EXHIBIT 10.1



 Exhibit 10.1 
 Option No.:              
 INVENDA CORPORATION 
 2007 STOCK INCENTIVE PLAN 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 Invenda Corporation, a Delaware corporation (the
“Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment,
and in the Company’s 2007 Stock Incentive Plan (the “Plan”). 
 Grant Date:
                                ,
             
 Name of Optionee:
                                        
                                        
                     
 Optionee’s Employee
Identification Number:
            -            -            

 Number of Shares Covered by Option:
                             
 Option Price per Share: $            .            (At least 100% of Fair Market
Value) 
 Vesting Start Date:
                                ,
             
 By signing this cover sheet, you agree to all of the
terms and conditions described in the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement
should appear to be inconsistent. 
  

							
			
	Optionee:	 	  
	  	
		 	(Signature)	  	
			
	Company:	 	  
	  	
		 	(Signature)	  	
				
		 	Title:	 	  
	  	

 Attachment 
 This is not a stock certificate or a negotiable instrument. 







 INVENDA CORPORATION 
 2007 STOCK INCENTIVE PLAN 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
  

	 Non-Qualified Stock Option 
	 This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted
accordingly. 


  

	 Vesting 
	 This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the
procedures set forth in the Plan and below in this Agreement. 


  

	 	 Your right to purchase shares of Stock under this option vests as to one-fourth (1/4) of the total number of shares covered by this option,
as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date, and each yearly anniversary of the Vesting Start Date for the three years thereafter, provided you then continue in Service. 


  

	 	 No additional shares of Stock will vest after your Service has terminated for any reason. 


  

	 Term 
	 Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as
shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below. 


  

	 Regular Termination 
	 If your Service terminates for any reason, other than death, Disability or Cause, then your option will expire at the close of business at Company
headquarters on the 90th day after your termination date. 


  

	 Termination for Cause 
	 If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.



  

	 Death 
	 If your Service terminates because of your death, then your option will expire at the close of business at Company headquarters on the date twelve
(12) months after the date of death. During that twelve month period, your estate or heirs may exercise the vested portion of your option. 


  

	 	 In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your Service not on
account of your death, Disability or Cause), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period
following your death up to the date twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of your option. 


  

	 Disability 
	 If your Service terminates because of your Disability, then your option will expire at the close of business at Company headquarters on the date
twelve (12) months after your termination date. 


  

	 Leaves of Absence 
	 For purposes of this option, your Service does not terminate when you go on a 










	 	 bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service
crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. 


  

	 	 The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the
Plan. 


  

	 Notice of Exercise 
	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address
given on the form. Your notice must specify how many shares you wish to purchase (in a parcel of at least 100 shares generally). Your notice must also specify how your shares of Stock should be registered (in your name only or in your and your
spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. 


  

	 	 If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is
entitled to do so. 


  

	 Form of Payment 
	 When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be
made in one (or a combination) of the following forms: 


  

	 	•	 	 Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company. 


  

	 	•	 	 Shares of Stock which have already been owned by you and which are surrendered to the Company. The value of the shares, determined as of the effective date of the
option exercise, will be applied to the option price. 


  

	 	•	 	 By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver
all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Committee if you are either an executive officer or a director of the Company).



  

	 Withholding Taxes 
	 You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be
due as a result of the option exercise or sale of Stock acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares
arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. 


  

	 Corporate Transaction 
	 Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this option will become 100% vested
(i) if it is not assumed, or equivalent options are not substituted for the options, by the Company or its successor, or (ii) if assumed or substituted for, upon your termination without Cause within the 12-month period following the
consummation of the Corporate Transaction. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the option will expire 










	 	 one year after the date of termination of Service. 


  

	 Transfer of Option 
	 During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may
exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however,
dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. 


  

	 	 Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the
Company obligated to recognize your spouse’s interest in your option in any other way. 


  

	 Retention Rights 
	 Neither your option nor this Agreement gives you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any
capacity. The Company (and any Parent, Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason. 


  

	 Shareholder Rights 
	 You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been
issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described
in the Plan. 


  

	 Forfeiture of Rights 
	 If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but
not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months
following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the option
price without interest). Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or
participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which
competes with any business in which the Company or any of its Affiliates is engaged during your employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. Under the prior sentence, ownership of
less than 1% of the securities of a public company shall not be treated as an action in competition with the Company. 


  

	 Adjustments 
	 In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the
option price per share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is
subject to such corporate activity. 


  

	 Applicable Law 
	 This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of this Agreement to the substantive 










	 	 law of another jurisdiction. 


  

	 The Plan 
	 The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the
Plan, and have the meaning set forth in the Plan. 


  

	 	 This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements,
commitments or negotiations concerning this option are superseded. 


  

	 Data Privacy 
	 In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information
provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed
appropriate by the Company to facilitate the administration of the Plan. 


  

	 	 By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the
Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are
designated by the Company to administer the Plan. 


  

	 Consent to Electronic Delivery 
	 The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option grant you
agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be
pleased to provide copies. Please contact Tracy Slavin at (240) 333-6115 to request paper copies of these documents. 


 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.