Hartville Group, Inc. Stock Option Agreement
Exhibit 10.2
Hartville Group, Inc.
2006 Stock Option Plan
Hartville
Group, Inc., a Nevada corporation (the “Company”),
has granted to
(the
“Participant”) an option (the
“Option”) to purchase
shares of the Company’s common
stock, $0.001 par value per share (the “Shares”), for a purchase price of $
per Share (the
“Option Price”), representing the fair market value of a share of the Company’s common stock on
, 2006, the date of grant of the Option (the “Grant Date”). The Option has been granted
pursuant to the Company’s 2006 Stock Option Plan, as amended (the “Plan”), and shall include and be
subject to all provisions of the Plan, which are hereby incorporated herein by reference. The
Option shall also be subject to the following provisions of this Agreement:
§1. Vesting. The Option shall be exercisable only with respect to the Shares which have
become “vested” from time to time under this Agreement. The Option shall vest as follows, subject
to Participant’s continuous status as an employee of the Company or any of its subsidiaries on such
dates:
| Amount of Shares | Vesting Date | |||||
§2. Term. The Option shall expire on tenth anniversary of the Grant Date to the extent not
previously exercised but shall be subject to earlier termination as provided in this Agreement and
the Plan.
§3. Termination of Employment. The exercise of any Options upon termination of the
Participant’s employment shall be subject to the provisions of Section 5.6 of the Plan.
§4. Method of Exercise. At any time when the Option is exercisable under the Plan and this
Agreement, and subject to any applicable restrictions on exercise of the Option under the Plan or
this Agreement, the Option shall be exercisable, in whole or in part, from time to time during the
term of the Option by written notice to the Company at its principal office, which notice shall:
(a) State that the Option is being exercised thereby and specify the number of Shares
(which must be a whole number) with respect to which the
Option is being exercised, the name of each person in whose name any such Shares should be
registered, his address, and his social security number;
(b) Be signed by the person or persons entitled to exercise the Option and, if the
Option is being exercised by anyone other than the Participant, be accompanied by proof
satisfactory to counsel for the Company of the right of such person or persons to exercise
the Option under the Plan and all applicable laws and regulations; and
(c) Contain representations, warranties, and agreements with respect to the investment
intention of such person or persons in form and substance satisfactory to counsel for the
Company.
§5. Notice of Disposition. The person exercising the Option shall notify the Company when
making any disposition of the Shares acquired upon exercise of the Option, whether by sale, gift or
otherwise.
§6. Payment of Price. Upon exercise of the Option with respect to any of the Shares and
payment of the purchase price and any applicable withholding taxes for such Shares in a manner
permissible under the Plan, the Company shall issue the Shares to the specified person or persons
as provided in the Plan.
§7. Transferability. The Option shall not be transferable by the Participant except as
provided in the Plan. Unless transferred as provided in the Plan, the Option shall be exercisable
during the lifetime of the Participant (subject to any other applicable restrictions on exercise)
only by the Participant (or his legal representative) for his own account.
§8. Restrictions. The Option and any Shares issued upon exercise of the Option shall be
subject to all restrictions in this Agreement or in the Plan. As a condition of any exercise of
the Option, the Company may require the Participant or his successor to make any representation and
warranty to comply with any applicable law or regulation or to confirm any factual matters
reasonably requested by counsel for the Company.
§9. Nonqualified Stock Option. The Option is not intended to qualify as an incentive stock
option under §422 of the Internal Revenue Code of 1986, as amended.
§10. Construction. In the event of any inconsistency between the provisions of the Plan and
the provisions of this agreement, the provisions of the Plan shall control.
[Remainder of page intentionally left blank. Signature page follows.]
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| Hartville Group, Inc. | ||||
| By | ||||
| Xxxxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
Acceptance of Agreement
The Participant, as of the Grant Date set forth above, hereby: (a) acknowledges receiving a
copy of the Plan, which has either been previously delivered to the Participant or is attached to
this Agreement, and represents to the Company that he/she is familiar with all provisions of the
Plan; and (b) accepts this Agreement and the Option granted to him/her under this Agreement subject
to all provisions of the Plan and this Agreement.
| [INSERT PARTICIPANT NAME] | ||||
| Signature: | ||||
| Print name: | ||||
| Address: | ||||
| Social Security No. | ||||
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