**Exhibit10.1.1**

 
| No.        |   | Number of Shares:               |   | Date of Grant:                         |
|-----------------------------------------------|--------|---------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**VITACUBE SYSTEMS HOLDINGS, INC.**

**INCENTIVE STOCK OPTION AGREEMENT**

** **

THIS AGREEMENT is made effective as of           ,200  , between                   (the “Optionee”) and VITACUBE SYSTEMS HOLDINGS, INC., a Nevada corporation (the“Company”).

 

1.                                       Grantof Option.  The Company, pursuant to the VitaCube SystemsHoldings, Inc. 2003 Stock Incentive Plan (“Plan”), a copy of which is attachedas Attachment A, hereby grants to the Optionee, an option (the “Option”) topurchase from the Company an aggregate of        Common Shares, as such Common Shares are now constituted, at the purchase priceof $       per share (the “Option Price”).  Such Option is intended to be an IncentiveStock Option as defined in the Plan.  Theprovisions of the Plan governing the terms and conditions of Incentive StockOptions are incorporated in full by this reference.  Certain capitalized terms used in thisAgreement and not defined herein will have the meaning set forth in the Plan.

 

2.                                       Termination.  Unless terminated earlier as provided hereinor in the Plan, the Option will terminate and be of no force or effect after5:00 p.m. Mountain Time on              ,        (the “Expiration Date”).

 

3.                                       Exerciseof Option.

 

3.1                                 Subjectto the provisions of the Plan and as provided herein regarding termination ofthe Option, this Option will vest and be exercisable in increments as follows:

 

| ** ** | ** ** | **Number of**            | ** ** |
|------------|------------|--------------------------|------------|
| **Date**   | ** ** | **Common Shares Vested** | ** ** |
|       |       |                     |       |
|       |       |                     |       |

 

3.2                                 Notwithstandingthe above, in the event of a Change in Control, the Option will earlier vestand be exercisable as provided in the Plan.

 

3.3           Optioneemay exercise this Option only with respect to whole shares.

 

4.                                       Methodof Exercise.  The Option evidenced hereby is exercisable bydelivery to and receipt by the Company of (a) a written notice of election toexercise (“Exercise Notice”),

 

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substantially in the form set forth in Attachment B hereto, specifyingthe number of Common Shares to be purchased; (b) payment of the Option Price infull for the number of Common Shares specified in the Exercise Notice; and (c)this Agreement for endorsement of exercise by the Company on Schedule I hereof.

 

5.                                       Paymentof Purchase Price.  The Option Price is payable in cash orcertified check payable to the order of the Company.  Upon the prior written consent of theCommittee, the Option Price may be paid by a recourse promissory note in favorof the Company.

 

6.                                       EarlyTermination.  The right to exercise this Option is subject to thefollowing additional limitations:

 

6.1                                 ThisOption will terminate immediately with respect to any Common Shares for whichthis Option has not been exercised upon the occurrence of the following events:

 

(a)                                  Thetermination of Optionee’s employment with the Company by the Company For Cause.

 

(b)                                 Abreach by Optionee of any confidentiality, noncompetition, or nonsolicitationcovenant contained in any employment agreement or any other agreement executedby the Optionee for the benefit of the Company.

 

(c)                                  Theconsummation of a Change in Control, unless the agreement governing the Changein Control provides otherwise.

 

(d)                                 Thedissolution or liquidation of the Company other than in connection with aChange in Control.

 

6.2                                 Ifthe Optionee’s employment with the Company is terminated other than For Cause,including termination because of Optionee’s death or disability, this Optionwill be exercisable, to the extent it was exercisable on the date the Optionee’semployment terminated, for a period of three months following such terminationof employment.  Upon the expiration ofthe three-month exercise period, or, if earlier, upon the Expiration Date ofthis Option, the Option will terminate and cease to be outstanding for anyCommon Shares for which this Option has not been exercised.

 

7.                                       Transferabilityof Option.  During the lifetime of the Optionee, the Option isexercisable only by the Optionee and is not assignable or transferable.  If the Optionee dies prior to the ExpirationDate, the Option to the extent exercisable on the date of Optionee’s death maybe exercised by the personal representative of the Optionee’s estate, or by thepersons to whom the Option is transferred pursuant to the Optionee’s will or inaccordance with the laws of descent and distribution.

 

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8.                                       Restrictionson Option Shares.  Optionee may not sell, pledge, or otherwisetransfer any interest in any Common Shares (the “Option Shares”) acquiredpursuant to exercise of the Option except pursuant to an effective registrationunder the Securities Act of 1933, as amended (the “Act”) and the applicablestate securities laws (“State Acts”) or if exemptions from such registrationare available.  Optionee understands thatthe Company may require an opinion of Optionee’s counsel or other evidencesatisfactory to the Company that any such transfer is not in violation of theAct or State Acts.  Unless the OptionShares are subject to an effective registration, the certificates representingthe Option Shares will bear a legend substantially as follows:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANYSTATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF ANEFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIESLAWS UNLESS EXEMPTIONS FROM REGISTRATION THEREUNDER ARE AVAILABLE, THEAVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF VITACUBESYSTEMS HOLDINGS, INC. (THE “COMPANY”).

 

9.                                       Noticeof Disqualifying Disposition.  IfOptionee sells or otherwise disposes of any of the Option Shares on or beforethe later of (a) the date two years after the Date of Grant, or (b) the dateone year after the date of exercise, Optionee will immediately notify theCompany in writing of such disposition. Optionee acknowledges and agrees that Optionee may be subject to incometax withholding by the Company on the compensation income recognized byOptionee from such disposition.

 

10.                                 GoverningLaw.  This Agreement will be governedby and construed under the laws of the state of Colorado.

 

11.                                 Notices.  Any and all notices, designations, consents,offers, acceptances, or any other communication provided for herein must be givenin writing and will be deemed to have been duly given, (a) if delivered bypersonal delivery; (b) when sent by email or confirmed facsimile, if sent on abusiness day before 5:00 p.m. and, otherwise on the next business day; (c) onebusiness day after being deposited with a nationally recognized overnightcourier; or (d) five days after being mailed, registered or certified mail,postage prepaid.  Such communicationswill be addressed, in the case of the Company, to its principal office, and inthe case of the Optionee, to Optionee’s address appearing on the record booksof the Company or Optionee’s residence, or at such other address as may bedesigned by Optionee.

 

12.                                 EntireAgreement.  This Agreement containsthe entire agreement and the understanding by and between the parties withrespect to the subject matter hereof.

 

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13.                                 Succession.  Except as otherwise provided herein or in thePlan, this Agreement will be binding upon and will enure to the benefit of theparties, their heirs, successors, assigns, and legal representatives.

 

14.                                 Severability.  If any provision of this Agreement is foundto be illegal or unenforceable for any reason whatsoever, the Agreement will beinterpreted and construed without reference to such provision, and the balanceof the Agreement will remain in full force and effect.

 

15.                                 ParagraphHeadings.  The paragraph headings areinserted in this Agreement for convenience only and are not intended to affectthe terms of this Agreement.

 

16.                                 Counterparts.  This Agreement may be executed incounterparts, each of which will be deemed an original and which together willconstitute a single instrument.

 

17.                                 ExecutionBy Optionee Required.  For thisAgreement to be effective, the Optionee must sign the following page (the “AcceptancePage”) and return it to the Company. THIS AGREEMENT WILL BE DEEMED WITHDRAWN AND THE OPTION WILL BE OF NOFORCE OR EFFECT UNLESS THE OPTIONEE HAS SIGNED AND RETURNED THE ACCEPTANCE PAGETO THE COMPANY WITHIN 60 DAYS FROM THE DATE THIS AGREEMENT IS SIGNED ON BEHALFOF THE COMPANY.

 

 
|   | VITACUBE SYSTEMS HOLDINGS, INC. |
|--------|---------------------------------|
|   |                            |
|   |                            |
| Dated: |                            |   | By: |   |
|   | Authorized  Officer             |
|        |                                 |  |  |  |

 

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** **

**ACCEPTANCEBY OPTIONEE**

 

The undersigned, by his or her signature below, hereby accepts theOption, acknowledges having read this Agreement and the Plan, and agrees to bebound by all provision set forth herein and in the Plan.

 
|   | OPTIONEE                |
|--------|-------------------------|
|   |                    |
|   |                    |
| Dated: |                    |   |   |
|   | [NAME]                  |
|   |                    |
|   | Address:                |   |
|   |                    |
|   |                    |
|   |                    |
|   | Social Security Number: |   |
|        |                         |  |  |  |  |

 

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# **Attachment A**

# ** **

(Copy of VitaCube SystemsHoldings, Inc.2003 Stock Incentive Plan)

 

A-1

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**AttachmentB**

 

(Suggested form ofExercise Notice - please retype or make a copy of this letter before using.)

 
| Date:                 |
|-------------------------------------------------------------------------------------------------------|
|                                                                                                  |
| Treasurer                                                                                             |
| VitaCube Systems Holdings, Inc.                                                                       |
| 480 South Holly Street                                                                                |
| Denver, CO 80246                                                                                      |

 

Dear Sir:

 

In accordance with the Incentive Stock Option Agreement (the “Agreement”)evidencing the option granted to me on             ,200    , under the VitaCube Systems Holdings, Inc. 2003Stock Incentive Plan, I hereby elect to exercise the option to the extent of           Common Shares (the “Shares”).  Inconnection with this exercise, enclosed is the original Agreement forendorsement by the Company as to exercise on Schedule I thereof.

 

In payment of the purchase price (initial all that apply):

 

       A.                                                              Ienclose a check or money order payable to the order of “VitaCube Systems Holdings,Inc.” in the amount of $              .

 

       B.                                                                PromissoryNote (prior approval of the Committee required).

 

In the event I hereafter sell any of the Shares within one year fromthe date of this exercise or within two years after the date of grant of thisoption, I agree to notify the Company promptly of the amount of taxablecompensation realized by me by reason of such event for federal income taxpurposes.

 

I agree to execute and deliver such additional documents reasonablyrequested by the Company with respect to my acquisition of the Shares.

 

When the certificate for the Shares has been issued, please deliver itto me, along with my endorsed Agreement if the option was not exercised infull, at the address set forth below my signature.

 

 
|         |                     |   |
|--------------|--------------------------|--------|
| [Signature]  | [Address]                |
|         |                     |
|         |                     |
|         |                     |   |
| [Print Name] |                     |
|         |                     |
|         | [Social Security Number] |

 

B-1

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| Optionee:                          |   | Option No.            |   | Date of Grant:                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------|

 

Schedule I

 
| **Date** | ** ** | **Shares  Purchased** | ** ** | **Payment  Received** | ** ** | **Unexercised  Shares  Remaining** | ** ** | **Issuing  Officer  Initials** | ** ** |
|----------|------------|-----------------------|------------|-----------------------|------------|------------------------------------|------------|--------------------------------|------------|
|     |       |                  |       |                  |       |                               |       |                           |       |
|     |       |                  |       |                  |       |                               |       |                           |       |

 

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