Exhibit 10.30


 


MXENERGY HOLDINGS INC.


2006 EQUITY INCENTIVE COMPENSATION PLAN


 


Stock Option Award Agreement


 


Award
No.


 


You are hereby
awarded the following stock option (the “Option”) to purchase Shares of MxEnergy
Holdings Inc. (the “Company”), subject to the terms and conditions set
forth in this Stock Option Award Agreement (the “Award Agreement”) and
in the MxEnergy Holdings Inc. 2006 Equity Incentive Compensation Plan (the “Plan”),
which is attached hereto as Exhibit A. You should carefully review these
documents, and consult with your personal financial advisor, before exercising
this Option.


 


By executing
this Award Agreement, you agree to be bound by all of the Plan’s terms and
conditions as if they had been set out verbatim below. In addition, you recognize
and agree that all determinations, interpretations, or other actions respecting
the Plan and this Award Agreement will be made by the Company’s Board of
Directors or any Committee appointed by the Board to administer the Plan, and
shall (in the absence of material and manifest bad faith or fraud) be final,
conclusive and binding on all parties, including you and your successors in
interest. Terms that begin with initial capital letters have the special
meanings set forth in the Plan or in this Award Agreement (unless the context
indicates otherwise).


 


1.             Specific Terms. This
Option shall have, and be interpreted according to, the following terms,
subject to the provisions of the Plan in all instances:


 


	
  Your Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type of Stock Option:

  	
   

  	
  o    Incentive
  Stock Option (ISO)(1)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o   
  Non-Incentive Stock Option

  
	
   

  	
   

  	
   

  
	
  Number of Shares subject to Option:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Option Exercise Price per Share:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  



 


Vesting Schedule:                        0% on Grant Date, and one-third
(1/3) on each of the first three annual anniversary dates of your Continuous
Service after the Grant Date; provided your Continuous Service has not ended
beforehand.


 


(Establishes your rights to exercise this Option with respect to the
Number of Shares stated above, subject to acceleration per Section 2 below;
subject to any contrary provision in any separate written agreement between you
and the Company.)


 






(1) If you directly or indirectly own
more than 10% of the voting power of all classes of stock of the Company or of
any Subsidiary, then the term of your ISO cannot exceed 5 years and the
exercise price must be at least 110% of the Fair Market Value. Only employees
may receive ISOs.


 

















 


	
  Lifetime Transfer:

  	
   

  	
  o

  	
   

  	
  Allowed
  pursuant to Section 8 below only for Non-Incentive Stock Option.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  10 years
  after Grant Date

  



 


2.             Accelerated Vesting; Change in Corporate Control. To the extent you
have not previously vested in your rights with respect to this Award, your
Award will become –


 


(a)                                  100% vested if your
Continuous Service ends due to your death or “disability” within the meaning of
Section 409A of the Code; or


 


(b)                                 100% vested if your
Continuous Service ends due to an Involuntary Termination that occurs within
the six-month period following a Change in Control.


 


3.             Term of Option. The
term of the Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable)
on the Expiration Date.


 


4.             Manner of Exercise. The
Option shall be exercised in the manner set forth in the Plan, using the
exercise form attached hereto as Exhibit B. The number of Shares for
which the Option may be exercised is cumulative; that is, if you fail to
exercise the Option for all of the Shares vested under the Option during any
period set forth above, then any Shares subject to the Option that are not
exercised during such period may be exercised during any subsequent period,
until the expiration or termination of the Option pursuant to Sections 2 and 6
of this Award Agreement and the terms of the Plan. Fractional Shares may not be
purchased.


 


5.             Special ISO Provisions. If
designated as an ISO, this Option shall be treated as an ISO to the extent
allowable under Section 422 of the Code, and shall otherwise be treated as a
Non-ISO. If you sell or otherwise dispose of Shares acquired upon the exercise
of an ISO within 1 year from the date such Shares were acquired or 2 years from
the Grant Date, you agree to deliver a written report to the Company within 10
days following the sale or other disposition of such Shares detailing the net
proceeds of such sale or disposition.


 


6.             Termination of Continuous
Service. If your Continuous Service with the
Company is terminated for any reason, this Option shall terminate on the date
on which you cease to have any right to exercise the Option pursuant to the
terms and conditions set forth in Section 6 of the Plan.


 


7.             Designation of Beneficiary.
Notwithstanding anything to the contrary contained herein or in the Plan,
following the execution of this Award Agreement, you may expressly designate a
beneficiary (the “Beneficiary”) to your interest in the Option awarded
hereby. You shall designate the Beneficiary by completing and executing a
designation of beneficiary agreement substantially in the form attached hereto
as Exhibit C (the “Designation of Beneficiary”) and delivering an
executed copy of the Designation of Beneficiary to the Company.


 


2

















 


8.             Restrictions on Transfer of Awards.
This Award Agreement may not be sold, pledged, or otherwise transferred without
the prior written consent of the Committee. Notwithstanding the foregoing, you
may transfer this Option (if allowed under Section 1 for a Non-Incentive Stock
Option) –


 


(a)                                  by
instrument to an inter vivos or testamentary trust (or other entity) in which
each beneficiary is a permissible gift recipient, as such is set forth in
subsection (ii) of this Section, or


 


(b)                                 by
gift to charitable institutions or by gift or transfer for consideration to any
of the following relatives of yours (or to an inter vivos trust, testamentary
trust or other entity primarily for the benefit of the following relatives of yours):
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, domestic partner, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
and shall include adoptive relationships.


 


Any transferee of your rights
shall succeed and be subject to all of the terms of this Award Agreement and
the Plan.


 


9.             Conditions on Issuance of Shares; Transfer
Restrictions. Notwithstanding any other provision of the Plan or
of this Award Agreement: (i) the Committee may condition your receipt of Shares
on your execution of a shareholder agreement imposing terms generally
applicable to other similarly-situated employee-shareholders; and (ii) any
Shares issued pursuant to this Award Agreement shall be non-transferable until
the first day of the seventh month following the exercise of an Option.


 


10.          Taxes.
By signing this Award Agreement, you acknowledge that you shall be solely
responsible for the satisfaction of any taxes that may arise (including taxes
arising under Sections 409A or 4999 of the Code), and that neither the Company
nor the Administrator shall have any obligation whatsoever to pay such taxes.


 


11.          Notices. Any
notice or communication required or permitted by any provision of this Award
Agreement to be given to you shall be in writing and shall be delivered electronically,
personally, or by certified mail, return receipt requested, addressed to you at
the last address that the Company had for you on its records. Each party may,
from time to time, by notice to the other party hereto, specify a new e-mail or
home address for delivery of notices relating to this Award Agreement. Any such
notice shall be deemed to be given as of the date such notice is personally
delivered or properly mailed.


 


12.          Binding Effect. Except
as otherwise provided in this Award Agreement or in the Plan, every covenant,
term, and provision of this Award Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legatees, legal
representatives, successors, transferees, and assigns.


 


3

















 


13.          Modifications. This Award Agreement may be modified or amended at any
time, in accordance with Section 18 of the Plan and provided that you must
consent in writing to any modification that adversely and materially affects your
rights or obligations under this Award Agreement (with such an affect being
presumed to arise from a modification that would trigger a violation of Section
409A of the Code).


 


14.          Headings. Section
and other headings contained in this Award Agreement are for reference purposes
only and are not intended to describe, interpret, define or limit the scope or
intent of this Award Agreement or any provision hereof.


 


15.          Severability. Every
provision of this Award Agreement and of the Plan is intended to be severable. If
any term hereof is illegal or invalid for any reason, such illegality or
invalidity shall not affect the validity or legality of the remaining terms of
this Award Agreement.


 


16.          Counterparts. This
Award Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.


 


17.          Plan Governs. By
signing this Award Agreement, you acknowledge that you have received a copy of
the Plan and that your Award Agreement is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award
Agreement and your Award is subject to all interpretations, amendments, rules
and regulations which from time to time may be promulgated and adopted pursuant
to the Plan. In the event of a conflict between the provisions of this Award
Agreement and those of the Plan, the provisions of the Plan shall control.


 


18.          Investment Purposes. By executing
this Award Agreement, you represent and warrant that any Shares issued to you
pursuant to your Options will be held for investment purposes only for your own
account, and not with a view to, for resale in connection with, or with an
intent in participating directly or indirectly in, any distribution of such
Shares within the meaning of the Securities Act of 1933, as amended.


 


19.          Not a Contract of Employment. By
executing this Award Agreement you acknowledge and agree that (i) any person
who is terminated before full vesting of an award, such as the one granted to
you by this Award Agreement, could claim that he or she was terminated to
preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in
this Award Agreement or the Plan confers on you any right to continue an
employment, service or consulting relationship with the Company, nor shall it
affect in any way your right or the Company’s right to terminate your
employment, service, or consulting relationship at any time, with or without
Cause; and (iv) the Company would not have granted this Award to you but for
these acknowledgements and agreements.


 


20.          No Shareholder Rights. Pursuant to
Section 26 of the Plan, nothing in this Award Agreement or the Plan confers on
you any rights as a shareholder of the Company with respect to any Shares underlying
any Award until the date of issuance of a share certificate to you or your
Beneficiary for such shares. Prior to the issuance of Shares pursuant to an
Award, you shall not have the right to vote or to receive dividends or any
other rights as a shareholder with respect to the Shares


 


4

















 


underlying the Award,
notwithstanding its exercise. No adjustment will be made for a dividend or
other right that is determined based on a record date prior to the date the
stock certificate is issued, except as otherwise specifically provided for in
this Plan.


 


21.          Governing Law. The
laws of the State of Delaware shall govern the validity of this Award
Agreement, the construction of its terms, and the interpretation of the rights
and duties of the parties hereto.


 


BY YOUR SIGNATURE BELOW, along with the signature of the Company’s
representative, you and the Company agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.


 


 


	
   

  	
  MXENERGY HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carole R. Artman-Hodge

  
	
   

  	
   

  	
  Title

  	
  Executive Vice President

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The undersigned Participant hereby accepts the terms of this

  Award Agreement and the Plan.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Participant:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
											



 


5

















 


Exhibit A


 


MXENERGY HOLDINGS INC.


2006 EQUITY INCENTIVE COMPENSATION PLAN


 


 


Plan Document


 


 

















 


Exhibit B


 


MXENERGY HOLDINGS INC.


2006 EQUITY INCENTIVE COMPENSATION PLAN


 


 


Form of Exercise of Stock Option Award
Agreement


 


 


MxEnergy Holdings Inc.


Attention:


 


Dear Sir or Madam:


 


I, the undersigned, hereby elect to exercise my stock option (“Option”)
to purchase              
shares (“Shares”) of Common Stock of MxEnergy Holdings Inc. (“Company”)
under and pursuant to a Stock Option Agreement dated as of                 ,
and to pay the associated exercise price (the “Exercise Price”) and
employment and withholding taxes (“Taxes”) in the following manner.


 


	
  Method of Settlement

  	
   

  	
  Exercise Price

  	
   

  	
  Taxes

  	
   

  
	
  1.
  Withholding of wages from my next paycheck

  (OR:       separate
  payment to the Company)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. Surrender
  to the Company of Shares that I have held for at least six months *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3. Surrender
  to the Company of Shares that I would otherwise receive on the exercise date
  of this Option *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The availability of Methods 2 and 3 is subject to the absolute
discretion of the Committee. If authorized, any Shares surrendered to the
Company will be valued at their Fair Market Value, as determined under the
Plan, on the exercise date of this Option. The Committee may, in its
discretion, waive the six months’ requirement referenced in Method 2.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Optionee

  	
   

  
					



 

















 


Exhibit C


 


 MXENERGY HOLDINGS INC.


2006 EQUITY INCENTIVE COMPENSATION PLAN


 


 


Designation of Beneficiary


 


 


In connection with the Awards designated below that I have received
pursuant to the Plan, I hereby designate the person specified below as the
beneficiary upon my death of my interest in Awards as defined in the Company’s 2006
Equity Incentive Compensation Plan (the “Plan”). This designation shall
remain in effect until revoked in writing by me.


 


	
  Name of Beneficiary:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security No.:

  	
   

  	
   

  
	
   

  



 


This beneficiary designation relates to any and all of my rights under
the following Award or Awards:


 


o                  any Award that I
have received or ever receive under the Plan.


 


o                  the               
Award that I received pursuant to an award agreement dated                     
          ,                
between myself and the Company.


 


I understand that this designation operates to entitle the above-named
beneficiary, in the event of my death, to any and all of my rights under the
Award(s) designated above from the date this form is delivered to the Company
until such date as this designation is revoked in writing by me, including by
delivery to the Company of a written designation of beneficiary executed by me
on a later date.


 


 


	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name of Participant

  



 


Sworn to before me this


        day of              ,
200       


 


Notary Public


County of


State of