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Alloy - Ex-10.36: Form of Incentive Stock Option Agreement For Restated 1997 Employee, Director And Consultant Stock Option Plan
EXHIBIT 10.36 INCENTIVE STOCK OPTION AGREEMENT ALLOY, INC. AGREEMENT made as of abGRANTDATEbb between Alloy, Inc. (the " Company" ), a Delaware corporation, and abFIRSTNAMEbb abLASTNAMEbb, an employee of the Company (the " Employee" ). WHEREAS, the Company desires to grant to the Employee an Option to purchase shares of its common stock, par value $.01 per share (the " Shares" ), under and for the purposes set forth in the Company' s Restated 1997 Employee, Director and Consultant Stock Option Plan (the " Plan" ); and WHEREAS, the Company and the Employee understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and WHEREAS, the Company and the Employee each intend that the Option granted herein qualify as an ISO. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. GRANT OF OPTION . The Company hereby grants to the Employee the right and option to purchase all or any part of an aggregate of abSHARESWRITTENbb (abSHARESNUMbb) Shares, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The Employee acknowledges receipt of a copy of the Plan. 2. PURCHASE PRICE . The purchase price of the Shares covered by the Option shall be $abPRICEbb per Share, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares. Payment shall be made in accordance with Paragraph 7 of the Plan. 3. EXERCISABILITY OF OPTION . Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as follows: On or after the first anniversary of
the date of this Agreement up to abVEST1WRITbb
(abVEST1NUMbb) SharesOn or after the second anniversary of the
date of this Agreement up to an additional abVEST2WRITbb (abVEST2NUMbb) SharesOn or after the third anniversary of the
date of this Agreement up to an additional abVEST3WRITbb (abVEST3NUMbb) SharesOn or after the fourth anniversary of the
date of this Agreement up to an additional abVEST4WRITbb (abVEST4NUMbb) Shares
The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. 4. TERM OF OPTION . The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Employee ceases to be an employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Employee or termination of the Employee' s employment for " cause" (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Employee ceases to be an employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the
Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment.
Notwithstanding the foregoing, in the event of the Employee' s Disability or death within three (3) months after the termination of employment, the Employee or the Employee' s Survivors may exercise the Option within one (1) year after the date of the Employee' s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee' s employment is terminated by the Employee' s employer for " cause" (as defined in the Plan), the Employee' s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee' s termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Employee' s termination, the Employee engaged in conduct which would constitute " cause," then the Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Employee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Employee' s termination of employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable: (a) To the extent exercisable but not exercised as of the date of Disability; and (b) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability.
In the event of the death of the Employee while an employee of the Company or of an Affiliate, the Option shall be exercisable by the Employee' s Survivors within one (1) year after the date of death of the Employee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) To the extent exercisable but not exercised as of the date of death; and (y) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Employee' s death.
5. METHOD OF EXERCISING OPTION . Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its principal executive office, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 7 of the Plan. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or " blue sky" laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of the Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
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6. PARTIAL EXERCISE . Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option. 7. NON-ASSIGNABILITY . The Option shall not be transferable by the Employee otherwise than by will or by the laws of descent and distribution. The Option shall be exercisable, during the Employee' s lifetime, only by the Employee (or, in the event of legal incapacity or incompetency, by the Employee' s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void. 8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE . The Employee shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company' s share register in the name of the Employee. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration. 9. CAPITAL CHANGES AND BUSINESS SUCCESSIONS . The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference. 10. TAXES . The Employee acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant ...
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