Q COMM INTERNATIONAL, INC. STOCK OPTION AGREEMENT Date:_____________
Exhibit
10.26
Q
COMM INTERNATIONAL, INC.
Date:_____________
Q
COMM INTERNATIONAL, Inc.,
a Utah
corporation (the "Company"), pursuant to Section 6 of the Company’s 2004 Stock
Option Plan (the "Plan"), hereby grants to ________________ (the "Optionee")
options to purchase a total of __________ shares of the Company's common
stock,
par value $.001 per share ("Common Stock"), at the price of $______ per share
(the “Exercise Price”) on the terms and conditions set forth herein and in the
Plan (the “Options”).
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1.
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Duration.
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(a)
The
Options are granted as of the date first above written (the “Grant
Date”).
(b)
The
Options shall expire at and may not be exercised at any time after the close
of
business on ___________ (the "Termination Date").
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2.
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Vesting.
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The
Options shall vest and be exerciseable ratably over
_______________.
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3.
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Non-Qualified
Stock Options.
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The
Options do not qualify as “Incentive Stock Options” and are hereby designated as
“non-qualified stock options”, subject to Section 83 of the Code.
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4.
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Written
Notice of Exercise.
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The
Options, to the extent they are exercisable as provided in Section 2, may
be
exercised only by delivering to the Secretary of the Company, at its principal
office within the time specified in Paragraph 1 hereof or such shorter time
as
is otherwise provided for herein, a written notice of exercise substantially
in
the form described in Section 10 together with a payment equal to the product
obtained by multiplying the Exercise Price by the number of Options being
exercised.
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5.
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Anti-Dilution
Provisions.
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(a)
If
there
is any stock dividend or recapitalization resulting in a stock split, or
combination or exchange of shares of Common Stock of the Company, the aggregate
number of shares of Common Stock then subject to the Options shall be
proportionately and appropriately adjusted; no change shall be made in the
aggregate Exercise Price to be paid for all shares subject to the Options,
but
the aggregate Exercise Price shall be allocated among all shares subject
to the
Options after giving effect to the adjustment; provided, however, that any
fractional shares resulting from any such adjustment shall be
eliminated.
(b)
If
there
is any other change in the Common Stock of the Company, including
recapitalization, reorganization, sale or exchange of assets, exchange of
shares, offering of subscription rights, or a merger or consolidation in
which
the Company is the surviving corporation, an adjustment, if any, shall be
made
in the shares then subject to the Options as the Company's Board of Directors
the ("Board") or the Compensation Committee of the Board (the "Committee")
may
deem equitable. Failure of the Board or the Committee to provide for an
adjustment pursuant to this subparagraph prior to the effective date of any
Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.
(c)
Notwithstanding
any other provision of this Agreement, in the event there occurs a “Change in
Control”, as defined in section 2(d) of the Plan, with respect to the Company,
all of the Options, not previously forfeited, shall immediately vest and
be
exercisable in full (or, at the election of the Optionee, in part).
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6.
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Investment
Representation and Legend of
Certificates.
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The
Optionee agrees that until such time as a registration statement under the
Securities Act of 1933, as amended, becomes effective with respect to the
Options and/or the shares issusable upon exercise of the Options, the Optionee
is taking the Options and will take the stock underlying the Options, for
investment and not for resale or distribution. The Company shall have the
right
to place upon the face of any stock certificate or certificates evidencing
shares issuable upon the exercise of the Options such legend as the Board
on the
Committee may prescribe for the purpose of preventing disposition of such
shares
in violation of the Securities Act of 1933, as amended.
1
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7.
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Non-Transferability.
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The
Options shall not be transferable by the Optionee other than by will or by
the
laws of descent and distribution, and is exercisable during the lifetime
of the
Optionee only by the Optionee.
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8.
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Certain
Rights Not Conferred by
Option.
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The
Optionee shall not, by virtue of holding the Options, be entitled to any
rights
of a stockholder in the Company. This Option Agreement is not an employment
or
service contract and nothing herein shall be deemed to create in any way
whatsoever any employment or independent contractor relationship between
you and
the Company.
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9.
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Expenses.
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The
Company shall pay all original issue and transfer taxes with respect to the
issuance and transfer of shares of Common Stock issuable upon exercise of
the
Options pursuant hereto and all other fees and expenses necessarily incurred
by
the Company in connection therewith.
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10.
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Exercise
of Options.
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(a)
The
Options shall be exercisable, in whole or in part, by written notice of such
exercise, in the form prescribed by the Board or the Committee, to the Secretary
of the Company, at its principal office. The notice shall specify the number
of
Options being exercised (which number, if less than all of the Options, shall
be
100 or a multiple thereof) and shall be accompanied by payment in full (i)
by
bank cashier’s or certified check of the amount of the aggregate Exercise Price
for the shares underlying such Options or (ii) in such other manner as the
Board
or the Committee shall deem acceptable.
(b)
No
shares
shall be delivered upon exercise of any Option until all laws, rules and
regulations that the Board or the Committee may deem applicable have been
complied with. If a registration statement under the Securities Act of 1933,
as
amended, is not then in effect with respect to the shares issuable upon exercise
of the Options, the Company may require as a condition precedent that the
Optionee give to the Company a written representation and undertaking,
satisfactory in form and substance to the Board or the Committee, that he
or she
is acquiring the shares for his or her own account for investment and not
with a
view to the distribution thereof.
(c)
The
Optionee shall not be considered a record holder of the shares issuable upon
exercise of an Option until the date on which such person is actually recorded
as the holder of such stock in the records of the Company.
(d)
The
Options shall be exercisable only so long as the Optionee shall continue
to be a
director of the Company and for 90 days thereafter unless:
| (i) |
such
termination is due to your permanent and total disability (within
the
meaning of section 22(e)(3) of the Code) or your death, in
which case the
Option shall continue to be exercisable for a period of one
year following
such termination;
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(ii)
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the
exercise of the Option within such 90-day period following termination
would result in liability under Section 16(b) of the Securities
Exchange
Act of 1934, as amended, in which case the Option will terminate
on the
earlier of (A) the tenth day after the last date on which exercise
would
result in such liability or (B) six months and 10 days after
the date of
your termination as a director of the Company.
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Notwithstanding
anything contained in this Section 10(d), in no event shall the Options be
exercisable after the Termination Date.
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Q
Comm International, Inc.
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By:
_____________________________________
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Name:
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Title:
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Accepted
as of the date
first
set forth above.
____________________________________
Name:
Date:
2
