Exhibit 10.35


 


Network Engines, Inc.


 


Incentive Stock
Option Agreement

Granted Under 2009  Incentive Plan


 


1.             Grant
of Option.


 


This agreement evidences the grant by Network Engines, Inc., a
Delaware corporation (the “Company”), on
          ,
20      (the “Grant
Date”)
to                  ,
an employee of the Company (the “Participant”), of an option to purchase, in
whole or in part, on the terms provided herein and in the Company’s 2009
Incentive Plan (the “Plan”), a total of
                
  shares (the “Shares”) of common stock, $0.01  par
value per share, of the Company (“Common Stock”) at
$            per Share. Unless earlier terminated, this option shall
expire at 5:00 p.m., Eastern time, on
                (the “Final Exercise Date”).


 


It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,
the term “Participant”, as used in this option, shall be deemed to include any
person who acquires the right to exercise this option validly under its terms.


 


2.             Vesting Schedule.


 


This option will become exercisable (“vest”) as to [25% of the original
number of Shares on the first  anniversary of
the employment start date and as to an additional 6.25% of the original number
of Shares at the end of each successive  three-month  period following the first anniversary of the employment
start date until the fourth anniversary of the employment start date] [6.25% of
the original number of Shares at the end of each successive three-month period
following the Grant Date until the fourth anniversary of the Grant Date].  This option shall expire upon, and will not
be exercisable after, the Final Exercise Date.


 


The right of exercise shall be cumulative so that to the extent the
option is not exercised in any period to the maximum extent permissible it
shall continue to be exercisable, in whole or in part, with respect to all
Shares for which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the Plan.


 


3.             Exercise of
Option.


 


(a)           Form of
Exercise.  Each election to exercise
this option shall be delivered in the manner or in the form directed by the
Company, and accompanied by payment in full in the manner provided in the
Plan.  The Participant may purchase less
than the number of shares covered hereby, provided that no partial exercise of
this option may be for any fractional share.


 


(b)           Continuous
Relationship with the Company Required. 
Except as otherwise provided in this Section 3, this option may not
be exercised unless the Participant, at the time he or she exercises this
option, is, and has been at all times since the Grant Date, an employee or
officer of, or consultant or advisor to, the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or (f) of
the Code (an “Eligible Participant”).


 


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(c)           Termination
of Relationship with the Company.  If
the Participant ceases to be an Eligible Participant for any reason, then,
except as provided in paragraphs (d) and (e) below, the right to
exercise this option shall terminate  three months
after such cessation or such other period of time as may be determined by the
Board (but in no event after the Final Exercise Date), provided  that
this option shall be exercisable only to the extent that the Participant was
entitled to exercise this option on the date of such cessation.  Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition or
confidentiality provisions of any employment contract, confidentiality and
nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation.


 


(d)           Exercise
Period Upon Death or Disability.  If
the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of
the Code) prior to the Final Exercise Date while he or she is an Eligible
Participant and the Company has not terminated such relationship for “cause” as
specified in paragraph (e) below, this option shall be exercisable, within
the period of one year following the date of death or disability of the
Participant, by the Participant (or in the case of death by an authorized
transferee), provided  that this option shall be exercisable only
to the extent that this option was exercisable by the Participant on the date
of his or her death or disability, and further provided that this option shall
not be exercisable after the Final Exercise Date.


 


(e)           Termination
for Cause.  If, prior to the Final
Exercise Date, the Participant’s employment is terminated by the Company for
Cause (as defined below), the right to exercise this option shall terminate
immediately upon the effective date of such termination of employment.  If the Participant is party to an employment
or severance agreement with the Company that contains a definition of “cause”
for termination of employment, “Cause” shall have the meaning ascribed to such
term in such agreement.  Otherwise, “Cause”
shall mean willful misconduct by the Participant or willful failure by the
Participant to perform his or her responsibilities to the Company (including,
without limitation, breach by the Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by
the Company, which determination shall be conclusive.  The Participant’s employment shall be
considered to have been terminated for Cause if the Company determines, within
30 days after the Participant’s resignation, that termination for Cause was
warranted.


 


4.             Tax Matters.


 


(a)           Withholding.  No Shares will be issued pursuant to the
exercise of this option unless and until the Participant pays to the Company,
or makes provision satisfactory to the Company for payment of, any federal,
state or local withholding taxes required by law to be withheld in respect of
this option.


 


(b)           Disqualifying
Disposition.  If the Participant
disposes of Shares acquired upon exercise of this option within two years from
the Grant Date or one year after such Shares were acquired pursuant to exercise
of this option, the Participant shall notify the Company in writing of such
disposition.


 


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5.             Transfer
Restrictions.


 


This option may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, either voluntarily or by operation of
law, except by will or the laws of descent and distribution, and, during the
lifetime of the Participant, this option shall be exercisable only by the
Participant.


 


6.             Provisions of
the Plan.


 


This option is subject to the provisions of the Plan
(including the provisions relating to amendments to the Plan), a copy of which
is furnished to the Participant with this option.


 


IN WITNESS WHEREOF, the Company has caused this option
to be executed under its corporate seal by its duly authorized officer.  This option shall take effect as a sealed
instrument.


 


 


	
   

  	
  Network Engines, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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PARTICIPANT’S
ACCEPTANCE


 


The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof.  The
undersigned hereby acknowledges receipt of a copy of the Company’s 2009
Incentive Plan.


 


	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  



 


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