GEOEYE, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Exhibit
99.2
2006 OMNIBUS STOCK AND PERFORMANCE INCENTIVE PLAN
STOCK OPTION GRANT NOTICE AND
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
GeoEye, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Omnibus Stock and
Performance Incentive Plan (the “Plan”), hereby grants to the holder listed below (the
“Participant”), an option to purchase the number of shares of the Company’s common stock, par value
$0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and
conditions set forth herein and in the Stock Option Agreement attached hereto as Appendix A
(the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in
this Grant Notice and the Stock Option Agreement.
Participant: |
||
Grant Date: |
||
Exercise Price per Share: |
$ | |
Total Exercise Price: |
$ | |
Total Number of Shares |
||
Subject to the Option: |
shares of Stock | |
Expiration Date: |
||
Type of Option:
|
Non-Qualified Stock Option | |
Vesting Schedule:
|
Except as otherwise set forth in the Stock Option Agreement, the Option shall vest and become exercisable in four equal annual installments, with 25% of shares of Stock subject to the Option as of the Date of Grant vesting and becoming exercisable on each of the first, second, third and fourth anniversaries of the Grant Date, subject to the Participant continuing to be a Service Provider through the applicable vesting date. |
By his or her signature, the Participant agrees to be bound by the terms and conditions of the
Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock
Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Grant Notice and fully understands all
provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Plan or relating to the Option.
| GEOEYE, INC. | PARTICIPANT | |||||
By:
|
By: | |||||
Print Name:
|
Print Name: | |||||
Title: |
||||||
Address:
|
Address: | |||||
Appendix A
TO STOCK OPTION GRANT NOTICE
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option
Agreement (this “Agreement”) is attached, GeoEye, Inc., a Delaware corporation (the “Company”), has
granted to the Participant an option under the Company’s 2006 Omnibus Stock and Performance
Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant
Notice.
ARTICLE I.
GENERAL
1.1 Defined Terms. Wherever the following terms are used in this Agreement they
shall have the meanings specified below, unless the context clearly indicates otherwise.
Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and
the Grant Notice.
(a) “Cause” shall mean (i) the commission of any felony or any crime involving moral turpitude
or dishonesty; (ii) participation in a fraud or act of dishonesty against the Company or its
Subsidiaries; (iii) the willful breach or gross negligence of the Company’s policies; (iv)
intentional damage to the Company’s or any of its Subsidiary’s property; (v) the Participant’s
failure or refusal in a material respect to follow the reasonable policies or directions of the
Company as specified by the Board after being provided with notice of such failure and an
opportunity to cure within seven days of receipt of such notice; (vi) any other act or omission
which subjects the Company or its Subsidiaries to substantial public disrespect, scandal or
ridicule or (vii) the Participant’s failure to carry out the duties of his or her position after
being provided with notice of such failure and a reasonable opportunity to cure. Disability shall
not constitute Cause. Notwithstanding the foregoing, if the Participant is a party to an
employment agreement with the Company or any of its Subsidiaries that contains a definition of
“Cause,” then “Cause” shall have the definition used in such employment agreement.
(b) “Disability” shall mean a disability that prevents the Participant from substantially
performing his or her duties as an employee, director or consultant of the Company or its
Subsidiaries for a period of at least 45 consecutive days or 90 non-consecutive days within any
365-day period.
(c) “Retirement” shall mean a Termination of Service after attaining age 65.
(d) “Service Provider” shall mean an Employee, Director or Consultant.
(e) “Termination of Service” shall mean the date a Participant ceases to be a Service
Provider.
1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions
of the Plan which are incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.
A-1
ARTICLE II.
GRANT OF OPTION
2.1 Grant of Option. In consideration of the Participant’s past and/or continued
employment with or service to the Company or a Subsidiary and for other good and valuable
consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the
Company grants to the Participant the Option to purchase any part or all of an aggregate of the
number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in
the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant
Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.
2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option
shall be as set forth in the Grant Notice, without commission or other charge; provided, however,
that the price per share of the shares of Stock subject to the Option shall not be less than 100%
of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if
this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning
of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of
the Company (each within the meaning of Section 424 of the Code), the price per share of the shares
of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of
Stock on the Grant Date.
2.3 Consideration to the Company. In consideration of the grant of the Option by the
Company, the Participant agrees to render faithful and efficient services to the Company or any
Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to
continue in the employ or service of the Company or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby
expressly reserved, to discharge or terminate the services of the Participant at any time for any
reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a
written agreement between the Company or a Subsidiary and the Participant.
ARTICLE III.
PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability.
(a) Subject to Sections 3.2, 3.3 and 5.8, the Option shall become vested and exercisable in
such amounts and at such times as are set forth in the Grant Notice.
(b) No portion of the Option which has not become vested and exercisable at the date of the
Participant’s Termination of Service shall thereafter become vested and exercisable, except as may
be otherwise provided by the Committee or as set forth in a written agreement between the Company
and the Participant.
(c) Notwithstanding Sections 3.1(a) and 3.1(b), pursuant to Section 10 of the Plan, the Option
shall become fully vested and exercisable in the event of a Change of Control, in connection with
which the successor corporation does not assume the Option or substitute an equivalent right for
the Option. Should the successor corporation assume the Option or substitute an equivalent right,
then no such acceleration shall apply; provided, however, such assumed Option or substitute right
may become
A-2
vested and exercisable pursuant to the terms of the GeoEye, Inc. Key Employee Change in
Control Severance Plan, to the extent applicable.
3.2 Duration of Exercisability. The installments provided for in the vesting schedule
set forth in the Grant Notice are cumulative. Each such installment which becomes vested and
exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and
exercisable until it becomes unexercisable under Section 3.3.
3.3 Expiration of Option. The Option may not be exercised to any extent by anyone
after the first to occur of the following events:
(a) The expiration of eight years from the Grant Date;
(b) If this Option is designated as an Incentive Stock Option and the Participant owned
(within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than
10% of the total combined voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each within the meaning of
Section 424 of the Code), the expiration of five years from the Grant Date;
(c) The expiration of three months from the date of the Participant’s Termination of Service,
unless such termination occurs by reason of the Participant’s death, Disability or Retirement; or
(d) The expiration of three years from the date of the Participant’s Termination of Service by
reason of the Participant’s death, Disability or Retirement.
Nothwithstanding the foregoing, upon a Termination of Service of the Participant for Cause,
all outstanding options, whether vested or not vested, shall terminate as of the effective date of
the Termination of Service and may not be exercised thereafter. The Participant acknowledges that
an Incentive Stock Option exercised more that three months after the Participant’s Termination of
Service as an Employee, other than by reason of death or Disability, will be taxed as a
Non-Qualified Stock Option.
3.4 Special Tax Consequences. The Participant acknowledges that, to the extent that
the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the
first time by the Participant in any calendar year exceeds $100,000, the Option and such other
options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations
imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set
forth in the preceding sentence shall be applied by taking the Option and other “incentive stock
options” into account in the order in which they were granted, as determined under Section 422(d)
of the Code and the Treasury Regulations thereunder.
ARTICLE IV.
EXERCISE OF OPTION
4.1 Person Eligible to Exercise. During the lifetime of the Participant, only
the Participant may exercise the Option or any portion thereof. After the death of the
Participant, any exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3, be exercised by the Participant’s personal representative or by
any person empowered to do so under the deceased the Participant’s will or under the then
applicable laws of descent and distribution.
A-3
4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior to the time when
the Option or portion thereof becomes unexercisable under Section 3.3.
4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of the Company (or any third party administrator or
other person or entity designated by the Company) of all of the following prior to the time when
the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) An Exercise Notice in a form specified by the Committee, stating that the Option or
portion thereof is thereby exercised, such notice complying with all applicable rules established
by the Committee;
(b) The receipt by the Company of full payment for the shares of Stock with respect to which
the Option or portion thereof is exercised, including payment of any applicable withholding tax,
which may be in one or more of the forms of consideration permitted under Section 4.4;
(c) Any other written representations as may be required in the Committee’s reasonable
discretion to evidence compliance with the Securities Act of 1933, as amended (the “Securities
Act”) or any other applicable law rule, or regulation; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by
any person or persons other than the Participant, appropriate proof of the right of such person or
persons to exercise the Option.
Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of
the manner of exercise, which conditions may vary by country and which may be subject to change
from time to time.
4.4 Method of Payment. Payment of the exercise price shall be by any of the
following, or a combination thereof, at the election of the Participant:
(a) Cash;
(b) Check;
(c) With the consent of the Committee, delivery of a notice that the Participant has placed a
market sell order with a broker with respect to shares of Stock then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of
such proceeds is then made to the Company upon settlement of such sale;
(d) With the consent of the Committee, surrender of other shares of Stock which (A) in the
case of shares of Stock acquired from the Company, have been owned by the Participant for more than
six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the shares of Stock with respect to which the Option or
portion thereof is being exercised; or
(e) With the consent of the Committee, surrendered shares of Stock issuable upon the exercise
of the Option having a Fair Market Value on the date of exercise equal to the aggregate
A-4
exercise price of the shares of Stock with respect to which the Option or portion thereof is
being exercised.
4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable
upon the exercise of the Option, or any portion thereof, may be either previously authorized but
unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company.
Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof
prior to fulfillment of all of the following conditions:
(a) The admission of such shares of Stock to listing on all stock exchanges on which such
Stock is then listed;
(b) The completion of any registration or other qualification of such shares of Stock under
any state or federal law or under rulings or regulations of the Securities and Exchange Commission
or of any other governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee shall, in its absolute discretion, determine to be necessary or
advisable;
(d) The receipt by the Company of full payment for such shares of Stock, including payment of
any applicable withholding tax, which may be in one or more of the forms of consideration permitted
under Section 4.4; and
(e) The lapse of such reasonable period of time following the exercise of the Option as the
Committee may from time to time establish for reasons of administrative convenience.
4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the
rights or privileges of, a stockholder of the Company in respect of any shares of Stock purchasable
upon the exercise of any part of the Option unless and until such shares of Stock shall have been
issued by the Company to such holder (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a
dividend or other right for which the record date is prior to the date the shares of Stock are
issued.
ARTICLE V.
OTHER PROVISIONS
5.1 Administration. The Committee shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee in good faith shall be final
and binding upon the Participant, the Company and all other interested persons. No member of the
Committee or the Board shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan, this Agreement or the Option.
5.2 Option Not Transferable. The Option may not be sold, pledged, assigned or
transferred in any manner other than by will or the laws of descent and distribution, unless and
until the shares of Stock underlying the Option have been issued, and all restrictions applicable
to such shares of Stock have
A-5
lapsed. Neither the Option nor any interest or right therein shall be liable for the debts,
contracts or engagements of the Participant or his or her successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or
any other means whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence.
5.3 Adjustments. The Participant acknowledges that the Option is subject to
modification and termination in certain events as provided in this Agreement and Section 17 of the
Plan.
5.4 Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company at the address given
beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be
given to Participant shall be addressed to Participant at the address given beneath Participant’s
signature on the Grant Notice. By a notice given pursuant to this Section 5.4, either party may
hereafter designate a different address for notices to be given to that party. Any notice which is
required to be given to Participant shall, if Participant is then deceased, be given to the person
entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section
5.4. Any notice shall be deemed duly given when sent via email or when sent by certified mail
(return receipt requested) and deposited (with postage prepaid) in a post office or branch post
office regularly maintained by the United States Postal Service.
5.5 Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
5.6 Governing Law. The laws of the State of Delaware shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this Agreement regardless of
the law that might be applied under principles of conflicts of laws.
5.7 Conformity to Securities Laws. The Participant acknowledges that the Plan and
this Agreement are intended to conform to the extent necessary with all provisions of the
Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any and
all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and
state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan
shall be administered, and the Option is granted and may be exercised, only in such a manner as to
conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan
and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules
and regulations.
5.8 Amendments, Suspension and Termination. To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any
time or from time to time by the Committee or the Board, provided, that, except as may otherwise be
provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall
adversely effect the Option in any material way without the prior written consent of the
Participant.
5.9 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in
Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors,
administrators, successors and assigns.
A-6
5.10 Notification of Disposition. If this Option is designated as an Incentive Stock
Option, Participant shall give prompt notice to the Company of any disposition or other transfer of
any shares of Stock acquired under this Agreement if such disposition or transfer is made (a)
within two years from the Grant Date with respect to such shares of Stock or (b) within one year
after the transfer of such shares of Stock to him. Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property, assumption of
indebtedness or other consideration, by Participant in such disposition or other transfer.
5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange
Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.
5.12 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall
confer upon the Participant any right to continue to serve as an employee or other service provider
of the Company or any of its Subsidiaries.
5.13 Entire Agreement. The Plan, the Grant Notice, this Agreement (including all
Exhibits thereto) and the GeoEye Inc. Key Employee Change in Control Severance Plan, as applicable,
constitute the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter
hereof.
5.14 Section 409A. Notwithstanding any other provision of the Plan, this Agreement or
the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance
with, and incorporate the terms and conditions required by, Section 409A of the U.S. Internal
Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other
interpretive guidance issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the date hereof, “Section 409A”). The Committee may, in its
discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or
take any other actions, as the Committee determines are necessary or appropriate to comply with the
requirements of Section 409A.
5.15 Agreement Severable. In the event that any provision of this Agreement is held
invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceablity will not be construed to have any effect on, the remaining provisions of this
Agreement.
* * * * *
A-7
