EXHIBIT 10.2
PENGE CORP.
INCENTIVE STOCK OPTION AGREEMENT
(________________)
This Agreement is between Penge Corp., a Nevada corporation (the
"COMPANY"), and ______________ (the "OPTIONEE"), pursuant to the Company's 2002
Stock Incentive Plan (the "PLAN"). The Company and the Optionee agree as
follows:
1. OPTION GRANT. The Company hereby grants to the Optionee, on the
terms and conditions of this Agreement, the right and the option (the "OPTION")
to purchase all or any part of ____________ (____________) shares of the
Company's Common Stock at a purchase price of _____________ ($____) per share.
The terms and conditions of the Option grant set forth in attached Exhibit A are
incorporated into and made a part of this Agreement. The Option is intended to
be an Incentive Stock Option as defined in Section 422 of the Internal Revenue
Code of 1986, as amended.
2. GRANT DATE; EXPIRATION DATE. The Grant Date for this Option is
__________. The Option shall continue in effect until the fifth anniversary of
the Grant Date (the "EXPIRATION DATE") unless earlier terminated as provided in
Sections 6 or 7 of Exhibit A. The Option shall not be exercisable on or after
the Expiration Date.
3. EXERCISE OF OPTION. The Option will become exercisable in accordance
with Section 1 of Exhibit A.
The parties have executed this Agreement in duplicate as of the Grant
Date.
PENGE CORP. OPTIONEE
By: _________________________________ _________________________________
Name: _________________________________ _________________________________
Title: _________________________________ Address: ________________________
________________________
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇-▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
PENGE CORP.
EXHIBIT A TO
STOCK OPTION AGREEMENT
1. TIME OF EXERCISE OF OPTION. Until it expires or is terminated as
provided in Sections 6 or 7 of this Exhibit A, the Option may be exercised from
time to time to purchase whole shares of the Company's Common Stock as to which
it has become exercisable. The Option shall become exercisable for 50% of the
shares on the first anniversary of the Grant Date and for the remaining 50% of
the shares on the second anniversary of the Grant Date, so that the Option will
be fully exercisable on the second anniversary of the Grant Date.
2. METHOD OF EXERCISE OF OPTION. Except as otherwise provided in this
Agreement, the Option may be exercised in accordance with the terms of the Plan.
3. DISQUALIFYING DISPOSITION. If within two years after the Grant Date
or within 12 months after the exercise of the Option, the Optionee sells or
otherwise disposes of Common Stock acquired on exercise of the Option, the
Optionee shall within 30 days of the sale or disposition notify the Company in
writing of (i) the date of the sale or disposition, (ii) the amount realized on
the sale or disposition and (iii) the nature of the disposition (e.g., sale,
gift, etc.).
4. NONTRANSFERABILITY. The Option is nonassignable and nontransferable
by the Optionee, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution of the state or country of the Optionee's
domicile at the time of death, and during the Optionee's lifetime, the Option is
exercisable only by the Optionee.
5. STOCK SPLITS, STOCK DIVIDENDS. If the outstanding Common Stock of
the Company is hereafter increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Company in (i) the number and kind of shares subject to the Option, or the
unexercised portion thereof, and (ii) the Option price per share, so that the
Optionee's proportionate interest before and after the occurrence of the event
is maintained. Notwithstanding the foregoing, the Company shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Company. Any
such adjustments made by the Company shall be conclusive.
6. MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which the Company is a
party or any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of
the Company (each, a "TRANSACTION"), the Company shall, in its sole discretion
and to the extent possible under the structure of the Transaction, select one of
the following alternatives for treating the Option:
6.1 The Option shall remain in effect in accordance with its
terms.
6.2 The Option shall be converted into an option to purchase
stock in one or more of the corporations, including the Company, that are the
surviving or acquiring corporations in the Transaction. The amount, type of
securities subject thereto and exercise price of the converted Options shall be
determined by the Company, taking into account the relative values of the
companies involved in the Transaction and the exchange rate, if any, used in
determining shares of the surviving corporation(s) to be held by holders of
shares of the Company following the Transaction. The converted Option shall be
vested only to the extent that the vesting requirements relating to the Option
have been satisfied.
6.3 The Company shall provide a period of 30 days or less
before the completion of the Transaction during which the Option may be
exercised to the extent then exercisable, and upon the expiration of that
period, the Option shall immediately terminate. The Company may, in its sole
discretion, accelerate the exercisability of the Option so that the Option is
exercisable in full during that period.
7. DISSOLUTION. In the event of the dissolution of the Company, the
Company shall provide a period of 30 days or less before the dissolution of the
Company during which the Option may be exercised to the extent then exercisable,
and upon the expiration of that period, the Option shall immediately terminate.
The Company may, in its sole discretion, accelerate the exercisability of the
Option so that the Option is exercisable in full during that period.
8. CONDITIONS ON OBLIGATIONS. The Company shall not be obligated to
issue shares of Common Stock upon exercise of the Option if the Company is
advised by its legal counsel that such issuance would violate applicable state
or federal laws, including securities laws. The Company will use its best
efforts to take steps required by state or federal law or applicable regulations
in connection with issuance of shares upon exercise of the Option.
9. NO RIGHT TO EMPLOYMENT OR SERVICE. Nothing in the Plan or this
Agreement shall (i) confer upon the Optionee any right to be continued in the
employment of an Employer or interfere in any way with the Employer's right to
terminate the Optionee's employment at will at any time, for any reason, with or
without cause, or to decrease the Optionee's compensation or benefits, or (ii)
confer upon the Optionee any right to be retained or employed by the Employer or
to the continuation, extension, renewal or modification of any compensation,
contract or arrangement with or by the Employer.
10. SUCCESSORS OF COMPANY. This Agreement shall be binding upon and
shall inure to the benefit of any successor of the Company but, except as
provided herein, the Option may not be assigned or otherwise transferred by the
Optionee.
11. NOTICES. Any notices under this Agreement must be in writing and
will be effective when actually delivered or, if mailed, three days after
deposit into the United States mail by registered or certified mail, postage
prepaid. Mail shall be directed to the addresses stated on the face page of this
Agreement or to such address as a party may certify by notice to the other
party.
12. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock until the date the
Optionee becomes the holder or record of those shares. No adjustment shall be
2
made for dividends or other rights for which the record date occurs before the
date the Optionee becomes the holder of record.
13. AMENDMENTS. The Company may at any time amend this Agreement if the
amendment does not adversely affect the Optionee. Otherwise, this Agreement may
not be amended without the written consent of the Optionee and the Company.
14. GOVERNING LAW. This Agreement shall be governed by the laws of the
state of Nevada.
15. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the Optionee and the Company, both oral and written concerning the
matters addressed herein, and all prior agreements or representations concerning
the matters addressed herein, whether written or oral, express or implied, are
terminated and of no further effect.
3