ex10-2.htm


    Exhibit
10.2

     

    Option
No.  2007-___

    


    


    STOCK-TRAK
GROUP, INC.

    


    FORM
OF NONQUALIFIED

    STOCK
OPTION AGREEMENT

    UNDER
THE STOCK-TRAK GROUP, INC.

    (FORMERLY
NEUTRON ENTERPRISES, INC.)

    2007
STOCK INCENTIVE PLAN

    


    


    This
Agreement is made as of the date set forth on Schedule A hereto (the "Grant
Date") by and between Stock-Trak Group, Inc.  (the "Company"), and the
person named on Schedule A hereto (the "Optionee").

     

    WHEREAS,
Optionee is a valuable employee of the Company, which for this purpose includes
all subsidiaries of the Company, and whereas the Company considers it desirable
and in its best interest that Optionee be given an inducement to acquire a
proprietary interest in the Company and an incentive to advance the interests of
the Company by granting the Optionee an option to purchase shares of common
stock of the Company (the "Common Stock"); and

     

    WHEREAS,
to cover the granting of such Options, the Company has adopted the Stock-Trak
Group, Inc. (formerly Neutron Enterprises, Inc.) 2007 Stock Incentive Plan (the
"Plan").

     

    NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree that
as of the Grant Date, the Company hereby grants Optionee an option (the
“Option”) to purchase from it, upon the terms and conditions set forth in this
Agreement and the Plan, that number of shares of the authorized and unissued
Common Stock of the Company as is set forth on Schedule A hereto.

     

    1. Terms of
Stock Option.  The Option to purchase Common Stock granted
hereby is subject to the terms, conditions, and covenants set forth in the Plan
as well as the following:

     

    
      	
               
      

            	
              (a)

            	
              The
      Optionee has been provided with, reviewed and fully understood, the terms,
      conditions and covenants, of the
Plan;

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      Option is granted under, and subject in its entirety to, the terms of the
      Plan;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      per share exercise price for the shares subject to this Option is set
      forth on Schedule A hereto;

            


    

     

    
      	
               
      

            	
              (d)

            	
              This
      Option shall vest in accordance with the vesting schedule set forth on
      Schedule A hereto, subject to whatever other limitations are set forth
      within the Plan or contained in this
Agreement;

            


    

     

    


    
      	
               
      

            	
              (e)

            	
              No
      portion of this Option may be exercised more than five (5) years from the
      Grant Date; and

            


    

    


    
      	
               
      

            	
              (f)

            	
              This
      Option shall be subject to the restrictions on transferability set forth
      within the Plan.

            


    

     

    2.           Payment
of Exercise Price.  The Option may be exercised, in part or in
whole, only by written request to the Company accompanied by payment of the
exercise price in full either:  (i) in cash for the shares with
respect to which it is exercised; (ii) if the shares underlying the option are
registered under the Securities Act, by delivering to the Company a notice of
exercise with an irrevocable and unconditional direction to a creditworthy
broker-dealer registered under the Securities Exchange Act of 1934, as amended,
to sell a sufficient portion of the shares and deliver the sale proceeds
directly to the Company to pay the exercise price; (iii) by delivering
previously owned shares of Common Stock or a combination of shares and cash
having an aggregate Fair Market Value (as defined in the Plan) equal to the
exercise price of the shares being purchased; provided, however, that shares
of Common Stock delivered by the Optionee may be accepted as full or partial
payment of the exercise price for any exercise of the Option hereunder only if
the shares have been held by the Optionee for at least six (6) months, are not
subject to any repurchase, vesting or similar right, and such method of payment
is then permitted by law; (iv) by reducing the number of shares of Common Stock
otherwise issuable under the Option to the Optionee upon the exercise of the
Option by a number of shares of Common Stock having a Fair Market Value (as
defined in the Plan) equal to the  aggregated exercise price; provided, however, that such
method of payment is then permitted under applicable law; (v) to the extent
permitted by applicable law, by: (A) delivery of a promissory note of the
Optionee to the Company on terms determined by the Board, or (B) payment of such
other lawful consideration as the Board may determine; or (vi) by any
combination of the above permitted forms of payment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Miscellaneous.

     

    
      	
               
      

            	
              (a)

            	
              This
      Agreement is binding upon the parties hereto and their respective heirs,
      personal representatives, successors and
  assigns.

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      Agreement will be governed and interpreted in accordance with the laws of
      the State of Nevada, and may be executed in more than one counterpart,
      each of which shall constitute an original
  document.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      alterations, amendments, changes or additions to this agreement will be
      binding upon either the Company on or Optionee unless reduced to writing
      and signed by both parties.

            


    

     

    (d)           Capitalized
terms used within this Agreement unless otherwise defined,shall have themeaning
ascribed thereto in the Plan.

    


    (e)           Nothing
contained herein shall be construed as a guarantee of continuedemployment of
Optionee for any specific duration of time.

    


    IN
WITNESS WHEREOF, the Company has caused this option to be executed by its duly
authorized officer.

     

    


     

    STOCK-TRAK
GROUP, INC.

    


    


    By:
___________________________________

          Name:
Mitchell Rosen, CA

          Title:
Chief Financial Officer and Executive VP

    


    


    OPTIONEE’S
ACKNOWLEDGEMENT

     

    The
undersigned hereby acknowledges receipt of the foregoing option and a copy of
the Company’s 2007 Stock Incentive Plan.

     

    
      	
              OPTIONEE:
      __________________________

            
	
              _____________________________________

            
	
              Address:

            	
              ____________________________

            
	 
      	
              ____________________________

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
A

    


    


    1.           Optionee:  __________________

    


    2.           Grant
Date:  November 13,
2008

    


    3.           Number
of Shares of Common Stock covered by the Option:  _______________

     

    4.           Exercise
Price:  $0.03_________

    


    5.           The
Option shall vest in accordance with the following schedule:

    


    (a)  General
Vesting Provisions:

    


     

    
      	
               
      

            	
              (i)

            	
              Options
      to purchase ______ shares
      shall vest on November 12, 2009 (the “First Vesting Date”) provided
      Optionee remains continuously employed by the Company from the Grant Date
      through the First Vesting Date; and if Optionee shall not remain
      continuously employed by the Company through the First Vesting Date,
      Optionee shall forfeit upon such termination of service, the right to vest
      in all of the Options granted under this Agreement;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              thereafter,
      on November 12, 2010 (the “Second Vesting Date”), Options to purchase
      _________
      shares shall vest provided Optionee remains continuously employed by the
      Company from the Grant Date through the Second Vesting Date; and if a
      termination of service occurs prior to the Second Vesting Date, all of the
      unvested Options as of the date such termination of service shall no
      longer continue to vest after such termination of service, and thereafter
      Optionee shall forfeit any and all rights to any unvested
      Options.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              thereafter,
      on November 12, 2011  (the “Third Vesting Date”), Options to
      purchase ______ shares
      shall vest provided Optionee remains continuously employed by the Company
      from the Grant Date through the Third Vesting Date; and if a termination
      of service occurs prior to the Third Vesting Date, all of the unvested
      Options as of the date such termination of service shall no longer
      continue to vest after such termination of service, and thereafter
      Optionee shall forfeit any and all rights to any unvested
      Options.

            


    

     

    (b)  Other:

    


    
      	
               
      

            	
              (i)

            	
              upon
      whatever earlier dates as are permitted by the Company in its sole
      discretion; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              as
      otherwise provided for, and in accordance with, the terms and provisions
      of the Plan.

            


    

    


    
      	
              6.

            	
              Once
      a termination of employment or other service to the Company occurs, all
      Options to which Optionee is then entitled to exercise may only be
      exercised, if at all, in accordance with, and subject to, the terms and
      provisions of the Plan, unless otherwise provided for in this Option
      Agreement.