Exhibit
10.29


 


MxEnergy Inc.


 


INCENTIVE STOCK OPTION AGREEMENT


 


AGREEMENT, made as of [             ],
and between MxEnergy Inc., a Delaware corporation (“Company”), and
[                    ]
(“Optionee”).


 


Pursuant to the MxEnergy Inc. 2001 Stock Option Plan (“Plan”), the Company desires to grant to the Optionee and the
Optionee desires to accept from the Company an option to purchase shares of the
common stock of the Company, $0.01 par value (“Common Stock”),
upon the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, the Company and the Option cc agree as
follows;


 


1.             Grant of Option; Option
Price. The Company hereby grants to the Optionee an option to
purchase [         ] shares of
Common Stock at a purchase price per share of [             ]
(“Option”). The Option is intended to be
treated as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (“Code”), however,
notwithstanding such intention, treatment as such will depend upon satisfaction
of certain conditions set forth in the Code and may not be available in all
instances. It is the responsibility of the Optionee to seek independent tax
advice with regard to the tax treatment of the Option, the exercise thereof,
the disposition of any Common Stock acquired upon exercise of the Option and
any other related matters.


 


2.             Entitlement to Exercise
Option; Term of Option. The Option shall become exercisable only in
accordance with the schedule below based upon the number of full years of the
Optionee’s continuous employment with the Company or an Affiliate as defined in
the Plan) following the date of grant. Unless sooner terminated pursuant to the
terms of this Agreement, the Option will expire if and to the extent that it is
not exercised on or before February 25, 2012.


 


	
  Full Years of Continuous

  Employment/Service

  Following Grant Date

  	
   

  	
  Incremental

  Percentage of Option

  Exercisable

  	
   

  	
  Cumulative

  Percentage of Option

  Exercisable

  	
   

  
	
  Less than 1

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  1

  	
   

  	
  33.333

  	
  %

  	
  33.333

  	
  %

  
	
  2

  	
   

  	
  33.333

  	
  %

  	
  66.67

  	
  %

  
	
  3 or more

  	
   

  	
  33.333

  	
  %

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.             Exercise of Option.
Once the Optionee has satisfied the requirements of Section 2 of this
Agreement, the Option may be exercised in whole at any time or in part from
time to time during the term of the Option, except that no partial exercise may
be for less than 100 shares. To exercise the Option, the Optionee shall deliver
to the Chief Executive Officer of the Company; (a) a written notice
specifying the number of shares of Common Stock to be purchased: (b) payment
in full of the exercise price, together with the amount, if any, deemed
necessary by the Company to enable it to satisfy any income tax withholding
obligations with respect to the exercise of the Option (unless other
arrangements, acceptable to the Company, are made for the satisfaction of such
withholding obligations); and (c) if not previously executed at the time of 


 

















 


grant of the Option, the Stockholders’ Agreement
described in Section 12 below, executed by Optionee. The Company may (in its
sole and absolute discretion) permit all or part of the exercise price to be
paid with previously-owned shares of Common Stock owned for at least six months
prior to the surrender of such shares in payment of the Option price.


 


4.             Rights as a Stockholder.
No shares of Common Stock will be issued or delivered pursuant to an exercise
of the Option until full payment for such shares has been made. The Optionee
shall have no rights as a stockholder with respect to any shares covered by the
Option until a stock certificate for such shares has been issued to the Optionee.
Except as otherwise provided herein, no adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of issuance of such stock certificate.


 


5.             Investment Representation.
In consideration of the grant of the Option, the Optionee hereby represents and
warrants to the Company that upon an exercise of the Option, the shares
purchased by the Optionee pursuant to such exercise will be acquired for the Optionee’s
account for the purpose of investment and not with a view to or for
distribution and resale. The Optionee further acknowledges and understands that
(a) neither the Option nor any shares of Common Stock issuable upon exercise of
the Option have been registered under the Securities Act of 1933 (“Securities Act”) and are “restricted securities” within the
meaning of Rule 144 under the Act and consequently, are subject to restrictions
on transfer and (b) may not be sold unless a registration under the Securities
Act is in effect with respect thereto and all relevant state securities laws
have been complied with or unless an exemption from such registration or
compliance is available under the Securities Act or any relevant state securities
law. The Optionee also understands that the Company is under no obligation to
register the shares issuable upon an exercise of the Option under the
Securities Act or to take any action that would make available to the Optionee
any exemption from such registration. The certificates representing any shares
of Common Stock issued upon exercise of the Option shall bear a legend to such
effect as the Company’s counsel shall deem necessary or desirable to the
foregoing effect. The Option shall in no event be exercisable and shares shall
not be issued hereunder if the Company determines that such exercise and/or
issuance would result in a violation of federal or state securities laws.


 


6.             Nontransferability of
Option. The Option is not assignable or transferable except by will
or by the applicable laws of descent and distribution. The Option is exercisable
during the Optionee’s lifetime only by the Optionee.


 


7.             Termination of Employment.
If the Optionee’s employment with the Company or an Affiliate terminates for
any reason other than death or Disability (as defined in the Plan) or a reason
specified in Section 8(f)(i)(D) of the Plan, then, unless sooner terminated
under the terms hereof or pursuant to Section 8(f)(i)(E) of the Plan, the
Option will terminate on the date three (3) months after the date of the Optionee’s
termination of employment. If the Optionee’s employment is terminated by reason
of the Optionee’s death or Disability, then unless sooner terminated under the
terms hereof the Option will terminate on the date one (1) year after the date
of such termination of employment.


 


8.             Plan Provisions Control.
The provisions of the Plan shall govern if and to the extent that there are
inconsistencies between the provisions of the Plan and the provisions of this 


 


2

















 


Agreement. The Optionee acknowledges that the Optionee
has received a copy of the Plan prior to the execution of this Agreement, and
that the provisions of the Plan are incorporated herein by reference.


 


9.             Capital Changes, Reorganization,
Sale.


 


(a)           The aggregate number of shares and
class of shares as to which Options may be granted hereunder, the number and
class or classes of shares covered by each outstanding Option and the Option
price thereof shall be adjusted appropriately in the event of a stock dividend,
stock split, recapitalization or other change in the number or class of issued
and outstanding equity securities of the Company resulting from a subdivision
or consolidation of the Common Stock and/or, if appropriate, a recapitalization
or other capital adjustment (not including the issuance of Common Stock on the
conversion or exchange of other securities of the Company that are convertible
into or exchangeable for Common Stock affecting the Common Stock which is
effected without receipt of consideration by the Company.


 


(b)           In the event of any adjustment in the
number of shares covered by the Option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded, and the
Option will cover only the number of full shares resulting from the adjustment.


 


(c)           All adjustments under this Section 9
shall be made by the Board of Directors, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.


 


10.           No Rights Conferred.
Nothing in this Agreement shall give the Optionee any right to continue in the
employ of the Company or an Affiliate or interfere in any way with the right of
the Company to terminate the employment of the Optionee.


 


11.           Tax Considerations.
If the Optionee complies with the appropriate holding period requirements under
the Code applicable to an incentive stock option upon disposition of the shares
of Common Stock underlying the Option, the Optionee will not have compensation
income and any gain on the disposition of such shares will be treated as a
capital gain. The Optionee hereby acknowledges and understands that to the
extent that any portion of the Option does not qualify as an incentive stock
option, that portion of the Option will be treated as a non-qualified stock
option. The Optionee further acknowledges that in such case (a) pursuant to the
Code as currently in effect, the difference between the fair market value of
the Common Stock on the date the Optionee exercises the non-qualified portion
of the Option and the Option price will be taxable income to the Optionee in
the year the Optionee exercises the Option, and (b) the Company may be required
to withhold Federal, state or local taxes with respect to the compensation income,
if any, realized by Optionee upon an exercise of the Option. If the Company
determines that such withholding is required, the Optionee agrees either to provide
the Company at the time of any exercise of the Option with funds equal to the
amount of taxes which the Company determines must be withheld or to make other
arrangements satisfactory to the Company regarding such payment, including
authorizing the Company to withhold such amounts from any payment, including
authorizing the Company to withhold such amounts from any payments to which the
Optionee is entitled. All matters with respect to the withholding of taxes 


 


3

















 


resulting from an exercise of the Option shall be
determined by the Board of Directors of the Company and such determination
shall be conclusive and binding.


 


12.           Stockholders Agreement.
The Optionee hereby acknowledges and agrees that all shares of Common Stock
issued upon an exercise of the Option will be subject to the restrictions and
obligations on transfer imposed on a Stockholder as provided in the Company’s
Stockholders Agreement as amended from time to time (“Stockholders
Agreement”). The Optionee, as a condition to the exercise of the
Option, hereby agrees to be bound by all of the terms and conditions imposed on
a Stockholder under the Stockholders Agreement with respect to any and all
shares of Common Stock issuable upon exercise of the Option and consents to the
legending of the stock certificates for such shares in accordance with the
Stockholders Agreement. Optionee acknowledges receipt of a copy of the current
Stockholders Agreement and agrees as a condition to the exercise of the Option
to execute and join the Stockholders Agreement as amended from time to time as
a party prior to the receipt of any shares of Common Stock to be issued in connection
with any exercise of the Option and to execute all other such instruments as
the Company may request m confirmation of the Optionee’s joinder in the
Stockholders Agreement.


 


13.           Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns


 


14.           Governing Law; Entire
Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.


 


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


 


	
  MXENERGY INC.

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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