ZOO GAMES, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR NAME
ZOO
GAMES, INC.
2008
LONG-TERM INCENTIVE PLAN
NON-QUALIFIED
STOCK OPTION AWARD
AGREEMENT
FOR
NAME
GRANT
DATE:
ZOO
GAMES, INC.
2008
LONG-TERM INCENTIVE PLAN
1. A
NON-QUALIFIED
STOCK OPTION
to
acquire _______ shares (hereinafter referred to as “Shares”) of Common Stock of
Zoo
Games, Inc.
(hereinafter referred to as the “Company”) is hereby granted to NAME
(hereinafter referred to as the “Optionee”), subject in all respects to the
terms and conditions of the Zoo Games, Inc. 2008 Long-Term Incentive Plan
(hereinafter referred to as the “Plan”) and such other terms and conditions as
are set forth herein. All capitalized terms used in the Agreement, and not
otherwise defined herein, shall have the meanings ascribed to them in the
Plan.
2. Exercise
Price.
The
Option price as determined by the Committee is _____________ ($______) per
Share. The Option price may be paid in any manner set forth in Section 7 of
the
Plan.
3. Vesting.
a. The
Option shall [be fully vested and immediately excercisable in full] [become
exercisable over a _____-year period as follows:]
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Vesting
Date
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Shares
Exercisable
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b.
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In
the event the Optionee’s Continuous Service is terminated for any reason,
the Optionee’s right to continued vesting ends upon such termination. If
such termination is caused by death or by the Optionee’s Disability, the
Optionee or the Optionee’s beneficiary shall have the right to exercise
this Option for a period of twelve months after the date of termination.
If such termination is for any other reason, other than Cause, the
Optionee’s right to exercise this Option shall terminate ninety (90) days
after termination of Continuous
Service.
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c.
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In
the event the Optionee’s Continous Service is terminated for Cause, the
Option shall be immediately
forfeited.
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4. No
Violation.
The
Option may not be exercised if the issuance of Shares upon such exercise would
constitute a violation of any applicable federal or state securities law, or
any
other valid law or regulation. As a condition to the exercise of the Option,
the
Optionee shall represent to the Company that the Shares being acquired upon
exercise of the Option are for investment and not with a present view for
distribution or resale, unless counsel for the Company is then of the opinion
that such a representation is not required under any applicable law, regulation
or rule of any governmental agency.
5. Transferability.
The
Option may not be transferred in any manner except as provided under the Plan,
and generally may be exercised during the lifetime of the Optionee only by
him
or her. The terms of this Option shall be binding upon the Optionee’s executors,
administrators, heirs, assigns and successors.
6. Term.
The
Option may not be exercised more than [ten (10)] [five (5)] years after the
date
indicated below and may be exercised during such term only in accordance with
the terms and conditions set forth in the Plan.
7. Withholding.
All
distributions and payments under this Agreement are subject to the withholding
of all applicable taxes. The Participant acknowledges that Section 16 of the
Plan allows the Company to withhold cash compensation or Shares due to the
Participant in order to meet such withholding obligations.
9. Amendment.
The
Participant acknowledges and agrees that this Agreement may be amended in such
manner as is provided in Section 17 of the Plan.
10.
Interpretation.
The
Board shall make all determinations concerning rights to benefits under the
Plan.
Dated:
_____________, 2008
| Zoo Games, Inc. | ||
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By:
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Name:
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Officer:
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ATTEST:
The
Participant acknowledges that he or she has received a copy of the Plan and
is
familiar with the terms and conditions set forth therein. The Participant agrees
to accept as binding, conclusive, and final all decisions and interpretations
of
the Board. As a condition of this Agreement, the Participant authorizes the
Company to withhold from any regular cash compensation payable by the Company
any taxes required to be withheld under any federal, state or local law as
a
result of exercising this Option.
Dated:
_______________________, 2008
|
Participant
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