TERMS OF STOCK OPTION
Exhibit
99.1
TERMS
OF STOCK OPTION
This
Agreement, including Schedule A hereto, (collectively, the "Agreement") sets
forth the terms of stock options (each an "Option" collectively, the "Options")
granted to you (the "Participant") by SkyTerra Communications, Inc., a Delaware
corporation (the "Company").
BACKGROUND
A.
Participant is an executive or consultant of the Company or one of its
Subsidiaries.
B. In
consideration of services to be performed, the Company desires to afford the
Participant an opportunity to purchase shares of its common stock in accordance
with the SkyTerra Communications,
Inc. 2006 Equity and Incentive Plan (the "Plan") as provided
herein.
C.
Any capitalized terms not otherwise defined herein shall have the meaning
accorded them under the Plan.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties, hereto, intending to
be
legally bound, agree as follows:
1. Grant
of Options. The Company hereby irrevocably grants to Participant
the right to purchase all or any part of the aggregate number of shares of
the
common stock of the Company ("Common Stock"), par value $.01 per share (the
"Option Shares") specified on Schedule A attached hereto (the "Certificate"),
which option(s) shall constitute a Non-Qualified Stock Option, at the xxxxx
xxxxx listed in the Certificate (the "Option Price"), during the period and
subject to the conditions hereinafter set forth.
2. Option
Period. The Options may be exercised in accordance with the
provisions of Paragraphs 3 and 4 hereof during the applicable option period
(the
“Option Period”), which shall begin on the date specified in the Certificate
(the "Grant Date") and shall end on the expiration date specified in the
Certificate (the "Option Expiration Date"). All rights to exercise
the Options shall terminate on the applicable Option Expiration
Date.
3. Exercise
of Option. Each Option shall be exercisable in accordance with
the applicable vesting schedule and at the applicable xxxxx xxxxx per share
specified in the Certificate, provided that any portion of any Option which
is
exercisable in any year, but not exercised, may be carried forward and exercised
in any future year during the applicable Option Period, but in no event after
the applicable Option Expiration Date. In addition:
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(a)
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Other
than for reason’s set forth in Paragraph 3(c), upon the termination by the
Company or its Subsidiaries of Participant’s employment or service with
the Company or its Subsidiaries, other than for Cause, as defined
in the
Plan, any portion of the Option granted to Participant that is not
exercisable as of the date of such termination of employment or service
shall immediately vest, and the Option shall remain exercisable for
a
period of one year from and including the date of termination of
employment or service (and shall terminate
thereafter).
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(b)
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Upon
the termination by Participant of Participant’s employment or service with
the Company or its Subsidiaries, except for Good Reason within one
year
following a Change of Control, the portions of the outstanding Option
granted to Participant that
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(1)
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are
exercisable as of the date of such termination of employment or service
shall remain exercisable for a period of ninety (90) days from and
including the date of termination of employment or service (and shall
terminate thereafter). Unless the Committee in its sole discretion
determines otherwise, all portions of outstanding Options which are
not
exercisable as of the date of such termination of employment or service,
shall terminate upon the date of such termination of employment or
service.
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(c)
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If
Participant shall die while employed by or providing service to the
Company or its Subsidiaries, or within thirty (30) days after the
date of
termination of Participant’s employment or service, or if the
Participant’s employment or service terminates by reason of Disability,
the portions of the outstanding Option that are exercisable as of
the date
of such termination of employment or service shall remain exercisable
for
a period of one year from and including the date of termination of
employment or service (and shall terminate thereafter). Unless the
Committee in its sole discretion determines otherwise, all portions
of the
outstanding Option which are not exercisable as of the date of such
termination of employment or service, shall terminate upon the date
of
such termination of employment or
service.
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(d)
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If
Participant’s employment or service is terminated by the Company or its
Subsidiaries for Cause, all outstanding Options, whether or not they
are
exercisable as of the date of such termination of employment or service,
shall terminate upon the date of such termination of employment or
service; and
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(e)
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upon
Participant's termination of employment for Good Reason, on or within
one
year following a Change in Control, the Option, to the extent not
exercisable on the date of such termination of employment or service,
shall become fully exercisable and vested, and shall remain exercisable
for one year from and including the date of such termination of employment
or service (and shall terminate
thereafter).
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4. Manner
of Exercise. Exercise of the Options shall be by written notice
to Company pursuant to Paragraph 11 hereof and shall be in accordance with
Section 6(g) of the Plan. Upon receipt of such notice and payment,
the Company shall deliver a certificate or certificates representing the Option
Shares purchased. The certificate or certificates representing the
Option Shares shall be registered in the name of the Participant, or if the
Participant so requests, shall be issued in or transferred into the name of
the
Participant and another person jointly with the right of
survivorship. The certificate or certificates shall be delivered to
or upon the written order of the Participant. No Participant or his
legal representative, legatees or distributees, as the case may be, shall be
or
shall be deemed to be a holder of any shares subject to the Options unless
and
until certificates for such shares are issued to him or them upon the exercise
of an Option. The Option Shares that shall be purchased upon the
exercise of the Options as provided herein shall be fully paid and
nonassessable.
5. Transferability
of Options. The Options are not transferable by the Participant
other than by will or by the laws of descent and distribution in the event
of
the Participant's death, in which event the Options may be exercised by the
heirs or legal representatives of the Participant as provided in Paragraph
5
hereof. The Options may be exercised during the lifetime of the
Participant only by the Participant. Any attempt at assignment,
transfer, pledge or disposition of the Options contrary to the provisions hereof
or the levy of any execution, attachment or similar process upon the Options
shall be null and void and without effect. Any exercise of the
Options by a person other than the Participant shall be accompanied by
appropriate proofs of the right of such person to exercise the
Options.
(2)
6. Option
Shares to be Purchased for Investment. The Company currently has
an effective registration statement under the Securities Act of 1933 (the “Act”)
covering the Option Shares. If for any reason that registration
statement shall cease to be effective, it shall be a condition to the
exercise of the Options that the Option Shares acquired upon such exercise
be
acquired for investment and not with a view to distribution. If
requested by the Company upon advice of its counsel that the same is necessary
or desirable, the Participant shall, at the time of purchase of the Option
Shares, deliver to the Company Participant's written representation that
Participant (a) is purchasing the Option Shares for his own account for
investment, and not with a view to public distribution or with any present
intention of reselling any of the Option Shares (other than a distribution
or
resale which, in the opinion of counsel satisfactory to the Company, may be
made
without violating the registration provisions of the Act); (b) has been advised
and understands that (i) the Option Shares have not been registered under the
Act and are subject to restrictions on transfer and (ii) the Company is under
no
obligation to register the Option Shares under the Act or to take any action
which would make available to the Participant any exemption from such
registration; and (c) has been advised and understands that such Option Shares
may not be transferred without compliance with all applicable federal and state
securities laws.
7. Changes
in Capital Structure. The number of Option Shares covered by the
Options and the Option Price shall be subject to adjustment in accordance with
Section 4(d) of the Plan
8. Legal
Requirements. If the listing, registration or qualification of
the Option Shares upon any securities exchange or under any federal or state
law, or the consent or approval of any governmental regulatory body is necessary
as a condition of or in connection with the purchase of the Option Shares,
the
Company shall not be obligated to issue or deliver the certificates representing
the Option Shares as to which the Options have been exercised unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained. The Options do not hereby impose on the Company
a duty to so list, register, qualify, or effect or obtain consent or approval.
If registration is considered unnecessary by the Company or its counsel, the
Company may cause a legend to be placed on the certificates for the Option
Shares being issued calling attention to the fact that they have been acquired
for investment and have not been registered, such legend to read substantially
as follows:
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS THERE IS A REGISTRATION
STATEMENT IN EFFECT COVERING SUCH SECURITIES OR THERE IS AVAILABLE AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND APPLICABLE STATE SECURITIES LAWS."
9. No Obligation to Exercise
Options. The Participant shall be under no obligation to exercise
the Options.
10. Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed
to be properly given when personally delivered to the party entitled to receive
the notice or when sent by certified or registered mail, postage prepaid,
properly addressed to the party entitled to receive such notice at the address
stated below:
(3)
11. If
to the
Company:
Address of Company on file with the Securities and Exchange
Commission
Attention:
General
Counsel
If
to the Participant:
Address of Participant on file with the Company
12. Administration. The Options have been granted
pursuant to the Plan, and are subject to the terms and provisions thereof.
By
acceptance hereof the Participant acknowledges receipt of a copy of the
Plan. All questions of interpretation and application of the Plan and
the Options shall be determined by the Company, and such determination shall
be
final, binding and conclusive.
13. Successors
and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns.
14. Governing
Law. This Agreement shall be governed by and construed under the
laws of the State of Delaware without regard to conflicts of laws
principles.
15. Acceptance. This Agreement may be
accepted via an electronic acceptance, or in manually executed counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
16. Amendment. This
Agreement may not be amended except via an electronic acceptance or in a writing
signed by both parties.
IN
WITNESS WHEREOF, this Agreement has been executed and delivered to the
Participant identified in Schedule A hereto as of the Grant Date.
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SKYTERRA
COMMUNICATIONS, INC
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By:
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/s/ XXXXX XXXXXXX | ||
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Name:
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Xxxxx Xxxxxxx | ||
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Title:
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Executive Vice President, Chief Financial Officer and Treasurer | ||
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PARTICIPANT
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| /s/ XXXXX XXXXXXX | |||
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Xxxxx
Xxxxxxx
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(4)
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SCHEDULE A
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NAME: XXXXX
XXXXXXX
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TYPE
OF OPTIONS
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NUMBER
OF OPTIONS
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GRANT
DATE
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EXERCISE
PRICE
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VESTING
SCHEDULE
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OPTION
EXPIRATION DATE
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NQSO
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56,400
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August
20, 2007
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$12.41
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18,800
on 8/20/08 1st
anniversary
of Grant Date
18,800
on 8/20/09
2nd
anniversary of Grant Date
18,800
on 8/20/10
3rd
anniversary
of Grant Date
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August
20, 2017, subject to terms of
Agreement.
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(5)
