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EXHIBIT 10.23
PAGING NETWORK, INC.
STOCK OPTION AGREEMENT FOR DIRECTORS
THIS AGREEMENT is entered into by and between Paging Network, Inc., a
Delaware corporation (hereinafter the "Company") and _______________
(hereinafter the "Optionee"), who is a non-employee Director of the Company.
WHEREAS, the Company adopted the Paging Network, Inc. 1992 Stock
Option Plan for Directors, as subsequently amended and restated (the "Plan"),
in order, among other things, to advance the interests of the Company by
providing an opportunity for non-employee Directors of the Company to purchase
shares of $.01 par value common stock (the "Common Stock") of the Company; and
WHEREAS, the Optionee is a Director of the Company, and the Company
desires to grant a stock option to the Optionee;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the option
to purchase from the Company, upon the terms and conditions herein,
45,000 shares of the Common Stock of the Company at a purchase price
per share of $ _____. The date of grant of this option is ________,
which is hereinafter referred to as the "Option Date".
2. TERM OF OPTION; EXERCISABILITY. The option will become vested and
exercisable in accordance with the vesting schedule set forth below,
so long as the optionee continues to be a Director of the Company.
NUMBER OF OPTION SHARES DATE VESTED
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9,000
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9,000
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9,000
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9,000
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9,000
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To the extent vested, the option will be immediately exercisable in
full or in part and will remain exercisable until it expires on the
tenth (10th) anniversary of the Option Date, unless the option is
sooner terminated as hereinafter provided; provided, however, that if
the grant of this option is made possible only by the adoption of this
Plan or any amendment thereof that is subject to shareholder approval,
the option will not be exercisable before such approval is obtained
and the option will be null and void if such approval is not obtained
within the time prescribed therefor.
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3. OTHER CONDITIONS AND LIMITATIONS.
(a) The Company will furnish upon request of the Optionee copies of
such publicly available financial and other information
concerning the Company and its business and prospects as may be
reasonably requested by the Optionee in connection with the
exercise of this option.
(b) The option will not be transferable by the Optionee otherwise
than by will or by the laws of descent and distribution, and
the option will be exercisable during the Optionee's lifetime
only by the Optionee (or the Optionee's guardian or legal
representative).
4. EXERCISE OF OPTION. Written notice of the exercise of the option or
any portion thereof will be given to the Company's Treasurer (or any
other officer of the Company who is designated by the Company to
accept such notices on its behalf), specifying the number of shares
for which it is exercised.
5. WITHHOLDING. The Optionee hereby agrees that the exercise of the
option or any installment thereof will not be effective, and no shares
will become transferable to the Optionee, until the Optionee makes
appropriate arrangements with the Company for such tax withholding as
may be required of the Company under federal, state or local law on
account of such exercise.
6. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS; RECAPITALIZATION;
OTHER EVENTS. Appropriate adjustments will be made in the number,
kind, and option price of shares covered by this option, to the extent
it is outstanding, to give effect to any stock dividends, stock
splits, stock combinations, recapitalizations and other similar
changes in the capital structure of the Company after the Option Date.
The option will become immediately exercisable in full, to the extent
not then exercised, upon the occurrence of certain events which
constitute a "change in control" as defined in, and in accordance with
the terms of, the Plan.
7. TERMINATION OF OPTION. In the event that the Optionee ceases for any
reason to be a Director of the Company at any time prior to exercise
of this option in full, this option will terminate in accordance with
the following provisions:
(i) if the optionee ceases to be a Director of the Company for any
reason other than disability or death, he may, at any time
prior to the ninetieth day after he ceased to be a Director,
exercise the option to the extent that the option was
exercisable by him on the date on which he ceased to be a
Director of the Company;
(ii) if the optionee ceases to be a Director of the Company because
of disability within the meaning of Section 22(e) (3) of the
Internal Revenue Code of 1986, as amended, he may, at any time
within a period of one (1) year after such termination,
exercise the option to the extent that the option was
exercisable by him on the date he ceased to be a Director of
the Company; and
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(iii) if the optionee dies at a time when he might have exercised the
option, then his estate, personal representative or beneficiary
to whom it has been transferred by will or the laws of descent
and distribution may at any time within a period of one (1)
year after the optionee's death exercise the option to the
extent the optionee might have exercised it at the time of his
death;
provided, however, that this option may not be exercised to any extent
by anyone after the date of expiration of the option under Paragraph
2, and provided, further, that this option may not be exercised to the
extent not vested under Paragraph 2 at any time after the optionee
ceases to be a Director of the Company.
8. MISCELLANEOUS. The Optionee will not have any rights as a stockholder
or any claim to dividends with respect to the shares subject to the
option until the exercise of the option and the payment in full of the
purchase price for such shares. Nothing herein contained will impose
any obligation on the Company or any parent or subsidiary of the
Company or the Optionee with respect to the Optionee's continued
performance as a Director of the Company. Nothing herein contained
will impose any obligation upon the Optionee to exercise the option.
9. RELATIONSHIP TO THE PLAN. The option contained in this agreement is
non-qualified and has been granted pursuant to the Plan and is in all
respects subject to the terms, conditions and definitions of the Plan.
The Optionee hereby accepts this option subject to all the terms and
provisions of the Plan and agrees that all decisions under and
interpretations of the Plan by the Board or the Compensation and
Management Development Committee of the Board will be final, binding
and conclusive upon the Optionee and his heirs.
10. GOVERNING LAW. This agreement will be subject to and construed in
accordance with the law of the State of Delaware.
IN WITNESS WHEREOF, the Company and the Optionee have executed this agreement
in duplicate as of the Option Date, as specified above.
PAGING NETWORK, INC. OPTIONEE
By
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