EXHIBIT 10.2a
SKIN SHOES, INC.
2005 INCENTIVE PLAN
INCENTIVE/NON-QUALIFIED STOCK OPTION AGREEMENT
NOTICE OF STOCK OPTION GRANT
Optionee:
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The Optionee has been granted an Option to purchase a number of shares
of Skin Shoes, Inc. Common Stock as designated below ("Shares"), subject to the
terms and conditions of the Skin Shoes 2005 Incentive Plan, as amended from time
to time (the "Plan"), and this Option Agreement, as follows:
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Date of Grant: _______ Type of Option: [Incentive/Non-Qualified]
Stock Option
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Exercise Price per Share: $____ Expiration Date: ___________
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Total Number of Total Exercise Price: $______
Shares Granted: ____
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Vesting Schedule:
[Vesting is accelerated upon a termination following a Change in Control under
Section 2(c).]
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Exercise After Termination of Employment:
Termination of Employment for any reason: any non-vested portion of the Option
expires immediately.
Termination of Employment due to death or Disability: vested portion of the
Option is exercisable by the Optionee (or, in the event of the Optionee's death,
the Optionee's Beneficiary) for one year after the Optionee's Termination.
Termination of Employment for any reason other than death or Disability: vested
portion of the Option is exercisable for a period of ninety days following the
Optionee's Termination.
In no event may this Option be exercised after the Expiration Date as provided
above.
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I. AGREEMENT
1. Grant of Option. The Option granted to the Optionee and described in
the Notice of Grant is subject to the terms and conditions of the Plan, which is
incorporated by reference in its entirety into this Option Agreement. In the
event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms
not otherwise defined in this Agreement shall have the meaning given to the
terms in the Plan.
If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the extent that the Option
fails to meet the requirements of an ISO under Section 422 of the Code, this
Option shall be treated as a Non-Qualified Stock Option ("NSO").
2. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable, in whole or
in part, during its term in accordance with the Vesting Schedule set out in the
Notice of Grant and with the applicable provisions of the Plan and this Option
Agreement. No Shares shall be issued pursuant to the exercise of an Option
unless the issuance and exercise comply with applicable laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares. The Board may, in its discretion, (i) accelerate vesting of the
Option, or (ii) extend the applicable exercise period to the extent permitted
under Section 6.03 of the Plan.
(b) Method of Exercise. The Optionee may exercise the Option by
delivering an exercise notice in a form approved or otherwise acceptable to the
Company (the "Exercise Notice") which shall state the election to exercise the
Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by
the Company. The Exercise Notice shall be accompanied by payment of the
aggregate Exercise Price as to all Shares exercised. This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise
Notice accompanied by the aggregate Exercise Price.
(c) Acceleration of Vesting on Change in Control. Subject to the
exception contained in Section 6.05 of the Plan, in the event of the Optionee's
Termination of Employment by the Company without cause within six (6) months
following a Change in Control, all Options outstanding on the date of the
Termination of Employment that have not previously vested or terminated under
the terms of the applicable Award Agreement shall be immediately and fully
vested and exercisable; provided, however, that the transactions contemplated by
that certain Share Exchange Agreement dated ___________, 2005 by and between the
Company and Logicom Inc., a Nevada corporation ("Logicom"), whereby Logicom
shall assume the Plan and all Awards then in existence (the "Share Exchange
Transaction"), shall not be deemed to constitute a Change in Control for
purposes hereof. Upon the closing of the Share Exchange Transaction, the
governing law reflected in Section 7 hereof shall change, with no further action
by the Board or the stockholders of the Company or Logicom, to be governed by
the laws of Nevada and construed in accordance therewith.
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3. Method of Payment. If the Optionee elects to exercise the Option by
submitting an Exercise Notice under Section 2(b) of this Agreement, the
aggregate Exercise Price (as well as any applicable withholding or other taxes)
shall be paid by cash or check; provided, however, that the Board may consent,
in its discretion, to payment in any of the following forms, or a combination of
them:
(a) cash or check;
(b) consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan;
(c) surrender of other Shares which (i) have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii) have a
Fair Market Value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares; or
(d) any other consideration that the Board deems appropriate and in
compliance with applicable law.
4. Restrictions on Exercise. This Option may not be exercised until such
time as the Plan has been approved by the stockholders of the Company, or if the
issuance of the Shares upon exercise or the method of payment of consideration
for those shares would constitute a violation of any applicable law or
regulation.
5. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of the Optionee only by the Optionee.
Following transfer, the Options shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer. In the event an
Option is transferred as contemplated in this Section 5, such Option may not be
subsequently transferred by the transferee except by will or the laws of descent
and distribution. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.
6. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
7. Entire Agreement, Amendment and Governing Law. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Optionee with respect to the subject matter
hereof (but not agreements, if any, relating to other matters), and may not be
modified adversely to the Optionee's interest except by means of a writing
signed by the Company and the Optionee. This Option Agreement is governed by,
and shall be construed and enforced in accordance with, the internal laws of the
State of Delaware.
8. Further Assurances. The Optionee agrees, upon demand of the Company or
the Board, to do all acts and execute, deliver and perform all additional
documents, instruments and agreements (including, without limitation, stock
powers with respect to shares of Common Stock issued upon exercise of the
Option) which may be reasonably required by the Company or the Board.
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9. No Guarantee of Continued Service. THE OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE IS EARNED ONLY BY
CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). THE
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED UNDER IT AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD,
OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
CAUSE.
The Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions of the Plan,
and accepts this Option subject to all of those terms and provisions. The
Optionee has reviewed the Plan and this Option Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement and fully understands all provisions of the Option. The
Optionee agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under the Plan or this
Option Agreement. The Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
signed this Option Agreement as of the Date of Grant.
Optionee: SKIN SHOES, INC.:
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Signature By
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Print Name Title
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Residence Address
