon exercise of the Option and the dates upon which the
Option can first be exercised are set forth above.
1.3 Option Exercise Price . The price the Optionee must pay to exercise
the Option (the “ Option Exercise Price
”) is set forth above.
1.4 Date of Grant . The date the Option is granted (the “
Date of Grant ”) is set forth
above.
1.5 Type of Option . The Option is intended to qualify as an
Incentive Stock Option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended from time to time, or any
successor provision thereto, and shall be so construed; provided,
however, that nothing in this Agreement shall be interpreted as a
representation, guarantee or other undertaking on the part of the
Company that the Option is or will be determined to be an Incentive
Stock Option within the meaning of Section 422 of the Code. To the
extent this Option does not qualify and is not treated as an
Incentive Stock Option, it will be treated as a Nonqualified Stock
Option.
1.6 Construction . This Agreement shall be construed in
accordance and consistent with, and subject to, the provisions of
the Plan (the provisions of which are incorporated herein by
reference) and, except as otherwise expressly set forth herein, the
capitalized terms used in this Agreement shall have the same
definitions as set forth in the Plan.
1.7 Condition . The Option is conditioned on the
Optionee’s execution of this Agreement. If this Agreement is
not executed by the Optionee it may be canceled by the
Board.
The Option
shall be exercisable to the extent and in the manner provided
herein during the Exercise Term, which is set
forth above; provided, however, that the Option may be earlier
terminated as provided in the Plan or in Section 1.7 or Section 5
hereof.
The Option
shall vest, and may be exercised, with respect to the Shares, on or
after the dates set forth above, subject to earlier termination of
the Option as provided in Section 1.7 and Section 5 hereof or in
the Plan. The right to purchase the Shares as they become vested
shall be cumulative and shall continue during the Exercise Term
unless sooner terminated as provided herein.
4.
Manner of Exercise and
Payment .
4.1 To exercise the Option, the Optionee must
deliver a completed copy of the Option Exercise
Form , attached hereto as Exhibit A , to
the address indicated on such Form or such other address designated
by the Company from time to time. The Option may be exercised in
whole or in part with respect to the vested Shares; provided,
however, the Committee may establish a minimum number of Shares
(e.g., 100) for which an Option may be exercised at a particular
time. Within thirty (30) days of delivery of the Option Exercise
Form, the Company shall deliver certificates evidencing the Shares
to the Optionee, duly endorsed for transfer to the Optionee, free
and clear of all liens, security interests, pledges or other claims
or charges. Contemporaneously with the delivery of the Option
Exercise Form, Optionee shall tender the Option Exercise Price to
the Company, by cash, check, wire transfer or such other method of
payment (e.g., delivery or attestation of Shares already owned) as
may be acceptable to the Committee pursuant to the Plan.
4.2 The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to
any Shares subject to the Option until (i) the Option shall have
been exercised pursuant to the terms of this Agreement and the
Optionee shall have paid the full purchase price for the number of
Shares in respect of which the Option was exercised, (ii) the
Company shall have issued and delivered the Shares to the Optionee,
and (iii) the Optionee’s name shall have been entered as a
stockholder of record on the books of the Company, whereupon the
Optionee shall have full voting and other ownership rights with
respect to such Shares.
5.
Termination of
Employment.
5.1 Termination of Employment Due to
Death . In the event of
the death of the Optionee, who at the time of his or her death was
an Employee or Consultant and who had been in Continuous Status as
an Employee or Consultant since the date of the grant of the
option, any vested Option shall terminate on the earlier of (i) six
(6) months after the date of the Optionee’s death, or (ii)
the expiration date otherwise provided in this Agreement. Under
these circumstances, the Option will be exercisable at any time
prior to such termination by the Optionee’s estate, or by
such person or persons who have acquired the right to exercise the
Option by bequest or by inheritance or by reason of the death of
the Optionee. Any nonvested Option terminates immediately upon
the death of the Optionee.
5.2 Termination of Employment Due to
Disability . If an
Optionee's status as an Employee or Consultant is terminated at any
time during the Option period by reason of a disability (within the
meaning of Section 22(e)(3) of the Code) and if the Optionee had
been in Continuous Status as an Employee at all times since the
date of grant of the Option, any vested Option shall terminate on
the earlier of (i) six (6) months after the date of
termination of his or her status as an Employee or Consultant, or
(ii) the expiration date otherwise provided in the Option
agreeme