Unassociated Document


    EXHIBIT
      10.9 

    GOFISH
      CORPORATION

    


    Form
      of Non-Qualified Stock Option Agreement 


     

    [Date]

     

    Dear
      ________________________:

     

    I
      am
      pleased to inform you that GoFish Corporation (the “Company”) has granted you a
      non-qualified stock option to purchase shares of the Company’s Common Stock, par
      value $0.001 per share (the “Common Stock”), on the terms and conditions set
      forth below. [Reference any other applicable agreement between the Company
      and
      the optionee.]

     

    The
      grant
      of this stock option is made pursuant to the GoFish Corporation Equity Incentive
      Plan (the “Plan”). This stock option is not intended to qualify as an “incentive
      stock option” under Section 422 of the Internal Revenue Code of 1986, as
      amended. The terms of the Plan are incorporated into this letter and in the
      case
      of any conflict between the Plan and this letter, the terms of the Plan shall
      control.

     

    Now,
      therefore, in consideration of the foregoing and the mutual covenants
      hereinafter set forth:

     

    1. Stock
      Option.
      The
      Company hereby grants you a non-qualified stock option (the “Stock Option”) to
      purchase from the Company [______] shares of Common Stock at a price of [$_____]
      per share. The Date of Grant is [________________]. Unless earlier exercised
      or
      terminated in accordance with the terms hereunder and in the Plan, this Stock
      Option will expire on the date that is the tenth (10th)
      anniversary of the Date of Grant.

     

    2. Entitlement
      to Exercise the Stock Option.
      The
      grant of the Stock Option is subject to the following terms and
      conditions:

     

    (a) The
      Stock
      Option shall be exercisable in accordance with the following schedule:


     

    [                                               
      ]

     

    The
      Stock
      Option shall cease to vest as of the date of the termination, for any reason,
      of
      your
      employment or other relationship underlying the issuance of this Stock Option.
      

     

    (b) If
      you
      die when any portion of the Stock Option is exercisable, then the person to
      whom
      your rights under the Stock Option shall have passed by will or by the laws
      of
      descent and distribution may exercise any of the exercisable portion of the
      Stock Option within one (1) year after your death, provided
      that no Stock Option may be exercised in any event more than ten (10) years
      after the Date of Grant.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Method
      of Exercise & Payment.
      You may
      exercise the vested portion of the Stock Option in whole or in part, by giving
      written notice to the Company. The written notice shall clearly state your
      intent to elect to exercise the Stock Option and the number of shares of Common
      Stock with respect to which the Stock Option is being exercised. Further, the
      written notice shall be signed by you (or, in the case of your death, the person
      exercising the Stock Option) and shall be delivered to the Corporate Secretary
      of the Company at the Company’s principal executive office. Except as otherwise
      provided in the Plan, payment of the exercise price for the number of shares
      of
      Stock being purchased pursuant to any Option shall be made (i) by cash or
      check payable to the order of the Company; (ii) by
      delivery or attestation of shares of Common Stock (valued at their Fair Market
      Value) in satisfaction of all or any part of the exercise price; (iii) by
      delivery of a properly executed exercise notice with irrevocable instructions
      to
      a broker to deliver to the Company the amount necessary to pay the exercise
      price from the sale or proceeds of a loan from the broker with respect to the
      sale of Company Stock or a broker loan secured by the Company Stock;
      (iv) by such other consideration as may be approved by the Committee from
      time to time to the extent permitted by applicable law; or (v) by any
      combination of (i) through (iv) hereof. 

     

    4. Tax
      Withholding.
      As a
      condition of exercise, you agree that at the time of exercise that you will
      pay
      to the Company any applicable withholding taxes, if any, that the Company is
      required to withhold in connection with the exercise of the Stock Option. To
      satisfy the applicable withholding taxes, you may elect to (a) make cash
      payment or authorize additional withholding from your cash compensation;
      (b) deliver freely tradable shares of Common Stock (which will be valued at
      their Fair Market Value as of the date of delivery); or (c) request that
      the Company retain that number of shares of Common Stock that would satisfy
      all
      or a portion of the applicable withholding taxes. 

     

    5. Transferability
      of Stock Option.
      Other
      than upon your death by will or by the laws of descent and distribution, the
      Stock Option is not transferable by you and may be exercised during your
      lifetime only by you.

     

    6. Termination
      of Stock Option.
      [Specific vesting and forfeiture provisions to be added in accordance with
      the
      terms of the Plan.]

     

    7. Adjustments.
      If the
      number of outstanding shares of Common Stock is increased or decreased as a
      result of one or more stock splits, reverse stock splits, stock dividends,
      recapitalizations, mergers, share exchange acquisitions, combinations or
      reclassifications, the number of shares with respect to which you have an
      unexercised Stock Option and the Stock Option price shall be appropriately
      adjusted as provided in the Plan.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8. Delivery
      of Certificate.
      The
      Company may delay delivery of the certificate for shares of Common Stock
      purchased pursuant to the exercise of an Stock Option until (i) it receives
      any required representation by you or completion of any registration or other
      qualification of such shares under any state or federal law regulation that
      the
      Company’s counsel shall determine as necessary or advisable, or (ii) it
      receives advice of counsel that all applicable legal requirements have been
      complied with. As a condition of exercising the Stock Option, you may be
      required to execute a customary written indication of your investment intent
      and
      such other agreements the Company deems necessary or appropriate to comply
      with
      applicable securities laws.

     

    9. No
      Guaranteed Right of Employment.
      If you
      are employed by the Company, nothing contained herein shall confer upon you
      any
      right to be continued in the employment of the Company or interfere in any
      way
      with the right of the Company to terminate your employment at any time for
      any
      cause.

     

    10. Notice
      of Certain Dispositions.
      You
      agree to notify the Company in writing immediately after you make a disposition
      of any shares acquired upon exercise of this Stock Option if you are required
      to
      report information related to your ownership of Common Stock pursuant to any
      applicable securities laws, or if such disposition occurs before the later
      of
      (a) the date that is two years after the Date of Grant, or (b) the date that
      is
      one year after the date that you acquired such shares upon exercise of this
      Stock Option. 

    


    11. Notices.
      Notices
      hereunder shall be mailed or delivered to the Company at its principal place
      of
      business, and shall be delivered to you in person or mailed or delivered to
      you
      at the address set forth below, or in either case at such other address as
      one
      party may subsequently furnish to the other party in writing. 

    


    12. Choice
      of Law.
      This
      Agreement shall be governed by New York law, without giving effect to the
      conflicts or choice of laws principles thereof.

     

    [Signature
      page follows]


    
      
        
        

      

      
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	 	GoFish
              Corporation
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              

            
	 	Name:	 
	 	 	
              
 
	 	
              Title:

            	
            
	 	 	
              
  


    

     

    ACKNOWLEDGEMENT
      BY OPTIONEE

    


    The
      foregoing Stock Option is hereby accepted and the terms and conditions thereof
      hereby

    agreed
      to
      by the undersigned as of the Date of Grant specified above.

     

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Optionee's
              Signature
	 	 	 	 
	 	 	 	
               

              
                
Printed
                Name

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              Optionee's Address:

               

              
                

              

               

              
                

              

               

              
                

              

              
              

            


    

     

    
      
        
        

      

      
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