Exhibit
10.9


 


TMG B.V.


STOCK OPTION PLAN


OPTION AGREEMENT


(Non-Statutory)


 




	
  Name
  of Holder:

  	
   

  	
  Date
  of Grant:

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares Covered:

  	
   

  	
  Vesting
  Commencement Date:

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price Per Share:

  	
   

  	
  Expiration
  Date:

  
	
   

  	
   

  	
   

  
	
  Vesting/Exercise
  Schedule (Cumulative):

  	
   

  	
   

  






 




	
  Date(s) of Vesting

  	
   

  	
  Number of Shares as to Which Option Becomes Exercisable

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


TMG
B.V. (the “Company”), pursuant to its Stock Option Plan (the “Plan”),
hereby grants to the Holder identified above a Time Vested Option to purchase
the number of shares of Stock set forth above. 
The Option is subject to all of the terms and conditions set forth
herein as well as all of the terms and conditions of the Plan, all of which are
incorporated herein in their entirety. 
Capitalized terms not otherwise defined herein shall have the same
meaning as set forth in the Plan.  In the
event of a conflict or inconsistency between the terms and provisions of the
Plan and the provisions of this Agreement, this Agreement shall govern and
control.


 


	
  Vesting Schedule:

  	
   

  	
  Subject
  to the Holder’s continued employment or service through the applicable
  vesting date, the Option shall vest and become exercisable in accordance with
  Section 5(e)(ii) of the Plan and the schedule set forth above.

  
	
   

  	
   

  	
   

  
	
  Exercise of Option:

  	
   

  	
  Section 5(d) of
  the Plan regarding methods of exercise is incorporated herein by reference
  and made a part hereof. Holder will provide any such notice of exercise as
  may be required by the Committee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon
  exercise of Options, the Holder will be required to satisfy applicable
  withholding tax obligations as provided in Section 14 of the Plan.

  
	
   

  	
   

  	
   

  
	
  Termination of Employment or Service:

  	
   

  	
  Section 5(g) of
  the Plan regarding treatment of Options upon termination of the Holder’s
  employment or service is incorporated herein by reference and made a part
  hereof.

  



 

















 


	
  Restrictions on Shares and Voting Proxy:

  	
   

  	
  Section 6
  of the Plan regarding restrictions on shares of Stock is incorporated herein
  by reference and made a part hereof.

  
	
   

  	
   

  	
   

  
	
  Additional Terms:

  	
   

  	
  This  Option shall be subject to the following
  additional terms:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Option
  shall be exercisable in whole shares of Stock only.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Option shall cease to be exercisable as to any share of Stock when the Holder
  purchases the share of Stock or when the Option otherwise expires.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Option is not intended to be an incentive stock option under Section 422
  of the U.S. Internal Revenue Code of 1986, as amended.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Option Agreement does not confer upon the Holder any right to continue as an
  employee or service provider of the Company or its Affiliates.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Option Agreement shall be construed and interpreted in accordance the laws of
  the Netherlands, without regard to the principles of conflicts of law
  thereof.

  



 


THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND,
AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS UNDER THIS OPTION AGREEMENT,
AGREES TO BE BOUND BY THE TERMS OF BOTH THE OPTION AGREEMENT AND THE PLAN.


 




	
  TMG
  B.V.

  	
   

  	
  HOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  	
  Signature

  
	
  Title:

  	
  Duly
  Authorized Representative

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: