Exhibit 10.2B
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NON-QUALIFIED STOCK OPTION AGREEMENT
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UNDER THE ONEWAVE, INC.
1996 STOCK PLAN
Pursuant to the OneWave, Inc. 1996 Stock Plan (the "Plan") as amended
through the date hereof, OneWave, Inc. (the "Company") hereby grants to the
Optionee named in Exhibit A attached hereto an option (the "Stock Option") to
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purchase on or prior to the Expiration Date specified in Exhibit A all or part
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of the number of shares ("Option Shares") of Common Stock, par value $.001 per
share (the "Stock"), of the Company specified in Exhibit A at the Option
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Exercise Price per Share specified in Exhibit A subject to the terms and
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conditions set forth herein and in the Plan.
1. Vesting Schedule. No portion of this Stock Option may be exercised
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until such portion shall have vested. Except as set forth below, and subject to
the discretion of the Committee (as defined in paragraph 2 of the Plan) to
accelerate the vesting schedule hereunder, this Stock Option shall vest in four
equal annual installments commencing one year following the date of employment
of the Optionee or, if different, in accordance with such other vesting schedule
as may be specified in Exhibit A.
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Unless alternate provisions are made, this Stock Option will terminate upon
the occurrence of (i) the dissolution or liquidation of the Company, (ii) a
merger, consolidation or other business combination in which the Company is
acquired by another entity (other than a holding company formed by the Company)
or in which the Company is not the surviving entity ("Acquisition") or (iii) the
sale of all or substantially all of the assets of the Company to another entity
("Sale"). In the event of a termination due to an Acquisition or Sale, such
portions of this Stock Option which have vested plus such additional portions
which by their terms vest upon an Acquisition or Sale, shall be exercisable for
at least fifteen (15) days prior to the date of such termination.
2. Manner of Exercise.
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(a) The Optionee may exercise this Option only in the following
manner: from time to time on or prior to the Expiration Date of this Option,
the Optionee may give written notice to the Company of his or her election to
purchase some or all of the vested Option Shares purchasable at the time of such
notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Committee; (ii) in the form of shares of
Stock that are not then subject to restrictions under any Company plan and
that have been held by the Optionee for at least six months; (iii) at the
discretion of the Committee, by delivery of the Optionee's personal recourse
note bearing interest payable not less than annually at no less than 100% of
the lowest applicable federal rate, as defined in Section 1274(d) of the
Internal Revenue Code of 1986, as amended (the "Code"); (iv) by the Optionee
delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash
or a check payable and acceptable to the Company to pay the option purchase
price, provided that in the event the Optionee chooses to pay the option
purchase price as so
provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure; or (v) at the
discretion of the Committee by any combination of (i), (ii), (iii) and (iv)
above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for
the Option Shares, as set forth above and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Stock to be purchased pursuant to the exercise of Stock Options under the Plan
and any subsequent resale of the shares of Stock will be in compliance with
applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this
Stock Option shall be issued and delivered to the Optionee upon compliance to
the satisfaction of the Committee with all requirements under applicable laws
or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Committee as to such
compliance shall be final and binding on the Optionee. The Optionee shall not
be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the
Company shall have issued and delivered the shares of Stock to the Optionee,
and the Optionee's name shall have been entered as the stockholder of record
on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the
time.
3. Termination of Employment. If the Optionee's employment by the
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Company or all of its majority-owned subsidiaries is terminated, the period
within which to exercise the Option may be subject to earlier termination as
set forth below.
(a) Termination Due to Death. If the Optionee's employment
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terminates by reason of death, any Stock Option held by the Optionee, to the
extent exercisable, may thereafter be exercised by the Optionee's personal
representative or beneficiary who has acquired the Stock Option by will or by
the laws of descent and distribution for a period of 12 months from the date
of death or until the Expiration Date, if earlier.
(b) Termination Due to Disability. If the Optionee's employment
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terminates by reason of disability (as defined in Paragraph 11 of the Plan),
any Stock Option held by the Optionee shall become fully exercisable and may
thereafter be exercised by the Optionee for a period of 12 months from the
date of termination or until the Expiration Date, if earlier.
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(c) Termination of Employment. If the Optionee's employment
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terminates for any reason other than death or disability (as defined in
paragraph 11 of the Plan), and unless otherwise determined by the Committee,
any Stock Option held by the Optionee may be exercised, to the extent
exercisable on the date of termination, for a period of three months from the
date of termination or until the Expiration Date, if earlier. Any Stock
Option that is not exercisable at such time shall terminate immediately and be
of no further force or effect.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
4. Incorporation of Plan. Notwithstanding anything herein to the
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contrary, this Stock Option shall be subject to and governed by the general
terms and conditions of the Plan. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is
specified herein or in Exhibit A attached hereto and incorporated herein.
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5. Transferability. This Agreement is personal to the Optionee, is non-
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assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's personal representative or
beneficiary.
6. Tax Withholding. No later than the date as of which part or all of
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the value of any shares of Stock received under the Plan first becomes
includible in the Optionee's gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with paragraph
20 of the Plan regarding payment of any Federal, state or local taxes required
to be withheld with respect to such income.
7. Miscellaneous.
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(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any rights
with respect to continuance of employment by the Company or any of the
Company's subsidiaries or by any Related Corporation.
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(c) Pursuant to paragraph 16 of the Plan, the Committee may at any time amend
or cancel any outstanding portion of this Stock Option, but no such action may
be taken which adversely affects the Optionee's rights under this Agreement
without the Optionee's consent.
OneWave, Inc.
Dated: August 16, 1996 By:
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Xxxxx Xxxxxxxx, General Counsel
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated:
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Optionee's Signature
Optionee's Name:
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Optionee's Address:
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