Exhibit 10.71


 


EXECUTIVE


INCENTIVE
STOCK OPTION


AGREEMENT


 


THE INVENTURE GROUP,
INC., a Delaware corporation (the “Company”),
hereby grants effective             
(the “Grant Date”) to           
(the “Optionee”) an option to
purchase a total of           
shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) at a price of $ X.XX  per
share, valued at close of business on            .  The option granted to you is subject to the
terms and conditions of the Company’s 2005 Equity Incentive Plan (the “Plan”) and such additional terms and
conditions as are set forth in this Incentive Stock Option Agreement (the “Agreement”).  The terms of the Plan are incorporated by
reference in this Agreement and govern the granting, holding and exercise of
your option as though set forth in full in this Agreement.  A copy of the Plan is attached to the
Prospectus delivered to you with this Agreement.  All capitalized terms used in this Agreement
and not otherwise defined herein shall have the meanings expressly assigned
thereto in the Plan.


 


1.             Nature of the Option.  This option is intended to be an “Incentive
Stock Option” as defined in and subject to the limitations of Section 422A
of the Internal Revenue Code of 1986.


 


2.             Exercise of Option; Net
Exercise; Acceleration.


 


a)             This option may be exercised by delivery of written
notice to the Company in the form attached as Exhibit A stating the
number of shares of Common Stock with respect to which the option is being
exercised, making such representations, warranties and agreements with respect
to such shares of Common Stock as may be required by the Company, and
accompanied by full payment of the purchase price therefor.  Payment may be made in cash, by check, by
delivery of shares of Common Stock or in such other form or combination of
forms as shall be acceptable to the Company. 
This option shall not be exercisable as to fewer than 500 shares of
Common Stock, or the remaining shares of Common Stock covered by this option if
fewer than 500.


 


b)            Provided that the Optionee is then employed by the
Company, this option shall vest and become exercisable in installments on the
following dates:


 


	
  XX/XX/XX

  	
   

  	
  X
  shares

  
	
  XX/XX/XX

  	
   

  	
  X
  shares

  
	
  XX/XXXX

  	
   

  	
  X
  shares

  
	
  XX/XX/XX

  	
   

  	
  X
  shares

  
	
  XX/XX/XX

  	
   

  	
  X
  shares

  



 


(each of the above dates,
a “Vesting Date”).


 


c)             “Accelerated Vesting on Change of Control.  One hundred percent (100%) of that portion of
this option that remains unvested will become fully vested in the event that a
Change of Control occurs if the Optionee is employed by the Company at the time
of the Change of Control, except to the extent that such acceleration would
cause a “280G Event”, as defined below. 
To the extent vested but unexercised options evidenced by this Agreement
are exercised by Optionee following acceleration, for each share of capital
stock issuable to Optionee in connection with such exercise, Optionee shall
receive the same consideration per share (in kind and value) received or
retained, as applicable, by holders of the Company’s Common Stock in connection
with the Change of Control.


 


i)              “Change of Control” means the consummation of any of
the following:


 


A)           Any transaction or series of transactions, whereby any
person (as that term is used in Section 13(d) and 14(d) of the
Exchange Act), is or becomes the beneficial owner (as that


 


 

















 


term is defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
the Company representing more than eighty percent (80%) of the combined
voting power of the Company’s then outstanding securities entitled to vote
generally in the election of directors; provided, that for purposes of
this paragraph, the term “person” shall exclude (I)  a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
Subsidiary, (II) a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership in the Company, and (III) any such person in connection with a
Non-Control Transaction defined below;


 


B)            Other than a Non-Control Transaction, any merger,
consolidation, or any other corporate reorganization of the Company pursuant to
which shares of Stock would be converted into cash, securities, or other
property (other than a merger, consolidation or other reorganization with a
wholly owned Subsidiary), if more than eighty percent (80%) of the
combined voting power of the continuing or surviving entity’s securities
entitled to vote in the election of directors outstanding immediately after
such merger, consolidation, or other reorganization is owned by persons who
were not stockholders of the Company immediately prior to such merger,
consolidation, or other reorganization;


 


C)            The sale, exchange, transfer, or other disposition of all
or substantially all of the assets of the Company (other than a sale, exchange,
transfer or other disposition to one or more Subsidiaries, or under conditions
that would constitute a Non-Control Transaction), provided that such assets
represent at least eighty percent (80%) of the Company’s consolidated revenue
for the preceding twelve months and at least eighty percent (80%) of the
Company’s consolidated net income for the preceding twelve months; or


 


D)            The liquidation or dissolution of the Company.


 


A “Non-Control Transaction”
means any transaction the sole purpose of which is to change the jurisdiction
of incorporation of the Company or to create a holding company that will be
owned in substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction.


 


ii)             “280G Event” means any payment on
account of acceleration under this Agreement to the extent that such payment or
portion thereof made in accordance with this Agreement, when considered in
combination with any other “payments in the nature of compensation contingent
on a change in the ownership or control” of the Company (as defined in Section 280G
of the Internal Revenue Code and the regulations adopted thereunder) payable to
or for the benefit of the Optionee under this Agreement, or under any other
bonus plan, agreement or arrangement, shall exceed the maximum amount which the
Company may pay without loss of deduction under Section 280G of the
Internal Revenue Code or which the Optioneee may receive without becoming
subject to the tax imposed by Section 4999 of the Internal Revenue
Code.  Nothing in this provision,
however, is intended to imply that the benefits contemplated by this Agreement
in fact constitute “payments in the nature of compensation contingent on a
change in the ownership or effective control” of the Company, the nature of and
the amount of which, either solely or in combination with any other benefits,
would exceed amounts that the Company may pay without loss of deduction under Section 280G
of the Internal Revenue Code or which the Optionee may receive without becoming
subject to the tax imposed by Section 4999 of the Internal Revenue Code.


 


3.             Termination.  This option shall expire ten (10) years
from the Grant Date above, (the “Expiration Date”)
unless earlier terminated in accordance with the provisions hereof.


 


4.             Early Termination.


 


a)             In the event that Optionee ceases to be an employee of
the Company for any reason whatsoever (including by death, Retirement or
Disability, or termination by voluntary resignation or removal with or without
Cause), this option shall automatically terminate on the date Optionee ceases
to be an employee to the extent this option is unvested on such date.


 


 

















 


b)            In the event that Optionee is removed as an employee for
Cause, this option shall automatically terminate immediately upon the effective
date of the notice of such removal whether or not this option is vested or
unvested on such date.


 


c)             In the event that Optionee ceases to be an employee of
the Company for any reason other than death, Disability or removal for Cause
(including by Retirement, termination by voluntary resignation or removal
without Cause), Optionee shall have the right to exercise this option to the
extent that Optionee was entitled to exercise such option on the date Optionee
ceased to be an employee; provided, however, that such exercise must be made on
or before the earlier of (i) the 60th day following the date Optionee ceases to be
an employee or (ii) the Expiration Date.


 


d)            In the event of the Disability or death of Optionee,
Optionee or Optionee’s estate shall have the privilege of exercising this
option to the extent that Optionee was entitled to exercise such option on the
date of Optionee’s Disability or death; provided, however, that such exercise
must be made on or before the earlier of (i) the 180th day following the
date of Optionee’s Disability or death or (ii) the Expiration Date.


 


5.             Assignment or Transfer.  This option may not be assigned or
transferred and shall be exercisable only by the Optionee during the Optionee’s
lifetime.


 


6.             Governing Law.   This Agreement shall be governed and
construed in accordance with the laws of the State of Arizona without giving
effect to the principles of conflicts of laws.


 


7.             Tax Matters.


 


a)             Tax Treatment. 
Section 422 of the Internal Revenue Code of 1986, as amended,
provides for advantageous tax treatment upon the disposition of shares acquired
pursuant to an incentive stock option such as you have been granted
herein.  Such advantageous treatment is
presently only available to the extent that the value of shares exercisable for
the first time by you pursuant to all your outstanding incentive stock options
in the Company does not exceed $100,000 in any one year, based on the fair market
value of the shares on the date of grant. 
Accordingly, if the total value of shares vesting under this stock
option and any other incentive stock option granted to you by the Company
exceeds the maximum amount permissible under Section 422 or any successor
statute, this stock option will be treated as an incentive stock option with
respect to the maximum number of permissible shares and as a nonqualified stock
option with respect to the balance of shares. 
There is no assurance that your option will, in fact, be treated as an
incentive stock option.


 


In addition, in order to
qualify presently for incentive stock option treatment, you must not make a “disqualifying
disposition” of shares acquired pursuant to this stock option within two (2) years
from the Grant Date nor within one (1) year after the shares are
transferred to you.  Although the
foregoing holding period requirements do not represent a term or condition of
this stock option, you may find that it is in your best interests to comply with
them.


 


Because
the tax effect may vary depending on your personal circumstances, including any
alternative minimum tax treatment, and the tax laws may change from time to
time, it is strongly recommended that you consult with tax counsel or a tax
advisor in order to realize any available tax benefits associated with this
stock option.


 


b)            Withholding. 
If the exercise of any rights granted in this Agreement of the
disposition of shares following exercise of such rights results in the Optionee’s
realization of income which for federal, state or local income tax purposes is,
in the opinion of the Company, subject to withholding of tax, the Optionee will
pay to the Company an amount equal to such withholding tax (or the Company may
withhold such amount from any compensation due the Optionee) prior to delivery
of certificates evidencing the shares of Common Stock purchased.


 


 

















 


8.             Not an Employment
Agreement.  This Agreement is not an assurance of continued engagement as a
director for any period of time, including any period of time necessary to
permit vesting of your option under Paragraph 2(b) above.


 


IN WITNESS WHEREOF, the
Company and the Optionee have executed this Incentive Stock Option Agreement
effective on the first date mentioned above.


 


	
  THE COMPANY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE INVENTURE GROUP,
  INC.

  	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
  Print Name: