ex10-2_261868.htm


    EXHIBIT
10.2

    


    THE 2007 EQUITY
PARTICIPATION PLAN

    OF IDCENTRIX,
INC.

    FORM OF

    NON-QUALIFIED STOCK OPTION
AGREEMENT

    


    Non-Qualified Stock Option Agreement
(this “Agreement”), dated as
of January 9, 2009 (“Date of Grant”),
between iDcentrix, Inc. (“iDcentrix”) and
Francine Dubois (the “Participant”).

    


    BACKGROUND

    


    Pursuant to the terms of The 2007
Equity Participation Plan of iDcentrix, Inc., as amended (the “Plan”), iDcentrix
desires to (a) provide an incentive to the Participant, (b) encourage the
Participant to contribute materially to the growth of iDcentrix and its
subsidiaries (collectively, the “Company”) and (c)
more closely align the Participant’s economic interests with those of iDcentrix
stockholders by means of a Non-Qualified Stock Option Award.  Whenever
capitalized terms are used in this Agreement, they shall have the meanings set
forth in this Agreement or, if not defined in this Agreement, as set forth in
the Plan.

    


    The Plan allows the Company to provide
rewards and incentives to certain employees of the Company by, among other
things, granting them opportunities to purchase shares of Common
Stock.  The Committee has determined that in consideration of the
Participant’s agreement to reduce her base salary by twenty percent (20%) for
one year, provided that if the Company receives funding of at least $1 Million
prior to June 30, 2009,  the reduction in the Participant’s base
salary shall be eliminated effective as of July 1, 2009 it would be in the best
interest of the Company and its stockholders to grant the Options to the
Participant under the Plan.

    


    In consideration of the covenants and
agreements set forth in this Agreement, and intending to be legally bound
hereby, the Participant and iDcentrix hereby agree as follows:

    


    ARTICLE
1

    


    GRANT
OF OPTIONS

     

    
      1.1           Grant of
Options.  The Participant is hereby granted Non-Qualified Stock
Options representing the right to purchase 94,000 shares of Common Stock
(i) in consideration of the Participant’s agreement to reduce her base salary by
twenty percent (20%) commencing December 16, 2008 through December 15, 2009,
provided that if the Company receives funding of at least $1 Million (as
determined in the sole discretion of the Committee) (a) on or prior to June 30,
2009,  the reduction in the Participant’s base salary shall be
eliminated on a prospective basis only effective as of July 1, 2009 or (b) after
June 30, 2009 but prior to December 15, 2009, the reduction in the Participant’s
base salary shall be eliminated on a prospective basis only effective as of the
date the Company receives such funding and (ii) subject to the restrictions and
conditions set forth in this Agreement.  References in this Agreement
to “Option” and
“Options” mean
the options granted hereby, individually and in the
aggregate.

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2           Option
Price.  The price per share of the shares of Common Stock
subject to the Option is $0.12 (the “Option Price”), which
is the same as the Fair Market Value of a share of Common Stock on the Date of
Grant.

    


    1.3           Grant
Information.  The Options have been granted under the
Plan.  The Committee authorized the grant of the Options on the Date
of Grant.

    


    


    ARTICLE
2

    


    EXERCISABILITY
OF OPTIONS

    


    All of the Options are unvested on the
Date of Grant.  Options shall vest upon, but only upon, the events
described in Section 2.1, unless vesting is accelerated pursuant to Sections 2.2
or 2.3 or terminated pursuant to Section 2.5.  Vested Options shall be
exercisable as described in Sections 2.4 and Article 3, in each case subject to
limitations set forth in Article 4.  All Options shall be
non-transferable as set forth in Section 5.2.  All shares of Common
Stock issued upon exercise of Options shall be transferable,
although:

    


    (a)           transferability
may be subject to pre-clearance, blackout, registration and other requirements
and restrictions under the Company’s insider trading and other compliance
policies and procedures; and

    


    (b)           transfers
by executive officers should be reviewed in advance to determine if there would
be any potential liability for short-swing profits under Section 16(b) of the
Exchange Act.

    


    2.1           Time
Vesting.  If not sooner vested pursuant to Section 2.2 or 2.3
and unless previously forfeited pursuant to Section 2.5, all of the Options
shall vest based on the passage of time according to the following vesting
schedule:

    


    
      
        
          	
                  Number
      of Shares

                   

                	
                  Vesting
      Date

                
	
                   94,000

                	
                   July
      1, 2009

                


        

      

    

    


    If an Option in respect of a partial
share of Common Stock would vest on any date, the total number of Options
vesting on such date shall be rounded up to the nearest whole share of Common
Stock, calculated on a cumulative basis.

    


    2.2           Accelerated
Vesting.  If not sooner vested and exercisable, and unless
previously cancelled pursuant to Section 2.5 or 4.2, all of the Options shall
vest and become immediately exercisable upon a termination of the Participant’s
employment by the Company without Cause (as defined in Section 5.1) within
one year following a Corporate Transaction.

    


    2.3           Discretionary Vesting and
Exercisability.  The Committee may accelerate the vesting of
any or all of the Options at any time and for any reason.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.4           Exercise; Restriction on
Exercise.  No unvested Options shall be
exercisable.  All vested Options shall become exercisable at the time
they first vest and shall cease to be exercisable at the time they expire and
are forfeited as provided in Section 2.5 or Article 4.

    


    2.5           Effect of Termination of
Employment on Vesting; Expiration of Unvested Options.  All
unvested Options expire and are forfeited upon the earliest to occur
of:

    


    (i)           the
time of notification of the termination of the Participant’s employment by the
Company for Cause;

    


    (ii)           termination
of the Participant’s employment for any reason other than Cause;
and

    


    (iii)           expiration
as provided in Section 4.1.

    


    2.6           Corporate
Transaction.  Except as otherwise provided in this Agreement,
the effect of a Corporate Transaction on the Participant’s Option is subject to
Section 9.3 of the Plan.

    


    ARTICLE
3

    


    EXERCISE
OF OPTIONS

    


    3.1           Person Who Can
Exercise.  Exercisable Options may only be exercised by the
Participant, except that (i) in the event of the Disability (as defined in
Section 5.1) of the Participant, those Options may be exercised by the
Participant’s legal guardian or legal representative, and (ii) in the event of
death, those Options may be exercised by the executor or administrator of the
Participant’s estate or the person or persons to whom the Participant’s rights
under those Options pass by will or the laws of descent and
distribution.

    


    3.2           Procedure for
Exercise.  Exercisable Options may be exercised in whole or in
part with respect to any portion thereof that is exercisable; provided that only
an Option or Options to purchase a whole number of shares of Common Stock may be
exercised at any time.  To exercise an exercisable Option, the
Participant (or such other person who shall be permitted to exercise that Option
as set forth in Section 3.1) must complete, sign and deliver to the Secretary of
the Company an exercise notice, substantially in the form attached hereto as
Attachment A, as such form may be amended from time to time by the Company in
its sole discretion, together with payment in full of the Option Price
multiplied by the number of shares of Common Stock with respect to which that
Option is exercised, in accordance with the option exercise procedures of the
Company as in effect from time to time.  The right to exercise any
Option shall be subject to the satisfaction of all conditions set forth in such
form of exercise notice.   Payment of the Option Price shall be
made in cash (including check, bank draft or money order).  The
Participant’s right to exercise the Option shall be subject to the satisfaction
of all conditions set forth in such exercise notice.

    


    3.3           Withholding of
Taxes.

    


    (i)           The
Participant acknowledges that, unless satisfied by the Participant (or such
other person who may be permitted to exercise Options as set forth in Section
3.1), the Company may withhold or deduct from any or all payments or amounts due
to or held for the Participant (or such other person who may be permitted to
exercise Options as set forth in Section

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      3.1),
whether due from the Company or held in the account of the Participant (or such
other person) at any broker facilitating the exercise of Options, or secure
payment from the Participant of, an amount (the “Withholding Amount”)
equal to all taxes (including unemployment (including FUTA), social security and
medical (including FICA), and other governmental charges of any kind as well as
income and other taxes) required under any applicable law to be withheld or
deducted with respect to any and all taxable income and other amounts
attributable to the Options.

       

    

    (ii)           The
Withholding Amount shall be determined by the Company.

    


    (iii)           Immediately
upon request by the Company, the Participant agrees to pay all, or a portion if
so requested by the Company, of the Withholding Amount to the Company in
cash.

    


    (iv)           The
timing of withholding or deduction from such payments or amounts shall be
determined by the Company.

    


    ARTICLE
4

    


    EXPIRATION
OF OPTIONS

    


    4.1           Expiration.  Vested
and unvested Options shall expire and be forfeited at, and no Option may be
exercised after, 5:00 p.m., Eastern Time on the day immediately preceding the
tenth anniversary of the Date of Grant.

    


    4.2           Earlier
Expiration.  Options shall expire and be forfeited earlier than
the time provided in Section 4.1 as follows:

    


    (i)           all
unvested Options shall expire and be forfeited as provided in Section
2.4;

    


    (ii)           upon
notice of termination of the Participant’s employment by the Company for Cause,
all vested Options shall expire and be forfeited immediately at the time notice
of such termination is given (unless otherwise determined by the Company in its
sole discretion);

    


    (iii)           upon
termination of the Participant’s employment by the Company without Cause or the
Participant’s resignation from employment with the Company other than in
connection with death or Disability, all vested Options shall expire and be
forfeited immediately at the close of business on the ninetieth (90th) day
following the date of such termination (or, if such date is not a business day,
on the next succeeding business day); and

    


    (iv)           upon
termination of the Participant’s employment due to the Participant’s death or
Disability, all vested Options shall expire and be forfeited immediately at the
close of business on the 12-month anniversary of the date of such termination
(or, if such date is not a business day, on the next succeeding business
day).

    


    4.3           Cancellation.  Vested
and unvested Options which expire unexercised shall be treated as
cancelled.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.4           Effective
Date.  For purposes hereof, except as otherwise set forth in
Sections 2.5, the date of resignation or termination of employment means the
last date of actual employment or the last day of services for the Company as a
director, even if a different date is used for administrative convenience in
connection with any employee retirement, benefit or welfare plans.

    


    ARTICLE
5

    


    MISCELLANEOUS

    


    5.1           Definitions.

    


    (i)           “Cause” shall
mean:

    


    (a)           neglect
or willful misconduct which is or is reasonably expected to be materially and
demonstrably injurious to the Company or its customers or vendors;

    


    (b)           material
breach by the Participant of his offer letter,  his Proprietary
Information and Inventions Agreement, the Company’s Employee Handbook or
applicable law;

    


    (c)           willful
or continuing refusal or failure (in either case other than due to death or
Disability) by the Participant to substantially perform his or her duties or
responsibilities for or owed to the Company; or

    


    (d)           conviction
of or plea of guilty or no contest by the Participant to a felony or a crime of
moral turpitude.

    


    (ii)           “Disability”  shall
mean disability as determined by the Committee in accordance with the standards
and procedures similar to those under the Company’s long-term disability plan,
if any.  If at any time that the Company does not maintain a long-term
disability plan, “Disability” shall mean any physical or mental disability which
is determined to be total and permanent by a doctor selected in good faith by
the Committee.

    


    5.2           Plan
Provisions.  The Participant acknowledges receipt of the Plan
and agrees to be bound by the Plan.

    


    5.3           Options Not
Transferable.  Options may not be transferred by the
Participant (other than by will or laws of descent and distribution). Any
attempt by the Participant to effect a transfer of Options that is not permitted
by the Plan or this Agreement shall be null and void.

    


    5.4           Code Section
409A.  The parties recognize that certain provisions of this
Agreement may be affected by Code Section 409A and agree to negotiate in good
faith to amend this Agreement with respect to any changes that the Board or the
Committee reasonably determines are necessary or advisable to comply with Code
Section 409A.

    


    5.5           Notices.  All
notices, requests and demands to or upon the parties hereto shall be in writing
(including by telecopy) to be effective, and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made, when delivered
by hand, or three days after being deposited in the mail, postage prepaid, or,
in the case of telecopy or email notice, when

     

    
      
        
        

      

      
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    received,
addressed as follows to the Company and the Participant, or to such other
address as may be hereafter notified by the parties hereto:

    


    (i)           If
to the Company, to it at the following address:

    


    iDcentrix,
Inc.

    2101
Rosecrans Avenue, Suite 4240

    El
Segundo, CA  90245

    Attn:  CEO

    


    With a copy to:

    


    Kelley Drye & Warren
LLP

    400 Atlantic Street, 13th
Floor

    Stamford,
CT  06902

    Attn:  M. Ridgway
Barker

    Facsimile:  203-327-2669

    


    


    (ii)           If
to the Participant, to his or her most recent primary residential address or
business telecopy or email address as shown on the records of the
Company.

    


    5.6           No Right to Continued
Employment.  The Participant acknowledges and agrees that,
notwithstanding the fact that the vesting of the Options is contingent upon his
or her continued employment by the Company, this Agreement does not constitute
an express or implied promise of continued employment or confer upon the
Participant any rights with respect to continued employment by the
Company.

    


    5.7           Amendments and Conflicting
Agreements.  This Agreement may be amended  by a
written instrument (a) executed by the parties which specifically states that it
is amending this Agreement, (b) executed by the Company which so states if such
amendment is not material and adverse to the Participant or relates to
administrative matters or (c) executed by the Company if such amendment is made
pursuant to the Plan.

    


    5.8           Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD CALL FOR THE APPLICATION
OF THE SUBSTANTIVE LAW OF ANY JURISDICTION OTHER THAT THE STATE OF
NEVADA.

    


    5.9           Interpretation.  Whenever
the word “including” is used herein, it shall be deemed to be followed by the
phrase “without limitation.”  Unless otherwise specified herein, all
determinations, consents, elections and other decisions by the Committee may be
made, withheld or delayed in its sole and absolute discretion.

    


    5.10           Agreement Binding on
Transferees.  This Agreement may be transferred or assigned by
and shall be binding upon the Company, its successors, transferees and
assigns.  This Agreement may be transferred and assigned by the
Participant, only in connection with a transfer of

     

    
      
        
        

      

      
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    Options
pursuant to Section 5.2 and shall be binding upon any assignee of the
Participant, including his executor, administrator, beneficiaries and permitted
transferees.  Any purported assignment not made in accordance with the
preceding sentence shall be null and void.

    


    5.11           Titles.  Titles
are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

    


    5.12           Counterparts.  This
Agreement may be executed in counterparts, which together shall constitute one
and the same instrument and which will be deemed effective whether received in
original form or by other electronic means (including
PDF).   Facsimile signatures shall be as effective as original
signatures.

    


    5.13           Construction.  The
construction of this Agreement is vested in the Committee, and the Committee’s
construction shall be final and conclusive on all persons.

    


    


    *                      *                      *

    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	 IDCENTRIX,
      INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 
      	 
      	
                                                By:

                                              	 
      
	 
      	 
      	
                                                Name:

                                              	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    PARTICIPANT’S
ACCEPTANCE

    


    The
Participant acknowledges that he or she has read this Agreement, has received
and read the Plan, and understands the terms and conditions of this Agreement
and the Plan and hereby accepts the foregoing Options and agrees to be bound by
the terms and conditions of this Agreement and the Plan.

     

    
      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 	 	 PARTICIPANT
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 
      	 
      	
                                                             

                                                          
	 
      	 
      	
                                                            Francine
Dubois

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


    


    
      
         


      

      
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    Employee
Stock Option Exercise Form

    
 

    
      
        
          
            
              
                
                  	
                          Employee
      Name

                        	 


                

              

            

          

        

      

      


      
        
          
            
              
                	
                        Social
      Security Number / National Insurance Number

                      	 


              

            

          

        

      

      


      
        
          
            	
                    Address

                  	 
      


          

        

      

      


      
        
          
            	
                     

                  	 
      


          

        

      

       

      
        
          
            
              
                
                  
                    
                      	
                              City

                            	 
      	
                                  
      State

                            	 
      	
                                  
      Zip /Postal Code

                            	 
      


                    

                  

                

              

            

          

        

      

      


      Exercise
of  _____________ shares at ___________ per share exercise price
equals US$_________ (“total exercise price”), which I represent is being
remitted simultaneously herewith in the form of cash in the amount of
US$__________.

      
         

        Employee's
original per share exercise price _______________ granted on  mm/ dd /
year (price
may be different than the above price due to stock splits).

      

      
        
          
            
              
                
                  
                    
                      
                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            	
                    Name(s)
      to be reflected on stock certificate

                  	 
      


          

        

      

      
 

    

    


           Address________________________________________________________


    


                         
________________________________________________________
 


    
      
         


      

      
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