INCENTIVE STOCK OPTION AGREEMENT (Long Term Incentive Plan)

Exhibit 99.5

(Long Term Incentive Plan)

This Incentive Stock Option Agreement (“Agreement”) is entered into effective as of «date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «name» (“Employee”).

RECITAL

WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Option Plan”) and its Long-Term Incentive Plan (the “Long Term Plan”), desires to grant this stock option to Employee, and Employee desires to accept such stock option, each under the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Grant of Option

The Company hereby grants to Employee, as of the date set forth above, the right and option (hereinafter called “the Option”) to purchase all or any part of an aggregate of «Shares» shares of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”), at the price of «Price» per share (the “Option Price”), on the terms and conditions set forth herein, which price was equal to or greater than the fair market value of a Common Share on the date of grant. The Option Price is subject to adjustment as provided in this Agreement, the Option Plan and the Long Term Plan. This Option is intended to be an incentive stock option (an “ISO”) within the meaning of the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”).

Employee understands that to the extent that the aggregate fair market value (determined at the time the Option was granted) of the Common Shares with respect to which all options (that are ISOs within the meaning of the Code) are exercisable for the first time by Employee during any calendar year exceeds $100,000, in accordance with Section 422(d) of the Code, such options shall be treated as options that do not qualify as ISOs.

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Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.

2. Duration and Exercisability

(a) Subject to the terms and conditions set forth herein, this Option shall vest in cumulative installments as follows:


	Cumulative percentage
On or after each of	of Common Shares in
the following dates	which Option vests
<<Issue Date + 1 year>>		20	%
<<Issue Date + 2 years>>		20	%
<<Issue Date + 3 years>>		20	%
<<Issue Date + 4 years>>		20	%
<<Issue Date + 5 years>>		20	%

Notwithstanding the foregoing vesting schedule, no portion of the Option shall be exercisable unless and until the Company achieves its long term goal (the “Long Term Goal”), as provided in Section 2(f) hereof.

(b) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board of Directors (or the Compensation Committee), in its/their sole discretion, specifically waive(s) applicability of this provision.

(c) Notwithstanding anything to the contrary contained herein, the Option will terminate and be lost forever as of ten (10) years after the date of grant.

(d) It is intended that this Option will qualify as an ISO pursuant to the Code. The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the Option. Additionally, the Company assumes no responsibility in the event that this Option, or the tax treatment related thereto, is ultimately other than the tax treatment currently afforded for ISOs, whether such differing treatment is the result of changes in the tax laws, a disqualifying disposition by Employee, or for any other reason. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is necessary or appropriate to collect federal, state or local taxes in connection with the exercise

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of any portion of this Option, the Company shall be entitled to require the payment of such amounts as a condition to exercise.

(e) In considering the exercise of this Option, Employee should use the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guaranties are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of exercise of the Option, on file with the United States Securities and Exchange Commission relating to the Option Plan. ***

3. Effect of Termination of Employment; Death or Disability; Demotion

(a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall have the right to exercise the Option at any time within one (1) month after such termination of employment, to the extent of the full number of Common Shares Employee was entitled to exercise under the Option on the date of termination, subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable (whether vested or unvested) after the expiration of the term of the Option. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

(b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, *** , the Option shall be terminated and cannot be exercised, as of the date of the misconduct or violation. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

(c) If Employee shall die while in the employ of Company or a subsidiary, or within one (1) month after termination of employment for any reason other than serious misconduct, or if employment is terminated because Employee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, and Employee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12)

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months after Employee’s death or date of termination of employment for disability by Employee, personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares the Employee was entitled to purchase under the Option on the date of death, termination of employment, if earlier, or date of termination for such disability and subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable after the expiration of the term of the Option.

(d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., senior executive, vice president, director, manager, or other level held by Employee on the date of this Agreement), this Option shall continue in force, until otherwise terminated, with respect to the portion of the Option in which Employee is vested on the date of demotion, and any portion of the Option not vested on or prior to the date of demotion shall forever terminate as of the date of demotion.

4. Manner of Exercise

(a) The Option can be exercised only by Employee or other proper party, in whole Common Shares, by delivering within the Option period written notice in person or by certified mail to the Company at its principal office in the form to be provided by the Company at the time Employee desires to exercise. All notices to the Company shall be addressed to it at its office at 0000 Xxxxx Xxxxx Xx Xxxxx, Xxxxxxxxx, Xxxxxxxx, 00000, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to exercise of this Option), and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this Option shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

(b) Employee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check.

(c) Unless notified by the Company to the contrary, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite

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events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction, that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.

(d) The certificate or certificates for the Common Shares as to which this Option shall be exercised may be registered only in the name of the Employee (or if the Employee so requests in the notice exercising this Option, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to exercise shall designate).

5. *** Protection of Confidential Information ***

(c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties here to agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

6. Miscellaneous

(a) This Option is issued pursuant to the Option Plan and the Long Term Plan, and is subject to their terms. The terms of the Option Plan and the Long Term Plan are available for inspection during normal business hours at the principal offices of the Company.

(b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any

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time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to this Option until such shares shall have been issued to Employee upon exercise of this Option.

(c) The exercise of all or any parts of this Option shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such exercise will not violate any state or federal securities or other laws.

(d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Option shall then be exercised and not yet expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board of Directors and/or the Compensation Committee, at its/their discretion, in order to prevent dilution or enlargement of Employee’s rights under this Option. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares and the price per share subject to the outstanding Option. Notwithstanding the above, in no event shall action be taken which would modify the treatment of this Option under the Code without the agreement of the Company and the Employee.

(e) The Company shall at all times during the term of this Option reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares purchasable upon the exercise of this Option under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither this Option nor the Common Shares subject thereto and issuable upon the exercise thereof will be registered under the Securities Act, or tradable on any securities exchange, and the Employee represents that this Option is being acquired, and that such Common Shares which will be acquired pursuant to the exercise of this Option will be acquired, by the Employee for investment and not with a view to distribution thereof.

In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock purchased upon the exercise of this Option, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or other Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant

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to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

(f) If Employee shall dispose of any of the Common Shares of the Company acquired by Employee pursuant to the exercise of this Option within two (2) years from the date this Option was granted or within one (1) year after the transfer of any such shares to Employee upon exercise of this Option, then, in order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it under the circumstances, Employee shall promptly notify the Company of the dates of acquisition and disposition of such shares, the number of shares so disposed of, and the consideration, if any, received for such shares. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure: (i) notice to the Company of any disposition of the Common Shares of the Company within the time periods described above; and (ii) that, if necessary, all applicable federal or state payroll, withholding, income or other taxes are withheld or collected from Employee.

(g) The holder of this Option will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to this Option until such Common Shares shall have been issued to the Employee, upon the exercise of this Option and the consummation of the purchase of such Common Shares (as evidenced by the records of the transfer agent of the Company).

(h) Employee agrees to treat with confidentiality the existence, terms and conditions of this Option, and agrees that failure to do so may result in immediate termination of this Option.

(i) This agreement shall be construed by and governed in accordance with the laws of the State of Colorado, without regard to its choice of law provisions. The federal and state courts located in the State of Colorado shall have exclusive jurisdiction to hear and determine any claims, disputes, actions or suits which may arise under or out of this Agreement. The parties voluntarily consent to the personal jurisdiction of, and waive any objection as to venue in, such courts for such purposes.

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IN WITNESS WHEREOF, the parties hereto have signed this Incentive Stock Option Agreement to be effective as of the date first written above.


		ECHOSTAR COMMUNICATIONS CORPORATION

		By:

		Xxxxxxx X. Xxxxx, Chief Executive Officer


		EMPLOYEE - «name»



		Signature of Employee



		Street Address



		City State Zip Code





		Social Security Number

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1999 STOCK INCENTIVE PLAN

Explanation of Beneficiary Designation

The 1999 Stock Incentive Plan provides that although an option is exercisable during the optionee’s lifetime only by him or her, an option may be exercised after the death of any optionee (if it has not otherwise terminated or been exercised in full) by the person whom the optionee shall have designated as Beneficiary or, if no designation has been made, by the person to whom the optionee’s rights shall have passed by Will or the laws of descent and distribution. (Note: An option is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to the option. Since the individual circumstances of each optionee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Stock Option Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Optioned Shares evidenced by the accompanying Stock Option Agreement and only until you exercise the option as to those shares. It does not apply to any future option since a separate election is made with each option that may be granted; nor will it apply to any shares as to which you exercise the option. If you wish to change a Beneficiary on any option, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

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INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (STOCK OPTIONS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Xxxx X. Xxx, not Xxx. Xxxx X. Xxx.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.


For one Beneficiary, with surviving unnamed children as contingent Beneficiaries.		“Xxxx X. Xxx, wife, if she survives me, otherwise to my surviving children.”

For one Beneficiary, with two named contingent Beneficiaries.		“Xxxx X. Xxx, wife, if she survives me, otherwise Xxxx X. and Xxxxxxxxx X. Xxx, parents, equally or the survivor.”

For two Beneficiaries, with surviving unnamed children as contingent Beneficiaries.		“Xxxx X. and Xxxxxxxxx X. Xxx, parents, equally or the survivor, but if neither survives me, to my surviving children.”

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Note: The relationship should always be shown after the name of the Beneficiary.

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DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign


				I do not wish to designate a Beneficiary at this time; it is my desire that any right to exercise this option after my death pass by my Will or the laws of descent and distribution to my Successor(s)


		In the event of my death it is my desire that any right to exercise this option pass to the following Beneficiary(ies):

		Name Relationship Address





		(If more than one Beneficiary is named, the Beneficiaries shall share equally in the rights unless otherwise stated above.)

		Unless otherwise expressly provided, if any Beneficiary above-designated predeceases Optionee, any rights shall pass equally to the remaining designated Beneficiary(ies), if any, who survive the Optionee, but if no designated Beneficiary survives Optionee, any rights shall pass to Optionee’s estate.

		Optionee may change the above designation(s) by filing written notice with the Company.

		The designation herein is subject to all the terms and conditions of the Option Plan and all applicable laws, rules and regulations. In addition, the Company may require an indemnity and/or other assurances from the Beneficiary(ies) or Successor(s) in connection with the exercise of any rights by such Beneficiary(ies) or Successor(s) under this option.



Date				Signature of Optionee

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INCENTIVE STOCK OPTION AGREEMENT (Long Term Incentive Plan)

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