Exhibit 10.2






Exhibit 10.2




DIGITILITI, INC.

2010 Long-Term Incentive Plan




INCENTIVE STOCK OPTION AGREEMENT




	 	 	 
	OPTIONEE:

	 	[                                        ]
	 
	 	 
	GRANT DATE:

	 	[                                        ]
	 
	 	 
	NUMBER OF OPTION SHARES:

	 	[                                        ]
	 
	 	 
	EXERCISE PRICE PER SHARE:

	 	$ [                    ] per Share
	 
	 	 
	EXPIRATION DATE:

	 	[                                        ]






THIS AGREEMENT is made as of the Grant Date set forth above by and between Digitiliti, Inc., a
Delaware corporation (the “Company”), and the Optionee named above, who is an employee of the
Company or an Affiliate of the Company (the “Optionee”).



The Company desires, by affording the Optionee an opportunity to purchase shares of its Common
Stock, par value $0.001 per share (the “Common Stock”), as hereinafter provided, to carry out the
purpose of the Digitiliti, Inc. 2010 Long-Term Incentive Plan (the “Option Plan”). Any capitalized
term used herein that is not expressly defined herein shall have the meaning ascribed to it in the
Option Plan.



NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other
good and valuable consideration, the parties hereby agree as follows:



1. Grant of Option. The Company hereby grants to the Optionee the right and option (the
“Option”) to purchase all or any part of the aggregate number of shares of Common Stock set forth
above (the “Option Shares”) (such number being subject to adjustment as provided in Section 11
hereof) on the terms and subject to the conditions set forth in this Agreement. This Option is
intended to be an “incentive stock option” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).



2. Purchase Price. The per share purchase price of the Option Shares shall be the Exercise
Price Per Share set forth above (such Exercise Price Per Share being subject to adjustment as
provided in Section 11 hereof).




3. Term and Exercise of Option.




(a) The term of this Option shall commence on the Grant Date set forth above and shall
continue until the Expiration Date set forth above, unless earlier terminated as provided
herein.




(b) Subject to the earlier termination of this Option pursuant to its terms and to the
terms of the Plan, this Option shall vest and become exercisable as follows but only if the
Optionee then is an employee of the Company or an Affiliate: [describe vesting schedule].


 


 









 






(c) To exercise this Option, the Optionee shall give written notice to the Company, to
the attention of its Chief Executive Officer or other designated agent, in substantially the
form attached hereto as Exhibit A, and the Optionee shall deliver payment in full
for the Option Shares with respect to which this Option is then being exercised, as provided
in Section 4(a) below, as well as the original Option.




(d) Neither the Optionee nor the Optionee’s legal representatives, as the case may be,
will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and
until certificates for such Option Shares are issued to the Optionee or the Optionee’s legal
representatives under the terms of the Option Plan.




4. Limitations on Exercise of Option.




(a) The exercise of this Option will be contingent upon receipt of the full Exercise
Price of such Option Shares. Payment of the Exercise Price shall be made in cash or by a
certified or cashier’s check. However, in its sole discretion, the Company may accept
previously acquired shares of Common Stock of the Company that have been owned by the
Optionee for at least six (6) months, which shares have an aggregate Fair Market Value on
the date of exercise which is not less than the total Exercise Price, or shares of Common
Stock issuable upon the exercise of this Option, or a combination of cash and such shares of
Common Stock, in payment of the Exercise Price. No Option Shares will be issued until full
payment therefor has been made and the Optionee has executed any and all agreements that the
Company may require the Optionee to execute.




(b) The issuance of Option Shares upon the exercise of this Option shall be subject to
all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors
of the Company or a Committee of the Board of Directors, (i) the listing, registration or
qualification of the Option Shares upon any securities exchange or under any state or
federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of
the Optionee with respect to the disposition of the Option Shares, is necessary or desirable
as a condition to the issuance or sale of the Option Shares, this Option shall not be
exercised and/or the Option Shares shall not be sold unless and until such listing,
registration, qualification, consent, approval or agreement is effected or obtained in form
satisfactory to the Board of Directors or the Committee.



5. Nontransferability of Option. This Option shall not be transferable by the Optionee other
than by will or the laws of descent and distribution, and during the lifetime of the Optionee, this
Option shall be exercisable only by the Optionee.



6. Termination of Employment for “Cause”. Upon termination of the Optionee’s employment with
the Company or an Affiliate for “cause” (as “cause” is determined in the sole discretion of the
Board or the Committee), this Option shall automatically terminate and be immediately forfeited,
whether or not vested, and neither the Optionee nor the Optionee’s heirs, personal representatives,
successors or assigns shall have any rights with respect to this Option.



7. Termination of Employment Not for “Cause”. Upon termination of the Optionee’s employment
with the Company or an Affiliate not for “cause” (as “cause” is determined in the sole discretion
of the Board or the Committee), the Optionee shall have the shorter of ninety (90) days after such
termination or until the Expiration Date to exercise any portion of the Option that was vested on
such termination date, but the unvested portion of the Option shall automatically terminate and be
immediately forfeited, and neither the Optionee nor any of the Optionee’s heirs, personal
representatives, successors or assigns shall have any rights with respect to such unvested portion
of the Option.


 


2









 





8. Termination of Employment due to Disability of Optionee. Upon termination of the
Optionee’s employment with the Company or an Affiliate due to Optionee’s disability (as
“disability” is determined in the sole discretion of the Board or the Committee), the Optionee
shall have the shorter of one (1) year after such termination or until the Expiration Date to
exercise any portion of the Option that was vested on such termination date, but the unvested
portion of the Option shall automatically terminate and be immediately forfeited, and neither the
Optionee nor any of the Optionee’s heirs, personal representatives, successors or assigns shall
have any rights with respect to such unvested portion of the Option.



9. Termination of Employment due to Death of Optionee. If the Optionee dies while employed by
the Company or an Affiliate, this Option may be exercised to the same extent that the Optionee
would have been entitled to exercise it at the date of death and may be exercised within a period
of one (1) year after the date of death, but in no case later than the Expiration Date set forth
above. In such event, this Option shall be exercisable only by the executors or administrators of
the Optionee or by the person or persons to whom the Optionee’s rights under the Option shall pass
by the Optionee’s will or the laws of descent and distribution. Any portion of an Option that is
not exercisable at the time of an Optionee’s death shall automatically terminate.



10. No Right to Continued Employment. This Option will not confer upon the Optionee any right
with respect to continuance of employment by the Company or an Affiliate of the Company, nor will
it interfere in any way with the Company’s right or the Affiliate’s right to terminate the
Optionee’s employment at any time.



11. Adjustments. In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend, stock split, reverse stock split, reclassification, combination,
exchange of shares, or other similar recapitalization of the Company, there shall be an appropriate
and proportionate adjustment to the number of Option Shares and the per share Exercise Price Per
Share hereunder so that the Optionee then shall receive for the aggregate Exercise Price paid by
the Optionee upon exercise of this Option the number of shares the Optionee would have received if
this Option had been exercised before such recapitalization event occurred. No adjustment shall be
made under this Section 11 upon the issuance by the Company of any warrants, rights, or options to
acquire additional Common Stock or of securities convertible into Common Stock unless such
warrants, rights, options or convertible securities are issued to all of the Company’s shareholders
on a proportionate basis.



12. Effect of Certain Transactions. Notwithstanding any provision in this Option to the
contrary, immediately before the effective time of any of the events described in Sections 12(a)
through (d) below, the portion of this Option that is not vested shall immediately and
automatically vest and, to the extent not exercised, the Option shall be automatically converted
into an Option to acquire the kind and amount of shares of stock or other securities or property
that the Optionee would have owned or have been entitled to receive immediately after the
occurrence of the event, had the Option been exercised in full immediately before the effective
time of such event; provided, however, that the Expiration Date of the Option shall remain
unchanged, and, in any such case, appropriate adjustment shall be made in the application of the
provisions of this Option with respect to the rights and interests thereafter of the Optionee, to
the end that the provisions set forth in this Option shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities
or property thereafter deliverable on the exercise of this Option:




(a) The sale, lease, exchange or other transfer, directly or indirectly, of all or
substantially all of the assets of the Company (in one transaction or in a series of
related transactions) to a person or entity that is not controlled by the Company,


 


3









 






(b) The approval by the Company’s shareholders of any plan or proposal for the
liquidation or dissolution of the Company;




(c) Any person or entity becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), directly or
indirectly, of more than fifty percent (50%) of the combined voting power of the
outstanding securities of the Company ordinarily having the right to vote at
elections of directors who were not beneficial owners of at least fifty percent
(50%) of such combined voting power as of the date the Company’s Board of Directors
adopted the Option Plan, and




(d) A merger or consolidation to which the Company is a party if the shareholders of
the Company immediately prior to the effective date of such merger or consolidation
have, solely on account of ownership of securities of the Company at such time,
“beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately
following the effective date of such merger or consolidation of securities of the
surviving company representing less than fifty percent (50%) of the combined voting
power of the surviving corporation’s then outstanding securities ordinarily having
the right to vote at elections of directors.



Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the
Board of Directors or the Committee shall not have the power or right, either before or after the
occurrence of an event described in subparagraph (a) through (d) above, to rescind, modify or amend
the provisions of this Section 12 without the consent of the Optionee.



13. Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the
contrary, if any of the payments or benefits to be made or provided in connection with this
Agreement, together with any other payments, benefits or awards which you have the right to receive
from the Company, or any corporation which is a member of an “affiliated group” (as defined in
Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is
a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of
the Code), such payments, benefits or awards to be made or provided in connection with this
Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced,
eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such
payments, benefits or awards from becoming “excess parachute payments” and therefore subject to the
excise tax imposed under Section 4999 of the Code. The Optionee will have the sole right and
discretion to determine whether the payments, benefits or awards to be made or provided in
connection with this Agreement, or any other agreement between the Optionee and the Company, should
be reduced, whether or not such other agreement with the Company or an Affiliate expressly
addresses the potential application of Section 280G or Section 4999 of the Code (including, without
limitation, that “payments” under such agreement be reduced). The Optionee will also have the
right to designate the particular payments, benefits or awards that are to be reduced, eliminated,
modified or waived; provided that no such adjustment will be made if it results in additional
expense to the Company in excess of expenses the Company would have experienced if no adjustment
had been made. The determination as to whether any such decrease in the payments or benefits is
necessary must be made in good faith by legal counsel or a certified public accountant selected by
you and reasonably acceptable to the Company, and such determination will be conclusive and binding
upon you and the Company. The Company will pay or reimburse you on demand for the reasonable fees,
costs and expenses of the counsel or accountant selected to make the determinations under this
Section 13.



14. Interpretation. The interpretation and construction of any provision of the Option Plan
and this Option shall be made by the Board of Directors or the Committee and shall be final,
conclusive and binding on the Optionee and all other persons.


 


4









 





15. Definitions; Option Plan Governs. This Option is in all respects subject to and governed
by all of the provisions of the Option Plan.



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its corporate name
by its duly authorized officer as of the Grant Date set forth above.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 

	 	Digitiliti, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Name of Officer of the Company]	 	 
	 

	 	 	 	Its: [Title]	 	 







 


5









 







EXHIBIT A

NOTICE OF EXERCISE OF

STOCK OPTION




TO:



FROM:



DATE:



RE:        Exercise of Stock Option




I
hereby exercise my option to purchase _________  shares of Common Stock at
$________ per share (total
exercise price of $_____). This notice is given in accordance with the terms of my Incentive Stock
Option Agreement (“Agreement”) dated
 _____. The option price and vested amount is in accordance
with Sections 2 and 3 of the Agreement.



Check one:




	 	 	 
	o
	 	Enclosed is cash, or a cashier’s or certified check payable to Digitiliti, Inc. for the total exercise price of the shares
being purchased.
	 
	 	 
	o
	 	Attached is a certificate(s) for
_________  shares of common stock duly endorsed in blank
and surrendered for the exercise price of the shares being purchased.*








	 	 	 
	*	 	The use of this alternative is subject to the approval of Digitiliti, Inc.





Please prepare the stock certificate in the following name(s):




Sincerely,




	 	 	 
	 

(Signature)

	 	 
	 
	 	 
	 

(Print or Type Name)

	 	 






Letter and consideration

received on                     
                    

(effective date of exercise)