EXHIBIT 10.7
BANK RATE MONITOR, INC.
1997 EQUITY COMPENSATION PLAN
INCENTIVE STOCK OPTION GRANT
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This STOCK OPTION GRANT, dated as of ____________________ (the "Date of
Grant"), is delivered by Intelligent Life Corporation (formerly "Bank Rate
Monitor, Inc.") (the "Company") to ________________________, an employee of the
Company (the "Grantee").
RECITALS
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The Bank Rate Monitor, Inc. 1997 Equity Compensation Plan (the "Plan")
provides for the grant of options to purchase shares of common stock of the
Company. The Board of Directors of the Company (the "Board") has decided to
make a stock option grant as an inducement for the Grantee to promote the best
interests of the Company and its stockholders.
NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:
1. Grant of Option.
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(A) Subject to the terms and conditions set forth in this Agreement and in
the Plan, the Company hereby grants to the Grantee an incentive stock option
(the "Option") to purchase ________ shares of common stock of the Company
("Shares") at an option price of $_______ per Share. The Option shall become
exercisable according to Paragraph 2 below.
(B) The Option is designated as an incentive stock option, as described in
Paragraph 5 below. However, if and to the extent the Option exceeds the limits
for an incentive stock option, as described in Paragraph 5, the Option shall be
a nonqualified stock option.
2. Exercisability of Option. The Option shall become exercisable as of the
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following dates, if the Grantee is employed by, or providing service to, the
Company (as defined in the Plan) as of the applicable date:
Shares for Which the
Date Option is Exercisable
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________________ ____________
The first day of each month starting
__________________ and ending
__________________ ____________
The right to exercise the Option shall be cumulative.
3. Term of Option.
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(A) The Option shall have a term of ____ years from the Date of Grant
and shall terminate at the expiration of that period (________________), unless
it is terminated at an earlier date pursuant to the provisions of this Agreement
or the Plan.
(B) The Option shall automatically terminate upon the happening of the
first of the following events:
(i) The expiration of the 90-day period after the Grantee ceases to
be employed by, or provide service to, the Company, if the termination is
for any reason other than disability (as defined in the Plan), death or
cause (as defined in the Plan);
(ii) The expiration of the one-year period after the Grantee ceases
to be employed by, or provide service to, the Company on account of the
Grantee's disability (as defined in the Plan);
(iii) The expiration of the one-year period after the Grantee ceases
to be employed by, or provide service to, the Company, if the Grantee dies
while employed by, or providing service to, the Company or within 90 days
after the Grantee ceases to be so employed or provide such service on
account of a termination described in subparagraph (i) above; or
(iv) The date on which the Grantee ceases to be employed by, or
provide service to, the Company for cause (as defined in the Plan).
Notwithstanding the foregoing, in no event may the Option be exercised after the
date that is ten years from the Date of Grant. Any portion of the Option that
is not exercisable at the time the Grantee ceases to be employed by, or provide
service to, the Company shall immediately terminate.
4. Exercise Procedures.
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(a) Subject to the provisions of Paragraphs 2 and 3 above, after the
Option has become exercisable, the Grantee may exercise part or all of the
exercisable Option by giving the Board written notice of intent to exercise in
the manner provided in Paragraph 14 below, specifying the number of Shares as to
which the Option is to be exercised. On the delivery date, the Grantee shall
pay the exercise price (i) in cash, (ii) with the approval of the Board, by
delivering Shares of the Company which shall be valued at their fair market
value on the date of delivery, or (iii) by such other method as the Board may
approve, including, after a public offering of the Company's stock, payment
through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board. The Board may impose from time to
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time such limitations as it deems appropriate on the use of Shares of the
Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the Board,
including such actions as Company counsel shall deem necessary or appropriate to
comply with relevant securities laws and regulations. The Company may require
that the Grantee (or other person exercising the Option after the Grantee's
death) represent that the Grantee is purchasing Shares for the Grantee's own
account and not with a view to or for sale in connection with any distribution
of the Shares, or such other representation as the Board deems appropriate. All
obligations of the Company under this Agreement shall be subject to the rights
of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable. Subject to Board approval, the Grantee
may elect to satisfy any income tax withholding obligation of the Company with
respect to the Option by having Shares withheld up to an amount that does not
exceed the applicable withholding tax rate for federal (including FICA), state
and local tax liabilities.
5. Designation as Incentive Stock Option.
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(a) This Option is designated an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"). If the
aggregate fair market value of the stock on the date of the grant with respect
to which incentive stock options are exercisable for the first time by the
Grantee during any calendar year, under the Plan or any other stock option plan
of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as
to the excess, shall be treated as a nonqualified stock option that does not
meet the requirements of Section 422. if and to the extent that the Option
fails to qualify as an incentive stock option under the Code, the Option shall
remain outstanding according to its terms as a nonqualified stock option.
(b) The Grantee understands that favorable incentive stock option tax
treatment is available only if the Option is exercised while the Grantee is an
employee of the Company or a parent or subsidiary or within a time specified in
the Code after the Grantee ceases to be an employee. The Grantee should consult
with his or her tax adviser regarding the tax consequences of the Option.
6. Change of Control. Except as provided herein, the provisions of the Plan
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applicable to a Change of Control shall apply to the Option. In the event of a
Change of Control, (i) the Company shall provide the Grantee written notice of
such Change of Control, (ii) the Option shall become fully exercisable, and
(iii) the provisions of Section 9 of the Plan shall no longer be applicable to
the Shares.
7. Right of First Refusal; Repurchase Right; Shareholder's Agreement. As a
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condition of receiving this Option and subject to Paragraph 6 above, the Grantee
hereby agrees that all Shares issued under the Plan shall be subject to a right
of first refusal and repurchase right as described in the Plan, and the Board
may require that the Grantee (or other person exercising the Option
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after the Grantee's death) execute a shareholder's agreement, in such form as
the Board determines, with respect to all Shares issued upon the exercise of the
Option before a public offering of the Company's stock.
8. Restrictions on Exercise. Only the Grantee may exercise the Option during
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the Grantee's lifetime. After the Grantee's death, the Option shall be
exercisable (subject to the limitations specified in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.
9. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan,
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the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan. The grant and exercise of the
Option are subject to the provisions of the Plan and to interpretations,
regulations and determinations concerning the Plan established form time to time
by the Board in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to (i) rights and obligations with respect to
withholding taxes, (ii) the registration, qualification or listing of the
Shares, (iii) capital or other changes of the Company and (iv) other
requirements of applicable law. The Board shall have the authority to interpret
and construe the Option pursuant to the terms of the Plan, and its decisions
shall be conclusive as to any questions arising hereunder.
10. No Employment Rights. The grant of the Option shall not confer upon the
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Grantee any right to be retained by or in the employ of the Company and shall
not interfere in any way with the right of the Company to terminate the
Grantee's employment or service at any time. The right of the Company to
terminate at will the Grantee's employment or service at any time for any reason
is specifically reserved.
11. No Shareholder Rights. Neither the Grantee, nor any person entitled to
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exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.
12. Assignment and Transfers. The rights and interests of the Grantee under
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this Agreement may not be sold, assigned, encumbered or otherwise transferred
except, in the event of the death of the Grantee, by will or by the laws of
descent and distribution. In the event of any attempt by the Grantee to
alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right hereunder, except as provided for in this Agreement, or in the event of
the levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to
the Grantee, and the Option and all rights hereunder shall thereupon become null
and void. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company's parents,
subsidiaries, and affiliates. This Agreement may be assigned by the Company
without the Grantee's consent.
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13. Applicable Law. The validity, construction, interpretation and effect of
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this instrument shall be governed by and determined in accordance with the laws
of the State of Florida.
14. Notice. Any notice to the Company provided for in this instrument shall be
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addressed to the Company in care of the President at 00000 X.X. Xxxxxxx Xxx,
Xxxxx Xxxx Xxxxx, Xxxxxxx 00000, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in
a properly sealed envelope addressed as stated above, registered and deposited,
postage prepaid, in a post office regularly maintained by the United States
Postal Service.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.
Attest: INTELLIGENT LIFE CORPORATION
___________________________ By:_____________________________
Accepted:_______________________
_______________________
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