Exhibit 10.35
CHADMOORE WIRELESS GROUP, INC.
Amended Nonqualified Stock Option Plan
October 12, 1995
1. Purpose. The purpose of the Plan is to provide a continuing, long-term
incentive to selected eligible key employees of Chadmoore Wireless
Group, Inc. (the "Company") and of any existing or future subsidiary of
the Company (the term "subsidiary" as used herein to include any
corporation in a continuous chain, beginning with the Company, in which
each corporation except the last one in the chain owns at least a
majority of the outstanding voting shares in one of the other
corporations in such chain).
2. Shares covered by Plan. The number of shares of stock which may be
issued pursuant to options granted previously and hereafter under the
Plan will not exceed 1,500,000 shares of the Company's common stock,
whether authorized and unissued or whether issued and thereafter
acquired by the Company. If any options granted under the Plan shall,
for any reason other than the call of stock appreciation rights,
terminate or expire without having been exercised in full, the stock
not purchased under such options shall be available again for the
purposes of the Plan.
3. Administration.
(a) The Plan shall be administered by a committee of Directors of
the Company ("Committee") to be appointed from time to time by
the Company's Board of Directors and to consist of not less
than three members of the Board.
(b) Subject to the terms of the Plan, the Committee shall have
full and final authority to determine the persons who are to
be granted options under the Plan and the number of shares
subject to each option, the option price, the form, terms and
conditions of the options, whether stock appreciation rights
shall be issued in conjunction with such options or with
respect to options theretofore issued under the Plan, and the
time or times when each option becomes exercisable and the
duration of the exercise period, and to make such other
determinations as may be appropriate or necessary for the
administration of the Plan.
(c) The Committee shall select one of its members as the Chairman,
and shall hold its meetings at such times and places as it
shall deem advisable. At least one half of its members shall
constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members who are present. In
the event a member may be granted options under the Plan, the
determination shall be made by the Company's Board of
Directors. Any decision or determination reduced to writing
and signed by a majority of all of the members shall be fully
as effective as if made
Amended Nonqualified Stock Option Plan
October 12, 1995
Page 2
by a majority vote at a meeting duly called and held. The
Committee may appoint a Secretary, shall keep minutes of its
meetings, and may make such rules and regulations for the
conduct of its business and for the carrying out of the Plan
as it shall deem appropriate.
(d) The interpretation and construction by the Committee of any
provisions of the Plan and of the options granted thereunder
shall be final and conclusive on all persons having any
interest thereunder.
4. Eligible participants. Directors, officers and key employees of the
Company or a subsidiary shall be eligible to participate in the Plan.
5. Options price. The purchase price under each option shall not be less
than the fair market value of the stock at the time of the grant of the
option, provided, that stock appreciation rights granted with respect
to the shares of stock covered by an outstanding option, by way of
amendment thereof, may be granted on the basis of the option price for
such shares fixed by the initial grant of such option.
6. Terms of option. No option shall be granted for a term in excess of ten
years from the date it is granted.
7. Stock appreciation rights. In connection with the grant of any stock
option, the Committee may grant a stock appreciation right pursuant to
which the optionee shall have the right to surrender all or part of
such stock option and to exercise the stock appreciation right (the
"call") and thereby obtain payment of an amount equal to the difference
between the aggregate option price of such shares so surrendered and
the fair market value of such shares on the date of such surrender. The
call of such stock appreciation rights shall be subject to such
limitations (including, but not limited to, limitations as to time and
amount) as the Committee may deem appropriate. The Committee shall have
sole discretion either to consent to or disapprove any election by the
optionee as to form of payment, as well as any election by him to
exercise his stock appreciation right at any time after such election.
Such payment may be made in shares of common stock (at its fair market
value on the date of call), or in cash, or partly in such shares and
partly in cash, at the discretion of the Committee. The Committee may
grant stock appreciation rights with respect to outstanding options by
way of amendment of such options, but no such amendment shall be made
where the optionee is within one year of normal retirement.
8. Limitation on transfer of options. The option (including any stock
appreciation right pertaining thereto) shall not be transferable
without approval of the Committee, except by will or by the laws of
descent and distribution.
9. Exercise of option. Each exercise of an option granted hereunder,
including the call of a stock appreciation right, whether in whole or
in part, shall be by written notice to the Chief Executive Officer of
the Company designating the number of shares for which the option is
exercised, and, where stock is to be purchased pursuant to such
exercise, shall be accompanied by payment in full for the number of
shares so designated.
Amended Nonqualified Stock Option Plan
October 12, 1995
Page 3
10. Condition to exercise of option. In order to enable the Company to
comply with the Securities Act of 1933, the Company may require any
person to whom an option is granted, his legal representative, heir,
legatee, or distributee, or a transferee, as a condition of the
exercising of any option granted hereunder, to give written assurance
satisfactory to the Company that the stock subject to the option is
being acquired for investment only, with no view to the distribution of
same, and that any subsequent resale of any such shares either shall be
made pursuant to a registration under the Securities Act.
11. Termination of option. An option shall terminate and no rights
thereunder may be exercised if the person to whom it is granted ceases
to be employed whether by the Company or by the subsidiary except that:
(a) If his employment is terminated by any reason other than for
cause or his death, he may, at any time within not more than
two (2) years after termination of his employment, exercise
his option rights but only to the extent that they are
exercisable by him on the date of termination of his
employment; provided however, that if the shares underlying
the option have been duly registered with the Securities and
Exchange Commission, then he may, at any time within not more
than three months after termination of his employment,
exercise his option rights but only to the extent that they
are exercisable by him on the date of termination of his
employment; or
(b) If his employment is terminated for cause, i.e. deliberate,
willful or gross misconduct as determined by the Committee,
all rights under this option shall terminate and expire upon
such termination; or
(c) If he dies while in the employ of the Company or a subsidiary,
or within not more than three months after the termination of
his employment, his option rights may be exercised at any time
within 18 months following his death by the person or persons
to whom his rights under the option shall pass by will or by
the laws of the descent and distribution; provided, however
that with respect to decedents who were employees at the time
of their death:
(1) Any installment limitations that would otherwise
apply shall be waived; and
(2) All unexpired call periods of stock appreciation
rights shall be accelerated and extended so that the
stock appreciation rights shall be accelerated and
extended so that the stock appreciation covered
thereby may be called at any time and to the full
extent that the option may be so exercised; and
With respect to decedents who were not employees at the time
of death, such option rights may be exercised or called only
to the extent exercisable or callable on the date of
termination of employment; provided
Amended Nonqualified Stock Option Plan
October 12, 1995
Page 4
further, however, that in no event may any option rights be
exercised by anyone after the expiration of the term of the
option.
12. Limitations on exercise of option rights.
(a) Minimum period prior to exercise; installments. The Committee
may establish at the time the option is granted a minimum
period of continuous employment prior to exercise or vesting
of rights under the option. Thereafter, the option may be
exercisable in whole or in installments, as determined by the
Committee at the time the option is granted.
(b) Minimum number of shares. The minimum number of shares with
respect to which option rights may be exercised in part at any
time shall be as determined by the Committee at the time the
option is granted.
13. Amendments to the plan. The Company's Board of Directors may from time
to time make such amendments to the Plan as it may deem proper and in
the best interests of the Company or a subsidiary provided that,
(a) No amendment shall be made which (1) would impair, without the
consent of the optionee, any option theretofore granted under
the Plan or deprive any optionee of any shares of stock of the
Company which he may have acquired through or as a result of
the Plan, or (2) would withdraw the administration of the Plan
from a Committee of Directors of the Company meeting the
qualifications set forth in Section 3(a) hereof.
(b) Any such amendment which would (1) materially increase the
benefits accruing to participants under the Plan; (2)
materially increase the number of securities which may be
issued under the Plan; or (3) materially modify the
requirements as to eligibility for participation in the Plan,
shall be submitted to the stockholders of the Company for
their approval at the next annual or special meeting after
adoption by the Board of Directors, and, if such stockholder
approval is not obtained, the amendment, together with any
actions taken under the plan on the necessary authority of
such amendment, shall be null and void.
14. Termination of plan. The Plan may be terminated at any time by the
Company's Board of Directors except with respect to options then
outstanding under the Plan.
15. Adjustment in shares covered by plan. If any change is made in the
stock subject to the Plan, or subject to any option granted under the
Plan, through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, combination of shares, rights offerings,
change in the corporate structure of the Company, or otherwise,
appropriate adjustment shall be made as to the maximum number of shares
subject to the Plan, and the number of shares and prices per share of
stock subject to outstanding options.