SWMX, Inc. Stock Option Grant Agreement under 2006 Stock Option Plan

 Exhibit 10.2 SWMX, INC. 1 Bridge Street Irvington, New York 10533 _______ __, 20 __ To: Dear : -------------------- We are pleased to inform you that on _______, ____, the Board of Directors of SWMX, Inc. (the "Company") granted you a stock option pursuant to the Company's 2006 Stock Option Plan (the "Plan"), to purchase shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of the - ------------ Company, at a price of $________ per Share. No part of this option is currently exercisable. The option may be exercised with respect to one-third of the Shares, rounded down to the nearest whole number, at any time on or after ___, ------------- 2007. The option may be exercised with respect to an additional one-third of the Shares, rounded down to the nearest whole number, at any time on or after ___, 2008. The option may be exercised with respect ------------- to the remaining one-third of the Shares at any time on or after ___, 2009. This option, to the ------------- extent not previously exercised, will expire on __________, ______. This option is issued in accordance with and is subject to and conditioned upon all of the terms and conditions of the Plan (a copy of which in its present form is attached hereto), as from time to time amended. Reference is made to the terms and conditions of the Plan, all of which are incorporated by reference in this option agreement as if fully set forth herein. You understand and acknowledge that, under existing law, unless at the time of the exercise of this option a registration statement under the Act is in effect as to such Shares (i) any Shares purchased by you upon exercise of this option may be required to be held indefinitely unless such Shares are subsequently registered under the Act or an exemption from such registration is available; (ii) any sales of such Shares made in reliance upon Rule 144 promulgated under the Act may be made only in accordance with the terms and conditions of that Rule (which, under certain circumstances, restricts the number of Shares which may be sold and the manner in which Shares may be sold); (iii) certificates for Shares to be issued to you hereunder shall bear a legend to the effect that the Shares have not been registered under the Act and that the Shares may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under the Act relating thereto or an opinion of counsel reasonably satisfactory to the Company that such registration is not required pursuant to an exemption from such registration; (iv) the Company will place an appropriate "stop transfer" order with its transfer agent with respect to such Shares on the foregoing terms and conditions; and (v) the Company has undertaken no obligation to register the Shares or to include the Shares in any registration statement which may be filed by it subsequent to the issuance of the shares to you. In addition, you understand and acknowledge that the Company has no obligation to you to furnish information necessary to enable you to make sales under Rule 144.. This option may be exercised, in whole or in part, by delivering to the Company a written notice of exercise in the form attached hereto as Exhibit A, specifying the number of Shares to be purchased, together with payment of the purchase price of the Shares to be purchased. The purchase price is to be paid in cash or, at the discretion of the Compensation Committee and to the extent permitted by law, either (i) by delivering shares of Common Stock already owned by you and having an aggregate fair market value on the date of exercise equal to the aggregate exercise price of this option or portion thereof being exercised, (ii) by having shares of Common Stock withheld by the Company from the Shares otherwise to be received with such withheld Shares having an aggregate fair market value on the date of exercise equal to the aggregate exercise price of this option or the portion thereof being exercised, or (iii) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the fair market value of any shares surrendered to, or withheld by, the Company is at least equal to such aggregate exercise price, and is in accordance with the Plan.  Kindly evidence your acceptance of this option and your agreement to comply with the provisions hereof and of the Plan by executing this letter under the words "Agreed To and Accepted." Very truly yours, SWMX, INC. By: ----------------------------------- Name: Title: AGREED TO AND ACCEPTED: - ---------------------------- (NAME) -2-  EXHIBIT A SWMX, Inc. 1 Bridge Street Irvington, New York 10533 Ladies and Gentlemen: Notice is hereby given of my election to purchase ______ shares of Common Stock, $.01 par value (the "Shares"), of SWMX, Inc. at a price of $_______ per Share, pursuant to the provisions of the option granted to me on [DATE OF GRANT], under the Company's 2006 Stock Option Plan, as amended. Enclosed in payment for the Shares is (check all that apply): /_/ my check in the amount of $________. */_/ __________________ Shares having a total value $___________, such value being based on the closing price(s) of the Shares on the date hereof. */_/ __________________ Shares to be withheld by the Company from the Shares otherwise to be received having a total value $___________, such value being based on the closing price(s) of the Shares on the date hereof. The following information is supplied for use in issuing and registering the Shares purchased hereby: Number of Certificates and Denominations ___________________ Name ___________________ Address ___________________ ___________________ Social Security Number ___________________ Dated: _______________, 20__ Very truly yours, ___________________ *Subject to the approval of the Compensation Committee