Form of Notice of Option Grant and Stock Option Agreement (VP level and above)



 Exhibit 10.02 
  
 Employment Level: Vice President and Above 
  

					
	 Notice of Grant of Stock
 Options
 And Option Agreement
	  	 Shopping.com Ltd.
 1 Zoran Street
 Netanya 42504, Israel
	 	 
			
	 Name of Optionee
 Residence Street Address
 City and Country
	  	 Option Number:
 Plan:
	 	 00000000
 2004


  
 Effective [date of grant], you have
been granted a(n) [Incentive/Non-Qualified] Stock Option to buy [number] Shopping.com Ltd. (the Company) stock at $[price] per share. 
  
 The total option price of the shares granted is $[total price]. 
  
 Shares in each period will become fully vested on the date shown. 
  

							
	 Shares

	 	 Vest Type

	 	 Full Vest

	 	 Expiration


	 [Number]
	 	Monthly	 	[Date]	 	[Date]
	 [Number]
	 	Monthly	 	[Date]	 	[Date]
	 [Number]
	 	Monthly	 	[Date]	 	[Date]
	 [Number]
	 	Monthly	 	[Date]	 	[Date]

  
 By your signature below and the
Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a
part of this document. 
  

					
			
	  	 	 	 	  
	 Shopping.com Ltd.
	 	 	 	 Date

			
	 	 	 	 	 
	 Optionee
	 	 	 	 Date


  

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 By your signature and the signature of the Company’s representative on the Notice of Grant above, you and
Shopping.com Ltd. and its subsidiaries and affiliates (collectively, the “Company”) agree that these Options are granted under and governed by the terms and conditions of the Shopping.com Ltd. 2004 Equity Incentive Plan (the “Stock
Option Plan”) and this Option Agreement. Optionee has reviewed the Stock Option Plan and this Option Agreement in their entirety, has had an opportunity to review the Stock Option Plan and any tax implications of his or her receipt of Options
with the appropriate professional advisors prior to executing this Option Agreement, and fully understands all provisions of the Stock Option Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Stock Option Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated in the Notice of Grant. 

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

 
 A. Grant of Option. 
  
 The Plan Administrator of the Company hereby grants to the Optionee named in
the Notice of Grant attached as Part I of this Agreement (the “Optionee”) options (the “Options”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the “Exercise Price”), subject to the terms and conditions of the Stock Option Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Stock Option Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Stock Option Plan shall prevail. 
  
 If designated in the Notice of Grant as an Incentive Stock Options (“ISO”), these Options are intended to qualify as Incentive
Stock Options under Section 422 of the Code. However, if these Options are intended to be Incentive Stock Options, to the extent that they exceed the $100,000 rule of Code Section 422(d) they shall be treated as Non-Qualified Stock Options
(“NQSOs”). 
  
 B. Exercise of Option. 

 
 (a) Right to Exercise. These Options are
exercisable during their term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement. 
  
 (b) Method of Exercise. These Options are exercisable by delivery of an exercise agreement, in the
form attached as Exhibit A (the “Exercise Agreement”), which shall state the election to exercise the Options, the number of Shares in respect of which the Options are being exercised (the “Exercised Shares”), and such other
representations and agreements as may be required by the Company pursuant to the provisions of the Stock Option Plan. The Exercise Agreement shall be completed by the Optionee and delivered to the Plan Administrator of the Company. The Exercise
Agreement shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. These Options shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Agreement accompanied by such aggregate
Exercise Price. The Plan Administrator may make available from time to time alternative means of exercise, including an on-line exercise program. 
  
 No Shares shall be issued pursuant to the exercise of these Options unless such issuance and exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Options are exercised with respect to such Exercised Shares. 
  

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 C. Method of Payment. 
  
 Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the
election of the Optionee: 
  
 1. cash;

  
 2. check; or 
  
 3. consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan. 
  
 D. Non-Transferability of Options. 
  
 These Options may not be transferred or assignable in any manner otherwise than by will or by the laws of descent or distribution, and with respect to Non-Qualified Stock Options (NQSO), by instrument to an inter
vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settler), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may not be made subject to
execution, attachment or similar process. These Options may be exercised during the lifetime of Optionee only by the Optionee or Optionee’s legal representative and any elections with respect to these Options may be made only by the Optionee or
Optionee’s legal representative. The terms of the Stock Option Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
  
 E. Term of Options. 
  
 If Optionee is Terminated for any reason other than death or Disability,
Optionee may exercise these Options within three (3) months after the Termination Date. Upon the death or Disability of the Optionee, these Options may be exercised within twelve (12) months after the Termination Date. In no event shall these
Options be exercised later than the Expiration Date as provided above. These Options may be exercised during such term only in accordance with the Stock Option Plan and the terms of this Option Agreement. 
  
 F. Acceleration of Vesting. 
  
 If, within the period commencing three (3) months before a Corporate
Transaction (as defined in Section 19 of the Stock Option Plan) and ending six (6) months after such Corporate Transaction, Optionee’s employment with the Company is terminated without Cause, as defined below (and not as a result of his death
or disability, as defined below), or Optionee resigns with Good Reason, as defined below, and subject to Optionee’s execution of a general release of known and unknown claims in form satisfactory to the Company, Optionee shall receive the
following benefits: 50% of the unvested shares and stock options issued to Optionee shall be deemed immediately vested and exercisable. Notwithstanding the foregoing, if any of Optionee’s stock options or shares are subject to acceleration of
vesting upon a Corporate Transaction pursuant to any existing agreement, such shares and/or options shall not be adversely affected by the terms hereof, and shall remain subject to the vesting and acceleration provisions of such other agreement(s).

  
 Termination without Cause: For purposes of this Section F, a
termination for “Cause” occurs if Optionee is terminated for any of the following reasons: (i) theft, dishonesty, misconduct or falsification of any employment or Company records; (ii) improper disclosure of the Company’s confidential
or proprietary information; (iii) any action by Optionee which has a material detrimental effect on the Company’s reputation or business; (iv) Optionee’s failure or inability to perform any assigned duties after written notice from the
Company to Optionee of, and a reasonable opportunity to cure such failure or inability, as long as such inability does not result from a disability; or (v) Optionee’s conviction (including any plea of guilty or no contest) for any criminal act
that impairs Optionee’s ability to perform Optionee’s duties under this Agreement or in any way has a detrimental effect on the Company’s business or reputation. 
  

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 Termination by Company for Death or Disability: The Company shall have the right at any time to terminate the
Optionee’s employment hereunder if the Optionee is substantially unable to perform the essential functions of his position with or without reasonable accommodation by reason of any mental, physical or other disability for a period of at least
six (6) consecutive months or until such earlier time as the Optionee becomes eligible to receive payments under the Company’s long-term disability policy. The Optionee’s employment hereunder shall also terminate automatically upon the
death of the Optionee. The termination pursuant to this provision shall be deemed termination for Cause. 
  
 Resignation for Good Reason: For purposes of this Section F, “Good Reason” means any of the following conditions, which condition(s) remain(s) in effect 15 days after written notice to the
Company’s Board of Directors from Optionee of such condition(s): (i) a decrease in Optionee’s base salary of 10% or greater; (ii) a material, adverse change in Optionee’s general responsibilities or duties, following a Corporate
Transaction as measured against Optionee’s responsibilities or duties immediately prior to such Corporate Transaction; (iii) the relocation of Optionee’s work place to a location greater than fifty miles from Optionee’s then-existing
primary place of business. Resignation by Optionee as a result of change in Optionee’s title does not qualify as “Good Reason”. 
  
 G. Tolling of Vesting of Options During Leave of Absence. 
  

In the event Optionee takes a leave of absence from the Company that is required or authorized pursuant to local, state or federal law, the vesting of
the Options shall be tolled after sixty (60) days from the commencement date of such leave. In the event Optionee takes a personal leave of absence from the Company, the vesting of the Options shall be tolled after thirty (30) days from the
commencement date of such leave. 
  
 H. Tax Consequences.
(applicable to U.S. taxpayers only) 
  
 Some of the federal
tax consequences relating to these Options, as of the date of these Options, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THESE OPTIONS OR DISPOSING OF THE SHARES. 
  
 1. Exercising the Options. 
  
 (a) Non-Qualified Stock Options. The Optionee may incur regular federal income tax liability upon exercise of NQSOs. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her
compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise. 
  
 (b) Incentive Stock Options. If these Options qualify as ISOs, the Optionee will have no regular federal income tax liability upon its exercise, although the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject the Optionee to alternative minimum tax in the year of
exercise. In the event that the Optionee ceases to be an employee but remains a service provider, any Incentive Stock Options of the Optionee that remain unexercised shall cease to qualify as Incentive Stock Options and will be treated for tax
purposes as Non-Qualified Stock Options on the date three (3) months and one (1) day following such change of status. 
  
 2. Disposition of Shares. 
  
 (a) NQSO. If the Optionee holds NQSO Shares for at least one (1) year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes. 
  

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 (b) ISO. If the Optionee holds ISO Shares for at least one (1) year after exercise
and two years after the grant date, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. If the Optionee disposes of ISO Shares within one (1) year after exercise or two (2) years
after the grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the
Shares acquired on the date of exercise and the aggregate Exercise Price, or (B) the difference between the sale price of such Shares and the aggregate Exercise Price. Any additional gain will be taxed as capital gain, short-term or long-term
depending on the period that the ISO Shares were held. 
  
 (i) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two (2) years after the grant
date, or (ii) one (1) year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that he or she may be subject to income tax withholding by the Company on the compensation
income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee. 
  
 I. Entire Agreement; Governing Law. 
  
 The Stock Option Plan is incorporated herein by reference. The Stock Option Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Israel. 
  
 J. NO GUARANTEE OF CONTINUED SERVICE. 
  
 OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
  

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 EXHIBIT A

  
 SHOPPING.COM LTD. 
  
 2004 EQUITY INCENTIVE PLAN 
  
 EXERCISE AGREEMENT 
  
 Shopping.com Ltd. 
 c/o Shopping.com, Inc. 
 8000 Marina Blvd., 5th Floor 
 Brisbane, CA 94005 
 USA 
 Attention:  Plan Administrator 
  
 1. Exercise of Options. Effective as of
today,                             , the undersigned (“Purchaser”) hereby elects to purchase
                             shares (the “Shares”) of the Ordinary Shares Shopping.com Ltd.
(the “Company”) under and pursuant to the Company’s 2004 Equity Incentive Plan (the “Stock Option Plan”) and the Stock Option Agreement
dated,                             (the “Option Agreement”). 
  
 2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares. 
  
 3. Representations of
Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Stock Option Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 
  
 4. Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Options. The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Options. No adjustment will be made for a dividend or other right for which the record date is prior to
the date of issuance, except as provided in Section 11 of the Stock Option Plan. 
  
 5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 
  
 6. Entire Agreement; Governing Law. The Stock Option Plan and Option
Agreement are incorporated herein by reference. This Agreement, the Stock Option Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement
is governed by, and subject to, the laws of the State of Israel, excluding the conflicts of laws rules, as provided in the Stock Option Plan. 
  









  

									
	 Submitted by:
	 	 	 	 Accepted by:

			
	 PURCHASER:
	 	 	 	 SHOPPING.COM LTD.

			
	 	 	 	 	 
	 Signature
	 	 	 	 By

			
	 	 	 	 	 
	 Print Name
	 	 	 	 Its

			
	 Address:
	 	 	 	 Address:

			
	 	 	 	 	c/o Shopping.com, Inc.
	 	 	 	 	8000 Marina Blvd., 5th Floor
	 	 	 	 	 Brisbane, CA 94005

	 	 	 	 	 USA

			
	 	 	 	 	 
	 	 	 	 	Date Received