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EXHIBIT 10.8
FORM OF STOCK OPTION GRANT AGREEMENT
THIS STOCK OPTION GRANT AGREEMENT, dated as of the day of , 199 ,
between SignalSoft Corporation, a Delaware corporation (the "Company"), and ,
(the "Option Holder").
The Company desires, by affording the Option Holder an opportunity for
investment in shares of its common stock (the "Common Stock"), to further the
objectives of the Company's Non-Qualified Stock Option Plan, a copy of which is
attached hereto as Exhibit A (the "Plan" or the "NSO Plan"), by providing a
special incentive to the Option Holder to continue his or her services to the
Company and to increase his or her efforts on behalf of the Company. (Terms
capitalized but not defined herein are used as defined in the Plan.)
The parties, in consideration of the mutual covenants herein set forth,
agree as follows:
1. Form of Stock Option. Upon the terms and subject to the conditions
hereof, the Company hereby grants to the Option Holder, as a matter of separate
agreement and not in lieu of salary or any other compensation for services, the
right and option (the "Option") to purchase up to an aggregate of shares of its
Common Stock (the "Optioned Shares") pursuant to the Plan.
2. Stock Option Price and Grant Date. The purchase (or "exercise")
price of the Optioned Shares shall be $ per share (the "Stock Option Price").
The date of the grant of the Option is (the "Date of Grant").
3. Manner of Exercise.
(a) Vesting: Subject to the terms and conditions hereof and the
terms of the Plan, the Option shall become exercisable as to twenty-four percent
(24%) of the original number of Optioned Shares on the first anniversary of the
"Vesting Start Date"), and an additional two percent (2%) of the original number
of Optioned Shares on the last day of every month thereafter until fully vested
after fifty (50) months from the Vesting Start Date (or sooner as may be
otherwise provided by valid action of the Company pursuant to the Plan).
(b) Term and Notice of Exercise: Subject to the above, the Option
may be exercised thereafter at any time and from time to time on or before the
day preceding the tenth anniversary of the Date of Grant (the "Option Period")
by written notice to the Company, which notice (a) shall state the election to
exercise the Option and the number of shares as to which the Option is then
being exercised; (b) shall be accompanied by payment in full of the Stock Option
Price of said shares; and (c) shall be signed by
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the person(s) so exercising the Option and, in the event that the Option is
being exercised by any person(s) other than the Option Holder, shall be
accompanied by appropriate proof of the right of such person(s) to exercise the
Option as provided in the Plan. Payment of the Stock Option Price may be made in
cash on the date of exercise, or, at the sole discretion of the Board or the
Committee as defined in the Plan, according to a deferred payment or other
arrangement (which may include, without limiting the generality of the
foregoing, the use of other Common Stock).
(c) Withholding: In any event, the Company may withhold the
issuance of the Common Stock until the Option Holder provides the Company with
cash equal to the federal and state income taxes, if any, which the Company is
required to withhold in connection with the exercise of the Option. At the sole
discretion of the Board or the Committee at that time, the Option Holder may be
permitted to satisfy any withholding obligation by transferring to the Company
Common Stock or by having Common Stock withheld from the Common Stock otherwise
issuable upon exercise of this Option, with a fair market value (as determined
by the Board) on the date that the amount of tax is to be withheld equal to the
amount the Company is required to withhold in connection with the exercise of
the Option.
(d) Subsequent Tax Liability: Federal and state income tax
liability resulting from the ultimate disposition of the stock purchased
pursuant to the Option shall be the sole responsibility of the Option Holder.
(e) Issuance of Stock: Within a reasonable time from the date of
receipt by the Company of the foregoing notice and all required payments and
other documentation, a certificate or certificates for the shares as to which
the Option shall have been so exercised, registered in the name of the person(s)
so exercising the Option and, if deemed necessary by counsel to the Company,
legended to evidence any commitments given or restrictions imposed pursuant to
paragraph 7 hereof or otherwise, shall be issued by the Company and delivered to
such person(s). All shares issued as provided herein will be fully paid and
non-assessable.
4. Rights of Option Holder. The Option Holder shall have none of the
rights of a stockholder with respect to any Common Stock subject to the Option
until such shares shall be issued to such Option Holder upon the exercise of the
Option.
5. Transferability. The Option shall not be transferable by the Option
Holder otherwise than by will or by the laws of descent and distribution, and
the Option may be exercised during the Option Holder's lifetime only by the
Option Holder (or, in the event of the Option Holder's disability or incapacity,
by his or her guardian or legal representative). Without limiting the generality
of the foregoing, the Option may not be assigned,
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transferred, pledged, or hypothecated (whether by operation of law or otherwise)
and shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition of
the Option contrary to the provisions hereof, or the levy of any attachment or
similar process upon the Option, may, at the election of the Board or the
Committee, cause the Option to terminate forthwith and to be thereafter null and
void and of no force or effect.
6. Exercise After Termination of Employment, Death, or Disability.
(a) Termination of Employment: In the event that the Option Holder's
employment with the Company is terminated within the Option Period for any
reason other than the death or disability of the Option Holder, the Option shall
remain exercisable, to the extent that it was exercisable on the date of
termination, for a period of three (3) months after such date; provided,
however, that in no event may the Option be exercised after the expiration of
the Option Period.
(b) Death or Disability of Option Holder: In the event that the
Option Holder's employment with the Company ceases within the Option Period or
within the three-month period described in (a) above, because of the Option
Holder's death or disability, the Option shall remain exercisable, to the extent
that it was exercisable on the date of the Option Holder's death or disability,
for a period of one (1) year after such date; provided, however, that in no
event may the Option be exercised after the expiration of the Option Period.
7. Limitations Upon Issuance of Stock. Anything contained herein to the
contrary notwithstanding, no Common Stock shall be issued upon exercise of the
Option until the Company is satisfied that such shares may be issued in
compliance with all applicable laws and regulations, including, without
limitation, federal and applicable state securities laws, and with the
requirements of any stock exchange upon which the Common Stock is then listed.
In that connection, the Company may require the Option Holder, as a condition to
issuing such shares, to execute such covenants and certificates, containing such
agreements and representations, as the Company deems appropriate to establish
the availability of exemptions from federal and applicable state securities laws
and otherwise to effect or establish such compliance. The Company shall not have
any liability with respect to any failure to issue shares as a result of the
provisions of this paragraph 7.
8. Company's Right to Repurchase Shares Purchased Pursuant to Options
Granted Herein and Restrictions on Resale. Prior to an initial public offering
of the Company's Common Stock: (a) the Company shall have a continuing right to
repurchase at any time all or any portion of the shares of Common Stock
purchased
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pursuant to any stock option granted hereunder at a purchase price equal to the
Fair Market Value of the Common Stock on the date of such repurchase by the
Company; and (b) certain restrictions on the sale, conveyance or pledge of such
shares, applicable both to the Option Holder and to any subsequent permitted
purchaser, are set forth in detail in subparagraph 5(g) of the Plan, together
with the restrictive legend which shall be imprinted on all certificates
evidencing shares purchased pursuant to an option granted hereunder -- or
thereafter sold as permitted under the terms of subparagraph 5(g) of the Plan to
any subsequent party or parties.
9. No Right of Continued Service. Nothing in this Agreement or in the
Plan, or in any instrument executed in connection therewith shall confer upon
the Option Holder any right to continue in the employ of or in service to the
Company or any Affiliate or shall affect the right of the Company or any
Affiliate to terminate the employment or services of the Option Holder with or
without cause, nor in the case of an Option Holder who is a director of the
Company, shall it impose on the Company any obligation to nominate Option Holder
for re-election at any meeting of the Company's stockholders.
10. Board or Committee's Determination Binding. A determination by the
Board or Committee as to any question which may arise with respect to the
interpretation of the provisions of this Stock Option Grant Agreement or the
Plan shall be final and binding on the Option Holder.
11. Incorporation of Plan by Reference. This Stock Option Grant
Agreement is entered into pursuant to the Plan and all terms and provisions of
the Plan hereby are incorporated by reference as if fully set forth herein. The
terms of the Plan shall control in the event of any inconsistency or ambiguity
between the Plan and this Stock Option Grant Agreement.
IN WITNESS WHEREOF, the Company and the Option Holder have duly
executed this Option Agreement as of the day and year first above written.
OPTION HOLDER: SIGNALSOFT CORPORATION
By:
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(Print Name)
Title:
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(Signature)
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STOCK OPTION GRANT AGREEMENT
between
SIGNALSOFT CORPORATION
and
Option Holder
