a6023095ex10_3.htm


    Exhibit
10.3

    


    DIRECTOR
STOCK OPTION AGREEMENT FOR 2009 STOCK INCENTIVE PLAN

     

    iParty
Corp.

    Employer
ID: 76-0547750

    270 Bridge
Street, Suite 301

    Dedham,
Massachusetts 02026

     

    
      	 
      
	
              «FirstName»
      «MiddleName» «LastName»

            
	
              «Street
      Address»

            
	
              «City»,
      «State» «Zip»

            


    

     

    You have
been granted an option to purchase iParty Corp. Common Stock as
follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                Type
      of Option:

                              	Non-Qualified
      Stock Option	 
	 	
                                Grant
      No.:

                              	 
      	 
	 	
                                Stock
      Option Plan:

                              	2009
      Stock Incentive Plan	 
	 	
                                Date
      of Grant:

                              	 
      	 
	 	
                                Total
      Number of Option Shares:

                              	 
      	 
	 	
                                Option
      Price per Share:

                              	$	 
	 	
                                Total
      Exercise Price of Option Shares:

                              	$	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	 	
                            Vesting Dates

                          	
                            Number of Shares 

                            Vesting on Vesting Date

                          	
                            Percent
      Vested

                            (Cumulative)

                          	 
	 	 
      	 
      	 	 
	 	 
      	 
      	 	 
	 	 
      	 
      	 	 


                  

                

              

            

          

        

      

    

    By your
acceptance of this Stock Option Grant, you agree that this option is granted
under and governed by the terms and conditions of iParty’s 2009 Stock Incentive
Plan (as further amended or restated from time to time) and by the terms and
conditions of iParty’s Director Stock Option Agreement, which is attached
hereto.

     

    iParty
Corp.

     

     

    Sal
Perisano

    Chairman
and Chief Executive Officer

     

    Acknowledged
and Accepted by:

    


     

    _______________________

    [Optionee
Name]

    


    Attachment:
iParty Director Stock Option Agreement

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IPARTY
CORP. DIRECTOR STOCK OPTION AGREEMENT

     

    1. Grant of Option. 
iParty Corp., a Delaware corporation (“iParty”), hereby grants to the
Optionee named in the accompanying Stock Option Grant (the “Option Grant”) the option,
pursuant to iParty’ 2009 Stock Incentive Plan (the “Plan”), to purchase an
aggregate of the Total Number of Option Shares of Common Stock of iParty stated
in the Option Grant at a price per share equal to the Option Price Per Share
stated in the Option Grant, purchasable as set forth in, and subject to the
terms and conditions of, this Option Agreement and the Plan.

     

    2. Non-Statutory Stock
Option.  This option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).

     

    3. Exercise of Option and Provisions
for Termination.

     

    (a) Vesting Schedule.  Except
as otherwise provided in this Option Agreement, this option may be exercised up
to and including the tenth anniversary of the Date of Grant stated in the Option
Grant (hereinafter the “Expiration
Date”).  This option shall become exercisable (or “vest”) in installments for the
number of shares set forth in the table in the Option Grant commencing on each
of the respective Vesting Dates noted (each a “Vesting Date”).  The
right of exercise shall be cumulative so that if the option is not exercised to
the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this
option.  This option may not be exercised at any time after the
Expiration Date.   Notwithstanding the foregoing: (1) if the Optionee
ceases to serve as a director of iParty before a Vesting Date set forth in the
Option Grant, no shares of Common Stock shall become exercisable on such Vesting
Date following the cessation of his or her service as director; and
(2) this option shall immediately become exercisable in full in the event
(i) a Change in Control (as defined in the Plan) of iParty occurs or 
(ii) the Optionee ceases to serve as a director of iParty due to his or her
death or disability (within the meaning of Section 22(e)(3) of the
Code or any successor provision).

     

    (b) Continuous Service as Director
Required.  Except as otherwise provided in this Section 3(b), this option
shall terminate, and may no longer be exercised by the Optionee, on the date
three years after the Optionee ceases to serve as a director of iParty.  In
the event (1) the Optionee ceases to serve as a director of iParty due to
his or her death or disability (within the meaning of
Section 22(e)(3) of the Code or any successor provision), or
(2) the Optionee dies or is disabled (within the meaning of
Section 22(e)(3) of the Code or any successor provision) within three
years after he or she ceases to serve as a director of iParty, then the
exercisable portion of this option (as it may have been accelerated pursuant to
Section 3(a)) may be
exercised within the period of one year following such date, by the Optionee or
by the person to whom this option is transferred by will or by the laws of
descent and distribution. Notwithstanding the foregoing, this option may not be
exercised at any time after the Expiration Date.

     

    (c) Exercise Procedure. 
Subject to the conditions set forth in this Option Agreement, this option shall
be exercised by the Optionee’s delivery of written notice of exercise to the
Secretary of iParty specifying the number of shares to be purchased and the
purchase price to be paid therefore and accompanied by payment in full in
accordance with Section 4.  Such
exercise shall be effective upon receipt by the Secretary of iParty of such
written notice together with the required payment.  The Optionee may
purchase fewer than the total number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional share.

     

    4. Payment of Purchase
Price.

     

    (a)  Method of
Payment.  Payment of the purchase price for shares purchased upon
exercise of this option shall be made (i) by delivery to iParty of cash or
a check to the order of iParty in an amount equal to the purchase price of such
shares, (ii) subject to the consent of iParty, by delivery to iParty of
shares of Common Stock of iParty then owned by the Optionee having a fair market
value equal in amount to the purchase price of such shares, (iii) by any
other means which the Board of Directors determines are consistent with the
purpose of the Plan and with applicable laws and regulations (including, without
limitation, the provisions of Rule 16b-3 under the Securities Exchange Act
of 1934 and Regulation T promulgated by the Federal Reserve Board), or
(iv) by any combination of such methods of payment.  Notwithstanding
the prior sentence, under no circumstances may payment for shares be made by a
promissory note.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Valuation of Shares or Other Non-Cash
Consideration Tendered in Payment of Purchase Price.  For the
purposes hereof, the fair market value of any share of iParty’ Common Stock or
other non-cash consideration which may be delivered to iParty in exercise of
this option shall be determined by the Board of Directors of
iParty.

     

    (c)  Delivery of Shares Tendered in
Payment of Purchase Price.  If the Optionee exercises this option by
delivery of shares of Common Stock of iParty, the certificate or certificates
representing the shares of Common Stock of iParty to be delivered shall be duly
executed in blank by the Optionee or shall be accompanied by a stock power duly
executed in blank suitable for purposes of transferring such shares to iParty,
and the Common Stock delivered may not be subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirement and must have been held for at
least six months if such Common Stock was previously issued to the Optionee
through a iParty compensation plan.  Fractional shares of Common Stock of
iParty will not be accepted in payment of the purchase price of shares acquired
upon exercise of this option.

     

    5. Delivery of Shares; Compliance With
Securities Law, Etc.

     

    (a) General.  iParty
shall, upon payment of the option price for the number of shares purchased and
paid for, make prompt delivery of such shares to the Optionee, provided that if
any law or regulation requires iParty to take any action with respect to such
shares before the issuance thereof, then the date of delivery of such shares
shall be extended for the period necessary to complete such action.

     

    (b) Listing, Qualification,
Etc.  This option shall be subject to the requirement that if, at
any time, counsel to iParty shall determine that the listing, registration or
qualification of the shares subject hereto upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of shares hereunder, this option may
not be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, disclosure, or satisfaction of such other
condition shall have been affected or obtained on terms acceptable to the Board
of Directors.  Nothing herein shall be deemed to require iParty to apply
for, effect or obtain such listing, registration, qualification, or disclosure
or satisfy such other condition.

     

    6. Transferability of
Option.  This option is personal and may not be transferred other
than by will or the laws of descent and distribution, and this option shall be
exercised during the lifetime of the Optionee only by the Optionee or his or her
legal representative.  Other than pursuant to the prior sentence, no
rights granted hereunder may be transferred, assigned, pledged or hypothecated
in any way (whether by operation of law or otherwise) nor shall any such rights
be subject to execution, attachment or similar process.  All transferees of
this Option must agree to be bound by all of the terms and conditions of this
Option Agreement upon such written instrument in form and substance satisfactory
to iParty.  Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this option or of such rights contrary to the provisions
hereof, or upon the levy of any attachment or similar process upon this option
or such rights, this option and such rights shall, at the election of iParty,
become null and void.

     

    7. Limitation of Rights

     

    (a) No Right to Continue as a
Director.  Neither the Plan, nor the granting of this option nor any
other action taken pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that iParty will retain the
Optionee as a director for any period of time.

     

    (b) No Stockholders’ Rights for
Options.  The Optionee shall have no rights as a stockholder with
respect to the shares of Common Stock covered by this option until the date of
the issuance to him or her of a stock certificate therefore, and no adjustment
will be made for dividends or other rights (except as provided in Section 11(b) of the
Plan) for which the record date is prior to the date such certificate is
issued.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. Adjustment to Capital
Stock.  In the event of any stock split, reverse stock split, stock
dividend, recapitalization, combination of shares, reclassification of shares,
spin-off or other similar change in capitalization or event, or any dividend or
distribution to holders of Common Stock other than an ordinary cash dividend,
the Optionee shall, with respect to this option or any unexercised portion
thereof, be entitled to the rights and benefits, and be subject to the
limitations, set forth in Section 4(c) of the
Plan.

     

    9. Mergers, Consolidations, Asset Sales,
Liquidations, Etc.  In the event of a merger or consolidation or any
share exchange transaction in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity, or in the event of a liquidation of iParty, prior to the
Expiration Date or termination of this option, the Optionee shall, with respect
to this option or any unexercised portion hereof, be entitled to the rights and
benefits, and be subject to the limitations, set forth in Section 10(e) of the
Plan.

     

    10. Withholding Taxes. 
iParty’ obligation to deliver shares upon the exercise of this option shall be
subject to the Optionee’s satisfaction of all applicable federal, state and
local income and employment tax withholding requirements.

     

    11. Miscellaneous.

     

    (a) Except as provided
herein, this option may not be amended or otherwise modified unless evidenced in
writing and signed by iParty and the Optionee unless the Board of Directors of
iParty determines that the amendment or modification, taking into account any
related action, would not materially and adversely affect the Optionee. 
This Option Agreement may be executed in multiple counterparts, each of which
shall represent the same option agreement.

     

    (b) All notices under
this option shall be mailed or delivered by hand to iParty at its main office,
Attn: Secretary, and to the Optionee to his or her last known address on the
records of iParty or at such other address as may be designated in writing by
either of the parties to one another.

     

    (c) This option shall be
governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of
law.