Unassociated Document


    STOCK
      OPTION AGREEMENT

    UNDER
      THE
      EYETEL
      IMAGING, INC.

    2007
      LONG-TERM INCENTIVE PLAN

     

    AGREEMENT
      (the “Agreement”) is made as of the ____ day of _______, 20__, by and between
      EYETEL IMAGING, INC., a Delaware corporation (the “Company”), and
      _________________ ( the “Optionee”)
      pursuant to the EyeTel Imaging, Inc. 2007 Long-Term Incentive Plan (the
“Plan”).

     

    1.  Grant
      of Option; Tax Status.
      The
      Company hereby grants to the Optionee an option to purchase up to ______ shares
      of the Company’s common stock (the “Common Stock”), at a purchase price per
      share of $________ subject to the provisions of this Agreement and the Plan.
      Inconsistencies between this Agreement and the Plan will be governed by the
      applicable provisions of the Plan. The Executive acknowledges receipt of a
      copy
      of the Plan. This option is [not] intended to qualify as an “incentive stock
      option” within the meaning of Section 422 of the Internal Revenue Code of 1986.
      Capitalized terms used but not defined herein shall have the meanings ascribed
      to such terms in the Plan.

     

    2.  Term.
      Unless
      sooner terminated in accordance with this Agreement or the Plan, the option
      will
      automatically expire on the tenth anniversary of the date hereof.

     

    3.  Vesting
      Schedule.
      Except
      as otherwise provided in this Agreement, the option shall become vested and
      exercisable with respect to 25% of the covered shares on the first anniversary
      of the date the option is granted and, thereafter, in 12 equal quarterly
      increments starting on the last day of the date three months after such first
      anniversary date, subject, however, to the Optionee’s continuous employment or
      other service with the Company from the date hereof until the applicable vesting
      date.

     

    4.  Non-Transferability.
      This option may not be assigned or transferred except upon the Optionee’s death
      to a beneficiary designated by the Optionee in a manner prescribed or approved
      for this purpose by the administrative committee acting under the Plan (the
      “Committee”) or, if no designated beneficiary shall survive the Optionee,
      pursuant to the Optionee’s will or by the laws of descent and distribution.
      During the Optionee’s lifetime, this option may be exercised only by the
      Optionee or the Optionee’s guardian or legal representative. Notwithstanding the
      foregoing, the Committee, in its sole discretion, may permit the inter
      vivos
      transfer of this option by gift to any “family member” (within the meaning of
      Item A.1.(5) of the General Instructions to Form S-8 or any successor
      provision), on such terms and conditions as the Committee deems
      appropriate.

     

    5.  Termination
      of Employment or other Service.

     

    (a)  If
      the
      Optionee’s employment or other service with the Company or its subsidiaries is
      terminated due to the Optionee’s death or disability (as defined below), then:
      (1) that portion of the option that is not then vested and exercisable will
      terminate upon the date of the Optionee’s termination of employment or other
      service, and (2) that portion of the option, if any, that is then vested and
      exercisable will terminate if and to the extent it is not exercised before
      the
      first anniversary of the Optionee’s termination of employment or service or, if
      earlier, the expiration of the stated term of the option. As used herein, the
      term “disability” means the inability of the Optionee to perform the principal
      duties of the Optionee’s employment by reason of a physical or mental illness or
      injury that is expected to last indefinitely or result in death, as determined
      by a duly licensed physician selected by the Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  If
      the
      Optionee’s employment or other service is terminated by the Company or its
      subsidiaries for “cause” (as defined below), then this option (whether or not
      then vested and exercisable) shall immediately terminate and cease to be
      exercisable. As used herein, the term “cause” means (1) the Optionee’s
      conviction of or plea of nolo contendre to a felony, (2) the Optionee’s willful
      and repeated failure or refusal to perform the duties and responsibilities
      of
      the Optionee’s employment or other service with the Company or any Subsidiary,
      (3) the Optionee’s embezzlement or commission of an act of fraud against the
      Company, (4) any other act or failure to act which has a material adverse effect
      on the ability of the Optionee to carry out the duties and responsibilities
      of
      the Optionee’s employment or other service for the Company or a Subsidiary or
      which has or is reasonably likely to have an adverse effect on the business
      or
      assets of the Company or any Subsidiary, all as reasonably determined by the
      Committee.

     

    (c)  If
      the
      Optionee’ s employment or other service with the Company or its affiliates is
      terminated for any reason other than those set forth in Section 5(a) or (b)
      above, then: (1) that portion of the option that is not then vested and
      exercisable will terminate upon the date of the Optionee’s termination of
      employment or other service, and (2) that portion of the option, if any, that
      is
      then vested and exercisable shall terminate if and to the extent it is not
      exercised within three months after such termination of employment or service
      (or, if earlier, the expiration of the stated term of the option).

     

    6.  Method
      of Exercise.
      This option may be exercised by transmitting to the Secretary of the Company
      (or
      such other person designated by the Committee) a written notice identifying
      the
      option being exercised and specifying the number of whole shares being
      purchased, together with payment of the exercise price and the amount of the
      applicable tax withholding obligations (unless other arrangements are made
      for
      the payment of such exercise price and/or the satisfaction of such withholding
      obligations). The exercise price and withholding obligation may be paid in
      whole
      or in part (a) in cash or by check, (b) by means of a cashless exercise
      procedure to the extent permitted by law, (c) if
      permitted by the Committee, by
      the surrender of previously-owned shares of Common Stock (to the extent of
      the
      fair market value thereof), and/ or (d) subject to applicable law, by any other
      form of consideration deemed appropriate by the Committee.

     

    7.  Stockholder
      Rights.
      No
      shares of Common Stock will be issued in respect of the exercise of this option
      until payment of the exercise price and the applicable tax withholding
      obligations have been made or arranged to the satisfaction of the Company.
      The
      holder of this option shall have no rights as a stockholder with respect to
      any
      shares of Common Stock covered by this option until the shares of Common Stock
      are issued pursuant to the exercise of this option.

     

    8.  Compliance
      with Law.
      The
      Company will not be obligated to issue or deliver shares of Common Stock
      pursuant to this option unless the issuance and delivery of such shares complies
      with applicable law, including, without limitation, the Securities Act of 1933,
      as amended, the Securities Exchange Act of 1934, as amended, and the
      requirements of any stock exchange or market upon which the Common Stock may
      then be listed. The Company may prevent or delay the exercise of this option
      if
      and to the extent the Company deems necessary or advisable in order to avoid
      a
      violation of applicable law or its own policies regarding the purchase and
      sale
      of Common Stock. If, during the period of any such ban or delay, the term of
      this option would expire, then the term of this option will be extended for
      thirty (30) days after the Company removes the restriction against
      exercise.

     

    
      
         

      

      
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    9.  Transfer
      Orders; Legends.
      All
      certificates for shares of Common Stock delivered under this option shall be
      subject to such stock-transfer orders and other restrictions as the Company
      may
      deem advisable under the rules, regulations, and other requirements of the
      Securities and Exchange Commission, any stock exchange or market upon which
      the
      Common Stock may then be listed, and any applicable federal or state securities
      law. The Company may cause a legend or legends to be placed on any such
      certificates to make appropriate reference to such restrictions.

     

    10.  No
      Rights Conferred.
      Nothing
      contained in the Plan or this Agreement shall confer upon the Optionee any
      right
      with respect to the continuation of the Optionee’s employment or other service
      with the Company or its Subsidiaries or interfere in any way with the right
      of
      the Company and its Subsidiaries at any time to terminate such employment or
      other service or to otherwise modify the terms and conditions of the Optionee’s
      employment or other service.

     

    11.  Provisions
      of the Plan.
      The
      provisions of the Plan, the terms of which are hereby incorporated by reference,
      shall govern if and to the extent that there are inconsistencies between those
      provisions and the provisions hereof. The Optionee acknowledges receipt of
      a
      copy of the Plan prior to the execution of this Agreement. 

     

    12.  Miscellaneous
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and permitted assigns. This Agreement
      constitutes the entire agreement between the parties with respect to the subject
      matter hereof and, except as otherwise provided in the Plan, may not be modified
      other than by written instrument executed by the parties.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    EYETEL
      IMAGING, INC.

    


    


    By:_____________________________________

    


    


    ________________________________________

    Optionee

     

    
      
         

      

      
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