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EXHIBIT 10.1(e)
THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
STOCK OPTION GRANT
THIS GRANT is made as of the _____ day of __________, 199__ by ANTEC
CORPORATION, a Delaware corporation (the "Corporation"), to (name) (the
"Optionee").
1. INCORPORATION OF TERMS
This Grant shall be governed by the attached ANTEC Corporation Stock
Option Terms (the "Terms"), all of the provisions of which are hereby
incorporated herein.
2. GRANT OF OPTION
On the terms and conditions stated herein and in the Terms, the
Corporation hereby grants to the Optionee the option to purchase (amount) Shares
as defined in the Terms for an exercise price of __________ dollars
($__________) per Share.
3. RIGHT TO EXERCISE
Subject to the conditions and the exceptions set forth in this Grant
and in the Terms, this Option shall become exercisable on __________. This
Option shall become exercisable prior thereto as follows:
a. One third (1/3) of the Shares covered by this Option shall be eligible
for vesting, with 50% of this amount being immediately exercisable and the
remaining 50% becoming exercisable twelve (12) months thereafter (a "Delayed
Vesting Period"), once the fully diluted earnings per Share of Stock of the
Corporation, before consideration of non-recurring items, over any four
consecutive fiscal quarters have totaled more than __________ dollar ($_______)
a Share (the "Earnings Target"), and the daily closing price per Share of Stock
for twenty (20) consecutive trading days has been __________ dollars ($_______)
per Share or more (a "Stock Price Target").
b. One third (1/3) of the Shares covered by this Option shall be eligible
for vesting, with 50% of this amount being immediately exercisable and the
remaining 50% becoming exercisable twelve (12) months thereafter (a "Delayed
Vesting Period"), once the Earnings Target has been met and the daily closing
price per Share of Stock for twenty (20) consecutive trading days has been
__________ dollars ($_______) per Share or more (a "Stock Price Target").
c. One third (1/3) of the Shares covered by this Option shall be eligible
for vesting, with 50% of this amount being immediately exercisable and the
remaining 50% becoming exercisable twelve (12) months thereafter (a "Delayed
Vesting Period"), once the Earnings Target has been met and the daily closing
price per Share of Stock for twenty (20) consecutive trading days has been
__________ dollars ($_______) per Share or more (a "Stock Price Target").
d. All of the Shares covered by Option shall be exercisable upon the
occurrence of a Change of Control. For this purpose a Change of Control shall be
the acquisition of the beneficial ownership by any person and that person's
affiliates (excluding Anixter International Inc., Tele-Communications, Inc. and
their affiliates) of more than 50% of the Shares of Stock of the Corporation or
the commencement of a tender offer, the consummation of which would result in
such an acquisition.
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Upon an Employment Termination, this Option can be exercised only to
the extent it was exercisable on the date of that termination and only as
otherwise provided in the Terms. The only exception is that if the Employment
Termination was by the Corporation without cause during a Delayed Vesting
Period, the Optionee can exercise this Option for the Shares which become
available at the end of that Delayed Vesting Period, and for this purpose the
term of this Option shall be extended to the day thirty (30) days after the end
of that Delayed Vesting Period, but not beyond _______________.
In the event this Option is adjusted pursuant to the Terms, an
appropriate adjustment shall be made by the Board to the Earnings Target and the
Share Price Targets. The determination by the Board or the authorized committee
of the Board on these matters as well as all other matters concerning this
Option, including the computation of fully diluted earning per Share before
non-recurring items, shall be final and binding.
NO EXISTING CONTRACT WHICH PROVIDES FOR THE VESTING OR EXERCISABILITY
OF STOCK OPTIONS OTHER THAN AS PROVIDED IN THIS GRANT SHALL APPLY TO THIS
OPTION. BY ACCEPTING THIS OPTION, THE OPTIONEE IS AGREEING THAT ANY EXISTING
CONTRACTUAL PROVISIONS TO THE CONTRARY ARE BEING MODIFIED AS PROVIDED HEREIN. NO
FUTURE CONTRACT SHALL APPLY TO THIS OPTION UNLESS SUCH CONTRACT EXPRESSLY
PROVIDES TO THE CONTRARY, REFERRING TO THIS OPTION BY DATE OF GRANT AND EXERCISE
PRICE.
4. TERM OF OPTION
This Option shall in any event expire in its entirety __________. This
Option shall further expire as set forth in the Terms.
5. EXERCISE CONSTITUTES AGREEMENT TO REFRAIN FROM COMPETITION
By exercising any portion of this Option, the Optionee will be
signifying the agreement of Optionee to refrain for a period of nine months from
the termination of Optionee's employment with the Corporation and its
subsidiaries, from participating in any activities which are competitive with
any activities of the Corporation or its subsidiaries in which the Optionee
participated. Participation shall not include the ownership of less than 1% of a
publicly traded security.
IN WITNESS WHEREOF, the Corporation has caused this Grant to be
executed on its behalf by its officer duly authorized to act on behalf of the
Corporation.
ANTEC CORPORATION,
a Delaware corporation
By: ________________________
Xxxxxxxx X. Xxxxxxxx
Its: Executive Vice President
