Exhibit
10.5


 


Amended and Restated

1997 Stock Option Plan


 


1.             Purpose
of Plan


 


1.1           This
Amended and Restated 1997 Stock Option Plan, amended to increase the number of
Option Shares and other shares authorized hereby, and herby referred to as the
2004 Non-Qualified Stock Compensation Plan (the “Plan”) of Centiv, Inc., a
Delaware corporation (the “Company”) is adopted for employees, directors and
other persons associated with the Company, and is intended to advance the best
interests of the Company by providing those persons who have a substantial
responsibility for its management and growth with additional incentive and by
increasing their proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the Company.  Further, the availability and offering of
stock options and common stock under the Plan supports and increases the
Company’s ability to attract and retain individuals of exceptional talent upon
whom, in large measure, the sustained progress, growth and profitability of the
Company depends.


 


2.             Definitions


 


2.1           For
Plan purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:


 


“Board” shall mean the Board of Directors of the Company.


 


“Committee” shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the Board to
administer the Plan, or the Board if no committees have been established.  The Committee shall be composed of three
or more persons as from time to time are appointed to serve by the
Board.  Each member of the Committee,
while serving as such, shall be a disinterested person with the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange
Act”).


 


“Common Stock” shall mean the Company’s Common Stock, $.001 par value
per share or such other shares or securities in the event that the outstanding
Common Stock are hereafter changed into or exchanged for different securities
of the Company.


 


“Company” shall mean Centiv, Inc., a Delaware corporation, and any
parent or subsidiary corporation of Centiv, Inc., as such terms are defined in
Sections 425(e) and 425(f), respectively, of Internal Service Code (the
“Code”).


 


“Fair Market Value” shall mean, with respect to the date a given stock
option is granted or exercised, the average of the highest and lowest reported
sales prices of the Common Stock, as reported by such responsible reporting
service as the Committee may select, or if there were no transactions in the
Common Stock on such day, then the last preceding day on which transactions
took place.  The above withstanding, the
Committee may determine the Fair Market Value in such other manner as it may
deem more equitable for Plan purposes or as is required by applicable laws or
regulations.


 


“Optionee” shall mean an employee of the company who has been granted
one or more Stock Options under the Plan.


 


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“Option Shares” shall mean shares of Common Stock which are issued by
the Company pursuant to Section 5, below.


 


“Common Stockholder” means the employee of, consultant to, or director
of the Company or other person to whom shares of Common Stock are issued
pursuant to this Plan.


 


“Common Stock Agreement” means an agreement executed by a Common
Stockholder and the Company as contemplated by Section 5, below, which imposes
on the shares of Common Stock held by the Common Stockholder such restrictions
as the Board or Committee deem appropriate.


 


“Stock Option” or “Non-Qualified Stock Option” or “NQSO” shall mean a
stock option granted pursuant to the terms of the Plan.


 


“Stock Option Agreement” shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Common Stock hereunder.


 


3.             Administration of the Plan


 


3.1           The
Committee shall administer the Plan and accordingly, it shall have full power
to grant Stock Options and Common Stock, construe and interpret the Plan,
establish rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, it believes reasonable and
proper.


 


3.2           The
determination of those eligible to receive Stock Options and Common Stock, and
the amount, type and timing of each grant and the terms and conditions of the
respective stock option agreements and other stock compensation agreements
shall rest in the sole discretion of the Committee, subject to the provisions
of the Plan.


 


3.3           The
Committee may cancel any Stock Options awarded under the Plan if an Optionee
conducts himself in a manner which the Committee determines to be inimical to
the best interest of the Company, as set forth more fully in paragraph 8 of
Article 11 of the Plan.


 


3.4           The
Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Plan, or in any granted Stock Option, in the
manner and to the extent it shall deem necessary to carry it into effect.


 


3.5           Any
decision made, or action taken, by the Committee or the Board arising out of or
in connection with the interpretation and administration of the Plan shall be
final and conclusive.


 


3.6           Meetings
of the Committee shall be held at such times and places as shall be determined
by the Committee.  A majority of the
members of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at any meeting
shall decide any question brought before that meeting.  In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.


 


3.7           No
member of the Committee shall be liable for any act or omission of any other
member of the Committee or for any act or omission on his own part, including,
but not limited to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his own


 


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gross negligence or willful misconduct.


 


3.8           The
Company, through its management, shall supply full and timely information to
the Committee on all matters relating to the eligibility of Optionees, their
duties and performance, and current information on any Optionee’s death,
retirement, disability or other termination of association with the Company,
and such other pertinent information as the Committee may require.  The Company shall furnish the Committee with
such clerical and other assistance as is necessary in the performance of its duties
hereunder.


 


4.             Shares Subject to the Plan


 


4.1           The
total number of shares of the Company available for grants of Stock Options and
Compensation Stock under the Plan shall be Ten Million (10,000,000) shares,
subject to adjustment for the anti-dilutive provisions in accordance with
Article 7 of the Plan, which shares may be either authorized but unissued or
reacquired Common Stock of the Company.


 


4.2           If
a Stock Option or portion thereof shall expire or terminate for any reason
without having been exercised in full, the un-purchased shares covered by such
NQSO shall be available for future grants of Stock Options.


 


5.             Award of Common Stock


 


5.1           The
Board or Committee from time to time, in its absolute discretion, may (a) award
Common Stock to employees of, consultants to, and directors of the Company, and
such other persons as the Board or Committee may select, and (b) permit Holders
of Stock Options to exercise such Options prior to full vesting therein and
hold the Common Stock issued upon exercise of the Option as Common Stock.  In either such event, the owner of such
Common Stock shall hold such stock subject to such vesting schedule as the
Board or Committee may impose or such vesting schedule to which the Option was
subject, as determined in the discretion of the Board or Committee.


 


5.2           Common
Stock shall be issued only pursuant to a Common Stock Agreement, which shall be
executed by the Common Stockholder and the Company and which shall contain such
terms and conditions as the Board or Committee shall determine consistent with
this Plan, including such restrictions on transfer as are imposed by the Common
Stock Agreement.


 


5.3           Upon
delivery of the shares of Common Stock to the Common Stockholder, below, the
Common Stockholder shall have, unless otherwise provided by the Board or
Committee, all the rights of a stockholder with respect to said shares, subject
to the restrictions in the Common Stock Agreement, including the right to
receive all dividends and other distributions paid or made with respect to the
Common Stock.


 


5.4.          Notwithstanding
anything in this Plan or any Common Stock Agreement to the contrary, no Common
Stockholders may sell or otherwise transfer, whether or not for value, any of
the Common Stock prior to the date on which the Common Stockholder is vested
therein.


 


5.5           All
shares of Common Stock issued under this Plan (including any shares of Common
Stock and other securities issued with respect to the shares of Common Stock as
a result of stock dividends, stock splits or similar changes in the capital
structure of the Company) shall be subject to such restrictions as the Board or
Committee shall provide, which restrictions may include, without


 


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limitation, restrictions concerning voting rights, transferability of
the Common Stock and restrictions based on duration of employment with the
Company, Company performance and individual performance; provided that the
Board or Committee may, on such terms and conditions as it may determine to be
appropriate, remove any or all of such restrictions.  Common Stock may not be sold or encumbered until all applicable
restrictions have terminated or expire. 
The restrictions, if any, imposed by the Board or Committee of the Board
under this Section 5 need not be identical for all Common Stock and the
imposition of any restrictions with respect to any Common Stock shall not
require the imposition of the same or any other restrictions with respect to
any other Common Stock.


 


5.6           Each
Common Stock Agreement shall provide that the Company shall have the right to
repurchase from the Common Stockholder the unvested Common Stock upon a
termination of employment, termination of directorship or termination of a
consultancy arrangement, as applicable, at a cash price per share equal to the
purchase price paid by the Common Stockholder for such Common Stock.


 


5.7           In
the discretion of the Board or Committee, the Common Stock Agreement may
provide that the Company shall have the right of first refusal with respect to
the Common Stock and a right to repurchase the vested Common Stock upon a
termination of the Common Stockholder’s employment with the Company, the
termination of the Common Stockholder’s consulting arrangement with the
Company, the termination of the Common Stockholder’s service on the Company’s Board,
or such other events as the Board or Committee may deem appropriate.


 


5.8           The
Board or Committee shall cause a legend or legends to be placed on certificates
representing shares of Common Stock that are subject to restrictions under
Common Stock Agreements, which legend or legends shall make appropriate
reference to the applicable restrictions.


 


6.             Stock Option Terms and Conditions


 


6.1           Consistent
with the Plan’s purpose. Stock Options may be granted to non-employee directors
of the Company or other persons who are performing or who have been engaged to
perform services of special importance to the management, operation or
development of the Company.


 


6.2           All
Stock Options granted under the Plan shall be evidenced by agreements which
shall be subject to applicable provisions of the Plan, and such other
provisions as the Committee may adopt, including the provisions set forth in
paragraphs 2 through 11 of this Section 6.


 


6.3           All
Stock Options granted hereunder must be granted within ten years from the earlier
of the date of this Plan is adopted or approved by the Company’s shareholders.


 


6.4           No
Stock Option granted to any employee or 10% Shareholder shall be exercisable
after the expiration of ten years from the date such NQSO is granted.  The Committee, in its discretion, may
provide that an Option shall be exercisable during such ten year period or
during any lesser period of time.


 


The Committee may establish installment exercise terms for a Stock
Option such that the NQSO becomes fully exercisable in a series of cumulating
portions.  If an Optionee shall not, in
any given installment period, purchase all the Common Stock which such Optionee
is entitled to purchase within such installment period, such Optionee’s right
to purchase any Common Stock not purchased in such installment period shall
continue until the expiration or sooner termination of such NQSO.  The Committee may also accelerate the
exercise of any NQSO, with mutual written consent of the holders of any Stock
Options.  However, no NQSO, or any
portion thereof, may be exercisable until thirty (30)


 


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days following date of grant (“30-Day Holding Period.”).


 


6.5           A
Stock Option, or portion thereof, shall be exercised by delivery of (i) a
written notice of exercise to the Company specifying the number of Common Stock
to be purchased, and (ii) payment of the full price of such Common Stock, as
fully set forth in paragraph 6 of this Section 6.


 


No NQSO or installment thereof shall be exercisable except with respect
to whole shares, and fractional share interests shall be disregarded.  Not less than 100 Common Stock may be
purchased at one time unless the number purchased is the total number at the
time available for purchase under the NQSO. 
Until the Common Stock represented by an exercised NQSO are issued to an
Optionee, be shall have none of the rights of a shareholder.


 


6.6           The
exercise price of a Stock Option, or portion thereof, may be paid:


 


A.            In
United States dollars, in cash or by cashier’s check, certified check, bank
draft or money order, payable to the order of the Company in an amount equal to
the option price; or


 


B.            At
the discretion of the Committee, through the delivery of fully paid and
nonassessable Common Stock, with an aggregate Fair Market Value on the date the
NQSO is exercised equal to the option price, provided such tendered Shares have
been owned by the Optionee for at least one year prior to such exercise; or


 


C.            By
a combination of both A and B above; or


 


D.            By
a Secured Promissory Note, secured by equity approved by the Committee.  The Committee shall determine acceptable
methods for tendering Common Stock as payment upon exercise of a Stock Option
and may impose such limitations and prohibitions on the use of Common Stock to
exercise an NQSO as it deems appropriate.


 


6.7           With
the Optionee’s consent, the Committee may cancel any Stock Option issued under
this Plan and issue a new NQSO to such Optionee.


 


6.8           Except
by will or the laws of descent and distribution, no right or interest in any
Stock Option granted under the Plan shall be assignable or transferable, and no
right or interest of any Optionee shall be liable for, or subject to, any lien,
obligation or liability of the Optionee. 
Stock Options shall be exercisable during the Optionee’s lifetime only
by the Optionee or the duly appointed legal representative of an incompetent
Optionee.


 


6.9           If
the Optionee shall die while associated with the Company or within three months
after termination of such association, the personal representative or
administrator of the Optionee’s estate or the person(s) to whom an NQSO granted
hereunder shall have been validly transferred by such personal representative
or administrator pursuant to the Optionee’s will or the laws of descent and distribution,
shall have the right to exercise the NQSO for one year after the date of the
Optionee’s death, to the extent (i) such NQSO was exercisable on the date of
such termination of employment by death, and (ii) such NQSO was not exercised,
and (iii) the exercise period may not be extended beyond the expiration of the
term of the Option.


 


No transfer of a Stock Option by the will of an Optionee or by the laws
of descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the


 


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transferee or transferee of the terms and conditions by such Stock
Option.


 


In the event of death following termination of the Optionee’s
association with the Company while any portion of an NQSO remains exercisable,
the Committee, in its discretion, may provide for an extension of the exercise
period of up to one year after the Optionee’s death but not beyond the
expiration of the term of the Stock Option.


 


6.10         Any
Optionee who disposes of Common Stock acquired on the exercise of a NQSO by sale
or exchange either (i) within two years after the date of the grant of the NQSO
under which the stock was acquired, or (ii) within one year after the
acquisition of such Shares, shall notify the Company of such disposition and of
the amount realized upon such disposition. 
The transfer of Common Stock may also be made under applicable
provisions of the Securities Act of 1933, as amended.


 


7.             Adjustments or Changes in Capitalization


 


7.1           In
the event that the outstanding Common Stock of the Company are hereafter
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:


 


A.            Prompt,
proportionate, equitable, lawful and adequate adjustment shall be made of the
aggregate number and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee shall have the right to purchase
such Common Stock as may be issued in exchange for the Common Stock purchasable
on exercise of the NQSO had such merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split-up or
stock dividend not taken place, provided however that, notwithstanding anything
in this Plan to the contrary the number of Plan Shares shall not be affected or
altered in any way by reason of a reverse split of the Company’s Common Stock;


 


B.            Rights
under unexercised Stock Options or portions thereof granted prior to any such
change, both as to the number or kind of shares and the exercise price per
share, shall be adjusted appropriately, provided that such adjustments shall be
made without change in the total exercise price applicable to the unexercised
portion of such NQSO’s but by an adjustment in the price for each share covered
by such NQSO’s, provided however that, notwithstanding anything in this Plan to
the contrary, the number of Plan Shares shall be affected or altered in any way
by reason of a reverse split of the Company’s Common Stock;


 


C.            Upon
any dissolution or liquidation of the Company or any merger or combination in
which the Company is not a surviving corporation, each outstanding Stock Option
granted hereunder shall terminate, but the Optionee shall have the right,
immediately prior to such dissolution, liquidation, merger or combination, to
exercise his NQSO in whole or in part, to the extent that it shall not have
been exercised, without regard to any installment exercise provisions in such
NQSO.


 


D.            Pursuant
to Title 17, Chapter II, Part 230-416(a), notwithstanding anything contained in
the Plan to the contrary, including any adjustments discussed in this Paragraph
7, the Plan Shares shall be anti-dilutive in the event of a reverse stock split
by the Company, i.e. a reverse stock split by the Company shall not effect any
reduction in the number of Plan Shares remaining in the Plan at the effective
time of such reverse stock split(s).


 


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7.2           The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be final, binding and
conclusive.  No fractional Shares shall
be issued under the Plan on account of any such adjustments.


 


8.             Merger, Consolidation
or Tender Offer


 


8.1           If
the Company shall be a party to a binding agreement to any merger,
consolidation or reorganization or sale of substantially all the assets of the
Company, each outstanding Stock Option shall pertain and apply to the
securities and/or property which a shareholder of the number of Common Stock of
the Company subject to the NQSO would be entitled to receive pursuant to such
merger, consolidation or reorganization or sale of assets.


 


8.2           In
the event that:


 


A.            Any
person other than the Company shall acquire more than 20% of the Common Stock
of the Company through a tender offer, exchange offer or otherwise:


 


B.            A
change in the “control” of the Company occurs, as such term is defined in Rule
405 under the Securities Act of 1933;


 


C.            There
shall be a sale of all or substantially all of the assets of the Company;


 


any then outstanding Stock Option held by an Optionee, who is deemed by
the Committee to be a statutory officer (“Insider”) for purposes of Section 16
of the Securities Exchange Act of 1934 shall be entitled to receive, subject to
any action by the Committee revoking such an entitlement as provided for below,
in lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between the
aggregate exercise price of such NQSO, or portion thereof, and, (i) in the
event of an offer or similar event, the final offer price per share paid for
Common Stock, or such lower price as the Committee may determine to conform an
option to preserve its Stock Option status, times the number of Common Stock
covered by the NQSO or portion thereof, or (ii) in the case of an event covered
by B or C above, the aggregate Fair Market Value of the Common Stock covered by
the Stock Option, as determined by the Committee at such time.


 


8.3           Any
payment which the Company is required to make pursuant to paragraph 8.2 of this
Section 8 shall be made within 15 business days, following the event which
results in the Optionee’s right to such payment.  In the event of a tender offer in which fewer than all the shares
which are validly tendered in compliance with such offer are purchased or
exchanged, then only that portion of the shares covered by an NQSO as results
from multiplying such shares by a fraction, the numerator of which is the
number of Common Stock acquired pursuant to the offer and the denominator of
which is the number of Common Stock tendered in compliance with such offer
shall be used to determine the payment thereupon.  To the extent that all or any portion of a Stock Option shall be
affected by this provision, all or such portion of the NQSO shall be terminated.


 


8.4           Notwithstanding
paragraphs 8.1 and 8.3 of this Section 8, the Committee may, by unanimous vote
and resolution, unilaterally revoke the benefits of the above provisions:  provided, however, that such vote is taken
no later than ten business days following public announcement of the intent of
an offer or the change of control, whichever occurs earlier.


 


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9.             Amendment and
Termination of Plan


 


9.1           The
Board may at any time, and from time to time, suspend or terminate the Plan in
whole or in part or amend it from time to time in such respects as the Board
may deem appropriate and in the best interest of the Company.


 


9.2           No
amendment, suspension or termination of this Plan shall, without the Optionee’s
consent, alter or impair any of the rights or obligations under any Stock
Option theretofore granted to him under the Plan.


 


9.3           The
Board may amend the Plan, subject to the limitations cited above, in such
manner as it deems necessary to permit the granting of Stock Options meeting
the requirements of future amendments or issued regulations, if any, to the
Code.


 


9.4           No
NQSO may be granted during any suspension of the Plan or after termination of
the Plan.


 


10.           Government and Other
Regulations


 


10.1         The
obligation of the Company to issue, transfer and deliver Common Stock for Stock
Options exercised under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the Common Stock are traded
and by government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable. 
Specifically, in connection with the Securities Act of 1933, as amended,
upon exercise of any Stock Option, the Company shall not be required to issue
Common Stock unless the Committee has received evidence satisfactory to it to
the effect that the Optionee will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an opinion of counsel
satisfactory to the Company has been received by the Company to the effect that
such registration is not required.  Any
determination in this connection by the Committee shall be final, binding and
conclusive.  The Company may, but shall
in no event be obligated to, take any other affirmative action in order to
cause the exercise of a Stock Option or the issuance of Common Stock pursuant
thereto to comply with any law or regulation of any government authority.


 


11.           Miscellaneous
Provisions


 


11.1         No
person shall have any claim or right to be granted a Stock Option or Common
Stock under the Plan, and the grant of an NQSO or Common Stock under the Plan
shall not be construed as giving an Optionee or Common Stockholder the right to
be retained by the Company. 
Furthermore, the Company expressly reserves the right at any time to
terminate its relationship with an Optionee with or without cause, free from
any liability, or any claim under the Plan, except as provided herein, in an
option agreement, or in any agreement between the Company and the Optionee.


 


11.2         Any
expenses of administering this Plan shall be borne by the Company.


 


11.3         The
payment received from Optionee from the exercise of Stock Options under the
Plan shall be used for the general corporate purposes of the Company.


 


11.4         The
place of administration of the Plan shall be in the State of California, and
the


 


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validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of
California.


 


11.5         Without
amending the Plan, grants may be made to persons who are foreign nationals or
employed outside the United States, or both, on such terms and conditions,
consistent with the Plan’s purpose, different from those specified in the Plan
as may, in the judgment of the Committee, be necessary or desirable to create equitable
opportunities given differences in tax laws in other countries.


 


11.6         In
addition to such other rights of indemnification as they may have as members of
the Board or the Committee, the members of the Committee shall be indemnified
by the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or in connection
with the Plan or any Stock Option granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith; provided that upon the institution
of any such action, suit or proceeding a Committee member shall, in writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same, with counsel acceptable to the Optionee, before
such Committee member undertakes to handle and defend it on his own behalf.


 


11.7         Stock
Options may be granted under this Plan from time to time, in substitution for
stock options held by employees of other corporations who are about to become
employees of the Company as the result of a merger or consolidation of the
employing corporation with the Company or the acquisition by the Company of the
assets of the employing corporation or the acquisition by the Company of stock
of the employing corporation as a result of which it becomes a subsidiary of
the Company.  The terms and conditions
of such substitute stock options so granted may vary from the terms and conditions
set forth in this Plan to such extent as the Board of Directors of the Company
at the time of grant may deem appropriate to conform, in whole or in part, to
the provisions of the stock options in substitution for which they are granted,
but no such variations shall be such as to affect the status of any such
substitute stock options as a stock option under Section 422A of the Code.


 


11.8         Notwithstanding
anything to the contrary in the Plan, if the Committee finds by a majority
vote, after full consideration of the facts presented on behalf of both the
Company and the Optionee, that the Optionee has been engaged in fraud,
embezzlement, theft, insider trading in the Company’s stock, commission of a
felony or proven dishonesty in the course of his association with the Company
or any subsidiary corporation which damaged the Company or any subsidiary
corporation, or for disclosing trade secrets of the Company or any subsidiary
corporation, the Optionee shall forfeit all unexercised Stock Options and all
exercised NQSO’s under which the Company has not yet delivered the certificates
and which have been earlier granted to the Optionee by the Committee.  The decision of the Committee as to the
cause of an Optionee’s discharge and the damage done to the Company shall be
final.  No decision of the Committee,
however, shall affect the finality of the discharge of such Optionee by the
Company or any subsidiary corporation in any manner.


 


12.           Written Agreement


 


12.1         Each Stock Option granted hereunder shall be
embodied in a written Stock Option Agreement which shall be subject to the
terms and conditions prescribed above and shall be signed by the Optionee and
by the President or any Vice President of the Company, for and in the name and
on behalf of the Company.  Such Stock
Option


 


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Agreement shall contain such other provisions as the Committee, in it’s
sole descretion shall deem advisable.


 


 


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STOCK OPTION AGREEMENT


 


THIS STOCK OPTION AGREEMENT (“Option”) is entered into effective the
     day of     2004, by and between
                                    
(“Optionee”) and Centiv, Inc., a Delaware corporation (the “Company”).


 


WHEREAS, the Company and Optionee are parties to
                                         ,
(the “Agreement”) and, contemporaneously with my execution of this Option, in
consideration for and as an inducement for Optionee entering into the
Agreement, the Company has agreed to issue to Optionee options to purchase
shares of its $.001 par value common stock (the “Common Stock”)


 


NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set
forth below, Optionee and the Company agree as follows:


 


1.                                      The
Option


 


In consideration for Optionee entering into the Amendment, the
Company hereby grants to Optionee the option to acquire                             
(                  )
shares of its Common Stock (the “Option Shares”), at a purchase price (each, an
“Option Price”) as follows:


 


2.                                      Term
and Exercise of Option


 


A)  Term
of Option.  Subject to the terms of
this Option, Optionee shall have the right to exercise the Option in whole or
in part, until the fifth (5th) anniversary of Optionee’s execution
hereof.


 


B)  Exercise
of the Option.  The Option may be
exercised either in full or in part and from time to time by Optionee upon
written notice to the Company setting out the number of Option Shares to be
purchased accompanied by payment of the applicable portion of the Option Price.


 


C)  Issuance
of Option Shares.  Upon receipt of
notice of exercise and payment of the Option Price, the Company shall
immediately cause the delivery of the Option Shares so purchased to Optionee,
or in such name or names as Optionee may designate.  In the event the Option is exercised in respect of less than all
of the Option Shares purchasable on such exercise at any time prior to the date
of expiration hereof, the remaining Option Shares shall continue to be subject
to adjustment as set forth in paragraph 3 hereof.


 


3.                                      Adjustment
of Option Shares


 


The number of Option Shares purchasable pursuant to this Option shall
be subject to adjustment from time to time upon the happening of certain
events, as follows:


 


A)          Adjustment for Recapitalization.    In
the event the Company shall (a) subdivide its outstanding shares of Common
Stock, or (b) issue or convert by a reclassification or 


 


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recapitalization of its shares of Common Stock into, for, or with other
securities (a “Recapitalization”), the number of Option Shares purchasable
hereunder immediately following such Recapitalization shall be adjusted so that
Optionee shall be entitled to receive the kind and number of Option Shares or
other securities of the Company measured as a percentage of the current issued
and outstanding shares of Company’s Common Stock as of the date hereof, which
it would have been entitled to receive had such Option been exercised
immediately prior to the happening of such event or any record date with
respect thereto; provided however that, notwithstanding anything in this Plan to
the contrary, the number of Plan Shares shall be affected or altered in any way
by reason of a reverse split of the Company’s common Stock, and that any
adjustment to the Option Price shall not exceed 10% in event of a reverse split
of the Company’s common Stock.


 


B)            Preservation of Purchase Rights Under
Consolidation.    Subject to paragraph 3.A. above, in
case of any Recapitalization or any other consolidation of the Company with or
merger of the Company into another corporation, or in case of any sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, the Company shall prior to the closing of such
transaction, cause such successor or purchasing corporation, as the case may
be, to acknowledge and accept responsibility for the Company’s obligations
hereunder and to grant Optionee the right thereafter upon payment of the Option
Price to purchase the kind and amount of shares and other securities and
property which he would have owned or have been entitled to receive after the
happening of such consolidation, merger, sale or conveyance.  The provisions of this paragraph shall
similarly apply to successive consolidations, mergers, sales or conveyances.


 


C)            Notice of Adjustment.   Whenever
the number of Option Shares purchasable hereunder is adjusted, as herein
provided, the Company shall mail by first class mail, postage prepaid, to
Optionee notice of such adjustment or adjustments, and shall deliver to
Optionee setting forth the adjusted number of Option Shares purchasable and a
brief statement of the facts requiring such adjustment, including the
computation by which such adjustment was made.


 


4.                                      Assignment


 


The rights represented by this Option may only be assigned or
transferred by Optionee to an affiliate or retirement plan, or to a trust if
affected as the result of estate planning. 
For the purpose of this Option, the term “affiliate” shall be defined as
a family member or an enterprise that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
of Optionee; otherwise, this Option and the rights hereunder shall not be
assigned by either party hereto.


 


5.                                      Counterparts


 


This Option may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. 
A facsimile, telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy may be delivered
by facsimile or similar instantaneous electronic transmission device pursuant
to which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding


 


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and effective for all purposes. 
At the request of any party hereto, all parties agree to execute an
original of this instrument as well as any facsimile, telecopy or other
reproduction hereof.


 


6.                                      Further
Documentation


 


Each party hereto agrees to execute such additional instruments and
take such action as may be reasonably requested by the other party to affect
the transaction, or otherwise to carry out the intent and purposes of this
Option.


 


7.                                      Notices


 


All notices and other communications hereunder shall be in writing and
shall be sent by prepaid first class mail to the parties at the following
addresses, as amended by the parties with written notice to the other:


 


	
  To Optionee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (       )

  
	
   

  	
  Facsimile:

  	
   (       )

  
	
   

  	
   

  
	
  To the Company:

  	
  Centiv, Inc.

  
	
   

  	
  998 Forest Edge Dr.

  
	
   

  	
  Vernon Hills, Ill, 60061

  
	
   

  	
  Telephone: (847) 876-8300

  
	
   

  	
  Facsimile:  (847)

  



 


8.                                      Governing
Law


 


This Option was negotiated, and shall be governed by the laws of
Delaware notwithstanding any conflict-of-law provision to the contrary.


 


9.                                      Entire
Option


 


This Option sets forth the entire understanding between the parties
hereto and no other prior written or oral statement or agreement shall be
recognized or enforced.


 


10.                               Severability


 


If a court of competent jurisdiction determines that any clause or
provision of this Option is invalid, illegal or unenforceable, the other
clauses and provisions of the Option shall remain in full force and effect and
the clauses and provisions which are determined to be void, illegal or
unenforceable shall be limited, so that they shall remain in effect to the
extent permissible by law.


 


11.                               Headings


 


The section and subsection headings in this Option are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Option.


 


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IN WITNESS WHEREOF, the parties have executed this Option the day and
year first written above.


 


	
   

  	
  “Optionee”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The “Company”

  
	
   

  	
   

  	
   

  
	
   

  	
  Centiv, Inc.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
      Name:

  
	
   

  	
   

  	
      Title:

  
						



 


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Exhibit A


To the Stock Option Agreement


 


NOTICE OF EXERCISE


 


To:                              Centiv,
Inc.


 


 


(1)                                                                                  The
undersigned hereby elects to purchase
                       
shares of Common Stock (the “Exercised Shares”) of Centiv, Inc. pursuant to the
terms of the attached restated 2004 Stock Compensation Plan (the “2004 Plan”),
and tenders herewith payment of the exercise price for the Exercised Shares,
together with all applicable transfer taxes, if any.


 


(2)                                                                                  Please
issue a certificate or certificates representing the Exercised Shares in the
name of the undersigned or in such other name as is specified below:


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
						



 


15

















 


	
  Optionee:

  	
   

  	
  Date of Grant:

  



 


Exhibit B


To the Stock Option Agreement


 


	
  DATE

  	
   

  	
  SHARES PURCHASED

  	
   

  	
  PAYMENT 

  RECEIVED

  	
   

  	
  UNEXERCISED

  SHARES 

  REMAINING

  	
   

  	
  ISSUING 

  OFFICER 

  INITIALS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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