Common use of Non-Qualified Stock Options Clause in Contracts

Non-Qualified Stock Options. Immediately following the execution of this Agreement, the Company shall grant to Executive non-qualified stock options to purchase up to 750,000 shares of the Company's common stock (the "Executive Options") at an exercise price equal to the closing price for the Company's common stock as quoted in the over-the-counter market on the date of this Agreement. The Executive Options shall be exercisable for a term of five (5) years and shall be subject to the vesting requirements set forth below. The Executive Options will be granted from an authorized option pool of 5,000,000 shares of the Company's common stock under The 2000 Stock Option and Stock Award Plan. At the Executive's request, during the term of this Agreement, the exercise price of the Executive Options may be reduced to the then current market price twice during the exercise period, provided the market price of the Company's common stock closes at a price at or below the exercise price of the Executive Options for three consecutive trading days prior to the repricing. Any such repricing shall take place effective as of the date the Company receives written notice from Executive requesting such repricing and the exercise price of all unexercised Executive Options shall be reset to the closing price for the Company's common stock in the over-the- counter market (or any successor market) on such effective date. The Company shall file such registration statements and take such additional actions as may be required to provide Executive with registered shares upon his exercise of the Executive Options. The registration rights with respect to the Executive Options shall relate to a registration statement on Form S-8 or may be "piggybacked" onto any other registration statement filed by the Company, but in no event shall such registration rights be deemed "demand" registration rights. Notwithstanding any provision to the contrary contained herein, the Company shall not be required to register the sale of the shares upon the exercise of the Executive Options if, the Company's outside legal counsel is of the opinion that registration would be in violation of the applicable securities laws relating thereto. Vesting of the Executive Options shall be as follows: (i) 234,383 Executive Options shall vest on December 31, 2001; (ii) 15,625 Executive Options shall vest upon the completion of each of the nine consecutive months commencing January 31, 2002 and continuing through and including September 30, 2002, for a total vesting of 140,625 Executive Options at the end of such period; and (iii) 46,874 Executive Options shall vest at the end of each of eight calendar quarters commencing with the quarter ended December 31, 2000, subject to the achievement of the MBOs; provided, that none of such options shall be deemed to be fully vested until October 1, 2001, regardless of the achievement of quarterly MBOs prior to that date. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 14 of this Agreement), all unvested Executive Options shall vest immediately. In the event the Agreement is terminated prior to its expiration date by the Company or Executive, all unvested Executive Options shall terminate and be of no further force or effect upon the date of termination and all vested Executive options shall continue to be exercisable for a period of five (5) years following the date of termination.

Non-Qualified Stock Options. Immediately following 1. These Non-Qualified Stock Options for the execution number of this Agreement, the Company shall grant to Executive non-qualified stock options to purchase up to 750,000 shares of Common Stock indicated on the Company's common stock preceding page (the "Executive Non-Qualified Stock Options") at an are granted to you under and are governed by the terms and conditions of the Plan and this Grant Agreement. Your execution and return of the enclosed copy of page one of this Grant Agreement acknowledging receipt of the Non-Qualified Stock Options granted herewith constitutes your agreement to and acceptance of all terms and conditions of the Plan and this Grant Agreement. You also agree that you have read and understand this Grant Agreement. 2. You may exercise the Non-Qualified Stock Options granted pursuant to this Grant Agreement through (1) a cash payment in the amount of the full option exercise price equal to of the closing price for the Company's common stock shares being purchased (a "cash exercise"), (2) a payment in full shares of Common Stock having a Fair Market Value (as quoted defined in the over-the-counter market Plan) on the date of this Agreement. The Executive Options shall be exercisable for a term of five (5) years and shall be subject exercise equal to the vesting requirements set forth below. The Executive Options will be granted from an authorized full option pool of 5,000,000 shares of the Company's common stock under The 2000 Stock Option and Stock Award Plan. At the Executive's request, during the term of this Agreement, the exercise price of the Executive shares being purchased (a "share swap exercise"), or (3) a combination of the cash exercise and share swap exercise methods. Any exercise of these Non-Qualified Stock Options may shall be reduced by written notice to the then current market price twice during Company stating the exercise period, provided the market price number of the Company's common stock closes at a price at or below the exercise price shares of the Executive Options for three consecutive trading days prior Common Stock to the repricing. Any such repricing shall take place effective as of the date the Company receives written notice from Executive requesting such repricing be purchased and the exercise price method, accompanied with the payment, or proper proof of all unexercised Executive Options ownership if the share swap exercise method is used. You shall be reset to the closing price for the Company's common stock in the over-the- counter market (or any successor market) on such effective date. The Company shall file such registration statements and take such additional actions as may be required to provide Executive with registered shares upon his meet the tax withholding obligations arising from any exercise of Non-Qualified Stock Options. 3. As further consideration for the Executive OptionsNon-Qualified Stock Options granted to you hereunder, you must remain in the continuous employ of the Company or one or more of its subsidiaries from the Date of Grant to the date or dates the Non-Qualified Stock Options become exercisable as set forth on page one of this Grant Agreement before you will be entitled to exercise the Non-Qualified Stock Options granted. The registration rights Non-Qualified Stock Options you have been granted shall not in any event be exercisable after your termination of employment except for Retirement (defined as termination of employment at any age after 30 or more years, or at age 55 or older with respect to the Executive Options shall relate to a registration statement on Form S-8 or may be "piggybacked" onto any other registration statement filed by the Company, but in no event shall such registration rights be deemed "demand" registration rights. Notwithstanding any provision to the contrary contained herein, at least 10 years of continuous service with the Company shall not be required to register the sale of the shares upon the exercise of the Executive Options if, the Company's outside legal counsel is of the opinion that registration would be in violation of the applicable securities laws relating thereto. Vesting of the Executive Options shall be as follows: (i) 234,383 Executive Options shall vest on December 31, 2001; (ii) 15,625 Executive Options shall vest upon the completion of each of the nine consecutive months commencing January 31, 2002 and continuing through and including September 30, 2002, for a total vesting of 140,625 Executive Options at the end of such period; and (iii) 46,874 Executive Options shall vest at the end of each of eight calendar quarters commencing with the quarter ended December 31, 2000, subject to the achievement of the MBOs; provided, that none of such options shall be deemed to be fully vested until October 1, 2001, regardless of the achievement of quarterly MBOs prior to that date. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 14 of this Agreementits subsidiaries), all unvested Executive Options shall vest immediately. In the event the Agreement is terminated prior to its expiration date death, or Disability (defined as termination of employment while receiving benefits under a long-term disability income plan maintained by the Company or Executive, all unvested Executive Options shall terminate and be one of no further force or effect upon the date of termination and all vested Executive options shall continue to be exercisable for a period of five (5) years following the date of terminationits subsidiaries).

Non-Qualified Stock Options. Immediately following the execution of this Agreement, the Company shall grant to Executive non-qualified stock options to purchase up to 750,000 shares of the Company's common stock (the "Executive Options") at an exercise price equal to the closing price for the Company's common stock as quoted in the over-the-counter market on the date of this Agreement. The Executive Options shall be exercisable for a term of five (5) years and shall be subject to the vesting requirements set forth below. The Executive Options will be granted from an authorized option pool of 5,000,000 shares of the Company's common stock under The 2000 Stock Option and Stock Award Plan. At the Executive's request, during the term of this Agreement, the exercise price of the Executive Options may be reduced to the then current market price twice during the exercise period, provided the market price of the Company's common stock closes at a price at or below the exercise price of the Executive Options for three consecutive trading days prior to the repricing. Any such repricing shall take place effective as of the date the Company receives written notice from Executive requesting such repricing and the exercise price of all unexercised Executive Options shall be reset to the closing price for the Company's common stock in the over-the- the-counter market (or any successor market) on such effective date. The Company shall file such registration statements and take such additional actions as may be required to provide Executive with registered shares upon his exercise of the Executive Options. The registration rights with respect to the Executive Options shall relate to a registration statement on Form S-8 or may be "piggybacked" onto any other registration statement filed by the Company, but in no event shall such registration rights be deemed "demand" registration rights. Notwithstanding any provision to the contrary contained herein, the Company shall not be required to register the sale of the shares upon the exercise of the Executive Options if, the Company's outside legal counsel is of the opinion that registration would be in violation of the applicable securities laws relating thereto. Vesting of the Executive Options shall be as follows: (i) 234,383 Executive Options shall vest on December 31, 2001; (ii) 15,625 Executive Options shall vest upon the completion of each of the nine consecutive months commencing January 31, 2002 and continuing through and including September 30, 2002, for a total vesting of 140,625 Executive Options at the end of such period; and; (iii) 46,874 23,437 Executive Options shall vest at the end of each of eight calendar quarters commencing with the quarter ended December 31, 2000, subject to the achievement of the management business objectives ("MBOs") established with respect to each of such quarters by the Company's Board of Directors, which MBO's shall pertain to the Company's wireless reselling business and shall be based on economic or strategic goals similar to, and shall not be significantly more difficult to achieve than, the MBOs previously established for the President and Executive Vice President of Marketing with respect to the business of the Company at the time such MBOs were established; provided, that none of such options shall be deemed to be fully vested until October 1, 2001, regardless of the achievement of quarterly MBOs prior to that date; and (iv) 23,437 Executive Options shall vest at the end of each of eight calendar quarters commencing with the quarter ended December 31, 2000, subject to the achievement of the management business objectives ("MBOs") established with respect to each of such quarters by the Company's Board of Directors, which MBO's shall pertain to the business of the Company considered as whole and shall be based on economic or strategic goals similar to, and shall not be significantly more difficult to achieve than, the MBOs previously established for the President and Executive Vice President of Marketing with respect to the business of the Company at the time such MBOs were established; provided, that none of such options shall be deemed to be fully vested until October 1, 2001, regardless of the achievement of quarterly MBOs prior to that date. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 14 of this Agreement), all unvested Executive Options shall vest immediately. In the event the Agreement is terminated prior to its expiration date by the Company or Executive, all unvested Executive Options shall terminate and be of no further force or effect upon the date of termination and all vested Executive options shall continue to be exercisable for a period of five two (52) years following the date of termination.

Non-Qualified Stock Options. Immediately following A Non-Qualified Stock Option will expire in any event at the execution close of this Agreement, business at Company headquarters on the Company shall grant to Executive non-qualified stock options to purchase up to 750,000 shares day before the 10th anniversary of the Company's common stock (the "Executive Options") at an exercise price equal to the closing price for the Company's common stock as quoted in the overEffective Date. A Non-the-counter market on the date of this Agreement. The Executive Options shall be exercisable for a term of five (5) years and shall be subject to the vesting requirements set forth below. The Executive Options will be granted from an authorized option pool of 5,000,000 shares of the Company's common stock under The 2000 Qualified Stock Option and Stock Award Plan. At the Executive's request, during the term of this Agreement, the exercise price of the Executive Options may be reduced to the then current market price twice during the exercise period, provided the market price of the Company's common stock closes at a price at will expire earlier if your employment or below the exercise price of the Executive Options for three consecutive trading days prior to the repricing. Any such repricing shall take place effective service terminates as of the date the Company receives written notice from Executive requesting such repricing and the exercise price of all unexercised Executive Options shall be reset to the closing price for the Company's common stock in the over-the- counter market (or any successor market) on such effective date. The Company shall file such registration statements and take such additional actions as may be required to provide Executive with registered shares upon his exercise of the Executive Options. The registration rights with respect to the Executive Options shall relate to a registration statement on Form S-8 or may be "piggybacked" onto any other registration statement filed by the Company, but in no event shall such registration rights be deemed "demand" registration rights. Notwithstanding any provision to the contrary contained herein, the Company shall not be required to register the sale of the shares upon the exercise of the Executive Options if, the Company's outside legal counsel is of the opinion that registration would be in violation of the applicable securities laws relating thereto. Vesting of the Executive Options shall be described as follows: (i) 234,383 Executive Options shall vest If the Optionee's employment or service terminates for any reason, other than death, Permanent Disability or Cause, then the Non-Qualified Stock Option will expire at the close of business at Company headquarters on December 31the 90th day after the Optionee's termination date or, 2001if the Company has not consummated an initial underwritten public offering of its Common Stock pursuant to an effective registration statement filed under the Securities Act, three (3) years following the Optionee's termination of employment or service for any reason other than death, Permanent Disability or Cause; (ii) 15,625 Executive Options If Optionee's employment or service is terminated for Cause, then the Optionee shall vest upon immediately forfeit all rights to the completion of each of Non-Qualified Stock Option and the nine consecutive months commencing January 31, 2002 and continuing through and including September 30, 2002, for a total vesting of 140,625 Executive Options at the end of such period; andNon-qualified Stock Option shall immediately expire; (iii) 46,874 Executive Options shall vest If the Optionee's employment or service terminates because of death, then the Non-Qualified Stock Option will expire at the end close of each of eight calendar quarters commencing with business at Company headquarters on the quarter ended December 31, 2000, subject to the achievement of the MBOs; provided, that none of such options shall be deemed to be fully vested until October 1, 2001, regardless of the achievement of quarterly MBOs prior to that date. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 14 of this Agreement), all unvested Executive Options shall vest immediately. In the event the Agreement is terminated prior to its expiration date by the Company or Executive, all unvested Executive Options shall terminate and be of no further force or effect upon 12 months after the date of termination and all vested Executive options shall continue death or, if the Company has not consummated an initial underwritten public offering of its Common Stock pursuant to be exercisable for a period of five an effective registration statement filed under the Securities Act, three (53) years following the Optionee's termination of employment or service because of death; or (iv) If the Optionee's employment or service terminates because of Permanent Disability, then the Non-Qualified Stock Option will expire at the close of business at Company headquarters on the date 12 months after the optionee's termination date or, if the Company has not consummated an initial underwritten public offering of terminationits Common Stock pursuant to an effective registration statement filed under the Securities Act, three (3) years following the Optionee's termination of employment or service because of Permanent Disability.

Non-Qualified Stock Options. Immediately following the execution of this Agreement, the Company shall grant to Executive non-qualified stock options to purchase up to 750,000 shares of the Company's common stock (the "Executive Options") at an exercise price equal to the closing price for the Company's common stock as quoted in the over-the-counter market on the date of this Agreement. The Executive Options shall be exercisable for a term of five (5) years and shall be subject to the vesting requirements set forth below. The Executive Options will be granted from an authorized option pool of 5,000,000 shares of the Company's common stock under The 2000 Stock Option and Stock Award Plan. At the Executive's request, during the term of this Agreement, the exercise price of the Executive Options may be reduced to the then current market price twice during the exercise period, provided the market price of the Company's common stock closes at a price at or below the exercise price of the Executive Options for three consecutive trading days prior to the repricing. Any such repricing shall take place effective as of the date the Company receives written notice from Executive requesting such repricing and the exercise price of all unexercised Executive Options shall be reset to the closing price for the Company's common stock in the over-the- counter market (or any successor market) on such effective date. The Company shall file such registration statements and take such additional actions as may be required to provide Executive with registered shares upon his exercise of the Executive Options. The registration rights with respect to the Executive Options shall relate to a registration statement on Form S-8 or may be "piggybacked" onto any other registration statement filed by the Company, but in no event shall such registration rights be deemed "demand" registration rights. Notwithstanding any provision to the contrary contained herein, the Company shall not be required to register the sale of the shares upon the exercise of the Executive Options if, the Company's outside legal counsel is of the opinion that registration would be in violation of the applicable securities laws relating thereto. Vesting of the Executive Options shall be as follows: (i) 234,383 Executive Options shall vest on December 31, 2001; (ii) 15,625 Executive Options shall vest upon the completion of each of the nine consecutive months commencing January 31, 2002 and continuing through and including September 30, 2002, for a total vesting of 140,625 Executive Options at the end of such period; and; (iii) 46,874 23,437 Executive Options shall vest at the end of each of eight calendar quarters commencing with the quarter ended December 31, 2000, subject to the achievement of the management business objectives ("MBOs") established with respect to each of such quarters by the Company's Board of Directors, which MBO's shall pertain to the Company's wireless reselling business and shall be based on economic or strategic goals similar to, and shall not be significantly more difficult to achieve than, the MBOs previously established for the President and Executive Vice President of Marketing with respect to the business of the Company at the time such MBOs were established; provided, that none of such options shall be deemed to be fully vested until October 1, 2001, regardless of the achievement of quarterly MBOs prior to that date; and (iv) 23,437 Executive Options shall vest at the end of each of eight calendar quarters commencing with the quarter ended December 31, 2000, subject to the achievement of the management business objectives ("MBOs") established with respect to each of such quarters by the Company's Board of Directors, which MBO's shall pertain to the business of the Company considered as whole and shall be based on economic or strategic goals similar to, and shall not be significantly more difficult to achieve than, the MBOs previously established for the President and Executive Vice President of Marketing with respect to the business of the Company at the time such MBOs were established; provided, that none of such options shall be deemed to be fully vested until October 1, 2001, regardless of the achievement of quarterly MBOs prior to that date. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 14 of this Agreement), all unvested Executive Options shall vest immediately. In the event the Agreement is terminated prior to its expiration date by the Company or Executive, all unvested Executive Options shall terminate and be of no further force or effect upon the date of termination and all vested Executive options shall continue to be exercisable for a period of five two (52) years following the date of termination.