STEP AHEAD INVESTMENTS, INC.
INCENTIVE STOCK OPTION AGREEMENT
STEP AHEAD INVESTMENTS, INC., a California corporation (the "Company"),
hereby grants to (the "Optionee"), an option (the "Option") to
purchase_____________ (_____) shares of Common Stock of the Company (the
"Shares"), at the price per Share (the "Option Price") set forth herein, and in
all respects subject to the terms, definitions and provisions of the Company's
amended Long Term Incentive Plan (the "Plan"), which is incorporated herein by
reference.
1. Nature of the Option. The Option is intended to be an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Option Price. The Option Price is ________________________________
Dollars ($_____) for each Share.
3. Vesting and Right to Exercise. The Option shall vest and become
exercisable during its term in accordance with the provisions of Article VI of
the Plan as follows:
(a) Vesting and Right to Exercise.
(i) The Option shall vest as to the Shares indicated on the
following schedule:
Date:_________________ No. of Shares:_______________
Date:_________________ No. of Shares:_______________
Date:_________________ No. of Shares:_______________
Date:_________________ No. of Shares:_______________
Subject to the provisions of subparagraphs (ii) and (iii) below, the Optionee
may exercise this Option as to any portion which has vested until the expiration
of the Option Term as set forth in paragraph 7.
(ii) In the event of the Optionee's death, total and permanent
disability or other termination of employment, the exercisability of the Option
shall be governed by Article 6.2.5 of the Plan applicable to options issued to
Employees.
(iii) The Option may not be exercised for fractional shares.
(b) Method of Exercise. In order to exercise this Option as to any
portion as to which this Option has vested, the Optionee shall notify the
Company in writing of the election to exercise the Option, and the number of
Shares as to which the Option is being exercised by executing and delivering to
the Chief Financial Officer of the Company the Notice of Exercise, a form of
which is attached hereto as Exhibit A. The certificate or certificates for
Shares as to which the Option has been exercised shall be registered in the name
of the Optionee.
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(c) Restrictions on Exercise. This Option may not be exercised if
the issuance of the Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
federal or state securities laws or other laws or regulations. As a condition to
the exercise of this Option, the Company may require the Optionee to make any
representation or warranty to the Company at the time of exercise of this Option
as in the opinion of legal counsel for the Company may be required by any
applicable law or regulation, including the execution and delivery of any
appropriate investor representation statement. Accordingly, the stock
certificate for the Shares issued upon exercise of this Option may bear
appropriate legends restricting transfer.
4. Non-Transferability of Option. This option may be exercised during
the lifetime of the Optionee only by the Optionee and, subject to the provisions
of Article 10.5 of the Plan, may not be transferred in any manner other than by
will or by the laws of descent and distribution. The terms of this Option shall
be binding upon the executors, administrators, heirs and successors of the
Optionee.
5. Method of Payment. Payment of the Option Price shall be by cash or
cashier's check.
6. Adjustments Upon Changes in Capitalization or Merger. The number of
Shares covered by this Option shall be adjusted in accordance with the
provisions of Article 11.1 of the Plan in the event of changes in the
capitalization or organization of the Company, or if the Company is a party to a
merger or other corporate reorganization.
7. Option Term. This Option may be exercised after the date of grant
of this Option, as set forth below, through 5:00 p.m., ________________, and may
be exercised during such term only in accordance with the Plan and the terms of
this Option.
8. Not Employment Contract. Nothing in this Agreement or in the Plan
shall confer upon the Optionee any right to continue in the employ of the
Company or shall interfere with or restrict in any way the rights of the
Company, which are hereby expressly reserved, to discharge the Optionee at any
time for any reason whatsoever, with or without cause, subject to the provisions
of applicable law. This is not an employment contract.
9. Income Tax Withholding. The Optionee authorizes the Company to
withhold in accordance with applicable law from any compensation payable to him
or her any taxes required to be withheld by federal, state or local laws as a
result of the exercise of this Option. Furthermore, in the event of any
determination that the Company has failed to withhold a sum sufficient to pay
all withholding taxes due in connection with the exercise of this Option, the
Optionee agrees to pay the Company the amount of any such deficiency in cash
within five (5) days after receiving a written demand from the Company to do so,
whether or not Optionee is an employee of the Company at that time.
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DATE OF GRANT: ___________________
STEP AHEAD INVESTMENTS, INC.
By:_________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, President/COO
The Optionee represents that he or she is familiar with the terms and provisions
of the Plan, and that a copy of the Plan has been made available to the
Optionee, and accepts this Option subject to all of the terms and provisions
thereof. The Optionee agrees to accept as binding, conclusive and final all
decisions or interpretations of the committee appointed by the Company to
administer the Plan (or if no such committee has been appointed, the Board of
Directors of the Company) upon any questions arising under the Plan.
Dated:_____________, 19__
_______________________________
Signature of Optionee
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