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Exhibit 10.25
TOLLGRADE COMMUNICATIONS, INC.
1995 LONG-TERM INCENTIVE COMPENSATION PLAN
NON-EMPLOYEE DIRECTOR
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of _______, 199__, by and
between TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the
"Company") and ____________________, an individual (the "Holder").
WHEREAS, the Company desires to issue, and the Holder desires to receive, an
option to purchase shares of the common stock of the Company, pursuant to the
terms described herein.
NOW, THEREFORE, in consideration of the terms and conditions contained herein
and intending to be legally bound hereby, the parties agree as follows:
1.Grant of Option.The Company hereby confirms the grant to the Holder on
_________________ (the "Date of Grant") of an option (the "Option") to purchase,
from time to time in accordance with the terms hereof ___________ (________)
shares of common stock of the Company, par value $.20 per share (the "Common
Stock") at an option price of $____________ per share, under and subject to the
terms and conditions of the Company's 1995 Long-Term Incentive Compensation
Plan, as amended (the "Plan") and this Agreement. The Plan is incorporated
herein by reference and made a part hereof as though set forth in full herein.
Terms which are capitalized herein but which are not defined herein have the
same meaning as in the Plan unless the context otherwise requires.
The Option confirmed hereby is a nonstatutory stock option as that term is
defined in Section 2.20 of the Plan. The Option will expire at the close of
business on ____________________.
2.Acceptance of Grant of Option.The Holder accepts the grant of the Option
confirmed hereby, acknowledges having received a copy of the Plan and agrees to
be bound by the terms and provisions of the Plan, as the Plan may be amended
from time to time; provided, however, that no alteration, amendment, revocation
or termination of the Plan shall, without the written consent of the Holder,
adversely affect the rights of the Holder with respect to the Option.
3.Non-Transferability.This Option shall not be transferrable otherwise than by
Will or the laws of descent or distribution, and the Option shall be exercisable
during the lifetime of the Holder only by the Holder.
4.Procedure for Exercise of Option. The Option may be exercised only by (a)
execution and delivery by the
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Holder to the Company of an exercise form or forms prescribed by the Committee;
and (b) surrender of this Agreement at the principal office of the Company. Each
exercise form must set forth the number of shares of Common Stock for which the
Option is exercised and must be dated and signed by the person exercising the
Option.
Subject to the last paragraph of this Section 4, the exercise is not effective
until the Company receives payment of the full option price for the number of
shares of Common Stock for which the Option is exercised. The Option Price shall
be paid to the Company in full in the manner specified in Section 6.6 of the
Plan. To the extent the Holder pays the Option Price in whole or in part by
shares of already-owned Common Stock, as permitted by the Plan, the Company
shall advise any person exercising the Option in such manner as to the amount of
any cash required to be paid to the Company for any shares representing a
fraction of a share, and such person will be required to pay any such cash
directly to the Company before any distribution of certificates representing
shares of Common Stock will be made. The person exercising the Option should
execute the form of assignment on the back of the certificate or should deliver
an executed Assignment Separate from Certificate with respect to each stock
certificate delivered in payment of the Option Price.
If any person other than the Holder exercises the Option, the exercise material
must include proof satisfactory to the Company of the right of such person to
exercise the Option, and the signature on all certificates or stock powers must
be guaranteed by a commercial bank or trust company or by a firm having
membership in the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., or the National Association of Securities Dealers, Inc.
The date of exercise of the Option is the date on which the exercise form or
forms, proof of right to exercise (if required) and payment of the Option Price
are received by the Company. For purposes of determining the date of exercise
where payment of the Option Price is made in shares of already-owned Common
Stock, any cash required to be paid to the Company with respect to a fraction of
a share shall not be taken into account when determining whether payment of the
Option Price has been made.
5.Issuance of Certificates.Subject to Section 4 above and this Section 5, the
Company will issue a certificate or certificates representing the number of
shares of Common Stock for which the Option is exercised as soon as practicable
after the date of exercise. Unless otherwise directed, the certificate(s) will
be registered in the name of the person exercising the Option and delivered to
such person. If the Option Price is paid in whole or in part with shares of
already-owned Common Stock, the Company will issue at the same time and return
to the person exercising the Option a certificate representing the number of any
excess shares included in any certificate or certificates delivered to the
Company at the time of exercise.
The obligation of the Company to issue shares on exercise of an option is
subject to the effectiveness of a Registration Statement under the Securities
Act of 1933, as amended, with respect to such shares, if deemed necessary or
appropriate by counsel to the Company. The Company is not obligated to file such
a Registration Statement. If at the time of exercise of the Option, no such
Registration Statement is in effect, the issuance of shares on exercise of the
Option may also be made subject to restrictions on the transfer of the shares,
including the placing of an appropriate legend on the certificates restricting
the transfer thereof, and to such other restrictions as the Committee, on the
advice of counsel, may deem necessary or appropriate to prevent a violation of
applicable securities laws.
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6.Withholding of Taxes.The Holder will be advised by the Company as the amount
of any Federal income, employment or excise taxes required to be withheld by the
Company on any compensation income resulting from the exercise of the Option,
and the Holder will pay such taxes directly to the Company upon request. State,
local or foreign income or employment taxes may also be required to be withheld
by the Company and the Holder will also be required to pay such taxes directly
to the Company upon request. If the Holder does not pay any taxes required to be
withheld directly to the Company within ten (10) days after any such request,
the Company may withhold such taxes from any other compensation to which the
Holder is entitled from the Company. The Holder will hold the Company harmless
in acting to satisfy its withholding obligations in this manner if it becomes
necessary to do so.
7.Interpretation of Plan and Agreement.This Agreement is an award agreement
referred to in Section 6.2 of the Plan. If there is any conflict between the
Plan and this Agreement, the provisions of the Plan shall control. However,
there may be provisions in this Agreement not contained in the Plan, which
provisions shall nonetheless be effective. In addition, to the extent that
provisions of the Plan are expressly modified for purposes of this Agreement
pursuant to authorization in the Plan, the provisions of this Agreement shall
control. Any dispute or disagreement which shall arise under or in any way
relate to the construction or interpretation of the Plan or this Agreement shall
be resolved by the Committee, and the decision of the Committee shall be final,
binding and conclusive for all purposes.
8.Effect of Agreement on Rights of Company and Holder.This Agreement does not
confer any rights on the Holder to continue as a Director.
9.Indemnification.The Holder indemnifies and holds harmless the Company from and
against any and all loss, damages, liability or expense, including costs and
reasonable attorneys' fees, to which the Company may be put or may incur by
reason of or in connection with any misrepresentation made by the Holder, any
breach of the Holder's warranties, or the Holder's failure to fulfill any of his
or her covenants or agreements set forth herein.
10.Binding Effect.This Agreement shall be binding upon the successors and
assigns of the Company and upon the legal representatives, heirs and legatees of
the Holder.
11.Entire Agreement.This Agreement constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, oral or written,
between the parties with respect to the subject matter of this Agreement.
12.Amendment.This Agreement may be amended only a written instrument signed by
the Company and the Holder.
13.Governing Law.This Agreement shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the Company and the Holder have executed this Agreement as
of the date first written above.
TOLLGRADE COMMUNICATIONS, INC.
By:_________________________
Title: _____________________
WITNESS: HOLDER:
____________________________ ___________________________
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