NONSTATUTORY STOCK OPTION
(NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN)
__________, Optionee:
LINKABIT WIRELESS, INC. (the "Company"), pursuant to its Non-Employee
Directors' Stock Option Plan (the "Plan") has on _________ granted to you, the
optionee named above, an option to purchase shares of the Class A Common Stock
of the Company ("Class A Common Stock"). This option is not intended to qualify
and will not be treated as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Capitalized terms used but not otherwise defined in this agreement shall have
the meaning ascribed to them in the Plan.
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
Non-Employee Directors (as defined in the Plan).
The details of your option are as follows:
1. The total number of shares of Class A Common Stock subject to this option
is _________ (______). Subject to the limitations contained herein, this option
shall become exercisable (vest) with respect to each installment shown below on
or after the date of vesting applicable to such installment, as follows:
NUMBER OF SHARES (INSTALLMENT) DATE OF EARLIEST EXERCISE (VESTING)
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__________ __________, 199___
__________ The ___ day of each month
thereafter, commencing on ________,
199__ through and including
_________, 199__.
__________ __________, 199__
2. EXERCISE PRICE AND METHOD OF PAYMENT.
(a) EXERCISE PRICE. The exercise price of this option is _________________
($____________) per share, being the fair market value (as defined in the Plan)
of the Class A Common Stock on the date of grant of this option.
(b) METHOD OF PAYMENT. Payment of the exercise price per share is due in full
upon exercise of all or any part of each installment which has accrued to you.
You may elect, to the extent permitted by applicable statutes and regulations,
to make payment of the exercise price under one of the following alternatives:
(i) Payment of the exercise price per share in cash (including
check) at the time of exercise;
1.
(ii) Payment pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the issuance of Class A
Common Stock, results in either the receipt of cash (or check) by the Company or
the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds;
(iii) Provided that at the time of exercise the Company's Class A
Common Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of already-owned shares of Class A Common Stock, held for
the period required to avoid a charge to the Company's reported earnings, and
owned free and clear of any liens, claims, encumbrances or security interests,
which Class A Common Stock shall be valued at its fair market value on the date
of exercise; or
(iv) Payment by a combination of the methods of payment permitted by
subparagraph 3(b)(i) through 3(b)(iii) above.
3. WHOLE SHARES. This option may not be exercised for any number of shares
which would require the issuance of anything other than whole shares.
4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act of
1933, as amended (the "Act") or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the
registration requirements of the Act.
5. TERM. The term of this option commences on ___________, 19__, the date of
grant, and expires on _____________________ (the "Expiration Date," which date
shall be no more than ten (10) years from the date this option is granted),
unless this option expires sooner as set forth below or in the Plan. In no
event may this option be exercised on or after the Expiration Date. This option
shall terminate prior to the Expiration Date as follows: ninety (90) days after
the termination of your service as a Non-Employee Director of the Company
("Service") for any reason or for no reason unless:
(a) such termination of Service is due to your permanent and total disability
as defined in Section 422(c)(6) of the Code, in which event the option shall
expire on the earlier of the Expiration Date set forth above or twelve (12)
months following such termination of Service; or
(b) such termination of Service is due to your death or your death occurs
within three (3) months following termination of your Service for any other
reason, in which event the option shall expire on the earlier of the Expiration
Date set forth above or twelve (12) months after your death; or
(c) during any part of such ninety (90) day period the option is not
exercisable solely because of the condition set forth in paragraph 4 above, in
which event the option shall not expire until the earlier of the Expiration Date
set forth above or until it shall have been exercisable for an aggregate period
of ninety (90) days after the termination of Service; or
2.
(d) exercise of the option within three (3) months after termination of your
Service would result in liability under section 16(b) of the Securities Exchange
Act of 1934 (the "Exchange Act"), in which case the option will expire on the
earlier of (i) the Expiration Date set forth above, (ii) the tenth (10th) day
after the last date upon which exercise would result in such liability or
(iii) six (6) months and ten (10) days after the termination of your Service.
However, this option may be exercised following termination of Service only
as to that number of shares as to which it was exercisable on the date of
termination of Service under the provisions of paragraph 1 of this option.
6. EXERCISE.
(a) This option may be exercised, to the extent specified above, by delivering
a notice of exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to paragraph 6 of
the Plan.
(b) By exercising this option you agree that:
(i) as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
cash payment by you to the Company of any tax withholding obligation of the
Company arising by reason of: (1) the exercise of this option; (2) the lapse of
any substantial risk of forfeiture to which the shares are subject at the time
of exercise; or (3) the disposition of shares acquired upon such exercise. You
also agree that any exercise of this option has not been completed and that the
Company is under no obligation to issue any Class A Common Stock to you until
such an arrangement is established or the Company's tax withholding obligations
are satisfied, as determined by the Company; and
(ii) the Company (or a representative of the underwriters) may, in
connection with an underwritten registration of the offering of any securities
of the Company under the Act, require that you not sell or otherwise transfer or
dispose of any shares of Class A Common Stock or other securities of the Company
during such period (not to exceed one hundred eighty (180) days) following the
effective date (the "Effective Date") of the registration statement of the
Company filed under the Act as may be requested by the Company or the
representative(s) of the underwriters. You further agree that the Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.
7. OPTION NOT A SERVICE CONTRACT. Nothing in this option shall obligate the
Company or its stockholders, Board of Directors, Officers or employees to
continue any relationship which you might have as a Director of the Company.
8. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed
3.
to you at the address specified below or at such other address as you hereafter
designate by written notice to the Company.
9. TRANSFERABILITY. This option is not transferable, except by will or by the
laws of descent and distribution, and is exercisable during your life only by
you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise this
option.
10. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions of
the Plan, a copy of which is attached hereto and its provisions are hereby made
a part of this option, including without limitation the provisions of paragraph
6 of the Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this option and those of the Plan, the provisions of
the Plan shall control.
Dated as of ___________.
Very truly yours,
LINKABIT WIRELESS, INC.
By:
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Duly authorized on behalf
of the Board of Directors
ATTACHMENTS:
Linkabit Wireless, Inc. Non-Employees Directors' Stock Option Plan
Notice of Exercise
4.
The undersigned:
(a) Acknowledges receipt of the foregoing option and the attachments referenced
therein and understands that all rights and liabilities with respect to this
option are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of this option, it sets forth the
entire understanding between the undersigned optionee and the Company and its
Affiliates regarding the acquisition of stock in the Company and supersedes all
prior oral and written agreements on that subject with the exception of (i)
options previously granted and delivered to the undersigned under stock option
plans of the Company, (ii) Restricted Stock Purchase Agreements entered into
between the undersigned and the Company and (iii) the following agreements only:
NONE
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(Initial)
OTHER
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Optionee
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Address
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