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EXHIBIT 99.2
AIRONET WIRELESS COMMUNICATIONS, INC.
NON-QUALIFIED AWARD AGREEMENT
THIS NON-QUALIFIED AWARD AGREEMENT (this "Agreement") is made as of the
grant date set forth herein, by and between Aironet Wireless Communications,
Inc., a Delaware corporation ("Aironet" or "Company"), and Name of Grantee~
("Awardee").
BACKGROUND
A. Subject to all terms and conditions set forth in the Aironet Wireless
Communications, Inc. 1999 Omnibus Stock Incentive Plan (the "Plan"), which by
this reference is incorporated herein, on the grant date set forth herein
Aironet granted to Awardee an Award of non-qualified Stock Options (initially
capitalized terms used but not defined herein have the same meaning as defined
in the Plan).
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B. As required by Section 13 of the Plan, this Agreement evidences the
Award and sets forth additional terms and conditions thereof.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the agreements
made herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. In addition to all terms and conditions set forth in the Plan, which
by this reference are incorporated herein in their entirety, the Award of
non-qualified Stock Options is subject to the following terms and conditions:
Grant Date:
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Exercise Price: [FMV per Plan -- Fill in amount]
Total Number of Shares: Total Number of Shares~
Term of Option: Subject to earlier termination in
accordance with the Plan, the ten (10) year period
commencing on Grant Date
Vesting: At first anniversary of Grant Date -- one third
of Total Number of Shares
At second anniversary of Grant Date -- one third of
Total Number of Shares
At third anniversary of Grant Date -- one third of Total
Number of Shares
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2. Awardee may exercise only vested portions of the Option, prior to
their expiration or termination.
3. To exercise the Option, Awardee shall deliver to Aironet written
notice setting forth the number of Shares with respect to which the Option is to
be exercised, accompanied by payment in full of the aggregate Exercise Price for
such Shares and any required federal, state and local withholding taxes. No
fractional Shares will be issued. Any form of consideration permitted by the
Plan will be accepted in payment of the Exercise Price for the Shares to be
issued upon exercise of this Option and of the taxes required to be withheld in
connection with such exercise.
4. The value of already owned Shares delivered for payment of the
Exercise Price or withholding taxes shall be their Fair Market Value determined
in accordance with the Plan. If already owned Shares are used to pay all or part
of the Exercise Price and/or withholding taxes, Aironet shall cause two
certificates to be delivered to Awardee, one certificate representing the number
of Shares, if any, represented by the certificates delivered by Awardee for use
in payment of the Exercise Price, in excess of
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the number of Shares represented thereby, valued as hereinabove provided,
necessary to pay the portion of the Exercise Price not paid in cash, and a
separate certificate representing the number of Shares with respect to which
Awardee exercised the Option.
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5. To the extent of any conflict between this Agreement and the
provisions of the Plan, the Plan shall control. Awardee acknowledges receipt of
a copy of the Plan as in effect on the date hereof and represents that he is
familiar with the provisions thereof and hereby accepts the Option subject to
the provisions of this Agreement and of the Plan, as the same may be amended
from time to time. Awardee further agrees to accept as final, conclusive and
binding all decisions or interpretations of the Committee upon any questions
arising under the Plan.
Awardee: Aironet Wireless Communications, Inc.
By:
Name of Grantee~ --------------------------------------
Xxxxx X. Xxxxxx, President and
Chief Executive Officer
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(Signature)
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(Social Security No.)
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(Street Address)
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(City, State and Zip Code)
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