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Incentive Stock Option Agreement

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Title:

Incentive Stock Option Agreement

Entities:

Interactive Television Networks

Date:

2006

Size:

17KB total

Price:

$33

ID:

#1508763

► Miscellany ► Option ► Stock ► Incentive Stock Option Agreements

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INTERACTIVE TELEVISION NETWORKS, INC.

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement"), is made as of the ______ day of _______, 200_ by and between Interactive Television Networks, Inc., a Nevada corporation (the "Company"), and ___________ ("Optionee").

R E C I T A L

Pursuant to the 2005 Equity Incentive Plan (the "Plan") of the Company, the Board of Directors of the Company or a committee to which administration of the Plan is delegated by the Board of Directors (in either case, the "Administrator") has authorized the granting to Optionee of an incentive stock option to purchase the number of shares of Common Stock of the Company specified in Section 1 hereof, at the price specified therein, such option to be for the term and upon the terms and conditions hereinafter stated.

A G R E E M E N T

NOW, THEREFORE, in consideration of the promises and of the undertakings of the parties hereto contained here-in, it is hereby agreed:

1. Number of Shares; Option Price. Pursuant to said action of the Administrator, the Company hereby grants to Optionee the option ("Option") to purchase, upon and subject to the terms and conditions of the Plan, _________ shares of Common Stock of the Company ("Shares") at the price of $_____ per share.

2. Term. This Option shall expire on the day before the ______ [fifth: 10% stockholder] anniversary of the date of grant of the Option (the "Expiration Date"), unless such Option shall have been terminated prior to that date in accordance with the provisions of the Plan or this Agreement. The term "Affiliate" as used herein shall have the meaning as set forth in the Plan.

3. Shares Subject to Exercise. This Option shall be exercisable in installments as to [___% of the Shares on and after the first anniversary of the date hereof, ___% of the Shares on and after the second anniversary of the date hereof, ___% of the Shares on and after the third anniversary of the date hereof and ___% of the Shares on and after the fourth anniversary of the date hereof or define other milestones], provided, however, that an installment shall not become exercisable if the Optionee is not in the employ of the Company, or its Affiliate, as of such anniversary date. Once exercisable, the Option shall thereafter remain exercisable as to such Shares for the term specified in Paragraph 2 hereof, unless Optionee's employment is terminated pursuant to Paragraph 6 hereof or the Option is terminated pursuant to a Corporate Transaction (as defined in

Paragraph 15 hereof). The Administrator may condition the exercise of the Option on the Optionee's entering into a shareholders agreement with the Company and other shareholders of the Company which will restrict the transferability of the Shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include "tag along" rights and/or "drag along" rights.

4. Method and Time of Exercise. The Option may be exercised by written notice delivered to the Company at its principal executive office stating (i) that Optionee is in compliance with the non-compete provisions of Paragraph 16 hereof, (ii) that Optionee has no plan to violate Paragraph 16 in the future, (iii) that Optionee agrees to notify the Company within 10 days of a violation of Paragraph 16 hereof, and (iv) the number of shares with respect to which the Option is being exercised together with:

(A) a check or money order made payable to the Company in the amount of the exercise price and any withholding tax, as provided under Paragraph 5 hereof; or

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