ADVANCED COMMUNICATIONS GROUP, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement ("Option Agreement") is
between Advanced Communications Group, Inc., a Delaware corporation (the
"Company"), and ___________________ ("Optionee"), who agree as follows:
Section 1. Introduction. The Company has heretofore adopted the
Advanced Communications Group, Inc. 1997 Stock Awards Plan (the "Plan") for the
purpose of allowing key employees of the Company and its Affiliates (as defined
in the Plan) to acquire and maintain stock ownership in the Company and to
provide such key employees with additional incentive and reward opportunities
designed to enhance the profitable growth of the Company. The Company, acting
through the Compensation Committee (the "Committee") of its Board of Directors
(the "Board"), has determined that its interests will be advanced by the
issuance to Optionee of a nonqualified stock option under the Plan.
Section 2. Option. Subject to the terms and conditions contained
herein, the Company hereby irrevocably grants to Optionee the right and option
("Option") to purchase from the Company ____________ (__________) shares of the
Company's common stock, $.0001 par value ("Stock"), at a price per share equal
to ___________________________________ per share.
Section 3. Option Period. The Option is granted on ________, ______
("Date of Grant"). The Option herein granted may be exercised by Optionee in
whole or in part at any time during a __________ period beginning on the Date
of Grant (the "Option Period"), subject to the limitation that the Option shall
not be exercisable for more than a percentage of the aggregate number of shares
offered by this Option in accordance with the following schedule:
Date of Percentage of
Exercise Shares Purchasable
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Notwithstanding anything in this Option Agreement to the contrary, the
Committee, in its sole discretion may waive the foregoing schedule of vesting
and upon written notice to Optionee, accelerate the earliest date or dates on
which any of the Options granted hereunder are exercisable.
Section 4. Procedure for Exercise. The Option herein granted may be
exercised by the delivery by Optionee of written notice to the Secretary of the
Company setting forth the number of
shares of Stock with respect to which the Option is being exercised. The notice
shall be accompanied by, at the election of the Optionee, (i) cash, cashier's
check, bank draft, or postal or express money order payable to the order of the
Company, (ii) certificates representing shares of Stock theretofore owned by
Optionee duly endorsed for transfer to the Company, or (iii) any combination of
the preceding, equal in value to the aggregate exercise price. Notice may also
be delivered by telecopy provided that the exercise price of such shares is
received by the Company via wire transfer on the same day the telecopy
transmission is received by the Company. The notice shall specify the address
to which the certificates for such shares are to be mailed. An option to
purchase shares of Stock in accordance with this Plan, shall be deemed to have
been exercised immediately prior to the close of business on the date (i)
written notice of such exercise and (ii) payment in full of the exercise price
for the number of share for which Options are being exercised, are both
received by the Company and Optionee shall be treated for all purposes as the
record holder of such shares of Stock as of such date.
As promptly as practicable after receipt of such written notice and
payment, the Company shall deliver to Optionee certificates for the number of
shares with respect to which such Option has been so exercised, issued in
Optionee's name or such other name as Optionee directs; provided, however, that
such delivery shall be deemed effected for all purposes when a stock transfer
agent of the Company shall have deposited such certificates in the United
States mail, addressed to Optionee at the address specified pursuant to this
Section 4.
In addition, Optionee may exercise the Option by delivering a written
notice to the Secretary of the Company, directing (a) an immediate market sale
or margin loan respecting all or a part of the shares of Stock to which he is
entitled upon exercise of the Option pursuant to an extension of credit by the
Company to Optionee of the exercise price, (b) the delivery of the shares of
Stock from the Company directly to a brokerage firm, and (c) the delivery of
the exercise price from the sale or margin loan proceeds from the brokerage
firm directly to the Company.
Section 5. Termination of Employment. If Optionee ceases to be
employed by the Company or its Affiliates for any reason any Option which is
exercisable on the date of such termination of employment may be exercised at
any time during the Option Period.
Section 6. Disability or Death. In the event that Optionee dies or is
determined to be disabled while Optionee is employed by the Company, the
options previously granted to Optionee may be exercised (to the extent Optionee
would have been entitled to do so at the date of death or the determination of
disability) at any time and from time to time, within the Option Period after
such death or determination of disability, by the Optionee, the guardian of
Optionee's estate, the executor or administrator of Optionee's estate or by the
person or persons to whom Optionee's rights under this Option Agreement shall
pass by will or the laws of descent and distribution, but in no event may the
Option be exercised after its expiration under the terms of this Option
Agreement. An Optionee
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shall be deemed to be disabled if, in the opinion of a physician selected by
the Committee, Optionee is incapable of performing services for the Company of
the kind Optionee was performing at the time the disability occurred by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or to be of long, continued and indefinite
duration. The date of determination of disability for purposes hereof shall be
the date of such determination by such physician.
Section 7. Transferability. This Option shall not be transferable by
Optionee otherwise than by Optionee's will or by the laws of descent and
distribution or pursuant to a transfer which is incident to a divorce, as
described in Code Section 1041(a). During the lifetime of Optionee, the Option
shall be exercisable only by Optionee or his authorized legal representative.
Any heir or legatee of Optionee shall take rights herein granted subject to the
terms and conditions hereof. No such transfer of this Option Agreement to heirs
or legatees of Optionee shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a copy of
such evidence as the Committee may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the terms
and conditions hereof.
Section 8. No Rights as Shareholder. Optionee shall have no rights as
a shareholder with respect to any shares of Stock covered by this Option
Agreement until the Option is exercised by written notice and accompanied by
payment as provided in Section 4 of this Option Agreement.
Section 9. Extraordinary Corporate Transactions. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of debt or equity securities ahead of or affecting Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any sale,
lease, exchange or other disposition of all or any part of its assets or
business, or any other corporate act or proceedings, whether of a similar
character or otherwise. If the Company effects a subdivision or consolidation
by the Company, the number of shares of Stock with respect to which the Option
may be exercised shall be adjusted in accordance with Section XII(a) of the
Plan. If the Company recapitalizes or otherwise changes its capital structure,
the number of shares of Stock subject to the Option shall be determined
pursuant to Section XII(b) of the Plan. In the event of a "Change of Control"
(as defined in the Plan), the Options granted hereunder shall immediately vest
and become exercisable and shall be governed by Section XII(c) of the Plan.
Section 10. Changes in Capital Structure. If the outstanding shares of
Stock or other securities of the Company, or both, for which the Option is then
exercisable shall at any time be changed by reason of recapitalization,
reorganization, merger, consolidation, combination, exchange or other relevant
change in capitalization not otherwise provided for by Section 9 of this Option
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Agreement, the Option shall be subject to adjustment by the Committee at its
discretion as to the number and price of shares of Stock subject to the Option.
Section 11. Compliance With Securities Laws. Upon the acquisition of
any shares pursuant to the exercise of the Option herein granted, Optionee (or
any person acting under Section 7 of this Option Agreement) will enter into
such written representations, warranties and agreements as the Company may
reasonably request in order to comply with applicable securities laws or with
this Option Agreement.
Section 12. Compliance With Laws. Notwithstanding any of the other
provisions hereof, Optionee agrees that he will not exercise the Option granted
hereby, and that the Company will not be obligated to issue any shares pursuant
to this Option Agreement, if the exercise of the Option or the issuance of such
shares of Stock would constitute a violation by Optionee or by the Company of
any provision of any law or regulation of any governmental authority.
Section 13. Withholding of Tax. To the extent that the exercise of
this Option or the disposition of shares of Stock acquired by exercise of this
Option results in compensation income to Optionee for federal or state income
tax purposes, Optionee shall pay to the Company at the time of such exercise or
disposition (or such other time as the law permits if Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended) such amount
of money as the Company may require to meet its obligation under applicable tax
laws or regulations; and, if Optionee fails to do so, the Company is authorized
to withhold from any cash remuneration then or thereafter payable to Optionee,
any tax required to be withheld by reason of such resulting compensation income
or the Company may otherwise refuse to issue or transfer any shares otherwise
required to be issued or transferred pursuant to the terms hereof.
Section 14. No Right to Employment or Directorship. Optionee shall be
considered to be in the employment of the Company so long as he remains an
employee of the Company or its Affiliates. Any questions as to whether and when
there has been a termination of such employment and the cause of such
termination shall be determined by the Committee, and its determination shall
be final. Nothing contained herein shall be construed as conferring upon
Optionee the right to continue in the employ of the Company, nor shall anything
contained herein be construed or interpreted to limit the "employment at will"
relationship between Optionee and the Company.
Section 15. Resolution of Disputes. As a condition of the granting of
the Option hereby, Optionee, and Optionee's heirs, personal representatives and
successors agree that any dispute or disagreement which may arise hereunder
shall be determined by the Committee in its sole discretion and judgment, and
that any such determination and any interpretation by the Committee of the
terms of this Option Agreement shall be final and shall be binding and
conclusive, for all purposes, upon the Company, Optionee, and Optionee's heirs,
personal representatives and successors.
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Section 16. Legends on Certificate. The certificates representing the
shares of Stock purchased by exercise of the Option will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares.
Section 17. Notices. Every notice hereunder shall be in writing and
shall be given by registered or certified mail. All notices of the exercise of
any Option hereunder shall be directed to Advanced Communications Group, Inc.,
___________________________________, Attention: Secretary. Any notice given by
the Company to Optionee directed to Optionee at the address on file with the
Company shall be effective to bind Optionee and any other person who shall
acquire rights hereunder. The Company shall be under no obligation whatsoever
to advise Optionee of the existence, maturity or termination of any of
Optionee's rights hereunder and Optionee shall be deemed to have familiarized
himself or herself with all matters contained herein and in the Plan which may
affect any of Optionee's rights or privileges hereunder.
Section 18. Construction and Interpretation. Whenever the term
"Optionee" is used herein under circumstances applicable to any other person or
persons to whom this award, in accordance with the provisions of Section 7
hereof, may be transferred, the word "Optionee" shall be deemed to include such
person or persons.
Section 19. Agreement Subject to Plan. This Option Agreement is
subject to the Plan. The terms and provisions of the Plan (including any
subsequent amendments thereto) are hereby incorporated herein by reference
thereto. In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable terms and provisions
of the Plan will govern and prevail. All definitions of words and terms
contained in the Plan shall be applicable to this Option Agreement.
Section 20. Binding Effect. This Option Agreement shall be binding
upon and inure to the benefit of any successors to the Company and all persons
lawfully claiming under Optionee as provided herein.
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IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has been
executed as of the ____ of _________, ______.
ADVANCED COMMUNICATIONS GROUP, INC.
By:
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[Name of Chief Executive Officer]
Chief Executive Officer
OPTIONEE
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[Name of optionee]
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