STOCK OPTION AGREEMENT UNDER THE EYETEL IMAGING, INC.
UNDER
THE
EYETEL
IMAGING, INC.
2007
LONG-TERM INCENTIVE PLAN
AGREEMENT
(the “Agreement”) is made as of the ____ day of _______, 20__, by and between
EYETEL IMAGING, INC., a Delaware corporation (the “Company”), and
_________________ ( the “Optionee”)
pursuant to the EyeTel Imaging, Inc. 2007 Long-Term Incentive Plan (the
“Plan”).
1. Grant
of Option; Tax Status.
The
Company hereby grants to the Optionee an option to purchase up to ______ shares
of the Company’s common stock (the “Common Stock”), at a purchase price per
share of $________ subject to the provisions of this Agreement and the Plan.
Inconsistencies between this Agreement and the Plan will be governed by the
applicable provisions of the Plan. The Executive acknowledges receipt of a
copy
of the Plan. This option is [not] intended to qualify as an “incentive stock
option” within the meaning of Section 422 of the Internal Revenue Code of 1986.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Plan.
2. Term.
Unless
sooner terminated in accordance with this Agreement or the Plan, the option
will
automatically expire on the tenth anniversary of the date hereof.
3. Vesting
Schedule.
Except
as otherwise provided in this Agreement, the option shall become vested and
exercisable with respect to 25% of the covered shares on the first anniversary
of the date the option is granted and, thereafter, in 12 equal quarterly
increments starting on the last day of the date three months after such first
anniversary date, subject, however, to the Optionee’s continuous employment or
other service with the Company from the date hereof until the applicable vesting
date.
4. Non-Transferability.
This option may not be assigned or transferred except upon the Optionee’s death
to a beneficiary designated by the Optionee in a manner prescribed or approved
for this purpose by the administrative committee acting under the Plan (the
“Committee”) or, if no designated beneficiary shall survive the Optionee,
pursuant to the Optionee’s will or by the laws of descent and distribution.
During the Optionee’s lifetime, this option may be exercised only by the
Optionee or the Optionee’s guardian or legal representative. Notwithstanding the
foregoing, the Committee, in its sole discretion, may permit the inter
vivos
transfer of this option by gift to any “family member” (within the meaning of
Item A.1.(5) of the General Instructions to Form S-8 or any successor
provision), on such terms and conditions as the Committee deems
appropriate.
5. Termination
of Employment or other Service.
(a) If
the
Optionee’s employment or other service with the Company or its subsidiaries is
terminated due to the Optionee’s death or disability (as defined below), then:
(1) that portion of the option that is not then vested and exercisable will
terminate upon the date of the Optionee’s termination of employment or other
service, and (2) that portion of the option, if any, that is then vested and
exercisable will terminate if and to the extent it is not exercised before
the
first anniversary of the Optionee’s termination of employment or service or, if
earlier, the expiration of the stated term of the option. As used herein, the
term “disability” means the inability of the Optionee to perform the principal
duties of the Optionee’s employment by reason of a physical or mental illness or
injury that is expected to last indefinitely or result in death, as determined
by a duly licensed physician selected by the Company.
(b) If
the
Optionee’s employment or other service is terminated by the Company or its
subsidiaries for “cause” (as defined below), then this option (whether or not
then vested and exercisable) shall immediately terminate and cease to be
exercisable. As used herein, the term “cause” means (1) the Optionee’s
conviction of or plea of nolo contendre to a felony, (2) the Optionee’s willful
and repeated failure or refusal to perform the duties and responsibilities
of
the Optionee’s employment or other service with the Company or any Subsidiary,
(3) the Optionee’s embezzlement or commission of an act of fraud against the
Company, (4) any other act or failure to act which has a material adverse effect
on the ability of the Optionee to carry out the duties and responsibilities
of
the Optionee’s employment or other service for the Company or a Subsidiary or
which has or is reasonably likely to have an adverse effect on the business
or
assets of the Company or any Subsidiary, all as reasonably determined by the
Committee.
(c) If
the
Optionee’ s employment or other service with the Company or its affiliates is
terminated for any reason other than those set forth in Section 5(a) or (b)
above, then: (1) that portion of the option that is not then vested and
exercisable will terminate upon the date of the Optionee’s termination of
employment or other service, and (2) that portion of the option, if any, that
is
then vested and exercisable shall terminate if and to the extent it is not
exercised within three months after such termination of employment or service
(or, if earlier, the expiration of the stated term of the option).
6. Method
of Exercise.
This option may be exercised by transmitting to the Secretary of the Company
(or
such other person designated by the Committee) a written notice identifying
the
option being exercised and specifying the number of whole shares being
purchased, together with payment of the exercise price and the amount of the
applicable tax withholding obligations (unless other arrangements are made
for
the payment of such exercise price and/or the satisfaction of such withholding
obligations). The exercise price and withholding obligation may be paid in
whole
or in part (a) in cash or by check, (b) by means of a cashless exercise
procedure to the extent permitted by law, (c) if
permitted by the Committee, by
the surrender of previously-owned shares of Common Stock (to the extent of
the
fair market value thereof), and/ or (d) subject to applicable law, by any other
form of consideration deemed appropriate by the Committee.
7. Stockholder
Rights.
No
shares of Common Stock will be issued in respect of the exercise of this option
until payment of the exercise price and the applicable tax withholding
obligations have been made or arranged to the satisfaction of the Company.
The
holder of this option shall have no rights as a stockholder with respect to
any
shares of Common Stock covered by this option until the shares of Common Stock
are issued pursuant to the exercise of this option.
8. Compliance
with Law.
The
Company will not be obligated to issue or deliver shares of Common Stock
pursuant to this option unless the issuance and delivery of such shares complies
with applicable law, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the
requirements of any stock exchange or market upon which the Common Stock may
then be listed. The Company may prevent or delay the exercise of this option
if
and to the extent the Company deems necessary or advisable in order to avoid
a
violation of applicable law or its own policies regarding the purchase and
sale
of Common Stock. If, during the period of any such ban or delay, the term of
this option would expire, then the term of this option will be extended for
thirty (30) days after the Company removes the restriction against
exercise.
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9. Transfer
Orders; Legends.
All
certificates for shares of Common Stock delivered under this option shall be
subject to such stock-transfer orders and other restrictions as the Company
may
deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange or market upon which
the
Common Stock may then be listed, and any applicable federal or state securities
law. The Company may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.
10. No
Rights Conferred.
Nothing
contained in the Plan or this Agreement shall confer upon the Optionee any
right
with respect to the continuation of the Optionee’s employment or other service
with the Company or its Subsidiaries or interfere in any way with the right
of
the Company and its Subsidiaries at any time to terminate such employment or
other service or to otherwise modify the terms and conditions of the Optionee’s
employment or other service.
11. Provisions
of the Plan.
The
provisions of the Plan, the terms of which are hereby incorporated by reference,
shall govern if and to the extent that there are inconsistencies between those
provisions and the provisions hereof. The Optionee acknowledges receipt of
a
copy of the Plan prior to the execution of this Agreement.
12. Miscellaneous
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and, except as otherwise provided in the Plan, may not be modified
other than by written instrument executed by the parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
EYETEL
IMAGING, INC.
By:_____________________________________
________________________________________
Optionee
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