EXHIBIT 10.1.2
FORM OF STOCK OPTION AGREEMENT
THE COMMON STOCK OPTION REPRESENTED BY THIS AGREEMENT (THE "OPTIONS") HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER: (1) WITHOUT REGISTRATION
UNDER THE ACT AND IN COMPLIANCE WITH THE LAWS OF ANY APPLICABLE JURISDICTIONS;
OR (2) AN OPINION OF COUNSEL (IN FORM AND SUBSTANCE ACCEPTABLE TO ODIMO
INCORPORATED) THAT REGISTRATION IS NOT REQUIRED.
ODIMO INCORPORATED
STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of _______ 2004, by and between Odimo
Incorporated, a Delaware corporation (the "Company") and ________________ (the
"Optionee").
W I T N E S S E T H:
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WHEREAS, pursuant to the Amended and Restated 2004 Stock Incentive Plan
(the "Plan"), the Company desires to grant to the Optionee and the Optionee
desires to accept an option to purchase shares of common stock, par value $.001
per share, of the Company (the Common Stock) upon the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT. The Company hereby grants to the Optionee an option to
purchase _____ shares of Common Stock, at a purchase price per share of $____
(the "Option");
2. VESTING. The Option shall be exercisable, at any time and from time
to time, pursuant to the following vesting schedule, provided, however, the
Option shall not be exercisable until the occurrence of a Realization Event (as
such term is defined in the Plan):
(i) Options to acquire ___ shares of Common Stock shall be
exercisable from __________, 2005 through 4:00 p.m. EDT on ___________, 2007.
(ii) Options to acquire ___ shares of Common Stock shall be
exercisable from __________, 2006 through 4:00 p.m. EDT on ___________, 2008.
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(iii) Options to acquire ___ shares of Common Stock shall be
exercisable from __________, 2007 through 4:00 p.m. EDT on ___________, 2009.
3. SECURITIES REGISTRATION REQUIRED. If the shares to be issued upon an
exercise of the Option are not registered under the Securities Act of 1933,
then, as a further condition of the Company's obligation to issue such shares,
the Optionee may be required to give a representation in writing that the
Optionee is acquiring the shares for the Optionee's own account as an investment
and not with a view to, or for sale in connection with, the distribution of such
shares, and the certificates representing such shares shall bear a legend to
such effect as the Company's counsel shall deem necessary or desirable. The
Option shall in no event be exercisable and shares shall not be issued hereunder
if, in the reasonable opinion of counsel to the Company, such exercise and/or
issuance would result in a violation of federal or state securities laws.
4. NO EMPLOYMENT AGREEMENT. Nothing in this Agreement shall confer upon
the Optionee any right with respect to the continuation of Optionee serving as a
director of the Company or a subsidiary, or interfere in any way with any
existing employment or consulting agreement between the Company and the
Optionee.
5. MISCELLANEOUS.
1. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
2. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This Agreement constitutes
the entire Agreement between the parties with respect to the subject matter
hereof, and controls and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral between the parties
with respect to its subject matter and may not be modified except by written
instrument executed by the parties.
3. Other than the vesting schedule set forth herein, the
provisions of the Plan are incorporated by reference hereby and shall govern if
and to the extent that there are inconsistencies between those provisions and
the provisions hereof. The Optionee acknowledges receipt of a copy of the Plan
prior to the execution of this Agreement.
6. RESIDENCY. Optionee is a resident of the State of Florida.
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IN WITNESS WHEREOF, the parties have hereunto put their hand as of the
date first above written.
ODIMO INCORPORATED, a Delaware corporation
By:
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Xxxx Xxxxxxxx, COO
OPTIONEE:
By:
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