Network Engines, Inc.
Nonstatutory Stock Option Agreement
Granted Under 2009 Incentive Plan
1. Grant of Option .
This agreement evidences the grant by Network Engines, Inc., a Delaware corporation (the “Company”),
on , 20 (the “Grant Date”) to , an [employee], [consultant], [director] of the Company (the
“Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s
2009 Incentive Plan (the “Plan”), a total of shares (the “Shares”) of common stock, $0.01 par value
per share, of the Company (“Common Stock”) at __DOCTEXT__nbsp; per Share. Unless earlier terminated, this option shall
expire at 5:00 p.m., Eastern time, on (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined
in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder
(the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall
be deemed to include any person who acquires the right to exercise this option validly under its terms.
2. Vesting Schedule .
This option will become exercisable (“vest”) as to [25% of the original number of Shares on each
anniversary of the Grant date until the fourth anniversary of the Grant Date, in accordance with Section 6(a) of
the Plan] [100% of the original number of Shares on the first anniversary of the Grant Date, in accordance with
Section 6(b) of the Plan] [25% of the original number of Shares on the first anniversary of the employment start
date and as to an additional 6.25% of the original number of Shares at the end of each successive three-month
period following the first anniversary of the employment start date until the fourth anniversary of the employment
start date] [6.25% of the original number of Shares at the end of e