Exhibit
10.2


 


                Model Form of
Incentive Stock Option Agreement under the 2004 Stock Option & Stock
Issuance Plan.  Pursuant to Section 3 of
the Plan, the stock option agreements need not be uniform and accordingly
Incentive Stock Option Agreements to certain individuals may vary from this
Model Form.


 


HEALTHGATE DATA CORP.


 


INCENTIVE STOCK OPTION
AGREEMENT


 


                THIS INCENTIVE
STOCK OPTION AGREEMENT is entered into by and between HealthGate Data Corp., a
Delaware corporation (the “Company”), and _______(“Optionee”).


W I  T
N  E  S  S  E  T  H:


                WHEREAS, the
Company has established the 2004 Stock Option & Stock Issuance Plan
pursuant to which Incentive Stock Options (as defined in Section 422 of the
Internal Revenue Code) may be granted (the “2004 Stock Option Plan”); and


                WHEREAS, the Company and Optionee desire to enter into
this Agreement concerning the grant by the Company of Incentive Stock Options
to Optionee, pursuant to the 2004 Stock Option Plan and Section 422 of the
Internal Revenue Code of 1986;


                NOW, THEREFORE, in
consideration of the covenants herein set forth, the parties agree as follows:


1.                                       Shares; Price; Vesting;
Term.  As of ___________ (the “Grant
Date”), the Company grants Optionee an option to purchase ______ shares of its
Common Stock, par value $0.03 per share (the “Option Shares”), at a price of
$____ per share (which price is at least equal to the fair market value of the
stock on the Grant Date, as determined in good faith by the Board of
Directors), pursuant to the Company’s 2004 Stock Option Plan, which shall be
exercisable according to the following schedule:


 




	
  Shares

  	
   

  	
  First Date

  of Exercise

  	
   

  	
  Last Date

  of Exercise

  	
   

  
	
  [Typically, the options
  vest quarterly over 3 years beginning one year after the employee’s hire
  date, or immediately upon grant for employees with more than one year of
  service.]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


                Subject to earlier termination
described herein, the Option shall terminate entirely at the close of business
on ______[Typically, 10 years after the Grant Date].


 


 





















 


                2.             Accelerated Vesting.  Notwithstanding the foregoing, this Option
shall immediately become exercisable as to all Option Shares then subject
hereto in the event of a “Change in Control” (as hereinafter defined) of the
Company.


                As used herein, a “Change
in Control” of the Company shall be deemed to have occurred if:


                                                (i)            there is a merger or consolidation
of the Company in which the Company is not the continuing or surviving
corporation;


                                                (ii)           the Company sells substantially all
its assets to a single purchaser or to a group of associated purchasers;


                                                (iii)          at least two-thirds of the outstanding
common stock of the Company is sold, exchanged or otherwise disposed of in one
transaction or in a series of related transactions;


                                                (iv)          any person or entity (other than any
stockholder presently owning more than 10%) becomes directly or indirectly the
owner or beneficial owner of 50% or more of the Company’s outstanding common
stock;


                                                (v)           the Board of Directors of the Company
determines in its sole and absolute discretion that there has been a change in
control of the Company.


                3.             Exercise.  Optionee may exercise this Incentive Stock
Option from time to time as hereinabove provided, by delivery to the Company,
as to each such exercise, at its principal office of (a) written notice of
exercise of this Incentive Stock Option, stating the number of shares then
being purchased hereunder; (b) a check or cash in the amount of the full
purchase price of such shares; (c) a check or cash in the amount of federal,
state and local withholding taxes, if any, required to be withheld and paid by
the Company as a result of such exercise; (d) agreement(s) referred to in
Section 7 of this Stock Option Agreement; and (e) such other documents or
instruments as may be required by any then applicable federal or state laws or
regulations, or regulatory agencies pertaining to this Incentive Stock Option,
any exercise thereof and/or any offer, issue, sale or purchase of any shares
covered by this Incentive Stock Option. 
Not less than one share may be purchased at one time.  After the Company shall have received all of
the foregoing, the Company shall proceed with reasonable promptness to issue
the shares so purchased upon such exercise of the Incentive Stock Option;
provided, however, that Optionee or any person or persons entitled to exercise
this Option under Section 5 hereof shall not be or be deemed to be the record
or beneficial owner of any such shares purchased upon 


 


 


 





















 


any exercise of this Incentive Stock Option until and unless the stock
certificate or certificates evidencing such shares actually shall have been
issued.  Except as provided in Sections 4
and 5 hereof, Optionee may exercise this Incentive Stock Option only if, on the
date of exercise, Optionee has been continuously in the employ of the Company
since the Grant Date.


                4.             Termination of Employment.  Notwithstanding the provisions of Section 3
hereof, if Optionee shall cease to be employed by the Company for any reason
other than Optionee’s death, Optionee may exercise this Incentive Stock Option (to
the extent he or she was entitled to do so at the termination of employment) at
any time and from time to time within three (3) months after such termination,
but in no event after the expiration of this Incentive Stock Option; provided,
however, that if the employment of Optionee terminates due to the permanent and
total disability of Optionee, Optionee may exercise this Incentive Stock Option
(to the extent Optionee was entitled to do so at the termination of Optionee’s
employment) only at any time and from time to time within twelve  (12) months after such termination, but in no
event after the expiration of this Incentive Stock Option.  No provision of the 2004 Stock Option Plan or
this Incentive Stock Option shall confer any right to continue in the employ of
the Company or interfere in any way with the right of the Company to terminate
any employment at any time.


                5.             Death of Optionee; No Assignment.  This Incentive Stock Option shall not be
assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee’s lifetime only by
Optionee.  If Optionee shall die while in
the employ of the Company, Optionee’s personal representative or the person
entitled to succeed to his or her rights hereunder shall have the right, at any
time and from time to time within three (3) months after the date of Optionee’s
death, and prior to the expiration or termination of this Incentive Stock
Option pursuant to Section 1 hereof, to exercise this Incentive Stock Option to
the extent that Optionee was entitled to exercise this Incentive Stock Option
at the date of Optionee’s death.


                6.             No Rights as Stockholder.  Optionee shall have no rights as a
stockholder with respect to the Common Stock covered by this Incentive Stock
Option until the date of the issuance of a stock certificate or stock
certificates to Optionee.  No adjustment
will be made for dividends or other rights for which the record date (or if
there is no record date established, then the date established for the
distribution of such dividend or right) is prior to 


 


 


 





















 


the date such stock certificates are issued.


                7.             Conditions of Resale.  Optionee agrees to comply with all applicable
federal and state securities laws and rules and regulations thereunder in
connection with the resale of any shares of Common Stock which shall have been
received upon exercise of this Option, and Optionee further agrees to comply
with all requirements of the Company with respect to the timing of such resale
which may be reasonably imposed by the Company as conditions of such
resale.  Optionee will, as a condition to
exercise of the Option, enter into an agreement with the Company pursuant to
which the Company shall have a right of first refusal with respect to the
transfer of the Option Shares.  Such
agreement shall be in the form acceptable to the Company and may include other
provisions concerning transfer or voting of the Option Shares which are
applicable to some or all other stockholders of the Company.  The Company may, in its discretion, place a
legend on stock certificates issued in connection with the exercise of this
Stock Option in order to insure compliance with the Securities Act of 1933, as
amended and the Stockholders’ Agreement.


                8.             Adjustments for Stock Splits, etc.  In the event of any change in the outstanding
Common Stock of the Company by reason of a stock dividend, recapitalization,
merger, consolidation, stock split, combination or exchange of shares, or the
like, the number and class of shares available under this Agreement,  the Stock Option prices and other terms and
conditionsmay be appropriately adjusted by the Board of Directors of the
Company, as described in the 2004 Stock Option Plan, whose determination shall be
conclusive.


9.             This Agreement Subject to 2004
Stock Option Plan.  This
Agreement is made pursuant to all of the provisions of the 2004 Stock Option
Plan, and is intended, and shall be interpreted in a manner, to comply
therewith.  Any provision hereof
inconsistent with the 2004 Stock Option Plan shall be superseded and governed
by the 2004 Stock Option Plan.


                10.           Miscellaneous.  Section and other headings are included
herein for reference purposes only and shall not be construed or interpreted as
part of this Agreement.


                Wherever and
whenever the context of this Agreement shall so require, the masculine,
feminine and neuter gender of any noun or pronoun shall include any or all of
the other genders and the singular shall include the plural and the plural
shall include the singular.


 


 


 





















 


                This Agreement may
be executed in several counterparts, all of which shall constitute one and the
same instrument.


                Optionee
understands that in order to receive “Incentive Stock Option” treatment
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended,
Optionee may not dispose of the Common Stock which may be purchased hereunder
within two years after the Grant Date, and must hold said Common Stock for at
least one year after the date of exercise of the Incentive Stock Option
described herein.  Furthermore, any
options granted to optionee in excess of the $100,000 limitation set forth in
Section 422 (d) of the Internal Revenue Code shall not receive “Incentive Stock
Option” status.


 


                IN WITNESS
WHEREOF, the parties hereto have executed this Agreement to be effective as of
___________.


 


	
   

  	
  HEALTHGATE
  DATA CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Optionee