exv10w2



 





Exhibit 10.2




GO2MARKET.COM INCORPORATED



INCENTIVE STOCK OPTION AGREEMENT NUMBER 1999/21




     This Incentive Stock Option Agreement Number 1999/21 (“Agreement”) dated January 1, 2004 is by
between Go2Market.Com Incorporated, a Minnesota corporation (the “Company”), and Howard Stewart
(the “Optionee”).



RECITALS




     WHEREAS, the Company desires to provide additional incentive to certain of its Employees to
continue in the employ of the Company, and to further reward them for their contributions to date;



     WHEREAS, the Company’s Board of Directors has adopted a stock option plan providing for the
grant of incentive stock options know as the 1999 Stock Option Plan (the “Plan”);



     WHEREAS, the Company’s Board of Directors authorized the grant of this incentive stock option
to the Optionee.



     NOW, THEREFORE, in consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, it is agreed as follows:



     1. Recitals. The above recitals are true and correct and constitute a part of this
Agreement.



     2. Grant of Option. The Company hereby grants to the Optionee, on the date of this
Agreement, options to purchase up to 142,886 shares of Common Stock of the Company at an exercise
price of $0.50 per share (the “Option”), subject to the terms and conditions herein contained, and
subject only to adjustment in such number of shares and such exercise price as provided in Section
12 of the Plan. Optionee’s exercise of the Option shall be subject to the $100,000 limitation
described in Section 9(d) of the Plan.



     3. Vesting of Option Rights. The Option shall be exercisable in its entirety as of
January 1, 2004.



     4. Term of Option. Unless terminated earlier under the provisions of Paragraphs 11 or
12 below, the options granted under this Agreement shall terminate as of the close of the business
on January 1, 2014 (the “Termination Date”).



     5. Personal Exercise by Optionee. The Option granted under this Agreement shall,
during the lifetime of the Optionee, be exercisable only by said Optionee and shall not be
transferable by the Optionee, in whole or in part, other than by will or by the laws of descent and
distribution. In the event the employment of the Optionee shall be terminated for any reason
whatsoever, other than by reason of death, the Optionee may at any time within three (3) months of
such termination exercise his or her Option rights but only to the extent they were exercisable by
the Optionee on the date of termination of his or her employment; provided, however, that in



 









 







the event of termination for cause, such Option shall terminate immediately upon such termination
of employment.



     6. Manner of Exercise of Option. The option rights hereunder are to be exercised by
the Optionee by giving written notice to the Company of an election to exercise such rights. Such
notice shall specify the number of shares to be purchased hereunder and shall be accompanied by
payment of the full purchase price for the shares being purchased. Such notice (and payment of
the purchase price) shall be delivered to the Company at its principal place of business. An
option shall be considered exercised at the time the Company receives such notice. Upon receipt of
such notice and purchase price, and subject to the provisions of Paragraph 10 below, the Company
shall make prompt delivery to the Optionee of certificates for the shares so purchased. Payment
for the shares being purchased may be made in the form of cash, certified check, previously
acquired shares of Common Stock of the Company, any combination thereof, or any other form of
consideration permitted by the Plan. Any shares of Common Stock so tendered as part of such
payment shall be valued at its then “fair market value” as provided in the Plan. All requisite
original issue or transfer documentary stamp taxes shall be paid by the Company.



     7. Rights as a Shareholder. The Optionee hereunder shall have no rights as a
shareholder with respect to any shares covered by this Option until the date of the issuance of a
stock certificate for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or other rights for
which the record date is prior to the date such stock certificate is issued, except as provided in
Section 12 of the Plan.



     8. Stock Option Plan. The options evidenced by this Agreement are granted pursuant to
the Plan a copy of which Plan is attached hereto or has been made available to the Optionee and is
hereby made a part of this Agreement. This Agreement is subject to and in all aspects limited and
conditioned as provided in the Plan. The Plan governs the options granted under this Agreement and
the Optionee, and in the event of any question as to the construction of this Agreement or of a
conflict between the Plan and this Agreement, the Plan shall govern except as otherwise required
under state or federal law.



     9. Withholding Taxes on Disqualifying Disposition by Optionee. In the event of a
“disqualifying disposition” within the meaning of Section 422 of the Internal Revenue Code of 1986
of any shares purchased hereunder by the Optionee, Optionee hereby agrees to inform the Company of
such disposition. Upon notice of a disqualifying disposition or upon independently learning of
such a disposition, the Company shall withhold from whatever payments are due Optionee appropriate
state and federal income taxes as the Company determines may be required by law. In the event the
Company is unable to withhold such taxes, for whatever reason Optionee hereby agrees to pay to the
Company an amount equal to the amount the Company would otherwise be required to withhold under
state or federal law.



     10. Investment Purpose. The Company requires as a condition to the grant and exercise
of the options hereunder that any stock acquired pursuant to such options be acquired for
investment only, and may not be sold or disposed of (i) within two years from the date of the



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granting of the options under which such shares of Common Stock were acquired, (ii) within one year
after the exercise of such options, and (iii) unless there is an effective registration statement
covering such disposition under the Securities Act of 1933 (the “Act”), and effective registrations
and qualifications under applicable state securities laws, or exemptions from such registration or
qualifications under the Act and state securities laws are applicable. In this regard, if
requested by the Company, the Optionee, prior to the acquisition of any shares pursuant to the
options hereunder, shall execute an investment letter to the effect that the Optionee is acquiring
shares pursuant to the option for investment purposes only and not with the intention of making any
distribution of such shares and will not dispose of the shares in violation of the applicable
federal and state securities laws.



     11. Death of Optionee. If the Optionee dies while in the employ of the Company, the
options hereunder shall terminate on the earlier of (i) the close of business on the one-year
anniversary date of the Optionee’s death, or (ii) the Termination Date. In such period following
the Optionee’s death, the options granted under this Agreement may be exercised by the person or
persons to whom the Optionee’s rights under this Agreement shall have passed by the Optionee’s will
or by the laws of descent and distribution only to the extent such options were exercisable on the
date of death but had not previously been exercised.



     12. Recapitalizations, Sales, Mergers, Exchanges, Consolidations Liquidation. In the
event of a stock dividend or stock split, the number of shares of Common Stock and the option
exercise price shall be adjusted as provided in Section 12 of the Plan. Similarly, in the event of
a sale, merger, exchange, consolidation or liquidation of the Company, the options granted under
this Agreement shall be adjusted as provided in Section 12 of the Plan.



     13. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and the Optionee and my successor or successors of the
Optionee permitted by Paragraph 5 hereof.



     IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement in the manner
appropriate to each, as of the day and year first above written.



	 	 	 	 	 
	 	 	GO2MARKET.COM INCORPORATED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terry B. Christensen
	 

	 	 	 	 
	 

	 	Its:
	 	CEO






	 	 	 
	 

	 	/s/ Howard D. Stewart
	 

	 	 
	 

	 	Optionee







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