Exhibit
10.1.1


 


	
  No.       

  	
   

  	
  Number of Shares:
              

  	
   

  	
  Date of Grant:                        

  



 


VITACUBE SYSTEMS HOLDINGS, INC.


INCENTIVE STOCK OPTION AGREEMENT


 


THIS AGREEMENT is made effective as of           ,
200  , between                   
(the “Optionee”) and VITACUBE SYSTEMS HOLDINGS, INC., a Nevada corporation (the
“Company”).


 


1.                                       Grant
of Option.  The Company, pursuant to the VitaCube Systems
Holdings, Inc. 2003 Stock Incentive Plan (“Plan”), a copy of which is attached
as Attachment A, hereby grants to the Optionee, an option (the “Option”) to
purchase from the Company an aggregate of        
Common Shares, as such Common Shares are now constituted, at the purchase price
of $       per share (the “Option Price”).  Such Option is intended to be an Incentive
Stock Option as defined in the Plan.  The
provisions of the Plan governing the terms and conditions of Incentive Stock
Options are incorporated in full by this reference.  Certain capitalized terms used in this
Agreement and not defined herein will have the meaning set forth in the Plan.


 


2.                                       Termination.  Unless terminated earlier as provided herein
or in the Plan, the Option will terminate and be of no force or effect after
5:00 p.m. Mountain Time on              ,
        (the “Expiration Date”).


 


3.                                       Exercise
of Option.


 


3.1                                 Subject
to the provisions of the Plan and as provided herein regarding termination of
the Option, this Option will vest and be exercisable in increments as follows:


 




	
   

  	
   

  	
  Number of

  	
   

  
	
  Date

  	
   

  	
  Common Shares Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


3.2                                 Notwithstanding
the above, in the event of a Change in Control, the Option will earlier vest
and be exercisable as provided in the Plan.


 


3.3           Optionee
may exercise this Option only with respect to whole shares.


 


4.                                       Method
of Exercise.  The Option evidenced hereby is exercisable by
delivery to and receipt by the Company of (a) a written notice of election to
exercise (“Exercise Notice”),


 





















 


substantially in the form set forth in Attachment B hereto, specifying
the number of Common Shares to be purchased; (b) payment of the Option Price in
full for the number of Common Shares specified in the Exercise Notice; and (c)
this Agreement for endorsement of exercise by the Company on Schedule I hereof.


 


5.                                       Payment
of Purchase Price.  The Option Price is payable in cash or
certified check payable to the order of the Company.  Upon the prior written consent of the
Committee, the Option Price may be paid by a recourse promissory note in favor
of the Company.


 


6.                                       Early
Termination.  The right to exercise this Option is subject to the
following additional limitations:


 


6.1                                 This
Option will terminate immediately with respect to any Common Shares for which
this Option has not been exercised upon the occurrence of the following events:


 


(a)                                  The
termination of Optionee’s employment with the Company by the Company For Cause.


 


(b)                                 A
breach by Optionee of any confidentiality, noncompetition, or nonsolicitation
covenant contained in any employment agreement or any other agreement executed
by the Optionee for the benefit of the Company.


 


(c)                                  The
consummation of a Change in Control, unless the agreement governing the Change
in Control provides otherwise.


 


(d)                                 The
dissolution or liquidation of the Company other than in connection with a
Change in Control.


 


6.2                                 If
the Optionee’s employment with the Company is terminated other than For Cause,
including termination because of Optionee’s death or disability, this Option
will be exercisable, to the extent it was exercisable on the date the Optionee’s
employment terminated, for a period of three months following such termination
of employment.  Upon the expiration of
the three-month exercise period, or, if earlier, upon the Expiration Date of
this Option, the Option will terminate and cease to be outstanding for any
Common Shares for which this Option has not been exercised.


 


7.                                       Transferability
of Option.  During the lifetime of the Optionee, the Option is
exercisable only by the Optionee and is not assignable or transferable.  If the Optionee dies prior to the Expiration
Date, the Option to the extent exercisable on the date of Optionee’s death may
be exercised by the personal representative of the Optionee’s estate, or by the
persons to whom the Option is transferred pursuant to the Optionee’s will or in
accordance with the laws of descent and distribution.


 


2





















 


8.                                       Restrictions
on Option Shares.  Optionee may not sell, pledge, or otherwise
transfer any interest in any Common Shares (the “Option Shares”) acquired
pursuant to exercise of the Option except pursuant to an effective registration
under the Securities Act of 1933, as amended (the “Act”) and the applicable
state securities laws (“State Acts”) or if exemptions from such registration
are available.  Optionee understands that
the Company may require an opinion of Optionee’s counsel or other evidence
satisfactory to the Company that any such transfer is not in violation of the
Act or State Acts.  Unless the Option
Shares are subject to an effective registration, the certificates representing
the Option Shares will bear a legend substantially as follows:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY
STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS UNLESS EXEMPTIONS FROM REGISTRATION THEREUNDER ARE AVAILABLE, THE
AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF VITACUBE
SYSTEMS HOLDINGS, INC. (THE “COMPANY”).


 


9.                                       Notice
of Disqualifying Disposition.  If
Optionee sells or otherwise disposes of any of the Option Shares on or before
the later of (a) the date two years after the Date of Grant, or (b) the date
one year after the date of exercise, Optionee will immediately notify the
Company in writing of such disposition. 
Optionee acknowledges and agrees that Optionee may be subject to income
tax withholding by the Company on the compensation income recognized by
Optionee from such disposition.


 


10.                                 Governing
Law.  This Agreement will be governed
by and construed under the laws of the state of Colorado.


 


11.                                 Notices.  Any and all notices, designations, consents,
offers, acceptances, or any other communication provided for herein must be given
in writing and will be deemed to have been duly given, (a) if delivered by
personal delivery; (b) when sent by email or confirmed facsimile, if sent on a
business day before 5:00 p.m. and, otherwise on the next business day; (c) one
business day after being deposited with a nationally recognized overnight
courier; or (d) five days after being mailed, registered or certified mail,
postage prepaid.  Such communications
will be addressed, in the case of the Company, to its principal office, and in
the case of the Optionee, to Optionee’s address appearing on the record books
of the Company or Optionee’s residence, or at such other address as may be
designed by Optionee.


 


12.                                 Entire
Agreement.  This Agreement contains
the entire agreement and the understanding by and between the parties with
respect to the subject matter hereof.


 


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13.                                 Succession.  Except as otherwise provided herein or in the
Plan, this Agreement will be binding upon and will enure to the benefit of the
parties, their heirs, successors, assigns, and legal representatives.


 


14.                                 Severability.  If any provision of this Agreement is found
to be illegal or unenforceable for any reason whatsoever, the Agreement will be
interpreted and construed without reference to such provision, and the balance
of the Agreement will remain in full force and effect.


 


15.                                 Paragraph
Headings.  The paragraph headings are
inserted in this Agreement for convenience only and are not intended to affect
the terms of this Agreement.


 


16.                                 Counterparts.  This Agreement may be executed in
counterparts, each of which will be deemed an original and which together will
constitute a single instrument.


 


17.                                 Execution
By Optionee Required.  For this
Agreement to be effective, the Optionee must sign the following page (the “Acceptance
Page”) and return it to the Company. 
THIS AGREEMENT WILL BE DEEMED WITHDRAWN AND THE OPTION WILL BE OF NO
FORCE OR EFFECT UNLESS THE OPTIONEE HAS SIGNED AND RETURNED THE ACCEPTANCE PAGE
TO THE COMPANY WITHIN 60 DAYS FROM THE DATE THIS AGREEMENT IS SIGNED ON BEHALF
OF THE COMPANY.


 


 


	
   

  	
  VITACUBE SYSTEMS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Officer

  
					



 


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ACCEPTANCE
BY OPTIONEE


 


The undersigned, by his or her signature below, hereby accepts the
Option, acknowledges having read this Agreement and the Plan, and agrees to be
bound by all provision set forth herein and in the Plan.


 


	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number:

  	
   

  
						



 


5



















Attachment A


 


(Copy of VitaCube Systems
Holdings, Inc.

2003 Stock Incentive Plan)


 


A-1





















 


Attachment
B


 


(Suggested form of
Exercise Notice - please retype or make a copy of this letter before using.)


 


	
  Date:                

  
	
   

  
	
  Treasurer

  
	
  VitaCube Systems Holdings, Inc.

  
	
  480 South Holly Street

  
	
  Denver, CO 80246

  



 


Dear Sir:


 


In accordance with the Incentive Stock Option Agreement (the “Agreement”)
evidencing the option granted to me on             ,
200    , under the VitaCube Systems Holdings, Inc. 2003
Stock Incentive Plan, I hereby elect to exercise the option to the extent of           
Common Shares (the “Shares”).  In
connection with this exercise, enclosed is the original Agreement for
endorsement by the Company as to exercise on Schedule I thereof.


 


In payment of the purchase price (initial all that apply):


 


       A.                                                              I
enclose a check or money order payable to the order of “VitaCube Systems Holdings,
Inc.” in the amount of $              .


 


       B.                                                                Promissory
Note (prior approval of the Committee required).


 


In the event I hereafter sell any of the Shares within one year from
the date of this exercise or within two years after the date of grant of this
option, I agree to notify the Company promptly of the amount of taxable
compensation realized by me by reason of such event for federal income tax
purposes.


 


I agree to execute and deliver such additional documents reasonably
requested by the Company with respect to my acquisition of the Shares.


 


When the certificate for the Shares has been issued, please deliver it
to me, along with my endorsed Agreement if the option was not exercised in
full, at the address set forth below my signature.


 


 


	
   

  	
   

  	
   

  
	
  [Signature]

  	
  [Address]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Print Name]

  	
   

  
	
   

  	
   

  
	
   

  	
  [Social Security Number]

  



 


B-1





















 


	
  Optionee:
                         

  	
   

  	
  Option No.           

  	
   

  	
  Date of Grant:
                     

  



 


Schedule I


 


	
  Date

  	
   

  	
  Shares

  Purchased

  	
   

  	
  Payment

  Received

  	
   

  	
  Unexercised

  Shares

  Remaining

  	
   

  	
  Issuing

  Officer

  Initials