Exhibit 10.4.4 Form of Stock Option Grant Notice - Non-Employee Director






 
 
Exhibit 10.4.4
BLUE NILE, INC.
STOCK OPTION GRANT NOTICE - NON-EMPLOYEE DIRECTOR  
(2004 EQUITY INCENTIVE PLAN)


Blue Nile, Inc. (the “Company”), pursuant to the terms of the Company's 2004 Equity Incentive Plan (the “Plan”), hereby awards to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below (the “Award”).  The Award is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (the “Notice”), the 2004 Equity Incentive Plan (the “Plan”), the Stock Option Agreement (the “Award Agreement”), and the Company's Trading Policy.  Capitalized terms not explicitly defined herein but defined in the Plan or the Award Agreement will have the same definitions as in the Plan or the Award Agreement.  In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.  
	
		
	Optionholder:
	                                                  

	Date of Grant:
	                                                  

	Type of Grant:
	                                                  

	Vesting Commencement Date:
	                                                  

	Number of Shares Subject to Option:
	                                                  

	Exercise Price (Per Share):
	                                                  

	Total Exercise Price:
	                                                  

	Expiration Date:
	                                                  

	Grant #:
	                                                  






Exercise Schedule:    Same as Vesting Schedule  
Vesting Schedule:  The Award shall vest [in four equal installments, every three (3) months after the Vesting Commencement Date], subject to Optionholder's Continuous Service with the Company through each such vesting date. In addition, this Award will become fully vested as of the earlier to occur of: (x) the date of the Optionholder's termination of service due to death or Disability and (y) immediately prior to a Change in Control, subject to Optionholder's Continuous Service as of such time.  
Payment:     By one or a combination of the following items (described in the Stock Option Agreement):
     By cash or check
Pursuant to a Regulation T Program if the Shares are publicly traded
By delivery of already-owned shares if the Shares are publicly traded


Additional Terms/Acknowledgements:  Optionholder's signature below or online acceptance (if applicable) indicates that Optionholder has read and agree to be bound by the terms of this Notice, the Award Agreement, the Plan, and the Company's Trading Policy.  Optionholder further agrees that as of the Date of Grant, this Notice, Award Agreement, the Plan, and the Company's Trading Policy, set forth the entire understanding 









between Optionholder and the Company regarding the Award and supersede all prior oral and written agreements on the terms of the Award, with the exception of (i) awards previously granted and delivered to Optionholder under the Plan, and (ii) if applicable to Optionholder, (A) the terms of any written offer letter or employment agreement entered into between the Company and Optionholder that specifically provides for accelerated vesting of compensatory equity awards, (B) the terms of any applicable Company change of control severance plan, and (C) any required compensation recovery provisions under applicable laws or regulations.  By accepting this Award, Optionholder consents to receive documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
	
		
	BLUE NILE, INC.    
	PARTICIPANT

	By:                                                                               
	                                                                                          

	Signature
	Signature

	 
	 

	Title:                                                                           
	Date:                                                                                  

	 
	 

	Date:                                                                           
	 

	 
	 




The Award Agreement, the Plan, the Plan Prospectus, the Company's Trading Policy, and the Company's most recent Annual Report and Proxy Statement for the Annual Meeting of Stockholders has been previously provided to Optionholder.  If Optionholder would like an additional copy of these documents, please contact Lauren Neiswender at (206) 336-6790 or via email at lauren@bluenile.com.