Exhibit 10.13(d)


 


CardConnect
Corp. 2016 Omnibus Equity Compensation Plan


 


Form
of Incentive Stock Option Agreement1


 


This
Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of ___________ by and between
CardConnect Corp., a Delaware corporation (the “Company”), and _________ (the “Participant”).


 


Grant
Date: ____________________________________


 


Exercise
Price per Share: __________________________


 


Number
of Option Shares: _________________________


 


Expiration
Date: _________________________________ (NTD: 10 years from Grant Date)


 


		1.	Grant
                                         of Option.



 


		(a)	Grant;
                                         Type of Option.
                                         The Company hereby grants to the Participant an option (the “Option”)
                                         to purchase the total number of shares of Common Stock of the Company equal to the number
                                         of Option Shares set forth above, at the Exercise Price set forth above. The Option is
                                         being granted pursuant to the terms of the CardConnect Corp. 2016 Omnibus Equity Compensation
                                         Plan (as may be amended from time to time, the “Plan”). The Option
                                         is intended to be an Incentive Stock Option within the meaning of Section 422 of the
                                         Code, although the Company makes no representation or guarantee that the Option will
                                         qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value
                                         (determined on the Grant Date) of the shares of Common Stock with respect to which Incentive
                                         Stock Options are exercisable for the first time by the Participant during any calendar
                                         year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options
                                         or portions thereof which exceed such limit (according to the order in which they were
                                         granted) shall be treated as Nonqualified Stock Options.



 


		(b)	Consideration;
                                         Subject to Plan.
                                         The grant of the Option is made in consideration of the services to be rendered by the
                                         Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized
                                         terms used but not defined herein will have the meaning ascribed to them in the Plan.



 


 


 






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Note: Form of Agreement for Executive Officers






 






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		2.	Exercise
                                         Period; Vesting.



 


		(a)	Vesting
                                         Schedule.
                                         The Option will become vested and exercisable with respect to 25% of the shares on first
                                         anniversary of the Grant Date and thereafter shall vest with respect to an additional
                                         25% on an annual basis through the fourth anniversary of the Grant Date until the Option
                                         is 100% vested; provided, however, that the Option shall become fully vested and exercisable
                                         (A) if the Participant’s employment is terminated by Parent without Cause or by
                                         Participant with Good Reason or (B) upon a “change of control” (as such term
                                         is defined in the Equity Plan). “Cause” and “Good Reason” shall
                                         each be defined as set forth in the Participant’s Amended and Restated Employment
                                         Agreement, dated July 27, 2016, as the same may be amended from time to time. Any unvested
                                         portion of the Option will not be exercisable on or after the date on which the Participant
                                         ceases to be employed by the Company or any of its subsidiaries.



 


		(b)	Expiration.
                                         The Option will expire on the Expiration Date set forth above, or earlier as provided
                                         in this Agreement or the Plan.



 


		3.	Termination
                                         of Employment.



 


		(a)	Termination
                                         for Reasons Other Than Cause, Death, Disability.
                                         If the Participant's employment is terminated without Cause or by Participant with Good
                                         Reason (each as defined in the Participants Amended and Restated Employment Agreement,
                                         dated July 27, 20156, as may be amended from time to time) , the Participant may exercise
                                         the Option only within such period of time ending on the earlier of: (a) the date three
                                         months following the termination of the Participant's employment or (b) the Expiration
                                         Date.



 


		(b)	Termination
                                         for Cause.
                                         If the Participant's employment is terminated for Cause, the Option (whether vested or
                                         unvested) shall immediately terminate and cease to be exercisable.



 


		(c)	Termination
                                         due to Disability. If the Participant's employment terminates as a result of the
                                         Participant's disability, the Participant may exercise the vested portion of the Option,
                                         but only within such period of time ending on the earlier of: (a) the date 12 months
                                         following the Participant's termination of employment or (b) the Expiration Date.



 


		(d)	Termination
                                         due to Death.
                                         If the Participant's employment terminates as a result of the Participant's death, the
                                         vested portion of the Option may be exercised by the Participant's estate, by a person
                                         who acquired the right to exercise the Option by bequest or inheritance or by the person
                                         designated to exercise the Option upon the Participant's death, but only within the time
                                         period ending on the earlier of: (a) the date 12 months following the Participant's termination
                                         of employment or (b) the Expiration Date.



 


		4.	Manner
                                         of Exercise.



 


		(a)	Election
                                         to Exercise.
                                         To exercise the Option, the Participant (or in the case of exercise after the Participant's
                                         death or incapacity, the Participant's executor, administrator, heir or legatee, as the
                                         case may be) must deliver to the Company or its designated agent a notice of intent to
                                         exercise in the manner designated by the Administrator. If someone other than the Participant
                                         exercises the Option, then such person must submit documentation reasonably acceptable
                                         to the Company verifying that such person has the legal right to exercise the Option.



 






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		(b)	Payment
                                         of Exercise Price.
                                         The entire Exercise Price of the Option and any withholding taxes for the Option shall
                                         be payable:



 


		(i)	in
                                         cash or by certified check;



 


		(ii)	with
                                         the approval of the Administrator, by withholding shares of Stock subject to the Option,
                                         by delivering shares of Stock owned by the Participant or by attestation (on a form prescribed
                                         by the Administrator) to ownership of shares of Stock (in each case, such shares of Stock
                                         shall have an aggregate Fair Market Value on the date of exercise equal to the Option
                                         Price);



 


		(iii)	in
                                         cash, on the T+3 settlement date that occurs after the exercise date specified in the
                                         notice of exercise, provided that the Participant exercises the Option through an irrevocable
                                         agreement with a registered broker and the payment is made in accordance with procedures
                                         permitted by Regulation T of the Federal Reserve Board and such procedures do not violate
                                         applicable law; or



 


		(iv)	by
                                         such other method as the Administrator may approve, to the extent permitted by applicable
                                         law.



 


		(c)	Withholding.
                                         If the Company, in its discretion, determines that it is obligated to withhold any tax
                                         in connection with the exercise of the Option, the Participant must make arrangements
                                         satisfactory to the Company to pay or provide for any applicable federal, state and local
                                         withholding obligations of the Company, or the Company may deduct from other wages paid
                                         to the Participate the amount of any withholding taxes due with respect to such Grants.



 


		(d)	Issuance
                                         of Shares.
                                         Provided that the exercise notice and payment are in form and substance satisfactory
                                         to the Company, the Company shall issue the shares of Common Stock registered in the
                                         name of the Participant, the Participant's authorized assignee, or the Participant's
                                         legal representative which shall be evidenced by stock certificates representing the
                                         shares with the appropriate legends affixed thereto, appropriate entry on the books of
                                         the Company or of a duly authorized transfer agent, or other appropriate means as determined
                                         by the Company.



 


		5.	No
                                         Right to Continued Employment; No Rights as Shareholder.
                                         Neither the Plan nor this Agreement shall confer upon the Participant any right to be
                                         retained in any position, as an employee, consultant or director of the Company. Further,
                                         nothing in the Plan or this Agreement shall be construed to limit the discretion of the
                                         Company to terminate the Participant's employment at any time, with or without Cause.
                                         The Participant shall not have any rights as a shareholder with respect to any shares
                                         of Common Stock subject to the Option unless and until certificates representing the
                                         shares have been issued by the Company to the holder of such shares, or the shares have
                                         otherwise been recorded on the books of the Company or of a duly authorized transfer
                                         agent as owned by such holder.



 


		6.	Transferability.
                                         The Option is not transferable by the Participant other than to a designated beneficiary
                                         upon the Participant's death or by will or the laws of descent and distribution, and
                                         is exercisable during the Participant's lifetime only by him or her. No assignment or
                                         transfer of the Option, or the rights represented thereby, whether voluntary or involuntary,
                                         by operation of law or otherwise (except to a designated beneficiary, upon death, by
                                         will or the laws of descent or distribution) will vest in the assignee or transferee
                                         any interest or right herein whatsoever, but immediately upon such assignment or transfer
                                         the Option will terminate and become of no further effect.



 






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		7.	Adjustments.
                                         The terms of this Agreement, including the number of shares of Common Stock subject to
                                         the Option, shall be adjusted as the Administrator determines is equitably required in
                                         the event the Company effects one or more stock dividends, stock splits, subdivisions
                                         or consolidations of shares or other similar changes in capitalization.



 


		8.	Tax
                                         Liability and Withholding.
                                         Notwithstanding any action the Company takes with respect to any or all income tax, social
                                         insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”),
                                         the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility
                                         and the Company (a) makes no representation or undertakings regarding the treatment of
                                         any Tax-Related Items in connection with the grant, vesting, or exercise of the Option
                                         or the subsequent sale of any shares acquired on exercise; and (b) does not commit to
                                         structure the Option to reduce or eliminate the Participant's liability for Tax-Related
                                         Items.



 


		9.	Qualification
                                         as an Incentive Stock Option.
                                         It is understood that this Option is intended to qualify as an incentive stock option
                                         as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly,
                                         the Participant understands that in order to obtain the benefits of an incentive stock
                                         option, no sale or other disposition may be made of shares for which incentive stock
                                         option treatment is desired within one (1) year following the date of exercise of the
                                         Option or within two (2) years from the Grant Date. The Participant understands and agrees
                                         that the Company shall not be liable or responsible for any additional tax liability
                                         the Participant incurs in the event that the Internal Revenue Service for any reason
                                         determines that this Option does not qualify as an incentive stock option within the
                                         meaning of the Code.



 


		10.	Disqualifying
                                         Disposition.
                                         If the Participant disposes of the shares of Common Stock prior to the expiration of
                                         either two (2) years from the Grant Date or one (1) year from the date the shares are
                                         transferred to the Participant pursuant to the exercise of the Option, the Participant
                                         shall notify the Company in writing within thirty (30) days after such disposition of
                                         the date and terms of such disposition. The Participant also agrees to provide the Company
                                         with any information concerning any such dispositions as the Company requires for tax
                                         purposes.



 


		11.	Compliance
                                         with Law.
                                         The exercise of the Option and the issuance and transfer of shares of Common Stock shall
                                         be subject to compliance by the Company and the Participant with all applicable requirements
                                         of federal and state securities laws and with all applicable requirements of any stock
                                         exchange on which the Company's shares of Common Stock may be listed. No shares of Common
                                         Stock shall be issued pursuant to this Option unless and until any then applicable requirements
                                         of state or federal laws and regulatory agencies have been fully complied with to the
                                         satisfaction of the Company and its counsel.



 






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		12.	Notices.
                                         Any notice required to be delivered to the Company under this Agreement shall be in writing
                                         and addressed to the Secretary of the Company at the Company's principal corporate offices.
                                         Any notice required to be delivered to the Participant under this Agreement shall be
                                         in writing and addressed to the Participant at the Participant's address as shown in
                                         the records of the Company. Either party may designate another address in writing (or
                                         by such other method approved by the Company) from time to time.



 


		13.	Governing
                                         Law.
                                         This Agreement will be construed and interpreted in accordance with the laws of the State
                                         of Delaware without regard to conflict of law principles.



 


		14.	Interpretation.
                                         Any dispute regarding the interpretation of this Agreement shall be submitted by the
                                         Participant or the Company to the Administrator for review. The resolution of such dispute
                                         by the Administrator shall be final and binding on the Participant and the Company.



 


		15.	Options
                                         Subject to Plan.
                                         This Agreement is subject to the Plan as approved by the Company's shareholders. The
                                         terms and provisions of the Plan as it may be amended from time to time are hereby incorporated
                                         herein by reference. In the event of a conflict between any term or provision contained
                                         herein and a term or provision of the Plan, the applicable terms and provisions of the
                                         Plan will govern and prevail.



 


		16.	Successors
                                         and Assigns.
                                         The Company may assign any of its rights under this Agreement. This Agreement will be
                                         binding upon and inure to the benefit of the successors and assigns of the Company. Subject
                                         to the restrictions on transfer set forth herein, this Agreement will be binding upon
                                         the Participant and the Participant's beneficiaries, executors, administrators and the
                                         person(s) to whom this Agreement may be transferred by will or the laws of descent or
                                         distribution.



 


		17.	Severability.
                                         The invalidity or unenforceability of any provision of the Plan or this Agreement shall
                                         not affect the validity or enforceability of any other provision of the Plan or this
                                         Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable
                                         to the extent permitted by law.



 


		18.	Discretionary
                                         Nature of Plan.
                                         The Plan is discretionary and may be amended, cancelled or terminated by the Company
                                         at any time, in its discretion. The grant of the Option in this Agreement does not create
                                         any contractual right or other right to receive any Options or other Grants in the future.
                                         Future Grants, if any, will be at the sole discretion of the Company. Any amendment,
                                         modification, or termination of the Plan shall not constitute a change or impairment
                                         of the terms and conditions of the Participant's employment with the Company.



 


		19.	Amendment.
                                         The Administrator has the right to amend, alter, suspend, discontinue or cancel the Option,
                                         prospectively or retroactively; provided, that, no such amendment shall adversely affect
                                         the Participant's material rights under this Agreement without the Participant's consent.



 


		20.	No
                                         Impact on Other Benefits.
                                         The value of the Participant's Option is not part of his or her normal or expected compensation
                                         for purposes of calculating any severance, retirement, welfare, insurance or similar
                                         employee benefit.



 






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		21.	Counterparts.
                                         This Agreement may be executed in counterparts, each of which shall be deemed an original
                                         but all of which together will constitute one and the same instrument. Counterpart signature
                                         pages to this Agreement transmitted by facsimile transmission, by electronic mail in
                                         portable document format (.pdf), or by any other electronic means intended to preserve
                                         the original graphic and pictorial appearance of a document, will have the same effect
                                         as physical delivery of the paper document bearing an original signature.



 


		22.	Acceptance.
                                         The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.
                                         The Participant has read and understands the terms and provisions thereof, and accepts
                                         the Option subject to all of the terms and conditions of the Plan and this Agreement.
                                         The Participant acknowledges that there may be adverse tax consequences upon exercise
                                         of the Option or disposition of the underlying shares and that the Participant should
                                         consult a tax advisor prior to such exercise or disposition.



 


[signature
page follows]


 



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


 







	 	CARDCONNECT CORP.
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[EMPLOYEE NAME]
	 	 	 
	 	By:	 
	 	Name:	 


 


 


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