EXHIBIT 10.25
Form of
NET2PHONE, INC.
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is entered into on May 17, 1999, by and between
Net2Phone, Inc., a Delaware corporation (the "Company"), and _____________ (the
"Employee").
WHEREAS, the Company has adopted the Net2Phone, Inc. 1999 Stock Option and
Incentive Plan (the "Plan"); and
WHEREAS, the company desires to grant to the Employee options under the
Plan to acquire an aggregate of _________ shares of common stock of the Company,
par value $.01 per share (the "Stock"), on the terms set forth herein and in the
Plan.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall
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have the meanings set forth in the Plan.
2. Grant of Options. The Employee is hereby granted [Incentive Stock
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Options] [Nonqualified Stock Options] (the "Options") to purchase an aggregate
of __________ shares of Stock, pursuant to the terms of this Agreement and the
provisions of the Plan.
3. Term. The term of the Options (the "Option Term") shall be for ten
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(10) years from the date of this Agreement.
4. Option Price. The initial exercise price per share of the Options
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shall be $_____, subject to adjustment as provided in the Plan.
5. Conditions to Exercisability. The Options shall become vested and
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exercisable ____% immediately, ____% on the 1st anniversary, ____% on the 2nd
anniversary and ____% on the third anniversary of the date of this Agreement if
the Employee continues to be in the employ of, or maintains a director or
consultant relationship with, the Company or any Related Entity. The terms and
conditions set forth in the Plan, including, without limitation, the provisions
relating to the termination of Employee's employment or other relationship with
the Company or a Related Entity, are hereby incorporated by reference in this
Agreement.
6. Withholding Taxes. No later than the date on any Tax Event, the
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Employee will pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the Tax Event. Alternatively, solely to the
extent permitted or required by law, the Company may deduct the amount of any
federal, state or local taxes of any kind required by law to be withheld upon
the Tax Event from any payment of any kind due to the Employee. The withholding
obligation may be satisfied by the withholding or delivery of Common Stock.
7. Corporate Transaction; Change in Control; Related Entity Disposition.
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(a) Corporate Transaction. In the event of a Corporate Transaction
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occurring after the Company's Initial Public Offering, each of the Options
covered by this Agreement shall automatically become fully vested and
exercisable immediately prior to the specified effective date of such Corporate
Transaction. Effective upon the consummation of the Corporate Transaction, all
of the Options covered by this Agreement that have not been exercised shall
terminate. However, all such awards shall not terminate if the Options are, in
connection with the Corporate Transaction, assumed by the successor corporation
or Parent thereof.
(b) Change In Control. In the event of a Change in Control (other
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than a Change in Control which is also a Corporate Transaction) occurring after
the Company's Initial Public Offering, each of the Options covered by this
Agreement which is at the time outstanding automatically shall become fully
vested and exercisable, immediately prior to the specified effective date of
such Change in Control.
(c) Related Entity Disposition. The Continuous Service of the
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Employee (if the Employee is primarily engaged in service to a Related Entity at
the time that the Company is involved in a Related Entity Disposition occurring
after the Company's Initial Public Offering) shall terminate effective upon the
consummation of such Related Entity Disposition, and each of the Options covered
by this Agreement shall become fully vested and exercisable upon such Related
Entity Disposition. The Continuous Service of the Employee shall not be deemed
to terminate if an outstanding Option is assumed by the surviving corporation or
its parent entity in connection with a Related Entity Disposition. For purposes
of this paragraph, the term "Related Entity Disposition" means the sale,
distribution or other disposition by the Company of all or substantially all of
the Company's interest in any Related Entity effected by a sale, merger or
consolidation or other transaction involving such Related Entity or the sale of
all or substantially all of the assets of such Related Entity.
8. Entire Agreement. This Agreement and the Plan contain all of the
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understandings between the parties hereto pertaining to the matters referred to
herein, and supersedes all undertakings and agreements, whether oral or in
writing, previously entered into by them with respect thereto. The Employee
represents that, in executing this Agreement, he does not rely and has not
relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter of this Agreement or otherwise.
9. Amendment or Modification, Waiver. No provision of this Agreement may
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be amended or waived unless such amendment or waiver is agreed to in writing,
signed by the Employee and by a duly authorized officer of the Company. No
waiver by any party hereto of any breach by another party hereto of any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar of dissimilar condition or provision at
the same time, any prior time or any subsequent time.
10. Notices. Each notice relating to this Agreement shall be in writing
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and delivered in person or by certified mail to the proper address. All notices
to the Company shall be addressed to it at:
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Net2Phone, Inc.
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Attention: Options Administrator
All notices to the Employee or other person or persons then entitled to exercise
the Options shall be addressed to the Employee or such other person or persons
at:
________________________________________
________________________________________
________________________________________
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to such effect.
11. Severability. If any provision of this Agreement or the application
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of any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent,
the remainder of this Agreement or the application of such provision to such
person or circumstances other than those to which it is so determined to be
invalid and unenforceable, shall not be affected thereby, and each provision
hereof shall be validated and shall be enforced to the fullest extent permitted
by law.
12. Governing Law. This Agreement shall be construed and governed in
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accordance with the laws of the state of Delaware, without regard to principles
of conflicts of laws.
13. Headings. All descriptive headings of sections and paragraphs in this
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Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.
14. Construction. This Agreement is made under and subject to the
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provisions of the Plan, and all of the provisions of the Plan are hereby
incorporated herein as provisions of this Agreement. If there is a conflict
between the provisions of this Agreement and the provisions of the Plan, the
provisions of the Agreement shall govern. By signing this Agreement, the
Employee confirms that he has received a copy of the Plan and has had an
opportunity to review the contents thereof.
15. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
an authorized officer and the Employee has hereunto set his hand all as of the
date first above written.
NET2PHONE, INC.
By: ______________________________________
Name:
Title:
Employee: ______________________________
Name: _________________________________
Telephone: ______________________________
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