Exhibit
10.2
VEMICS, INC.
2007 EQUITY COMPENSATION
PLAN
INCENTIVE STOCK OPTION
GRANT
This INCENTIVE STOCK OPTION GRANT,
dated as of August __, 2008 (the “Date of Grant”), is
delivered by VEMICS, INC. (the “Company”) to ______
(the “Grantee”).
RECITALS
A. The
VEMICS, INC. 2007 Equity Compensation Plan (the “Plan”)
provides for the grant of options to purchase shares of common
stock of the Company. The Board of Directors of the
Company (the “Board”) has decided to make a stock
option grant as an inducement for the Grantee to promote the best
interests of the Company and its shareholders. A copy of
the Plan is attached.
B. The
Board is authorized to appoint a committee to administer the
Plan. If a committee is appointed, all references in
this Agreement to the “Board” shall be deemed to refer
to the committee.
NOW, THEREFORE, the parties to this
Agreement, intending to be legally bound hereby, agree as
follows:
(a) Subject to the
terms and conditions set forth in this Agreement and in the Plan,
the Company hereby grants to the Grantee an incentive stock option
(the “Option”) to purchase _____ shares of common stock
of the Company (“Shares”) at an exercise price of ___
($___) per Share. The Option shall become exercisable
according to Paragraph 2 below.
(b) The Option is
designated as an incentive stock option, as described in Paragraph
5 below. However, if and to the extent the Option
exceeds the limits for an incentive stock option, as described in
Paragraph 5, the Option shall be a nonqualified stock
option.
2. Exercisability
of Option . The Option is fully vested and thus
shall become fully exercisable on the date hereof, if the Grantee
is employed by, or providing service to, the Employer (as defined
in the Plan). The exercisability of the Option is
cumulative, but shall not exceed 100% of the Shares subject to the
Option. If the foregoing schedule would produce
fractional Shares, the number of Shares for which the Option
becomes exercisable shall be rounded down to the nearest whole
Share.
3. Term of
Option . The Option shall have a term of five (5)
years from the Date of Grant and shall terminate at the expiration
of that period, unless it is terminated at an earlier date pursuant
to the provisions of this Agreement or the Plan. Any
portion of the Option that is not exercisable at the time the
Grantee ceases to be employed by, or provide service to, the
Employer shall immediately terminate.
(a) Subject to the
provisions of Paragraphs 2 and 3 above, the Grantee may exercise
part or all of the exercisable Option by giving the Company written
notice of intent to exercise in the manner provided in this
Agreement, specifying the number of Shares as to which the Option
is to be exercised and the method of payment. Payment of
the exercise price shall be made in accordance with procedures
established by the Board from time to time based on type of payment
being made but, in any event, prior to issuance of the
Shares. The Grantee shall pay the exercise price (i) in
cash, (ii) with the approval of the Board, by delivering Shares of
the Company, which shall be valued at their fair market value on
the date of delivery, or by attestation (on a form prescribed by
the Board) to ownership of Shares having a fair market value on the
date of exercise equal to the exercise price, (iii) after a public
offering of the Company’s stock, by payment through a broker
in accordance with procedures permitted by Regulation T of the
Federal Reserve Board or (iv) by such other method as the Board may
approve. The Board may impose from time to time such
limitations as it deems appropriate on the use of Shares of the
Company to exercise the Option.
(b) The obligation of
the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by
the Board, including such actions as Company counsel shall deem
necessary or appropriate to comply with relevant securities laws
and regulations. The Company may require that the
Grantee (or other person exercising the Option after the
Grantee’s death) represent that the Grantee is purchasing
Shares for the Grantee’s own account and not with a view to
or for sale in connection with any distribution of the Shares, or
such other representation as the Board deems
appropriate.
(c) All obligations of
the Company under this Agreement shall be subject to the rights of
the Company as set forth in the Plan to withhold amounts required
to be withheld for any taxes, if applicable. Subject to
Board approval, the Grantee may elect to satisfy any tax
withholding obligation of the Employer with respect to the Option
by having Shares withheld up to
