CREXENDO, INC. STOCK OPTION AGREEMENT PURSUANT TO THE
Exhibit 10.3
PURSUANT TO THE
2013 LONG-TERM INCENTIVE PLAN
Grantee:
NAME
Date of
Grant:
DATE
Stock
Option Agreement (the "Agreement"), dated of the date of grant
first set forth above, between Crexendo, Inc., a Delaware
corporation (the "Company"), and NAME (the
"Optionee").
The
Board of Directors and shareholders of the Company have adopted the
Company's 2013 Long-term Incentive Plan (the "Plan") for the
purpose of attracting and retaining employees (including officers),
consultants and persons willing to serve as directors of the
Company, or any Subsidiary or Affiliate.
The
Optionee is an employee, consultant or director of the Company, or
a Subsidiary or Affiliate.
Capitalized terms
used herein that are not otherwise defined have the same meanings
as set forth in the Plan.
In
consideration of the premises and the mutual agreements set forth
below, the parties hereto agree as follows:
1.
Grant of Option; Exercise Price.
Pursuant to the provisions of the Plan, the Company hereby grants
to the Optionee as of the date hereof (the "Grant Date), subject to
the terms and conditions of the Plan and subject further to the
terms and conditions herein set forth, the right and option to
purchase (the "Option") from the Company all or any part of an
aggregate of ____________________
shares (the "Shares") of the common stock, par value $.001 per
share, of the Company (the "Common Stock") at a purchase price of
____________________
per Share (the "Exercise Price"), such Option to be exercisable as
hereinafter provided.
2.
Type of Option. The Option is a
non-qualified stock option and is not eligible to be an incentive
stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
3.
Expiration Date. The Option shall
expire on the seventh anniversary of the Grant Date (the
"Expiration Date"), unless earlier terminated in accordance with
Paragraph 7.
4.
Nontransferability. No awards under the
2013 Plan, and no shares subject to awards that have not been
issued or as to which any applicable restriction, performance or
deferral period has not lapsed, are transferable other than by will
or the laws of descent and distribution, and an award may be
exercised during the participant's lifetime only by the participant
or the participant's estate, guardian or legal representative,
except that the Compensation Committee may provide in an award
agreement that a participant may transfer an award to certain
family members, family trusts, or other family-owned entities, or
for charitable donations under such terms and conditions determined
by the Compensation Committee.
5.
Exercise of Option. (a) Subject to the
other terms of this Agreement and the Plan regarding the
exercisability of the Option, the Option may be exercised as to one
thirty-six (1/36) of the total grant commencing one month from
grant date and continuing as to an additional one thirty-six (1/36)
on the ____________________
day in each succeeding month until the option is 100%
exercisable.
(b)
Once vested, the
Option may be exercised at any time (sale may be subject to
applicable Company quiet period or other restrictions as may be
imposed), or from time to time, to the extent of any or all full
Shares as to which the Option has become exercisable, by giving
written notice of such exercised (the "Notice of Exercise") to the
Company's Secretary and paying an amount equal to the Exercise
Price multiplied by the number of Shares being purchased pursuant
to the Option (the "Total Exercise Price") (i) in United States
dollars in cash or by check, bank draft or money order payable to
the order of the Company, (ii) shares tendered by the participant
or withheld by the Company in payment of the purchase price of an
option, (iii) by having Shares with an aggregate Fair Market Value
on the date of exercise equal to the Total Exercise Price sold by a
broker-dealer under circumstances meeting the requirements of 12
C.F.R. § 220 or any successor thereof, or (iv) by any
combination of the above methods of payment.
6.
Taxes. The Company or any Subsidiary or
Affiliate is authorized to withhold from any payment relating to
the Option (including from a distribution of Shares) or any other
payment to the Optionee, amounts of withholding and other taxes due
in connection with any transaction involving the Option, and to
take such other action as the Committee may deem advisable to
enable the Company or such Subsidiary or Affiliate and the Optionee
to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to the Option. This authority shall
include authority to withhold or receive Shares or other property
and to make cash payments in respect thereof in satisfaction of the
Optionee's tax obligations.
7.
Termination of Employment, etc. (a)
Upon the occurrence of Xxxxxxx’s ceasing for any reason to be
employed by the Company (such occurrence being a “termination
of the Grantee’s employment”), the Option (i) to the
extent not previously vested, shall terminate and become null and
void immediately upon such termination of the Grantee’s
employment, and (ii) to the extent already vested, shall be
exercisable for a period of up to sixty (60) days following the
termination of Grantee’s employment. As determined by the
Administrator, upon a termination of the Grantee’s employment
by reason of disability or death, the Option may be exercised, but
only to the extent that the Option was outstanding and exercisable
on such date of disability or death, up to a one-year period
following the date of such termination of the Grantee’s
employment.
(b) In
the event of the death of the Grantee, the Option may be exercised
by the Grantee’s legal representative, but only to the extent
that the Option would otherwise have been exercisable by the
Grantee.
(c) A
transfer of the Grantee’s employment between the Company and
any subsidiary of the Company shall not be deemed to be a
termination of the Grantee’s employment.
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10.
No Rights as Stockholder. The Optionee
shall have no rights as a stockholder with respect to any Shares
subject to the Option prior to the date of issuance to the Optionee
of a certificate or certificates for such Shares.
11.
No Rights to Continued Employment.
Nothing in the Plan or in the Option or this Agreement shall confer
upon the Optionee the right to continue in Service or be entitled
to any remuneration or benefits not set forth in the Plan or this
Agreement or to interfere with or limit in any way the right of the
Company or any Subsidiary or Affiliate to terminate the Optionee's
Service.
12.
Compliance with Legal and Exchange
Requirements. The Plan, the granting and exercising of
Options thereunder, the delivery of Shares upon the exercise of the
Option and the other obligations of the Company under the Plan and
this Agreement shall be subject to all applicable federal and state
laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required. The Company,
in its discretion, may postpone the issuance or delivery of Shares
under the Option until completion of such stock exchange listing or
registration or qualification of such Shares or other required
action under any state, federal or foreign law, rule or regulation
as the Company may consider appropriate, and may require the
Optionee to make such representations and furnish such information
as it may consider appropriate in connection with the issuance or
delivery of Shares in compliance with applicable laws, rules and
regulations.
13.
Change in Control Provisions. In the
event of a Change in Control (as defined in the Plan), the Option
shall become fully vested and exercisable, including as to shares
that would not otherwise have been vested and
exercisable.
14.
Optionee Bound by Plan. The Optionee
hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all the terms and provisions thereof.
15.
Notices. All notices or any other
communications hereunder shall be in writing and delivered
personally or by registered or certified mail or overnight courier,
addressed, if to the Company, to Crexendo, Inc., 0000 X, 00xx
Xxxxxx, Xxxxx, XX 00000; Attention: Secretary, and if to the
Optionee, at the address listed in company records, subject to the
right of either party to designate at any time hereafter in writing
some other address.
16.
Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State
of Arizona without giving effect to the conflict of laws principles
thereof.
17.
No Assignment. Neither this Agreement
nor any of the rights or obligations of the Optionee hereunder may
be transferred or assigned by the Optionee except as set forth in
paragraph 4 hereof.
18.
Benefits. This Agreement shall be
binding upon and inure to the benefit of the parties hereto. This
Agreement is for the sole benefit of the parties hereto and not for
the benefit of any other party.
19.
Severability. If any provision of this
Agreement shall be determined to be illegal and unenforceable by
any court of law, the remaining provisions shall be severable and
enforceable in accordance with their terms.
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20.
Amendments. No modification, amendment
or waiver of any provision of this Agreement shall be effective
unless it is in writing and signed by the parties
hereto.
21.
Counterparts. This Agreement may be
executed in counterparts, each of which shall constitute one and
the same instrument.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be
executed by the chairman of the board of directors, and Optionee
has executed this Agreement, both as of the day and year first
above written.
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_____________________________
NAME
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