Exhibit 4.5
AMERICAN MOBILE SATELLITE CORPORATION
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NONQUALIFIED STOCK OPTION LETTER AGREEMENT
TO: __________________ Option No. ________
We are pleased to inform you that, pursuant to the American Mobile
Satellite Corporation's (the "Company") 1999 Stock Option Plan for Non-Employee
Directors (the "Plan"), you have been granted a nonqualified stock option for
the purchase of _____ shares of the Company's Common Stock at an exercise price
of $_____ per share. A copy of the Plan is attached and incorporated into this
Agreement by reference. If the Plan is not approved by the shareholders of the
Company, this option will be invalid and void ab initio.
The terms of the option are as set forth in the Plan and in this
Agreement. The most important of terms set forth in the Plan are summarized as
follows:
Term: The option will expire upon the earlier of ten (10) years from
the date of grant or within seven (7) months of your termination of service as a
Director of the Company, unless sooner terminated.
Exercise: During your lifetime only you can exercise the option. The
Plan also provides for exercise of the option in accordance with the terms of a
qualified domestic relations order ("QDRO") as defined under the Internal
Revenue Code of 1986, as amended, (the "Code") or by the personal representative
of your estate, a designated beneficiary or other beneficiary of your estate
following your death. You may use the Notice of Exercise of Nonqualified Stock
Option in the form attached to this Agreement when you exercise the option.
Payment for Shares: The option may be exercised by the delivery of:
(a) Cash, personal check (unless, at the time of exercise, the Plan
Administrator determines otherwise), bank certified or cashier's check;
(b) Unless the Plan Administrator in its sole discretion determines
otherwise, shares of Common Stock of the Company (either by delivery or
attestation) held by you for a period of at least six (6) months having a fair
market value at the time of exercise, as determined in good faith by the Plan
Administrator, equal to the exercise price; or
(c) A properly executed exercise notice together with irrevocable
instructions to the Company-designated broker for cashless exercises to
promptly deliver to the Company the amount of sale or loan proceeds to pay the
exercise price.
Termination: If you cease to be a Director of the Company for any
reason other than death, and unless by its terms this option sooner terminates
or expires, then you may exercise, for a seven (7) month period, that portion of
your option which is exercisable at the time of such cessation, but the option
shall terminate at the end of such period following such cessation as to all
shares for which it has not theretofore been exercised.
Death of Optionee: If you die while serving as a Director of the
Company or within the seven (7) month period following cessation of such
service, this option may, to the extent that you would have been entitled to
exercise this option, be exercised within twelve (12) months after your death by
the personal representative of your estate or by the person or persons to whom
your rights under this option shall pass by will, designation, or by the
applicable laws of descent and distribution, unless sooner terminated.
Status of Shareholder: Neither you nor any person or persons to whom
your rights and privileges under this option may pass shall be, or have any of
the rights or privileges of, a shareholder of the Company with respect to any of
the shares issuable upon the exercise of this option unless and until this
option has been exercised.
Continuation of Status as Director: Nothing in this Agreement shall
confer upon you any right to continue as a Director of the Company, or to
interfere in any way with the right of the Company to terminate your service as
a Director of the Company at any time.
Transfer of Option: This option and the rights and privileges conferred
hereby may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will, by the applicable
laws of descent and distribution or pursuant to the terms of a QDRO, and shall
not be subject to execution, attachment or similar process. Any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this option or of
any right or privilege conferred hereby, contrary to the Code or to the
provisions of this Agreement, or sale or levy or any attachment or similar
process upon the rights and privileges conferred hereby shall be null and void.
Vesting: The option shall be fully vested and become immediately
exercisable, subject to shareholder approval of the Plan.
Holding Period: Shares of Common Stock obtained upon the exercise of
this option may not be sold until six (6) months after the date the option was
granted.
Date of Grant: The date of grant of the option is March 25, 1999.
YOUR PARTICULAR ATTENTION IS DIRECTED TO ARTICLE V, SECTION 8 OF THE
PLAN WHICH DESCRIBES CERTAIN IMPORTANT CONDITIONS RELATING TO FEDERAL AND STATE
SECURITIES LAWS THAT MUST BE SATISFIED BEFORE THE OPTION CAN BE EXERCISED AND
BEFORE THE COMPANY CAN ISSUE ANY SHARES TO YOU. THE COMPANY INTENDS TO MAINTAIN
AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT WILL BE
ISSUED UPON EXERCISE OF THIS OPTION BUT HAS NO OBLIGATION TO DO SO. IF THERE IS
NO EFFECTIVE REGISTRATION STATEMENT, YOU WILL NOT BE ABLE TO EXERCISE THE OPTION
OR SELL THE OPTION SHARES UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND
STATE SECURITIES LAWS ARE AVAILABLE. SUCH EXEMPTIONS ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE, CONSEQUENTLY, YOU MIGHT HAVE NO OPPORTUNITY TO EXERCISE THE
OPTION AND TO RECEIVE SHARES UPON SUCH EXERCISE.
Please execute the Acceptance and Acknowledgement set forth below on
the enclosed copy of this Agreement and return it to the undersigned.
Very truly yours,
AMERICAN MOBILE SATELLITE
CORPORATION
By:
Accepted and Acknowledged
this ____ day of _______________, 199__
_____________________________ _________________________
Optionee's Signature Taxpayer I.D. Number
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NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
To: American Mobile Satellite Corporation
I, a resident of the State of _________________, hereby exercise my
nonqualified stock option granted by American Mobile Satellite Corporation (the
"Company") on _________________, 199__, subject to all the terms and provisions
thereof and of the 1999 Stock Option Plan for Non-Employee Directors referred to
therein, and notify the Company of my desire to purchase _______ shares of
Common Stock of the Company (the "Securities") at the exercise price of
$____________ per share which were offered to me pursuant to said option.
Dated:
___________________________ _____________________________
Taxpayer I.D. Number Optionee's Signature
Address:
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RECEIPT
___________________________________ hereby acknowledges receipt from
_______________________________ in payment for ____________ shares of Common
Stock of American Mobile Satellite Corporation, a Delaware corporation, of
$_______ in the form of:
/_/ Cash
/_/ Check (personal, cashier's or bank certified)
_______ shares of the Company's Common Stock, fair market value $______ per
share held by the Optionee for a period of at least six (6) months
Copy of irrevocable instructions to Broker
Date: For:
American Mobile Satellite Corporation
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