ex10-2.htm


    Exhibit
10.2

    VEMICS,
INC.

    


    2007
EQUITY COMPENSATION PLAN

    


    INCENTIVE STOCK OPTION
GRANT

    


    This
INCENTIVE STOCK OPTION GRANT, dated as of August __, 2008 (the “Date of Grant”),
is delivered by VEMICS, INC. (the “Company”) to ______ (the
“Grantee”).

    


    RECITALS

    


    A.           The
VEMICS, INC. 2007 Equity Compensation Plan (the “Plan”) provides for the grant
of options to purchase shares of common stock of the Company.  The
Board of Directors of the Company (the “Board”) has decided to make a stock
option grant as an inducement for the Grantee to promote the best interests of
the Company and its shareholders.  A copy of the Plan is
attached.

    


    B.           The
Board is authorized to appoint a committee to administer the Plan.  If
a committee is appointed, all references in this Agreement to the “Board” shall
be deemed to refer to the committee.

    


    NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:

    


    1. Grant of
Option.

    


    (a) Subject
to the terms and conditions set forth in this Agreement and in the Plan, the
Company hereby grants to the Grantee an incentive stock option (the “Option”) to
purchase _____ shares of common stock of the Company (“Shares”) at an exercise
price of ___ ($___) per Share.  The Option shall become exercisable
according to Paragraph 2 below.

    


    (b) The
Option is designated as an incentive stock option, as described in Paragraph 5
below.  However, if and to the extent the Option exceeds the limits
for an incentive stock option, as described in Paragraph 5, the Option shall be
a nonqualified stock option.

    


    2. Exercisability of
Option.  The Option is fully vested and thus shall become fully
exercisable on the date hereof, if the Grantee is employed by, or providing
service to, the Employer (as defined in the Plan).  The exercisability
of the Option is cumulative, but shall not exceed 100% of the Shares subject to
the Option.  If the foregoing schedule would produce fractional
Shares, the number of Shares for which the Option becomes exercisable shall be
rounded down to the nearest whole Share.

    


    3. Term of
Option.  The Option shall have a term of five (5) years from
the Date of Grant and shall terminate at the expiration of that period, unless
it is terminated at an earlier date pursuant to the provisions of this Agreement
or the Plan.  Any portion of the Option that is not exercisable at the
time the Grantee ceases to be employed by, or provide service to, the Employer
shall immediately terminate.

    


    4. Exercise
Procedures.

    


    (a) Subject
to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or
all of the exercisable Option by giving the Company written notice of intent to
exercise in the manner provided in this Agreement, specifying the number of
Shares as to which the Option is to be exercised and the method of
payment.  Payment of the exercise price shall be made in accordance
with procedures established by the Board from time to time based on type of
payment being made but, in any event, prior to issuance of the
Shares.  The Grantee shall pay the exercise price (i) in cash, (ii)
with the approval of the Board, by delivering Shares of the Company, which shall
be valued at their fair market value on the date of delivery, or by attestation
(on a form prescribed by the Board) to ownership of Shares having a fair market
value on the date of exercise equal to the exercise price, (iii) after a public
offering of the Company’s stock, by payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board or (iv) by
such other method as the Board may approve.  The Board may impose from
time to time such limitations as it deems appropriate on the use of Shares of
the Company to exercise the Option.

    


    (b) The
obligation of the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such approvals by
governmental agencies as may be deemed appropriate by the Board, including such
actions as Company counsel shall deem necessary or appropriate to comply with
relevant securities laws and regulations.  The Company may require
that the Grantee (or other person exercising the Option after the Grantee’s
death) represent that the Grantee is purchasing Shares for the Grantee’s own
account and not with a view to or for sale in connection with any distribution
of the Shares, or such other representation as the Board deems
appropriate.

    


    (c) All
obligations of the Company under this Agreement shall be subject to the rights
of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable.  Subject to Board approval, the
Grantee may elect to satisfy any tax withholding obligation of the Employer with
respect to the Option by having Shares withheld up to an amount that does not
exceed the minimum applicable withholding tax rate for federal (including FICA),
state and local tax liabilities.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Designation as Incentive
Stock Option.

    


    (a) This
Option is designated an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).  If the aggregate fair
market value of the stock on the date of the grant with respect to which
incentive stock options are exercisable for the first time by the Grantee during
any calendar year, under the Plan or any other stock option plan of the Company
or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess,
shall be treated as a nonqualified stock option that does not meet the
requirements of Section 422.  If and to the extent that the Option
fails to qualify as an incentive stock option under the Code, the Option shall
remain outstanding according to its terms as a nonqualified stock
option.

    


    (b) The
Grantee understands that favorable incentive stock option tax treatment is
available only if the Option is exercised while the Grantee is an employee of
the Company or a parent or subsidiary of the Company or within a period of time
specified in the Code after the Grantee ceases to be an employee.  The
Grantee understands that the Grantee is responsible for the income tax
consequences of the Option, and, among other tax consequences, the Grantee
understands that he or she may be subject to the alternative minimum tax under
the Code in the year in which the Option is exercised.  The Grantee
will consult with his or her tax adviser regarding the tax consequences of the
Option.

    


    (c) The
Grantee agrees that the Grantee shall immediately notify the Company in writing
if the Grantee sells or otherwise disposes of any Shares acquired upon the
exercise of the Option and such sale or other disposition occurs on or before
the later of (i) two years after the Date of Grant or (ii) one year after the
exercise of the Option.  The Grantee also agrees to provide the
Company with any information requested by the Company with respect to such sale
or other disposition.

    


    6. Change of
Control.  The provisions of the Plan applicable to a Change of
Control shall apply to the Option, and, in the event of a Change of Control, the
Board may take such actions as it deems appropriate pursuant to the
Plan.

    


    7. Right of First Refusal;
Repurchase Right; Shareholder’s Agreement.  As a condition of
receiving this Option, the Grantee hereby agrees that all Shares issued under
the Plan shall be subject to a right of first refusal and repurchase right as
described in the Plan, and the Board may require that the Grantee (or other
person exercising the Option) execute a shareholder’s agreement, in such form as
the Board determines, with respect to all Shares issued upon the exercise of the
Option before a public offering of the Company’s stock.

    


    8. Restrictions on
Exercise.  Only the Grantee may exercise the Option during the
Grantee’s lifetime.  After the Grantee’s death, the Option shall be
exercisable (subject to the limitations specified in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.

    


    9. Grant Subject to Plan
Provisions.  This grant is made pursuant to the Plan, the terms
of which are incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Plan.  The grant and exercise of
the Option are subject to interpretations, regulations and determinations
concerning the Plan established from time to time by the Board in accordance
with the provisions of the Plan, including, but not limited to, provisions
pertaining to (i) rights and obligations with respect to withholding taxes, (ii)
the registration, qualification or listing of the Shares, (iii) changes in
capitalization of the Company and (iv) other requirements of applicable
law.  The Board shall have the authority to interpret and construe the
Option pursuant to the terms of the Plan, and its decisions shall be conclusive
as to any questions arising hereunder.

    


    10. No Employment or Other
Rights.  The grant of the Option shall not confer upon the
Grantee any right to be retained by or in the employ or service of the Employer
and shall not interfere in any way with the right of the Employer to terminate
the Grantee’s employment or service at any time.  The right of the
Employer to terminate at will the Grantee’s employment or service at any time
for any reason is specifically reserved.

    


    11. No Shareholder
Rights.  Neither the Grantee, nor any person entitled to
exercise the Grantee’s rights in the event of the Grantee’s death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.

    


    12. Assignment and
Transfers.  The rights and interests of the Grantee under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent and
distribution.  In the event of any attempt by the Grantee to alienate,
assign, pledge, hypothecate, or otherwise dispose of the Option or any right
hereunder, except as provided for in this Agreement, or in the event of the levy
or any attachment, execution or similar process upon the rights or interests
hereby conferred, the Company may terminate the Option by notice to the Grantee,
and the Option and all rights hereunder shall thereupon become null and
void.  The rights and protections of the Company hereunder shall
extend to any successors or assigns of the Company and to the Company’s parents,
subsidiaries, and affiliates.  This Agreement may be assigned by the
Company without the Grantee’s consent.

    


    13. Applicable
Law.  The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.

    


    14. Notice.  Any
notice to the Company provided for in this instrument shall be addressed to the
Company in care of the President at Vemics, Inc., at the Company’s headquarters,
and any notice to the Grantee shall be addressed to such Grantee at the current
address shown on the payroll of the Employer, or to such other address as the
Grantee may designate to the Employer in writing.  Any notice shall be
delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post
office regularly maintained by the United States Postal Service.

    


    IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.

    


    VEMICS, INC.

    


    Attest:

    


    


    By:                                                                

    


    


    I hereby
accept the Option described in this Agreement, and I agree to be bound by the
terms of the Plan and this Agreement.  I hereby further agree that all
the decisions and determinations of the Board shall be final and
binding.

    


    Grantee:                                                                

    


    


    Date: