ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement dated __________________(the
"Option Agreement") by and between Globecomm Systems Inc. (the "Corporation")
and __________________ ("Optionee") evidencing the stock option (the "Option")
granted on ____________________ to Optionee under the terms of the
Corporation's 1997 Stock Incentive Plan, and such provisions shall be
effective immediately. All capitalized terms in this Addendum, to the extent
not otherwise defined herein, shall have the meanings assigned to them in the
Option Agreement.
LIMITED STOCK APPRECIATION RIGHT
1. Optionee is hereby granted a limited stock appreciation right
exercisable upon the following terms and conditions:
(i) Optionee shall have the unconditional right
(exercisable at any time during the thirty (30)-day period immediately
following a Hostile Take-Over) to surrender the Option to the
Corporation, to the extent the Option is at the time exercisable for
vested shares of Common Stock. In return for the surrendered Option,
Optionee shall receive a cash distribution from the Corporation in an
amount equal to the excess of (A) the Take-Over Price of the shares of
Common Stock which are at the time vested under the surrendered Option
(or surrendered portion) over (B) the aggregate Exercise Price payable
for such shares.
(ii) To exercise this limited stock appreciation right,
Optionee must, during the applicable thirty (30)-day exercise period,
provide the Corporation with written notice of the option surrender in
which there is specified the number of Option Shares as to which the
Option is being surrendered. Such notice must be accompanied by the
return of Optionee's copy of the Option Agreement, together with any
written amendments to such Agreement. The cash distribution shall be
paid to Optionee within five (5) business days following such delivery
date. The exercise of the limited stock appreciation right in
accordance with the terms of this Addendum is hereby approved by the
Plan Administrator in advance of such exercise. No further approval
of the Plan Administrator shall be required at the time of the actual
option surrender and cash distribution. Upon receipt of such cash
distribution, the Option shall be cancelled with respect to the Option
Shares for which the Option has been surrendered, and Optionee shall
cease to have any further right to acquire those Option Shares under
the Option Agreement.
The Option shall, however, remain outstanding and exercisable for the
balance of the Option Shares (if any) in accordance with the terms of the
Option Agreement, and the Corporation shall issue a new stock option
agreement (substantially in the same form of the surrendered Option
Agreement) for those remaining Option Shares.
(iii) In no event may this limited stock appreciation
right be exercised when there is not a positive spread between the
Fair Market Value of the Option Shares and the aggregate Exercise
Price payable for such shares. This limited stock appreciation right
shall in all events terminate upon the expiration or sooner
termination of the option term and may not be assigned or transferred
by Optionee.
2. For purposes of this Addendum, the following definitions shall be
in effect:
(i) A HOSTILE TAKE-OVER shall be deemed to occur in
the event any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation)
directly or indirectly acquires beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding
securities pursuant to a tender or exchange offer made directly to the
Corporation's stockholders which the Board does not recommend such
stockholders to accept.
(ii) The TAKE-OVER PRICE per share shall be deemed to
be equal to the GREATER of (A) the Fair Market Value per Option Share
on the option surrender date or (B) the highest reported price per
share of Common Stock paid by the tender offeror in effecting the
Hostile Take-Over. However, if the surrendered Option is designated
as an Incentive Option in the Grant Notice, then the Take-Over Price
shall not exceed the clause (A) price per share.
2.
IN WITNESS WHEREOF, Globecomm Systems Inc. has caused this Addendum to
be executed by its duly-authorized officer, and Optionee has executed this
Addendum, all as of the Effective Date specified below.
GLOBECOMM SYSTEMS INC.
By:
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Title:
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OPTIONEE
EFFECTIVE DATE: , 199
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3.
