Exhibit 10.6
GLOBECOMM, INC
XXXXXXX XXXXXX
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 1998, between
GLOBECOMM, INC., having a business address at 00 Xxxxxxxx, Xxxx 000, Xxx Xxxx,
Xxx Xxxx (the "Company") and XXXXXXX XXXXXX, residing at 000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, Xxx Xxxxxx (the "Optionee") whereby the Company grants to
Optionee the right and option to purchase shares of Class A Common Stock of the
Company (the "Stock") under the terms, herinafter provided:
(1) The right and option to purchase one hundred ninety-seven
thousand six hundred (197,600) shares of Stock at an exercise
price of Seven Dollars ($7.00) per share, referred to herein
as "Compensation Stock Options." These options are to be
granted on February 16, 1998.
(2) The right and option to purchase one hundred forty-two
thousand five hundred (142,500) shares of the Stock at an
exercise price of Four Dollars ($4.00) per share referred to
herein as "Bonus Stock Options." These options are granted are
granted on January 1, 1998.
These options are hereby designated Non-Statutory Stock Options
(Collectively referred to herein as the "Stock Options") which are not
intended to qualify as incentive stock options within the meaning of
Section 422 of the Internal revenue Code of 1986, as amended and shall
be exercised as hereinafter provided.
SECTION 1. EXERCISE OF STOCK OPTIONS
1.01. VESTING. The right to exercise a Stock Option is limited as
hereinafter provided:
(a). The Stock Options may be exercised as hereinafter provided
only to the extent that they had become vested as provided
herein.
(b). The Stock Options shall vest as follows:
(i). Compensation Stock Options shall vest at the rate of
1.93% for each two week period of Optionee's employment with
the Company, with full vesting in Compensation Stock Options
occurring on the last day of the fifty-second (52nd) two week
period of Optionee's employment with the Company. If Optionee
terminates his employment with the Company before his
Compensation Stock Options are fully vested hereunder and
prior to the last day of a two week period, then his vested
interest in Compensation tock Options shall be prorated to the
date of termination.
(ii). Bonus Stock Options shall vest at the rate of 7.69% for
each quarterly period of Optionee's employment with the
Company, with full vesting in bonus stock Options occurring on
the last day of the thirteenth quarterly period of Optionee's
employment with the Company. For this purpose,
the quarterly periods of Optionee's employment with the
Company shall be the periods of employment ending on March 31,
June 30, September 30, and December 31. If Optionee terminates
his employment with the Company before his Bonus Stock Options
are fully vested hereunder and prior to the last day of
quarterly period, Optionee's vested interest in bonus Stock
Options shall be prorated to the date of termination.
1.02. TIME LIMITS. (a). A Stock Option shall terminate in all
respects on, and no exercise as to any shares covered by a
Stock Option shall be honored on or after the expiration of
ten (10) years from the Date of Grant thereof (the "Expiration
Date").
(b). Subject to Section 2.02 (b), a Stock Option may be
exercised, to the extent it is vested, at any time prior to
the Expiration Date and may be exercised by Optionee during
employment with the Company and subsequent to Optionee's
termination of employment with the Company for any reason.
1.03. PROCEDURES FOR EXERCISE. A Stock Option granted
hereunder shall be exercised by delivery to the Secretary or
any Assistant Secretary of the Company of a written notice of
election to exercise, signed by the Optionee or by his legal
representative, specifying the number of shares with respect
to which the Stock Option is being exercised and specifying a
date, which shall be a business day not less than seven (7)
nor more than fifteen (15) days after delivery of such notice
to the company, on which date the Company shall deliver, or
cause to be delivered to the Optionee, or to his legal
represantative, a certificate or certificates for the number
of shares specified against receipt of the entire purchase
price therefor. The notice shall be accompanied by full
payment of the exercise price for the Shares.
1.04. REGISTRATION OF SHARES AND LOCK-UP PERIOD. In the event
the Company registers the offering of any securities of the
Company under the Securities Exchange Act of 1933 (the "Act"),
the Optionee, upon notice from the Company, shall not exercise
any Options granted under this Agreement, or sell or otherwise
transfer any securities of the Company obtained in connection
with this Agreement, during the 180 day-period following the
effective date of a registration statement filed under the
Act; provided, however, that such registration shall only
apply to public offerings which include securities to be sold
on behalf of the Company to the public in an underwritten
public offering under the Act. The Company may impose
stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such 180-day
period.
SECTION 2. RESERVATION OF SHARES AND CHANGES IN CAPITALIZATION.
2.01. RESERVATION OF SHARES. The Company hereby agrees to
reserve in advance sufficient shares of its authorized but
unissued Stock or Treasury Stock for issuance pursuant to the
exercise of vested Stock Options hereunder. The aggregate
number and types of shares reserved hereunder shall be
appropriately adjusted in the event of a reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering or any other
similar change in capitalization in order to prevent dilution
as provided in Section 2.02.
2.02. DILUTION AND OTHER CHANGES. (a). The Company shall
adjust the number of shares and types of securities subject to
Stock Options and the exercise price of the Stock Options as
may be appropriate to prevent the dilution of Optionee's
rights in the event of a reorganization, recapitalization,
stock split, reverse stock split, stock dividend, exchange or
combination of shares merger, consolidation, rights offering
or any other similar change in capitalization.
(b). If, at any time prior to the expiration or complete
exercise of the Stock Options, the Company shall be
consolidated with, or merged into, any other corporation,
lawful provision shall be made as part of the terms of each
such consolidation or merger, for an appropriate adjustment,
as determined by an independent appraiser, in the number, kind
and/or price of shares for which the Stock Options may be
exercised hereunder to provide Optionee with substantially the
same relative rights before and after such merger or
consolidation to the extent practical; provided, however, that
the Board of Directors of the company may require that the
exercise of vested Stock Options must be made on or within a
specified time period after the effective date of the
consolidation or merger of the company.
SECTION 3. GENERAL.
3.01. NOTICES. Every direction, revocation or notice
authorized or required hereunder shall be deemed delivered to
the Company (1) on the date it is personally delivered to the
secretary of the Company at its principal executive offices or
(2) three business days after it is sent by registered or
certified mail, postage prepaid, addressed to the Secretary at
such offices, and shall be deemed delivered to the Optionee
(1) on the date it is personally delivered to him or (2) three
business days after it is sent by registered or certified
mail, postage prepaid addressed to him at the last address
shown for him on the records of the Company.
3.02. GENDER AND NUMBER. All reference made and all nouns or
pronouns used herein shall be construed in the singular or
plural and in such gender as the sense and circumstances
require.
3.03. CAPTIONS. The captions of this Agreement are for
convenience and reference only and in no way define, describe,
extend or limit the scope of intent of any provision hereof.
3.04. GOVERNING LAW. The validity and construction of this
Agreement shall be governed by the laws of the State of
Delaware, excluding the conflict-of-laws principles thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and its corporate seal to be affixed hereto by its
officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal as of the date first
hereinabove set forth.
GLOBECOMM, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Xxxxxx Xxxxxx
Chairman and Chief Operating Officer
The undersigned hereby accepts the foregoing Stock Option Agreement and the
terms and conditions hereof.
/s/ Xxxxxxx Xxxxxx
--------------------------------------
Xxxxxxx Xxxxxx
Optionee
