gardner_13d-ex1002.htm


    Exhibit
10.2

     

    
 

    CLEARVIEW
ACQUISITIONS, INC.

    SHARE
EMPLOYEE INCENTIVE STOCK OPTION PLAN

    


    NOTICE
OF GRANT OF

    INCENTIVE
STOCK OPTION

    


    Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Option Agreement.

    


    
      	
              Name
      of Optionee:

            	
              IAN
      A. GARDNER

            


    

    


    You have
been granted an option to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and the Option Agreement, as
follows:

    


    
      	
              Date
      of Grant:

            	
              February
      11, 2009

            
	 
      	 
      
	
              Vesting
      Commencement Date:

            	
              February
      11, 2009

            
	 
      	 
      
	
              Exercise
      Price per Share:

            	
              $
      0.55

            
	 
      	 
      
	
              Total
      Number of Shares Granted

            	
              3,253,740

            
	 
      	 
      
	
              Type
      of Option:

            	
              Incentive
      Stock Option

            
	 
      	 
      
	
              Term:

            	
              Five
      years

            


    

    


    Vesting
Schedule:  This Option may be exercised, in whole or in part, in
accordance with the following schedule:

    


    
      	
              Number
      of Shares

              (Installment)

               

            	
              Date
      of Earliest

              Exercise
      (Vesting)

            
	
              1,952,244

            	
              Date
      of Grant

            
	
              650,748

            	
              December
      31, 2009

            
	
              650,748

            	
              December
      31, 2010

            


    

    


    
      	
              Termination
      Date:

            	
              February
      10, 2014

            
	 
      	 
      


    

    This
Option may not be exercised after termination of your employment or consulting
relationship, or such longer period as may be applicable upon death or
disability of Optionee as provided in the Plan. In the event of the Optionee's
change in status from Employee to Consultant or Consultant to Employee, this
Option Agreement shall remain in effect. In no event shall this Option be
exercised later than the Term/Expiration Date as provided
above.


    
      
         


      

      
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    CLEARVIEW
ACQUISITIONS, INC.

    SHARE
EMPLOYEE INCENTIVE STOCK OPTION PLAN

    


    INCENTIVE
STOCK OPTION AGREEMENT

    OF

    IAN
A. GARDNER

    


    


    This Incentive Stock Option (the
“Option”) is granted to the person named above (“Optionee”) by Clearview
Acquisitions, Inc. (the “Corporation”) pursuant to the Clearview Acquisitions,
Inc. Share Employee Incentive Stock Option Plan attached as Exhibit A (the
“Plan”) as of this 11th day of
February 2009, the date this Option was granted pursuant to the Plan (the “Date
of Grant”).  This Option provides you an option to purchase the number
of shares of Common Stock of the Corporation at the times and on the terms set
forth below.  This Option is intended to qualify as an “Incentive
Stock Option” within the meaning of § 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).  However, to the extent that this Option
exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated
as a Nonstatutory Stock Option ("NSO").

    


    1.           Number of Shares and
Vesting.  The total number of shares of Common Stock subject to
this Option is three million two hundred fifty-three thousand seven hundred
forty  (3,253,740) shares.  Subject to the other terms of
this Option, this Option shall be exercisable with respect to each installment
shown below on or after the date of vesting applicable to such installment as
follows:

     

    
      	
              Number
      of Shares

              (Installment)

               

            	
              Date
      of Earliest

              Exercise
      (Vesting)

            
	
              1,952,244

            	
              Date
      of Grant

            
	
              650,748

            	
              December
      31, 2009

            
	
              650,748

            	
              December
      31, 2010

            


    

    


    Regardless
of the foregoing schedule, this Option shall become 100% vested in the event of
a “Corporate Transaction,” as defined in the Plan.

     

    2.           Exercise
Price.  The exercise price of this Option is fifty-five cents
($0.55) per share, which is not less than the fair market value of the Common
Stock on the date of grant of this Option.  The exercise price per
share shall be paid upon exercise of all or any part of each installment which
has become exercisable by you.

     

    3.           Minimum
Exercise.  The minimum number of shares with respect to which
this Option may be exercised at any one time is the lesser of one
hundred  (100) or the number of shares as to which this Option is then
exercisable.

     


    
      
         


      

      
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    4.           Assurances Upon
Exercise.  The Corporation may require you, or any person to
whom this Option is transferred under paragraph 7 of this Option, as a condition
of exercising this Option: (i) to give written assurances satisfactory to
the Corporation as to such person’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably
satisfactory to the Corporation who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising this Option; and (ii) to give written assurances satisfactory to
the Corporation stating that such person is acquiring the Common Stock subject
to this Option for such person’s own account and not with any present intention
of selling or otherwise distributing the stock.  The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if:  (i) the issuance of the shares of Common Stock
upon the exercise of this Option has been registered under a then currently
effective registration statement under the Securities Act of 1933, as amended;
or (ii) as to any particular requirement, a determination is made by
counsel for the Corporation that such requirement need not be met in the
circumstances under the then applicable securities laws.  The
Corporation may, upon advice of counsel to the Corporation, place legends on
stock certificates issued upon exercise of this Option as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the
stock.

     

    5.           Term.  The
term of this Option commences on the date hereof and, unless sooner terminated
as set forth below or in the Plan, terminates five (5) years from the date it
was granted.  This Option may terminate prior to the expiration of its
term as set forth in the Plan.

     

    6.           Notice of
Exercise.  This Option may be exercised, to the extent
specified above, by delivering written notice of exercise together with the
exercise price to the Secretary of the Corporation, or to such other person as
the Corporation may designate, during regular business hours, together with such
additional documents as the Corporation may then require pursuant to the
Plan.  The notice must specify the number of shares to be purchased
upon exercise and a date within 15 days after receipt of the notice by the
Corporation on which the purchase is to be completed.  The exercise
price must be paid in cash.

    


    7.           Transferability.  This
Option is not transferable, except by will or by the laws of descent and
distribution, and shall be exercisable during your life only by
you.  However, you may designate a third party who, in the event of
your death, would be entitled to exercise this Option, by providing a written
notice in a form satisfactory to the Secretary of the Corporation.

    


    8.           State Securities
Laws.  Notwithstanding the other provisions of this Option, in
the event that you are or become a resident of any state other than the State of
California, the Corporation may, in its reasonable discretion, determine that
the registration or qualification of the shares of Common Stock covered by this
Option is necessary or desirable as a condition of or in connection with the
exercise of this Option.  If the Corporation makes such a
determination, this Option may not be exercised in whole or in part unless and
until such registration or qualification shall have been effected or obtained
free of any conditions not acceptable to the Corporation, in its reasonable
discretion.  The Corporation shall use good faith reasonable efforts
to obtain or effect such registration or qualification, but is not required to
obtain or effect such registration or qualification.

    



    
      
         


      

      
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    9.           Notices.  Any
notices provided for in this Option or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Corporation to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the address specified below or
at such other address as you hereafter designate by written notice to the
Secretary of the Corporation.

    


    10.           Supremacy of the
Plan.  This Option is subject to all the provisions of the
Plan, a copy of which is attached, and its provisions are hereby made a part of
this Option as though set forth in full herein.  This Option is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict between the provisions of this
Option and those of the Plan, the provisions of the Plan shall
control.

    


    11.           Optionee
Acknowledgments.  By executing this Option, you acknowledge and
agree as follows:

    


    11.1           Although
the Corporation has made a good faith attempt to qualify this Option as an
“Incentive Stock Option” within the meaning of Code § 422, the Corporation does
not warrant that this Option granted herein constitutes an “Incentive Stock
Option” within the meaning of that section, or that the transfer of stock
acquired pursuant to this Option will be treated for Federal and State Income
Tax purposes as specified in Code § 421.

     

    11.2           You
shall, from time to time, notify the Secretary of the Corporation in writing of
each disposition (including a sale, exchange, gift, or a transfer of legal
title) of shares of Common Stock acquired pursuant to the exercise of this
Option, within two (2) years after acquiring those shares.  Such
notification shall be in writing and shall be made within 15 days after each
such disposition is made.

     

    11.3           You
understand that if, among other things, you dispose of shares of Common Stock
granted to you pursuant to this Option within two years of the granting of this
Option to you or within one year of the transfer of such shares to you, or you
exercise this Option more than three months after termination of employment,
then such shares will not qualify for the beneficial treatment which you might
otherwise receive under Code §§ 421 and 422.

    


    11.4           You
further understand that upon exercise of this Option you may be subject to
alternative minimum tax as a result of such exercise.

    


    11.5           You
and your transferees have no rights as a shareholder with respect to any shares
of Common Stock covered by this Option until the date of the issuance of a stock
certificate for such shares.

    


    11.6           The
Corporation is not providing you with advice, warranties or representations
regarding any of the legal or tax effects to you with respect to this
grant.

    


    11.7           You
acknowledge that you are familiar with the terms of the grant made to you under
this Option and the Plan, that you have been encouraged by the Corporation to
discuss the grant and the Plan with your own legal and tax advisers, and that
you agree to be bound by the terms of the grant and the Plan.

    



    
      
         


      

      
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    12.           Withholding.  You
acknowledge that federal and state income and payroll tax may apply upon
exercise of this Option.  If the Corporation determines, in its sole
discretion, that withholding is required, you agree that such withholding may be
accomplished with respect to the cash compensation (if any) due to you from the
Corporation.  If withholding pursuant to the foregoing sentence is
insufficient (in the sole judgment of the Corporation) to satisfy the full
withholding obligation, you agree that you will pay over to the Corporation the
amount of cash or, if acceptable to the Corporation in its sole discretion,
property with a value necessary to satisfy such remaining withholding obligation
on the date this Option is exercised or at a time thereafter specified in
writing by the Corporation.

    


    13.           Entire
Agreement.  This Option and the Plan constitute the entire
agreement between the parties pertaining to the subject matter contained herein
and they supersede all prior and contemporaneous agreements, representations,
and understandings of the parties.  No supplement, modification, or
amendment of this Option shall be binding unless executed in writing by all of
the parties.  No waiver of any of the provisions of this Option shall
be deemed or shall constitute a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver.  No
waiver shall be binding unless executed in writing by the party making the
waiver.

    


    14.           Governing
Law.  This Option shall be construed according to the laws of
the State of California and federal law, as applicable.  Any dispute
relating to this Option shall be brought and heard only in a court of competent
jurisdiction in the State of California.

    


    Dated as
of the date first written above.

    


    
      	 
      	
              CLEARVIEW
      ACQUISITIONS, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:      /s/ Scott
      Weinbrandt                         
      

            
	 
      	 
      
	 
      	
              Name:
           Scott
      Weinbrand

            
	 
      	 
      
	 
      	
              Its:
           President

            
	 
      	 
      
	 
      	
              Date:
      February 11, 2009

            


    

    



    
      
         


      

      
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    The
undersigned:

    


    (a)           Acknowledges
receipt of the foregoing Option, agrees to its terms and understands that all
rights and liabilities with respect to this Option are set forth in this Option
and the Plan; and

     

    (b)           Acknowledges
that as of the date of grant of this Option, it sets forth the entire
understanding between the undersigned and the Corporation and its affiliates
regarding the acquisition of the Common Stock of the Corporation covered by this
Option and supersedes all prior oral and written agreements on that
subject.

    


    OPTIONEE:

    


    /s/ Ian
Gardner                  


    Ian A.
Gardner

    


    Address:                XXXXXXXXXXXXXXXXX

    XXXXXXXXXXXXXXXXX

    


    Soc. Sec.
#:            XXXXXXXXXXXXXXXXX

    


    Date:
February 11, 2009

     


    
      
         


      

      
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    EXHIBIT
A

     

    OPTION
PLAN

     

    
 

     

     

     

     

     

     

     

    7