f1012ga1iex10viii_ctm.htm


     

    Exhibit
10.8

     

    CTM
MEDIA HOLDINGS, INC.

    2009
STOCK OPTION AND INCENTIVE PLAN

     

    INCENTIVE
STOCK OPTION AGREEMENT

     

    
      
        
          

        

      

      
 

    

    This
INCENTIVE STOCK OPTION
AGREEMENT (this “Agreement”) is entered into as of «OPTIONDATE», by and between
CTM Media Holdings, Inc.,
a Delaware corporation (the “Company”), and «FIRSTNAME» «LASTNAME» (the
“Grantee”).

     

    WHEREAS,
the Company desires to grant to the Grantee options to acquire an aggregate of
«REVISEDOPTIONS» shares
of Class «CLASS OF COMMON
STOCK» Common Stock of the Company, par value $0.01 per share (the
“Stock”), on the terms set forth herein.

     

    NOW,
THEREFORE, the parties hereby agree as follows:

     

    1. Definitions.  Capitalized
terms are defined herein;
those terms not defined herein shall have the meaning given to them in
the Company’s 2009 Stock Option and Incentive Plan (the “Plan”).

     

    2. Grant of
Options.  The Grantee is hereby granted an Incentive Stock
Option (the “Option”) to purchase an aggregate of «REVISEDOPTIONS» shares of
Stock, pursuant to the terms of this Agreement.  Though the Option is
granted as an Incentive Stock Option, the Company does not represent or warrant
that the Option qualifies as such. If the Option (or any part thereof) does not
qualify for Incentive Stock Option treatment for any reason, then, to the extent
of such non-qualification, the Option (or portion thereof) shall be treated as a
nonqualified stock option granted under the Plan, provided that the Option (or
portion thereof) otherwise satisfies the terms and conditions of the Plan
generally relating to non-qualified stock options.

     

    3. Term.  The term of
the Options (the “Option Term”) shall be for ten (10) years [a five-year period
if Grantee is a 10% shareholder within the meaning of Code Section 422(c)(5)]
commencing on «OPTIONDATE» and terminating
on «TERMINATIONDATE».

     

    4. Option Price.  The
initial exercise price per share of the Options shall be $«OPTION_PRICE», said
exercise price not being less than the Fair Market Value of the Stock at the
time this Option is granted (or not less than 110% of
the Fair Market Value of the Stock on the date of grant if the Grantee is a 10%
shareholder within the meaning of Code Section 422(c)(5)); provided, however,
subject to adjustment as provided herein (the “Option Price”).

     

    5. Conditions to
Exercisability.  The Options shall vest and become exercisable
as follows:  «VESTING», if the Grantee continues to
be employed by the Company or any of its Subsidiaries on such date or
dates.

     

    6. Method of
Exercise.  An Option may be exercised, as to any or all full
shares of the Stock as to which the Option has become exercisable, by written
notice delivered in person or by mail to the Company’s transfer agent or other
administrator designated by the Company, specifying the number of shares of
Stock with respect to which the Option is being exercised.

     

     

     

    
      «OPTIONDATE»

      «LASTNAME»

      «REVISEDOPTIONS»

    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    7. Medium and Time of
Payment.  The Option Price shall be paid in full, at the time
of exercise, in cash or in shares of Stock (whether then owned by the Grantee or
issuable upon exercise of the Option) having a Fair Market Value equal to such
Option Price or in a combination of cash and Stock, including a cashless
exercise procedure through a broker dealer.

     

    8. Termination.  Except
as provided in this Section 8 and in Section 9 hereof, an Option may not be
exercised unless the Grantee is then in the employ of the Company or a
Subsidiary thereof (or a company or a Parent or Subsidiary of such company
issuing or assuming the Option in a transaction to which Section 424(a) of the
Code applies), and unless the Grantee has remained continuously so employed
since the date of grant of the Option. In the event that the employment or
consultant relationship of a Grantee shall terminate (other than by reason of
death, Disability or Retirement), all Options of such Grantee that are
exercisable at the time of Grantee’s termination may, unless earlier terminated
in accordance with their terms, be exercised within ninety (90) days after the
date of such termination (or such different period as the Compensation Committee
of the Board of Directors of the Company (the “Committee”) shall
prescribe).

     

    9. Death, Disability or Retirement of
Grantee.  If the Grantee shall die while employed by, the
Company or a Subsidiary thereof, or within thirty (30) days after the date of
termination of such Grantee’s employment (or within such different period as the
Committee may have provided pursuant to Section 8 hereof), or if the Grantee’s
employment shall terminate by reason of Disability, all Options theretofore
granted to the Grantee (to the extent otherwise exercisable) may, unless earlier
terminated in accordance with their terms, be exercised by the Grantee or by the
Grantee’s estate or by a person who acquired the right to exercise such Options
by bequest or inheritance or otherwise by result of death or Disability of the
Grantee, at any time within one hundred eighty (180) days after the death or
Disability of the Grantee (or such different period as the Committee shall
prescribe). In the event that an Option granted hereunder shall be exercised by
the legal representatives of a deceased or former Grantee, written notice of
such exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of the right of such legal representative to exercise such
Option. In the event that the employment of a Grantee shall terminate on account
of such Grantee’s Retirement, all Options of the Grantee that are exercisable at
the time of such Retirement may, unless earlier terminated in accordance with
their terms, be exercised at any time within one hundred eighty (180) days after
the date of such Retirement (or such different period as the Committee shall
prescribe).

     

    10. Withholding Taxes; Disqualifying
Disposition.  No later than the
date of exercise of an Option, the Grantee will pay to the Company or make
arrangements satisfactory to the Company regarding payment of any federal, state
or local taxes of any kind required by law to be withheld upon the exercise of
an Option. Alternatively, solely to the extent permitted or required by law, the
Company may deduct the amount of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of an Option from any payment
of any kind due to the Grantee. The withholding obligation may be satisfied by
the withholding or delivery of the Stock.  If the Grantee disposes of
Stock acquired upon exercise of this option within two years from the date of
grant or one year after such Stock was acquired pursuant to exercise of the
Option, the Grantee shall notify the Company in writing of such disposition
within ten (10) days thereof.

     

    11. Terms Incorporated by Reference
Herein.  Each of the terms of the Plan, as in effect as of the
date hereof, shall be deemed to govern the Options granted hereunder, as if the
Options had been granted pursuant to the Plan. To the extent that there is any
inconsistency between this Agreement and the terms of the Plan, the terms of
this Agreement shall govern.

     

     

    
      «OPTIONDATE»

      «LASTNAME»

      «REVISEDOPTIONS»

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    12. Transferability of
Options.  Options may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than to an
immediate family member of Grantee or to a trust or other estate planning entity
created for the benefit of the Grantee or one or more members of his immediate
family as provided for under the Plan; provided that, in all
cases, such transferee executes a written consent to be bound by the terms of
this Agreement.

     

    13. Entire
Agreement.  This Agreement contains all of the understandings
between the parties hereto pertaining to the matters referred to herein, and
supersedes all undertakings and agreements, whether oral or in writing,
previously entered into by them with respect thereto. The Grantee represents
that, in executing this Agreement, s/he does not rely and has not relied upon
any representation or statement not set forth herein made by the Company with
regard to the subject matter of this Agreement or otherwise.

     

    14. Amendment or Modification,
Waiver.  No provision of this Agreement may be amended or
waived unless such amendment or waiver is agreed to in writing, signed by the
Grantee and by a duly authorized officer of the Company. No waiver by any party
hereto of any breach by another party hereto of any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of a
similar of dissimilar condition or provision at the same time, any prior time or
any subsequent time.

     

    15. Notices.  Each
notice relating to this Agreement shall be in writing and delivered in person or
by certified mail to the proper address. All notices to the Company shall be
addressed to it at:

     

    CTM Media
Holdings, Inc.

    11 Largo
Drive South

    Stamford,
CT 06907

    Attention:
Human Resources, Stock Option and Incentive Plan Administrator

    


    All
notices to the Grantee or other person or persons then entitled to exercise the
Options shall be addressed to the Grantee or such other person or persons
at:

     

                                         
                            

                                                                       

                                                                       



    Anyone to
whom a notice may be given under this Agreement may designate a new address by
notice to such effect.

     

    16. Severability.  If
any provision of this Agreement or the application of any such provision to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of
this Agreement or the application of such provision to such person or
circumstances other than those to which it is so determined to be invalid and
unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by
law.

     

    17. Governing
Law.  This Agreement shall be construed and governed in
accordance with the laws of the state of Delaware, without regard to principles
of conflicts of laws.

     

     

     

    
      «OPTIONDATE»

      «LASTNAME»

      «REVISEDOPTIONS»

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

     

    18. Headings.  All
descriptive headings of sections and paragraphs in this Agreement are intended
solely for convenience, and no provision of this Agreement is to be construed by
reference to the heading of any section or paragraph.

     

    19. Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but both of which together shall constitute one and the same
instrument.

     

    [Remainder
of page intentionally left blank]

     

     

     

     

     

     

     

     

    
      «OPTIONDATE»

      «LASTNAME»

      «REVISEDOPTIONS»

    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

     

    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by an
authorized officer and the Grantee has hereunto set his hand all as of the date
first above written.

     

    CTM Media
Holdings, Inc.

     

    By:                                                                         
   

    Name:

    Title:

     

     

    By:                                                                                

    Grantee:
«FIRSTNAME» «LASTNAME»

    


    
 

     

     

     

     

    
      «OPTIONDATE»

      «LASTNAME»

      «REVISEDOPTIONS»

    

     

     

     5