Chip Corporation Form of Incentive Stock Option Agreement

Exhibit 10.2 INCENTIVE STOCK OPTION AGREEMENTV*I CHIP CORPORATION
AMENDED 2007 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: Option Number: No. of Option Shares: Plan: Option Exercise Price per Share: ID: Grant Date: Expiration Date: Pursuant to the V*I Chip Corporation Amended 2007 Stock Option and Incentive Plan, as amended through the date hereof (the " Plan" ), V*I Chip Corporation (the " Company" ) hereby grants to the Optionee named above an option (the " Stock Option" ) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share (the " Stock" ), of the Company at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. 1. Exercisability Schedule . No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated: Number of Option Shares Exercisable Exercisability Date (___%) (___%) (___%) (___%) (___%) Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and the Plan.


2. Manner of Exercise . (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; or (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan; or (iii) a combination of (i) and (ii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company' s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the a ...