Exhibit 10.1
2004 EAGLE BROADBAND, INC. STOCK INCENTIVE PLAN
ARTICLE 1
ESTABLISHMENT AND PURPOSE
Eagle Broadband, Inc. (the "Company") has adopted this Stock Incentive Plan
(the "Plan") as of November 5, 2003. The purpose of the Plan is to provide
eligible persons in the Corporation's service (i.e., employees, directors,
consultants, vendors, etc.) with stock awards ("Award Shares") to reward them
for services and to encourage them to remain in the Company's service as well as
providing the Company with a valuable tool for the recruitment and retention of
managers, employees, etc. of outstanding ability.
ARTICLE 2
ADMINISTRATION
The Plan shall be administered by the Board of Directors or by the
Compensation Committee of the Board of Directors (the "Committee"), which has
been authorized to act on behalf of the Company. The Committee shall determine
the meaning and application of the provisions of the Plan. Subject to the terms
of the Plan, the Committee shall have the exclusive authority to act on the
following matters:
(a) Selection of the eligible persons who are to become Participants;
(b) The determination of each Participant's stock award;
(c) Any waiver or change of the Plan's conditions;
(d) The adoption, amendment or rescission of rules, guidelines and forms
relating to the Plan; and
(e) Any other actions the Committee deems necessary or advisable for the
administration of the Plan.
All decisions, interpretations, and other actions of the Committee shall be
final and binding on all Participants and all persons deriving their rights from
a Participant. No member of the Committee shall be liable for any action he or
she has taken, or has failed to take, in good faith with respect to the Plan or
any award. The Committee may delegate such ministerial actions, as it deems
necessary or proper.
ARTICLE 3
ELIGIBILITY
The persons eligible to participate in the Stock Incentive Plan are as
follows: (i) employees, (ii) directors, (iii) consultants, (iv)vendors, (v)
service providers, and (vii) other independent advisors who provide services to
the Corporation (or any Parent or Subsidiary). The Participants shall be
selected from time to time by the Committee from those eligible persons who, in
the opinion of the Committee, are in a position to contribute materially to the
attainment of the Company's financial objectives and managerial goals.
Participation may be based on the recommendations of the Company's officers,
subject to the Committee's approval. Such recommendations shall include a
recommendation as to the number of Award Shares that should be awarded to each
such individual. In selecting eligible persons and in determining the number of
Award Shares it wishes to award, the Committee shall consider the position and
responsibility of the eligible person, the value of their service to the Company
and its subsidiary and such other factors as the Committee deems pertinent.
ARTICLE 4
AWARDS
4.1 General. After an eligible individual has been selected as Participant,
the Committee shall notify the Participant of his or her selection by letter
(the "Award Letter"). The Award Letter will advise the Participant of the number
of Award Shares awarded.
4.2 Payment. The Committee shall determine the Participant's actual stock
award and such award shall be awarded from time to time within the Committee's
discretion, with the shares to be issued as soon as practicable thereafter.
Distributions of Award Shares may be made from authorized but unissued shares.
All authorized and unissued shares issued as Award Shares shall be fully paid
and nonassessable shares and free from preemptive rights.
4.3 Termination of Services. No Participant shall be eligible to receive a
award unless such Participant is either employed by the Company or providing
services to the Company at the time of the award.
4.4 Withholding Taxes. Participants shall be obligated to satisfy all
federal and state tax withholding obligations arising from the award of Award
Shares.
4.5 Nontransferability of Rights. Any right to a stock payment under the
Plan shall be nontransferable. Any attempted alienation, assignment, pledge,
hypothecation, attachment, execution or similar process, whether voluntary or
involuntary, with respect to any such right shall be void and, at the
Committee's option, shall cause such right to be forfeited.
ARTICLE 5
STOCK SUBJECT TO THE PLAN
5.1 The total number of shares of the Company's Common Stock ("Common
Stock") which may be issued under the Plan shall not exceed 3,500,000 shares.
The Company shall, at all times while the Plan is in force, reserve such number
of Common Stock as will be sufficient to satisfy the requirements of the number
of shares available for issuance under the Plan.
5.2 In the event the outstanding shares of Common Stock are increased or
decreased as a result of any stock split, stock dividend, recapitalization or
other similar change in corporate structure effected without the receipt of
consideration, or if the Common Stock is converted into other shares or
securities of the Company or any other corporation as a result of a merger,
reorganization, or other similar transaction, then appropriate adjustments shall
be made by the Committee to the class and/or number of shares which are
available for issuance under the Plan in order that there shall be no dilution
or enlargement of benefits hereunder.
ARTICLE 6
SHAREHOLDER RIGHTS
No Participant shall have any rights as a shareholder until such time as
any Award Shares are actually issued to such Participant.
ARTICLE 7
NO EMPLOYMENT RIGHTS
No provision of the Plan, nor any opportunity established under the Plan,
shall be construed to give any person any right to remain in the Company's
service. The Company reserves the right to terminate any person's service at any
time, with or without cause.
ARTICLE 8
AMENDMENTS OR TERMINATION
The Company may amend, suspend or terminate the Plan at any time and for
any reason. Neither an amendment of the Plan nor the termination thereof shall
affect any Award Shares previously issued.
ARTICLE 9
CHOICE OF LAW
The Plan shall be construed in accordance with and governed by the laws of
the State of Texas.
ARTICLE 10
DEFINITIONS
10.1 "Award Shares" means the shares of the Company's Common Stock issuable
or issued under the Plan.
10.2 "Committee" means the Compensation Committee appointed by the
Company's Board of Directors, or the entire Board of Directors.
10.3 "Company" means Eagle Broadband, Inc., a Texas Corporation.
10.4 "Participant" means an employee or director or consultant who has been
selected for participation in the Plan.
Attested to by the Secretary of Eagle Broadband, Inc., as
adopted by the Board of Directors, effective as of the 5th
day of November 2003 (the "Effective Date").
/S/ Christopher W. Futer
------------------------
Christopher W. Futer
Corporate Secretary
Exhibit A to
2004 Stock Incentive Plan
[EAGLE LETTERHEAD]
___________________
___________________
___________________
Re: Stock Award Letter
Dear _________:
You have been granted a stock award (the "Award") for _______ shares (the
"Shares") of the Company's common stock (the "Common Stock"), in all respects
subject to the terms and conditions of the Company's 2004 Stock Incentive Plan
(the "Plan"), which Plan is incorporated herein in its entirety by reference.
Capitalized items not otherwise defined in this agreement (the "Award Letter")
shall have the meaning given to such terms in the Plan.
Restrictions on Sale. The Common Stock issued to you may not be sold if the
sale of the Common Stock would constitute a violation of any applicable federal
or state securities or other laws or regulations (including any regulations
relating to insider trading). The Company has registered the issuance of these
shares on a Form S-8. However, such registration does not supersede the
Company's insider trading policy, which must strictly be followed.
Independent Legal and Tax Advice. You should obtain independent legal and
tax advice regarding this grant and the disposition of the Award granted.
Amendment. This Award Letter may not be amended, modified, waived except by
a written instrument signed by the party against whom enforcement of any such
modification, amendment, or waiver is sought.
Supersedes Prior Agreements. This Award Letter shall supersede and replace
all prior agreements and understandings, oral or written, between you and the
Company regarding the grant of any Awards under the Plan.
Very truly yours,
_____________________
You hereby acknowledge receipt of a copy of the Plan, the Company's most
recent annual report on Form 10-K, the Company's most recent proxy statement,
and the Company's quarterly reports on Form 10-Q for all fiscal quarters since
the date of the annual report discussed previously, and you hereby accept this
Award subject to all of the terms and provisions of the Plan. By signing below,
you are representing to us that you have reviewed the Plan, the documents
referred to above, and this Award Letter in their entirety, that you have had an
opportunity to obtain the advice of counsel prior to executing this Award
Letter, and that you fully understand all terms and conditions of this Award
Letter. You hereby agree to accept as binding, conclusive, and final all
decisions or interpretations of the Compensation Committee of the Board of
Directors or the Board of Directors on any questions arising under the Plan.
DATED: ___________________
By:
____________________________
Attested to by the Secretary of Eagle Broadband, Inc., as
adopted by the Board of Directors, effective as of the 11th
day of March 2003 (the "Effective Date").
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Christopher W. (Jim) Futer
Corporate Secretary