THIS AGREEMENT SUPERSEDES AND RENDERS NULL AND VOID A PRIOR INCENTIVE STOCK
OPTION AGREEMENT BETWEEN THE PARTIES MADE AS OF OCTOBER 1, 1999 (NO. 1999-OP5).
1999-OP5/A
Xxxxx Xxxxxx
Optionee
VDC COMMUNICATIONS, INC.
------------------------
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE VDC COMMUNICATIONS, INC.
1998 STOCK INCENTIVE PLAN, AS AMENDED (the "Plan")
This Agreement is made as of November 30, 1999, by and between
VDC Communications, Inc., a Delaware corporation (the "Corporation") and Xxxxx
Xxxxxx (the "Optionee").
WHEREAS, the parties entered into an Incentive Stock Option
Agreement (the "October Option Agreement") dated October 1, 1999 (the "Grant
Date") representing an option (the "October Option") to purchase 20,000 shares
of Corporation common stock ("Common Stock");
WHEREAS, on November 30, 1999 the Board of Directors of the
Corporation amended the vesting schedule of the October Option; and
WHEREAS, the parties wish to enter into a new agreement that
amends, supersedes and renders null and void the October Option Agreement and
the October Option.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree that the Corporation has granted Optionee an option to
purchase from it, upon the terms and conditions set forth in the Plan (a copy of
which is attached hereto) and this Agreement, that number of shares of the
authorized and unissued Common Stock of the Corporation as is set forth on
Schedule A hereto.
1. Terms of Stock Option. The option to purchase Common
Stock granted herein is subject to the terms, conditions, and covenants set
forth in the Plan as well as the following:
(a) This option shall constitute an Incentive
Stock Option which is intended to qualify
under Section 422 of the Internal Revenue
Code of 1986, as amended;
(b) The per share exercise price for the shares
subject to this option shall be the 100% of
the Fair Market Value (as defined in the
Plan) of the Common Stock on the Grant Date,
which exercise price is set forth on
Schedule A hereto;
(c) This option shall vest in accordance with
the vesting schedule set forth on Schedule A
hereto; and
(d) No portion of this option may be exercised
more than ten (10) years from the Grant
Date.
2. Payment of Exercise Price. The option may be
exercised, in part or in whole, only by written request to the Corporation
accompanied by payment of the exercise price in full either: (i) in cash for the
shares with respect to which it is exercised; (ii) by delivering to the
Corporation a notice of exercise with an irrevocable direction to a
broker-dealer registered under the Securities Exchange Act of 1934, as amended,
to sell a sufficient portion of the shares and deliver the sale proceeds
directly to the Corporation to pay the exercise price; (iii) in the discretion
of the Plan Administrator, through the delivery to the Corporation of
previously-owned shares of Common Stock having an aggregate Fair Market Value
equal to the option exercise price of the shares being purchased pursuant to the
exercise of the Option; provided, however, that shares of Common Stock delivered
in payment of the option price must have been held by the Optionee for at least
six (6) months in order to be utilized to pay the option price; (iv) in the
discretion of the Plan Administrator, through an election to have shares of
Common Stock otherwise issuable to the Optionee withheld to pay the exercise
price of such Option; or (v) in the discretion of the Plan Administrator,
through any combination of the payment procedures set forth in Subsections (i) -
(iv) of this paragraph.
3. Miscellaneous.
(a) This Agreement and the options represented
hereby may not be assigned or transferred in
any manner except by will or by the laws of
descent and distribution or pursuant to a
domestic relations order.
(b) This Agreement will be governed and
interpreted in accordance with the laws of
the State of Connecticut and may be executed
in more than one counterpart, each of which
shall constitute an original document.
(c) No alterations, amendments, changes or
additions to this agreement will be binding
upon either the Corporation or Optionee
unless reduced to writing and signed by both
parties.
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(d) All controversies or claims arising out of
this Agreement shall be determined by
binding arbitration, conducted at the
Corporation's offices in Greenwich,
Connecticut, or at such other location
designated by the Corporation, before the
American Arbitration Association.
(e) No rule of construction requiring
interpretation against the drafting party
shall apply to the interpretation of this
Agreement.
(f) If any provision of this Agreement is held
to be invalid, the remaining provisions
shall remain in full force and effect.
(g) This Agreement supersedes and renders null
and void the October Option Agreement and
the October Option.
(h) The recitals to this Agreement constitute a
part of this Agreement.
In witness whereof, the parties have executed this Agreement
as of the Grant Date.
CORPORATION:
VDC COMMUNICATIONS, INC.
By:/s/ Xxxxxxxxx X. Xxxxx
----------------------
Xxxxxxxxx X. Xxxxx
Chief Executive Officer
OPTIONEE:
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Optionee
Schedule A
1. Grant Date: October 1, 1999
2. Number of Shares of Common Stock covered by the Option: 20,000
3. Exercise Price (100% of Fair Market Value of Common Stock on the Grant
Date): $1.25
4. The Option shall vest in accordance with the following schedule:
(i) 4,000 shares shall vest on March 29, 2000, provided Optionee
remains continuously employed by the Corporation, or its
subsidiaries, from October 1, 1999 through March 28, 2000;
(ii) 4,000 shares shall vest on March 29, 2001, provided Optionee
remains continuously employed by the Corporation, or its
subsidiaries, from October 1, 1999 through March 28, 2001;
(iii) 4,000 shares shall vest on March 29, 2002, provided Optionee
remains continuously employed by the Corporation, or its
subsidiaries, from October 1, 1999 through March 28, 2002;
(iv) 4,000 shares shall vest on March 29, 2003, provided Optionee
remains continuously employed by the Corporation, or its
subsidiaries, from October 1, 1999 through March 28, 2003; and
(v) 4,000 shares shall vest on March 29, 2004, provided Optionee
remains continuously employed by the Corporation, or its
subsidiaries, from October 1, 1999 through March 28, 2004.
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