EXHIBIT 7
1998-OP5/A
Xxxxxxxxx X. Xxxxx
Optionee
THIS AGREEMENT SUPERSEDES AND RENDERS NULL AND VOID A PRIOR INCENTIVE STOCK
OPTION AGREEMENT BETWEEN THE PARTIES MADE AS OF DECEMBER 8, 1998.
VDC COMMUNICATIONS, INC.
------------------------
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE VDC COMMUNICATIONS, INC.
1998 STOCK INCENTIVE PLAN, AS AMENDED (the "Plan")
This Agreement is made as of October 1, 1999, (the "Grant
Date") by and between VDC Communications, Inc., a Delaware corporation (the
"Corporation") and Xxxxxxxxx X. Xxxxx (the "Optionee").
WHEREAS, Optionee is an employee of the Corporation or one of
its subsidiaries and the Corporation, in December 1998, considered it desirable
and in its best interest that Optionee be given an inducement to acquire a
proprietary interest in the Corporation and an incentive to advance the
interests of the Corporation and granted the Optionee an option to purchase
shares of common stock of the Corporation (the "Common Stock"); and
WHEREAS, the parties entered into an Incentive Stock Option
Agreement dated December 8, 1998 (the "December Option Agreement") representing
an option to purchase 200,000 shares of Corporation Common Stock (the "December
Option");
WHEREAS, the Board of Directors of the Corporation has
repriced the per share exercise price for the shares subject to the December
Option; and
WHEREAS, the parties wish to enter into a new agreement that
reflects the new exercise price, and supersedes and renders null and void the
December Option Agreement and the December Option.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree that as of the Grant Date, the Corporation hereby grants
Optionee an option to purchase from it, upon the terms and conditions set forth
in the Plan (a copy of which is attached hereto) and this Agreement, that number
of shares of the authorized and unissued Common Stock of the Corporation as is
set forth on Schedule A hereto.
1. Terms of Stock Option. The option to purchase Common
Stock granted herein is subject to the terms, conditions, and covenants set
forth in the Plan as well as the following:
(a) This option shall constitute an Incentive
Stock Option which is intended to qualify
under Section 422 of the Internal Revenue
Code of 1986, as amended;
(b) The per share exercise price for the shares
subject to this option shall be higher than
110% of the Fair Market Value (as defined in
the Plan) of the Common Stock on the Grant
Date, which exercise price is set forth on
Schedule A hereto;
(c) This option shall vest in accordance with
the vesting schedule set forth on Schedule A
hereto; and
(d) No portion of this option may be exercised
more than five (5) years from December 8,
1998.
2. Payment of Exercise Price. The option may be
exercised, in part or in whole, only by written request to the Corporation
accompanied by payment of the exercise price in full either: (i) in cash for
the shares with respect to which it is exercised; (ii) by delivering to the
Corporation a notice of exercise with an irrevocable direction to a
broker-dealer registered under the Securities Exchange Act of 1934, as amended,
to sell a sufficient portion of the shares and deliver the sale proceeds
directly to the Corporation to pay the exercise price; (iii) in the discretion
of the Plan Administrator, through the delivery to the Corporation of
previously-owned shares of Common Stock having an aggregate Fair Market Value
equal to the option exercise price of the shares being purchased pursuant to
the exercise of the Option; provided, however, that shares of Common Stock
delivered in payment of the option price must have been held by the Optionee for
at least six (6) months in order to be utilized to pay the option price; (iv) in
the discretion of the Plan Administrator, through an election to have shares
of Common Stock otherwise issuable to the Optionee withheld to pay the exercise
price of such Option; or (v) in the discretion of the Plan Administrator,
through any combination of the payment procedures set forth in Subsections (i) -
(iv) of this paragraph.
3. Miscellaneous.
(a) This Agreement and the option represented
hereby may not be assigned or transferred in
any manner except by will or by the laws of
descent and distribution.
(b) This Agreement will be governed and
interpreted in accordance with the laws of
the State of Connecticut, and may be
executed in more than one counterpart, each
of which shall constitute an original
document.
(c) No alterations, amendments, changes or
additions to this agreement will be binding
upon either the Corporation or Optionee
unless reduced to writing and signed by both
parties.
(d) All controversies or claims arising out of
this Agreement shall be determined by
binding arbitration, conducted at the
Corporation's offices in Greenwich,
Connecticut, or at such other location
designated by the Corporation, before the
American Arbitration Association (the
"AAA").
(e) No rule of construction requiring
interpretation against the drafting party
shall apply to the interpretation of this
Agreement.
(f) This Agreement supersedes and renders null
and void the December Option Agreement and
the December Option.
(g) The recitals to this Agreement constitute a
part of this Agreement.
(h) If any provision of this Agreement is held
to be invalid, the remaining provisions
shall remain in full force and effect.
In witness whereof, the parties have executed this Agreement
as of the Grant Date.
CORPORATION:
VDC COMMUNICATIONS, INC.
By:/s/ Xxxxxxxxx X. Xxxxx
---------------------------
Xxxxxxxxx X. Xxxxx
Chief Executive Officer
OPTIONEE:
/s/ Xxxxxxxxx X. Xxxxx
------------------------------
Xxxxxxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxx
Optionee
Schedule A
1. Grant Date: October 1, 1999
2. Number of Shares of Common Stock covered by the Option: 200,000
3. Exercise Price (higher than 110% of Fair Market Value of Common Stock
on the Grant Date): $1.38
4. The Option shall vest in accordance with the following schedule:
(i) 40,000 shares shall vest on December 8, 1999, provided
Optionee remains continuously employed by the Corporation from
December 8, 1998 through December 7, 1999;
(ii) 40,000 shares shall vest on December 8, 2000, provided
Optionee remains continuously employed by the Corporation
from December 8, 1998 through December 7, 2000;
(iii) 40,000 shares shall vest on December 8, 2001, provided
Optionee remains continuously employed by the Corporation from
December 8, 1998 through December 7, 2001;
(iv) 40,000 shares shall vest on December 8, 2002, provided
Optionee remains continuously employed by the Corporation from
December 8, 1998 through December 7, 2002; and
(v) 40,000 shares shall vest on December 8, 2003, provided
Optionee remains continuously employed by the Corporation from
December 8, 1998 through December 7, 2003.
