exv10w2



 








Exhibit 10.2




YOUBET.COM, INC. EQUITY INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT



Participant



Date of Grant



Number of Shares Purchasable



Exercise Price



Expiration Date




          This Stock Option Agreement (“Agreement”) is made and entered into as of the Date of
Grant indicated above by and between Youbet.com, Inc., a Delaware corporation (the “Company”), and
the Participant named above.




          WHEREAS, Participant is a director, officer, employee, consultant or advisor of, or other
individual providing personal services to, the Company and/or an Affiliate of the Company;




          WHEREAS, pursuant to the Youbet.com, Inc. Equity Incentive Plan (the “Plan”), the Compensation
Committee (the “Committee”) of the Board of Directors of the Company (the “Board of Directors”) has
approved the grant to Participant of an option to purchase shares of the common stock of the
Company (the “Common Stock”), on the terms and conditions set forth herein; and




          WHEREAS, capitalized terms used, but not otherwise defined, herein shall have the same meaning
assigned to such term in the Plan.




          NOW, THEREFORE, based on the foregoing recitals and in consideration of the covenants set
forth herein, the parties hereto hereby agree as follows:




               1. Grant of Option; Certain Terms and Conditions. The Company hereby grants to
Participant, and Participant hereby accepts, as of the Date of Grant, an option to purchase the
number of shares of Common Stock indicated above (the “Option Shares”) at the Exercise Price per
share indicated above, which option shall expire at 5:00 o’clock p.m., California time, on the
Expiration Date indicated above and shall be subject to all of the terms and conditions set forth
in this Agreement and the Plan (the “Option”). This Option is intended to qualify, to the maximum
extent possible, as an “incentive stock option” under the Section 422 of the Internal Revenue Code.



- 1 -









 





               2. Vesting. The Option granted hereunder shall vest in four
installments as follows:



	 	 	 	 	 
	Vesting Date	 	Cumulative Percentage of Option Vested
	 
	 	 	25	%
	 
	 	 	50	%
	 
	 	 	75	%
	 
	 	 	100	%





In the event that Participant ceases to hold any position as a director, officer, employee,
consultant or advisor of, or other individual providing personal services to, the Company or an
Affiliate of the Company (a “Termination”), then:





               (i) regardless of the reason for such Termination, all vesting of the Option shall cease as of
the date of such Termination;



               (ii) if the Termination is initiated by the Company without Cause or if the Termination is
initiated voluntarily by the Participant (including as a result of Participant’s disability), then
the vested portion of the Option shall lapse and be of no further force or effect whatsoever if
(and to the extent) not exercised by 5:00 o’clock p.m., California time, on the ninetieth (90th)
day after the date of such Termination (but not later than the Expiration Date);



               (iii) if the Termination is the result of Participant’s death, then the vested portion of the
Option shall lapse and be of no further force or effect whatsoever if (and to the extent) not
exercised by 5:00 o’clock p.m., California time, on the first anniversary of the date of such
Termination (but not later than the Expiration Date); and



               (iv) if the Termination is initiated by the Company for Cause, then any vested and unvested
portions of the Option shall be deemed forfeited, and the Option shall cease to be exercisable
immediately and shall be of no further force or effect whatsoever.



               3. Exercise. The Option shall be exercisable during Participant’s lifetime only by
Participant or by his or her guardian or legal representative, and after Participant’s death only
by the person or entity entitled to do so under Participant’s last will and testament or applicable
intestate law. The Option may be exercised only by the delivery to the Company of a written notice
of such exercise, which notice shall specify the number of Option Shares to be purchased and shall
be accompanied by payment in full (in accordance with Section 5.1(c) of the Plan) of the aggregate
Exercise Price for such Option Shares.



- 2 -









 





               4. Payment of Withholding Taxes. If the Company becomes obligated to withhold an
amount on account of any tax imposed as a result of the exercise of the Option, including, without
limitation, any federal, state, local or other income or payroll tax, then, in accordance with
Section 8.6 of the Plan, Participant shall, on the first day upon which the Company becomes
obligated to pay such amount to the appropriate taxing authority, pay such amount to the Company in
cash or by check payable to the Company.



               5. Notices. All notices and other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally or
when actually received after mailing by certified or registered mail, postage prepaid, return
receipt requested: (a) to the Company, at 5901 DeSoto Avenue, Woodland Hills, California 91367,
Attention: Chief Financial Officer, (b) to Participant, at the address set forth beneath his or
her signature on the signature page hereto, or (c) to either party, at such other address as the
party may designate by written notice in the foregoing manner.



               6. Stock Exchange Requirements; Applicable Laws. Notwithstanding anything to the
contrary in this Agreement, no shares of stock purchased upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be issued or delivered if (a) such
shares have not been admitted to listing upon official notice of issuance on each stock exchange
upon which shares of that class are then listed, or (b) in the opinion of counsel to the Company,
such issuance or delivery would cause the Company to be in violation of or to incur liability under
any federal, state or other securities law, or any requirement of any stock exchange listing
agreement to which the Company is a party, or any other requirement of law or of any administrative
or regulatory body having jurisdiction over the Company.



               7. Plan. The Option is granted pursuant to the Plan and is subject to all the terms
and conditions of the Plan, as the same may be amended from time to time, subject to Section 13.2
of the Plan. Any rules and regulations the Committee may adopt for the purpose of administering
the Plan, as well as any interpretation or construction by the Committee of the Plan or this
Agreement, shall be final and binding upon Participant and his or her heirs and assigns.



               8. Stockholder Rights. In accordance with Article 12 of the Plan, no person or entity
shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any shares
of Common Stock represented by the Option until the Option shall have been duly exercised to
purchase such Option Shares (in accordance with the provisions of this Agreement) and the Company
shall have delivered to Participant stock certificates or other evidence of ownership.



- 3 -









 





               9. Employment Rights. In accordance with Article 12 of the Plan, no provision of
this Agreement or of the Option granted hereunder shall (a) confer upon Participant any right to
continue in the service of the Company or any Affiliate, (b) affect the right of the Company and
each Affiliate to terminate Participant’s service, with or without cause, or (c) confer upon
Participant any right to participate in any employee benefit plan or program of the Company or any
Affiliate (other than the Plan). Participant hereby acknowledges and agrees that the Company and
any Affiliate may terminate Participant’s service at any time and for any reason, or for no reason,
unless Participant and the Company or such Affiliate are parties to a written employment or other
written agreement that expressly provides otherwise.



               10. The Company’s Rights. Subject to Article 10 of the Plan, nothing contained in
this Agreement shall be construed to prevent the Board of Directors from taking any corporate
action that is deemed by the Board of Directors to be appropriate or in the Company’s best
interests, whether or not such action would have an adverse effect on the Option. In particular,
the existence of the Option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company’s capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or other stock with preference ahead of
or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any part of the
Company’s assets or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.



               11. Restriction on Transfer. Except as set forth in Section 8.7 of the Plan, the
Option may not be sold, assigned, transferred, made subject to gift, mortgaged, pledged, encumbered
or otherwise disposed of by the Participant, other than a transfer by will or by the laws of
descent and distribution.



               12. Conformity with Plan. This Agreement is intended to conform in all respects with,
and is subject to all applicable provisions of, the Plan, which is incorporated herein by
reference. Inconsistencies between this Agreement and the Plan shall be resolved in accordance
with the terms of the Plan. In the event of any ambiguity in this Agreement, or any matters as to
which this Agreement is silent, the Plan shall govern. The Participant acknowledges having
received a copy of the Plan.



               13. Entire Agreement; Modification. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained herein, and may not be modified or
waived, except as provided in the Plan or in a written document signed by each of the parties
hereto. Any oral or written agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement shall be void and ineffective for all
purposes



- 4 -









 





               14. Governing Law. This Agreement and the Option granted hereunder shall be
governed by and construed and enforced in accordance with the laws of the State of California
without reference to choice of law rules or conflict of law principles thereof.



          IN WITNESS WHEREOF, the Company and Participant have duly executed this Agreement effective as
of the Date of Grant.




	 	 	 	 	 
	 	 	Youbet.com, Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Charles F. Champion
	 

	 	Title:
	 	President & Chief Executive Officer
	 
	 	 	 	 
	 

	 	Participant	 	 
	 
	 	 	 	 
	 

	 	Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 






- 5 -