Exhibit 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
V*I CHIP CORPORATION
AMENDED 2007 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee: ___________________ Option Number: _________________________
No. of Option Shares: _______________ Plan: __________________________________
Option Exercise Price per Share: ____ ID: ____________________________________
Grant Date: _________________________
Pursuant to the V*I Chip Corporation Amended 2007 Stock Option and
Incentive Plan, as amended through the date hereof (the "Plan"), V*I Chip
Corporation (the "Company") hereby grants to the Optionee named above an option
(the "Stock Option") to purchase on or prior to the Expiration Date specified
above all or part of the number of shares of Common Stock, par value $.01 per
share (the "Stock"), of the Company at the Option Exercise Price per Share
specified above subject to the terms and conditions set forth herein and in the
Plan.
1. Exercisability Schedule. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section
2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:
Number of
Option Shares Exercisable Exercisability Date Expiration Date
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Once exercisable, this Stock Option shall continue to be exercisable at any
time or times prior to the close of business on the Expiration Date, subject to
the provisions hereof and the Plan.
2. Manner of Exercise.
(a) The Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her
election to purchase some or all of the Option Shares purchasable at the time of
such notice. This notice shall specify the number of Option Shares to be
purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; or (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been beneficially
owned by the Optionee for at least six months and are not then subject to any
restrictions under any Company plan; or (iii) a combination of (i) and (ii)
above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Stock Options under the Plan and any
subsequent resale of the shares of Stock will be in compliance with applicable
laws and regulations. In the event the Optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the
number of shares of Stock transferred to the Optionee upon the exercise of the
Stock Option shall be net of the Shares attested to.
(b) Certificates for shares of Stock purchased upon exercise of this
Stock Option shall be issued and delivered to the Optionee upon compliance to
the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Administrator as to such
compliance shall be final and binding on the Optionee. The Optionee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the
Company shall have issued and delivered the shares to the Optionee, and the
Optionee's name shall have been entered as the stockholder of record on the
books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock. The Optionee
acknowledges and agrees that Stock acquired upon exercise of this Stock Option
shall be subject to the terms and conditions of the Stock Restriction Agreement
between the Optionee and the Company.
(c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. Termination of Employment. If the Optionee's employment by the Company
or a Subsidiary (as defined in the Plan) is terminated, the period within which
to exercise the Stock Option may be subject to earlier termination as set forth
in the Plan.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan,
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including the powers of the Administrator set forth in Section 2(b) of the Plan.
Capitalized terms in this Agreement shall have the meaning specified in the
Plan, unless a different meaning is specified herein.
5. Transferability. Notwithstanding any agreement between the Company and
the Optionee to the contrary, this Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. Miscellaneous.
(a) By entering into this Agreement, the Optionee agrees and
acknowledges that he or she has received and read a copy of the Plan attached
hereto as Exhibit A, and that he or she has entered into the Stock Restriction
Agreement, in the form attached to the Plan.
(b) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(c) This Stock Option does not confer upon the Optionee any rights
with respect to continuance of employment by the Company or any Subsidiary.
V*I CHIP CORPORATION
By:
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Name:
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Title: President
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
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Optionee's Signature
Optionee's name and address:
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Exhibit A
V*I Chip Corporation Amended 2007 Stock Option and Incentive Plan
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