NETWORK ENGINES, INC.
Incentive Stock Option Agreement
Granted Under 1999 Stock Incentive Plan
1. Grant of Option .
This agreement evidences the grant by Network Engines, Inc., a Delaware corporation (the “Company”), on
March 21, 2001 (the “Grant Date”) to John Curtis, an employee 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 1999 Stock Incentive Plan
(the “Plan”), a total of 296,399 shares (the “Shares”) of common stock, $.01 par value per share, of the
Company (“Common Stock”) at $1.1875 per Share. Unless earlier terminated, this option shall expire on March
21, 2011 (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall 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 .
Subject to the provisions of Section 3(f) hereof, this option will become exercisable ("vest") as to 25% of the
original number of Shares on the first anniversary of the Grant Date and as to an additional 6.25% of the original
number of Shares at the end of each successive full three-month period following the first anniversary of the Grant
Date until the fourth anniversary of the Grant Date. This option shall expire upon, and will not be exercisable
after, the Final Exercise Date.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the
maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3