FORM OF INCENTIVE STOCK OPTION AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive Plan
FORM
OF INCENTIVE STOCK OPTION AGREEMENT
g8wave
Holdings, Inc.
2007
Equity Incentive Plan
g8wave
Holdings, Inc. (the
“Company”) hereby grants to Grantee an option to purchase the Number of Shares
of Common Stock of the Company for the Exercise Price per share set for below
(the “Option”) pursuant to the
Company’s 2007 Equity Incentive Plan (the “Plan”) and upon the terms and
conditions below. This Option is intended to qualify as an “incentive stock
option” under Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”). A copy of the Plan is attached hereto and is incorporated herein in its
entirety by reference.
| 1. |
Identifying
Provisions.
As
used in this Option Agreement, the following terms shall have the
following respective meanings:
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| (a) |
Grantee:
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| (b) |
Date
of grant:
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| (c) |
Number
of Shares:
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| (d) |
Exercise
Price: $
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| (e) |
Expiration
Date:
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| 2. |
Timing
of Exercise.
The Option expires on the close of business on the Expiration Date
and
shall not be exercisable thereafter. Subject to the restrictions
on
exercise below, the Option shall vest and become exercisable on each
date
set forth below to purchase the Number of Shares indicated for each
date:
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Date:
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Number
of Shares Vesting on Date:
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(a)
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(b)
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(c)
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(d)
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| 3. |
Restrictions
on Exercise.
The following additional provisions shall apply to the exercise of
the
Option:
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| (a) |
If
the Grantee’s employment is terminated by the Company for “cause,” the
Option shall terminate automatically and without notice to the Grantee
on
the date the Grantee’s employment is terminated. For purposes hereof,
“cause” shall mean (i) illegal or disreputable conduct that impairs the
reputation, good will or business of the Company or involves the
misappropriation of funds or other property of the Company, (ii)
willful
misconduct by the Grantee or willful failure to perform his or her
responsibilities in the best interests of the Company (including,
without
limitation, breach by the Grantee of any provision of any employment,
advisory, consulting, nondisclosure, noncompetition or other agreement
between the Grantee and the Company or any subsidiary of the Company),
(iii) refusal or failure to carry out any employment duties reasonably
assigned to the Grantee other than by reason of death or disability,
or
(iv) demonstrated negligence or gross inefficiency in the execution
of the
Grantee’s employment duties for the Company. Any resignation in
anticipation of discharge for cause that is accepted by the Company
in
lieu of a formal discharge for cause shall be deemed a termination
of
employment for cause for purposes hereof.
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| (b) |
If
the Grantee dies while employed by the Company or within thirty (30)
days
after the Grantee ceases employment due to disability, each Option
held by
the Grantee immediately prior to death may be exercised, to the extent
it
was exercisable immediately prior to death, by the Grantee’s executor or
administrator or by the person or persons to whom the Option is
transferred by will or the applicable laws of descent and distribution,
at
any time within a one-year period beginning with the date of the
Grantee’s
death, but in no event after the Expiration Date.
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| (c) |
If
the Grantee’s employment with the Company terminates for any reason other
than cause or death, all Options held by the Grantee that are not
then
exercisable shall terminate as of the date employment terminates.
Options
that are exercisable as of the date employment terminates shall be
exercisable by the Grantee during the thirty (30) days following
such
termination, but only as to the number of shares, if any, as to which
the
Option was exercisable immediately prior to such termination and
in no
event after the Expiration Date.
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| 4. |
Exercise
of Option.
The Option may be exercised only as follows: (a)(1) by delivering
a Stock
Transaction Authorization Form and/or any other form(s) required
by the
Company to be executed and delivered by the Grantee at the time of
exercise or (2) through the Company’s designated broker for stock option
exercises at the time of exercise, if any (the “Broker”), in compliance
with the procedures established by the Broker, and (b) by delivering
to
the Company payment for the aggregate Exercise Price for the portion
of
the Option being exercised, plus any applicable payroll withholding
taxes
(the “Payment Amount”), through (i) a check or wire transfer payable to
the Company, (ii) shares of Common Stock of the Company transferred
to the
Company having a Fair Market Value equal to the Payment Amount, or
(iii)
the payment options offered by the
Broker.
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| 5. |
Non-Transferable.
The
Grantee may not transfer the Option except by will, qualified domestic
relations order, or laws of descent and distribution, subject to
the terms
and conditions of the Plan. The Option shall not be otherwise sold,
assigned, transferred, pledged or otherwise encumbered in any way,
whether
by operation of law or otherwise, and shall be exercisable during
the
Grantee’s lifetime only by the Grantee or his guardian or legal
representative.
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| 6. |
Cash
in Lieu of Fractional Shares.
No
fractional shares of Common Stock shall be issued upon exercise of
the
Option. In lieu of any fractional share of Common Stock to which
the
holder of the Option otherwise would be entitled, the Company shall
pay to
such holder cash equal to the product of such fraction multiplied
by the
Fair Market Value on the date of
exercise.
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| 7. |
Brokerage
Fees, Commissions & Taxes.
Any brokerage fees or commissions and all taxes are the responsibility
of
the Grantee. No later than the date of exercise, the Grantee shall
pay to
the Company, or make provision satisfactory to the Company for payment
of,
any taxes required by law to be withheld in connection with the exercise
of the Option.
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| 8. |
Rights
in Shares Before Issuance and Delivery.
No
person shall be entitled to the privileges of stock ownership in
respect
of any shares issuable upon exercise of the Option unless and until
such
shares have been issued to such person as fully paid
shares.
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| 9. |
Incentive
Stock Option.
The Option is intended to be an incentive stock option pursuant to
Section
422 of the Code.
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| 10. |
The
Plan.
This Option Agreement is subject to, and the Grantee agrees to be
bound
by, all of the terms and conditions of the Plan under which the Option
was
granted, as the same may be amended from time to time in accordance
with
the terms thereof. Pursuant to the Plan, the Board of the Company
(or any
Committee thereof) has final authority to interpret and construe
the Plan
and this Option Agreement, and is authorized to adopt rules and
regulations for carrying out the Plan.
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| 11. |
Treatment
of Option.
The Option and any exercise thereof or purchase of shares thereunder
shall
constitute special incentive payments to the Grantee and shall not
be
taken into account in computing the amount of salary or compensation
of
the Grantee for the purpose of determining any pension, retirement,
death
or other benefits under (a) any pension, retirement, profit-sharing,
bonus, life insurance, 401(k) or other employee benefit plan of the
Company, or any of its affiliates, or (b) any agreement between the
Company or any of its affiliates on the one hand, and the Grantee
on the
other hand, except as such plan or agreement shall otherwise expressly
provide.
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| 12. |
Laws
Applicable to Construction.
This Option Agreement shall be construed and enforced in accordance
with
the laws of the State of Delaware.
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| 13. |
Entire
Agreement.
This Agreement embodies the entire agreement of the parties hereto
with
respect to the Option granted hereunder, and all other matters contained
herein. This Agreement supersedes and replaces any and all prior
oral or
written agreements with respect to the subject matter hereof. This
Agreement may be amended, and any provision hereof waived, only in
a
writing signed by the party against whom such amendment or waiver
is
sought to be enforced. A waiver on one occasion shall not be deemed
to be
a waiver of the same or any other breach on a future occasion. If
there is
any inconsistency between the provisions of this Agreement and of
the
Plan, the provisions of the Plan shall
govern.
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IN
WITNESS WHEREOF,
the
Company has executed this Option Agreement on _______________,
20__.
| g8wave Holdings, Inc. | ||
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| By: | ||
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By
signing this Option Agreement below, the Grantee hereby acknowledges that he
or
she has read, understands and accepts the Option Agreement and agrees to all
of
the terms and conditions set forth herein and in the g8wave Holdings, Inc.
2007
Equity Incentive Plan.
____________________________
Grantee
Signature
____________________________
Print
Name
____________________________
Date
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