STOCK OPTION AGREEMENT made as of the 11th day of December 2001 between NAVTECH,
INC., a Delaware corporation (the "Company"), and XXXXXXX XXXXXXX (the
"Optionee").
WHEREAS, the Optionee is a non-employee director of the Company;
WHEREAS, the Company desires to provide the Optionee an additional incentive to
promote the success of the Company;
Now, therefore, in consideration of the foregoing, the Company hereby grants to
the Optionee the right and option to purchase shares of Common Stock of the
Company under and pursuant to the terms and conditions of the Company's 1999
Stock Option Plan (the "Plan") and upon the following terms and conditions:
X. XXXXX OF OPTION
The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to Twenty Five Thousand (25,000)
shares of the Common Stock of the Company (the "Option Shares") as follows:
i) All or any part of six thousand two hundred fifty (6,250) commencing March
11, 2002 and terminating at 5:00 P.M., EST, December 11, 2011 (the
"Expiration Date").
ii) All or any part of six thousand two hundred fifty (6,250) commencing June
11, 2002 and terminating at 5:00 P.M., EST on the Expiration Date.
iii) All or any part of six thousand two hundred fifty (6,250) commencing
September 11, 2002 and terminating at 5:00 P.M., EST on the Expiration
Date.
iv) All or any part of six thousand two hundred fifty (6,250) commencing
December 11, 2002 and terminating at 5:00 P.M., EST on the Expiration Date.
II. NATURE OF OPTION
The Options granted are not intended to qualify as
"incentive stock options" for purposes of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
III. EXERCISE PRICE
The exercise price of each of the Option Shares shall be thirty-seven cents
(US$0.37) (the "Option Price").
IV. EXERCISE OF OPTIONS
The Option shall be exercised in accordance with the provisions of the
Plan. As soon as practicable after the receipt of notice of exercise and
payment of the Option Price as provided for in the Plan, the Company shall
tender to the Optionee certificates issued in the Optionee's name
evidencing the number of Option Shares covered thereby.
V. TRANSFERABILITY
The Option shall not be transferable other than by will or the laws of
descent and distribution and, during the Optionee's lifetime, shall not be
exercisable by any person other than the Optionee.
VI. TERMINATION OF ASSOCIATION; CHANGE IN CONTROL
(a) To the extent the Option becomes exercisable, it shall remain
exercisable in full or in part from time to time until the Expiration
Date notwithstanding any subsequent termination of directorship or
other association with the Company or its subsidiaries for any reason
whatsoever.
(b) In the event of a Change in Control (as hereinafter defined), the
Option shall become immediately exercisable in full and shall remain
exercisable until the Expiration Date notwithstanding any subsequent
termination of directorship or other association with the Company or
any of its subsidiaries for any reason whatsoever.
(c) For purposes hereof, a "Change in Control" shall be deemed to have
occurred if the conditions set forth in any one of the following
paragraphs shall have been satisfied:
(i) any person or entity (other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
or an entity owned directly or indirectly by the holders of
Common Stock of the Company in substantially the same proportions
as their ownership of stock of the Company), or group (as
provided for in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) becomes the "beneficial
owner" (as such term is defined in Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the
combined voting power of the Company's then outstanding
securities;
(ii) the Company sells or otherwise disposes of all or substantially
all (within the meaning of Section 280G of the Code and the
proposed regulations thereunder) of the Company's assets; or
(iii)the Company merges or consolidates with any other entity, other
than pursuant to a merger or consolidation which results in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving
entity), at least fifty percent (50%) of the combined voting
power of the voting securities of the Company (or such surviving
entity) outstanding immediately after such merger or
consolidation.
VII. INCORPORATION BY REFERENCE
The terms and conditions of the Plan are hereby incorporated by reference
and made a part hereof.
VIII. NOTICES
Any notice or other communication given hereunder shall be deemed
sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, c/o
Navtech Systems Support Inc., 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx, X0X 0X0, Attention: Chief Executive Officer and to the
Optionee at the address indicated below. Notices shall be deemed to have
been given on the date of hand delivery or mailing, except notices of
change of address, which shall be deemed to have been given when received.
IX. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
assigns.
X. ENTIRE AGREEMENT
This Agreement, together with the Plan, contains the entire understanding
of the parties hereto with respect to the subject matter hereof and may be
modified only by an instrument executed by the party sought to be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
COMPANY:
Navtech, Inc.
BY: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
President and Chief Executive Officer
Optionee:
/s/ Xxxxxxx Xxxxxxx 0000 Xxx Xxxxxxx
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Signature of Optionee Xxxxxxxxx, XX 00000
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Xxxxxxx Xxxxxxx
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Name of Optionee Address of Optionee
