**Exhibit 10.15**

 

**GAIAM, INC.**

 

#### **EMPLOYEE STOCK OPTION AGREEMENT**

#### ** **

ThisStock Option Agreement set forth below (this “Agreement”) is dated as of thedate of grant set forth below and is between Gaiam, Inc., a Coloradocorporation (“Gaiam”), and the individual named below (the “Grantee”).

 

Gaiamhas established its 2009 Long-Term Incentive Plan (the “Plan”) to advance theinterests of Gaiam and its shareholders by providing incentives to certaineligible persons who contribute significantly to the strategic and long-termperformance objectives and growth of Gaiam and any parent or subsidiary ofGaiam.

 

ThisAgreement evidences an option grant as follows:

 
| **Granted  to:**               |
|--------------------------------|
| **Number  of Shares:**         |
| **Effective  Date of Grant:**  |
| **Expiration  Date:**          |
| **Exercise  Price Per Share:** |
| **Vesting  Dates:**            |

 

Pursuantto the provisions of the Plan, the Board of Directors of Gaiam (the “Board”) ora Committee designated by the Board (the “Committee”) has full power andauthority to direct the execution and delivery of this Agreement in the nameand on behalf of Gaiam.  The Board or theCommittee authorized the execution and delivery of this Agreement. Allcapitalized terms not otherwise defined in this Agreement have the same meaninggiven such capitalized terms in the Plan.

 

# **Agreement**

# ** **

Theparties agree as follows:

 

**Section 1.  *Grant of Stock Option; Term***.   Subject and pursuant to all terms andconditions stated in this Agreement and in the Plan, Gaiam hereby grants toGrantee an option (the “***Option***”) topurchase the number of shares (the “***Option Shares***”)of Gaiam’s Class A common stock, par value $0.0001 per share (the “***Common Shares***”), set forth above, atthe exercise price set forth above. Except as otherwise provided in this Agreement or the Plan, the Optionmay not be exercised after the close of business on the expiration date setforth above. Grantee hereby accepts the Option on such terms and conditions,including, without limitation, the confidentiality and non-compete provisionsset forth in Section 8 of this Agreement. The Option is a Nonqualified Stock Option (as such term is defined inthe Plan). Grantee shall, subject to the limitations of this Agreement and thePlan, have the right to exercise the Option by purchasing all or any part ofthe vested Option Shares then available for purchase under the vesting scheduleset forth above (less any Option Shares previously purchased upon exercise ofthis Option).

 

**Section 2.  *Procedures for Exercise***.  Grantee shall exercise all or any part ofthe Option by delivering to Gaiam: (i) written notice of the number ofvested Option Shares to be purchased, (ii) a duly executed StockRestriction Agreement substantially in the form of Appendix A (unless

 

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such agreement would haveexpired according to its terms), (iii) payment of the exercise price ofsuch Option Shares in the form of cash or, ifpermitted by the Committee, qualified Common Shares, the surrender of anotheroutstanding Award under the Plan or any combination thereof, and (iv) paymentof any required withholding pursuant to Section 10. The Optionshall be deemed to have been exercised as of the close of business on the datethe required documents and required consideration are received by Gaiam. Forpurposes of this Section 2, Common Shares shall be deemed to be “qualified”Common Shares if they have been held by Grantee for six months or such otherperiod as set from time to time by the Board or the Committee.

 

**Section 3.  *Termination of Employment, Retirement, Disability or Death***.

 

(a)                                  Vesting shall cease on the date Granteeceases to be employed by the Company. Following Grantee’s last day of employment with the Company, this Optionshall only be exercisable for the number of Option Shares that are vested as ofGrantee’s last day of employment with by the Company (less any Option Sharespreviously acquired upon exercise of this Option).

 

(b)                                 Except as provided in Section 3(c) or3(d), following Grantee’s last day of employment with the Company, this Optionmay be exercised at any time and from time to time within the lesser of (i) the30 day period commencing on the first day after Grantee’s last day ofemployment with the Company or (ii) the remaining term of the Option.

 

(c)                                  If termination of employment occurs dueto death or disability while Grantee is an employee of the Company, then this Optionmay be exercised at any time and from time to time within the lesser of (i) theone year period commencing on the first day after Grantee’s last day ofemployment with the Company or (ii) the remaining term of the Option.

 

(d)                                 If termination of employment occurs dueto retirement at or after normal retirement age, as prescribed from time totime by the Company’s retirement policy, or retirement under circumstancesapproved by the Committee (either before or after retirement), then this Optionmay be exercised at any time within the lesser of (i) the three monthperiod commencing on the first day after Grantee’s last day of employment withthe Company, or, if Grantee dies during the three month period commencing onthe first day after Grantee’s last day of employment with the Company, then theone year period commencing on the first day after Grantee’s last day ofemployment with the Company, or (ii) the remaining term of the Option.

 

**Section 4.  *Issuance and Delivery of Option Shares***.  The stock certificate(s) representingOption Shares shall be issued to Grantee subject to satisfaction of theapplicable tax withholding requirements set forth in Section 10.  The issuance of Option Shares shall be inaccordance with the provisions of Section 5.

 

**Section 5.  *No Issuance of Option Shares if Violation***.  Gaiam shall not issue stockcertificate(s) representing Option Shares if the administrator of the Planor its authorized agent determines, in its sole discretion that the issuance ofsuch certificate would violate the terms of the Plan, this Agreement orapplicable law.

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**Section 6.  *Rights as an Employee or Shareholder***.  Except as otherwise providedin the Plan, no person shall be, or have any of the rights or privileges of, ashareholder of Gaiam with 

 

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### respect to any of theOption Shares unless and until certificates representing such shares shall havebeen issued and delivered to such person. Neither the Plan nor this Agreement shall be deemed to give Grantee anyright with respect to continued employment with the Company, nor shall the Planor the Agreement be deemed to limit in any way the Company’s right to terminateGrantee’s employment at any time.

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**Section 7.  *Nondisparagement and Further Assistance****.*  During Grantee’semployment and thereafter, Grantee will not make any disclosure, issue anypublic statements or otherwise cause to be disclosed any information which isdesigned, intended or might reasonably be anticipated to discourage suppliers,customers or employees of the Company or otherwise have a negative impact oradverse effect on the Company.  Granteewill provide assistance reasonably requested by the Company in connection withactions taken by Grantee while employed by the Company, including but notlimited to assistance in connection with any lawsuits or other claims againstthe Company arising from events during the period in which Grantee wasemployed.

 

**Section 8.  *Nondisclosure of Confidential Information; Non-Compete***.  In consideration of thereceipt of the Option, Grantee agrees (i) not to disclose to any thirdparty any trade secrets or any other confidential information of the Company(including but not limited to cost or pricing information, customer lists,commission plans, supply information, internal business procedures, marketstudies, expansion plans, potential acquisitions, terms of any acquisition orpotential acquisition or the existence of any negotiations concerning the sameor any similar non-public  informationrelating to the Company’s internal operations, business policies or practices)acquired during Grantee’s employment by the Company or after the termination ofsuch employment, or (ii) use or permit the use of any of the Company’strade secrets or confidential information in any way to compete (directly orindirectly) with the Company or in any other manner adverse to theCompany.  In addition, Grantee agreesthat, without the prior written consent of the Company, signed by the Company’sChief Executive Officer, Grantee will not, during the term of Grantee’semployment by the Company or for a period of two years thereafter (i) acceptemployment with, serve as a consultant to, or accept compensation from anyperson, firm or corporation (including any new business started by Grantee,either alone or with others) whose products and or services compete with thoseoffered by the Company, in any geographic market in which the Company is thendoing business or to Grantee’s knowledge plans to do business, (ii) contactor solicit any customers of the Company for the purposes of diverting anyexisting or future business of such customers to a competing source, (iii) contactor solicit any vendors to the Company (directly or indirectly) for the purposeof causing, inviting or encouraging any such vendor to alter or terminate his,her or its business relationship with the Company, or (iv) contact orsolicit any employees of the Company (directly or indirectly) for the purposeof causing, inviting or encouraging any such employee to alter or terminatehis, her or its employment relationship with the Company.

 

TheCompany will be entitled to enforce its rights under this Agreementspecifically, to recover damages by reason of any breach of any provision ofthis Agreement and to exercise all other rights to which it may beentitled.  Grantee agrees andacknowledges that money damages may not be an adequate remedy for breach of theprovisions of this Agreement and that the Company may in its sole discretionapply to any court of law or equity of competent jurisdiction for specificperformance and/or injunctive relief in order to enforce or prevent anyviolations of the provisions of this Agreement.

 

Granteeagrees that this covenant is reasonable with respect to its duration,geographic area and scope.  It is thedesire and intent of the parties that the provisions of this Section 8shall be enforced to the fullest extent permissible under the laws and publicpolicies applied in each

 

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jurisdiction in whichenforcement is sought.  Accordingly, ifany particular portion of this Section 8 shall be adjudicated to beinvalid or unenforceable, this Section 8 shall be deemed amended to deletetherefrom the portion thus adjudicated to be invalid or unenforceable, suchdeletion to apply only with respect to the operation of this Section 8 inthe particular jurisdiction in which such adjudication is made.

 

**Section 9.  *Securities Laws***.  Grantee acknowledges that applicablesecurities laws may restrict the right and govern the manner in which Granteemay dispose of the Option Shares obtained upon exercise of the Option andGrantee agrees not to offer, sell or otherwise dispose of any such shares in amanner that would violate the Securities Act of 1933, as amended, or any otherfederal or state law.  Gaiam intends,within 12 months of its initial public offering of shares, to file aregistration statement on Form S-8 to register the shares to be issuedupon exercise of this Option.

 

**Section 10.  *Income Taxes***.  Grantee acknowledges that when Grantee isrequired to recognize income for federal, state or local income tax purposes onaccount of the grant, vesting and/or exercise of the Option, pursuant to thisAgreement, that such income shall be subject to withholding of tax by theCompany.  Grantee agrees that the Companymay either withhold an appropriate amount from any compensation or any otherpayment of any kind then payable or that may become payable to Grantee or, requireGrantee to make a cash payment to the Company equal to the amount ofwithholding required in the opinion of the Company.  In the event Grantee does not make suchpayment when requested, the Company may refuse to issue or cause to bedelivered any shares under this Agreement or any other incentive plan agreemententered into by Grantee and the Company until such payment has been made orarrangements for such payment satisfactory to the Company have been made.  Grantee agrees further to notify the Companypromptly if Grantee files an election pursuant to Section 83(b) ofthe Internal Revenue Code of 1986, as amended, with respect to any OptionShares.

 

**Section 11.  *Prohibition on Transfer or Assignment***.  Except as provided in thePlan, neither this Agreement nor the Option may be transferred or assigned,other than an assignment by will or by laws of descent and distribution, andthis Option shall be exercisable during the Grantee’s lifetime only by Granteeor by such permitted assignee.

 

**Section 12.  *Binding Effect; No Third Party Beneficiaries***.  This Agreement shall bebinding upon and inure to the benefit of the Company and Grantee and theirrespective heirs, representatives, successors and permitted assigns.  This Agreement shall not confer any rights orremedies upon any person other than Gaiam and the Grantee and their respectiveheirs, representatives, successors and permitted assigns.  The parties agree that this Agreement shallsurvive the exercise or termination of the Option.

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**Section 13.  *Agreement to Abide by Plan; Conflict between Plan and Agreement***.  The Plan is herebyincorporated by reference into this Agreement and made a part hereof as thoughfully set forth in this Agreement. Grantee, by execution of this Agreement, (i) represents that he isfamiliar with the terms and provisions of the Plan and (ii) agrees toabide by all of the terms and conditions of this Agreement and the Plan.  Grantee accepts as binding, conclusive andfinal all decisions or interpretations of the administrator of the Plan uponany question arising under the Plan and this Agreement (including, withoutlimitation, the cause of any termination of Grantee’s employment with theCompany).  In the event of any conflictbetween the Plan and this Agreement, the Plan shall control and this Agreementshall be deemed to be modified accordingly.

 

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**Section 14.  *Entire Agreement***.  This Agreement constitutes the entireagreement between the parties and supersedes any prior understandings,agreements, or representations by or between the parties, written or oral, tothe extent they related in any way to the subject matter hereof.

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**Section 15.  *Choice of Law***.  To the extent not superseded by federallaw, the laws of the state of Colorado shall control in all matters relating tothis Agreement and any action relating to this Agreement must be brought inDenver, Colorado.

 

**Section 16.  *Notice***.  All notices, requests, demands, claims, and othercommunications under this Agreement shall be in writing.  Any notice, request, demand, claim, or othercommunication under this Agreement shall be deemed duly given if (and then twobusiness days after) it is sent by registered or certified mail, return receiptrequested, postage prepaid, and addressed to the intended recipient at the addressset forth below the recipient’s signature to this Agreement.  Either party to this Agreement may send anynotice, request, demand, claim, or other communication under this Agreement tothe intended recipient at such address using any other means (includingpersonal delivery, expedited courier, messenger service, telecopy, ordinarymail, or electronic mail), but no such notice, request, demand, claim, or othercommunication shall be deemed to have been duly given unless and until itactually is received by the intended recipient. Either party to this Agreementmay change the address to which notices, requests, demands, claims, and othercommunications hereunder are to be delivered by giving the other party noticein the manner set forth in this section.

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**Section 17.  *Counterparts***.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original but all of whichtogether shall constitute one and the same instrument.

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**EXECUTED**as of the date of grant set forth above.

 

 
| **GAIAM,  INC.** |                                             | **GRANTEE**          |
|------------------|--------------------------------------------------|----------------------|
|             |                                             |                 |
|             |                                             |                 |   |
| By               |                                             |                 |   |
|             |                                             |                 |
|             |                                             |                 |
| Address:         | 833 W. South  Boulder Road                       |                 | Address: |                         |
|             | Louisville,  CO  80027                      |                 |   |                         |
| * *         | *Attn.:  Stock  Option Administration* |                 |   |   |
|             |                                             | Social Security  No. |                         |
|                  |                                                  |                      |  |  |  |  |

 

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