Exhibit 10.17
MODEL
ANTEON INTERNATIONAL CORPORATION OMNIBUS STOCK PLAN
STOCK OPTION GRANT AGREEMENT
This Grant Agreement (the "Agreement"), effective the ___ day
of _______, 200[_] (the "Grant Date"), is entered into by and between ANTEON
INTERNATIONAL CORPORATION, a Delaware Corporation (the "Corporation"), and
____________ (the "Grantee").
ARTICLE 1
GRANT OF OPTION
SECTION 1.1 GRANT OF OPTIONS. Subject to the provision of the Agreement
and pursuant to the provisions of the Anteon International Corporation Omnibus
Stock Plan (the "Plan"), the Corporation hereby grants to Grantee as of the
Grant Date a stock option (the "Option") of the type stated on Schedule A,
attached hereto and made a part hereof, to purchase all or any part of the
number of shares of Common Stock of the Corporation, par value of $ 0.01 per
share, set forth on Schedule A, at the Exercise Price per share (the "Exercise
Price") set forth on Schedule A.
SECTION 1.2 TERM OF OPTIONS. Unless the Option granted pursuant to
Section 1.1 terminates earlier pursuant to other provisions of the Agreement,
the Option shall expire on the tenth anniversary of the Grant Date.
ARTICLE 2
VESTING
SECTION 2.1 VESTING SCHEDULE. Unless the Option has earlier terminated
pursuant to the provisions of this Agreement, the Option shall become vested and
exercisable with respect to the percentage or number of underlying shares
specified on Schedule A in accordance with the vesting schedule specified on
Schedule A; provided, however, that the Option shall become fully vested and
exercisable upon a Change in Control; provided, further that Grantee shall have
been in the continuous employ of or affiliation with the Corporation from the
Grant Date through the relevant vesting date.
ARTICLE 3
EXERCISE OF OPTION
SECTION 3.1 EXERCISABILITY OF OPTION. No portion of the Option granted
to Grantee shall be exercisable by Grantee prior to the time such portion of the
Option has vested.
SECTION 3.2 MANNER OF EXERCISE. The vested portion of the Option may be
exercised, in whole or in part, by delivering written notice to the Committee in
accordance with Section 5.9 hereof in such form as the Committee may require
from time
to time. Such notice shall specify the number of shares of Common Stock subject
to the Option as to which the Option is being exercised, and shall be
accompanied by full payment of the Exercise Price of the shares of Common Stock
as to which the Option is being exercised, such Exercise Price to be paid in a
manner permitted under the terms of Section 6(c) of the Plan. Payment of the
Exercise Price shall be made in cash (or cash equivalents acceptable to the
Committee in the Committee's sole and absolute discretion.) The Option may be
exercised only in multiples of whole shares and no partial shares shall be
issued.
SECTION 3.3 ISSUANCE OF SHARES AND PAYMENT OF CASH UPON EXERCISE. Upon
(i) exercise of the Option, in whole or in part, in accordance with the terms of
the Agreement and (ii) payment of the Exercise Price for the shares of Common
Stock as to which the Option is exercised, the Corporation shall issue to
Grantee the number of shares of Common Stock so paid for, in the form of fully
paid and nonassessable Common Stock (such shares, so issued, shall hereinafter
be referred to as "Shares").
ARTICLE 4
TERMINATION OF OPTION
SECTION 4.1 TERMINATION OF EMPLOYMENT OR AFFILIATION FOR REASON OTHER
THAN DEATH OR DISABILITY. Unless the Option has earlier terminated pursuant to
the provisions of the Agreement, the Option granted to Grantee shall terminate
in its entirety, regardless of whether the Option is vested in whole or in part,
thirty (30) days after the date Grantee is no longer employed by, nor affiliated
with, the Corporation and its affiliates for any reason other than Grantee's
death or Disability. Notwithstanding the foregoing, the Option granted to
Grantee shall terminate in its entirety, regardless of whether the Option is
vested in whole or in part, upon termination of the employment of the Grantee by
the Corporation or an affiliate for "cause". If Grantee is a party to a written
employment agreement with the Corporation or an affiliate which contains a
definition of "cause", "termination for cause" or any other similar term or
phrase, whether such Grantee is terminated for "cause" pursuant to this Section
4.1 shall be determined according to the terms of and in a manner consistent
with the provisions of such written employment agreement. If Grantee is not
party to such a written employment agreement with the Corporation or an
affiliate, then for purposes of this Section 4.1, "cause" shall mean: (i) the
failure by the Grantee to perform his or her duties as assigned by the
Corporation in a reasonable manner; (ii) any violation or breach by the Grantee
of his or her employment agreement with the Corporation, if any; (iii) any act
by the Grantee of dishonesty or bad faith with respect to the Corporation; (iv)
the use of alcohol, drugs or other similar substances affecting the Grantee's
work performance; or (v) the commission by the Grantee of any act, misdemeanor,
or crime reflecting unfavorably upon the Grantee or the Corporation. The good
faith determination by the Committee of whether the Grantee's employment was
terminated by the Corporation for `cause" shall be final and binding for all
purposes hereunder.
SECTION 4.2 UPON GRANTEE'S DEATH. Unless the Option has earlier
terminated pursuant to the provisions of the Agreement, upon Grantee's death the
Option shall become fully vested and exercisable and Grantee's executor or
personal representative,
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the person to whom the Option shall have been transferred by will or the laws of
descent and distribution, or such other permitted transferee, as the case may
be, may exercise all or any part of the outstanding Option with respect to
shares of Common Stock in accordance with the requirements of section 3.3
hereof, provided such exercise occurs within six (6) months after the date of
Grantee's death or at any time before the end of the stated term of the Option,
whichever is earlier.
SECTION 4.3 TERMINATION OF EMPLOYMENT OR AFFILIATION BY REASON OF
DISABILITY. Unless the Option has earlier terminated pursuant to the provisions
of the Agreement, in the event that Grantee ceases, by reason of Disability, to
be an employee of or affiliated with the Corporation or an affiliate, the Option
shall become fully vested and exercisable and the Option may be exercised, in
accordance with the requirements of section 3.3 hereof, in whole or in part at
any time within six (6) months after the date of Disability or at any time
before the end of the stated term of the Option, whichever is earlier. For
purposes of this Agreement, "Disability" shall mean (i) the mutual agreement of
the Grantee and the Corporation that Grantee is disabled for purposes of this
Agreement, or (ii) the inability of the Grantee to substantially perform
Grantee's then present duties and responsibilities with the Corporation by
reason of any medically determinable physical or mental impairment which has
lasted or can be expected to last for an aggregate of six months in any twelve
(12) month period. The Committee may require such proof of Disability as the
Committee in its sole and absolute discretion deems appropriate and the
Committee's determination as to whether Grantee is Disabled shall be final and
binding on all parties concerned.
SECTION 4.4 FORFEITURE UPON ENGAGING IN ACTIVITIES DETRIMENTAL TO
CORPORATION. If, at any time within (a) the term of the Option or (b) within two
(2) years after Grantee exercises any portion of the Option or (c) within one
(1) year after Grantee terminates employment for any reason, whichever is the
latest, Grantee engages in any activity in competition with any activity of
Corporation, or inimical, contrary or harmful to the interests of Corporation,
including, but not limited to: (i) conduct related to Grantee's employment for
which either criminal or civil penalties against Grantee may be sought, (ii)
violation of Corporation's policies, (iii) disclosing or misusing any
confidential information or material concerning Corporation, or (iv)
participating in a hostile takeover attempt, then (1) the Option shall terminate
effective the date on which Grantee enters into such activity, unless terminated
sooner pursuant to the provisions of this Agreement, and (2) the amount of any
gain realized by Grantee from exercising all or a portion of the Option at any
time during the Option term, determined as of the time of exercise, shall be
paid by Grantee to Corporation.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1 NO GUARANTY OF EMPLOYMENT. Nothing in the Plan or the
Agreement shall be construed as a contract of employment between the Corporation
(or an affiliate) and Grantee, or as a contractual right of Grantee to continue
in the employ of the Corporation or an affiliate, or as a limitation of the
right of the Corporation or an affiliate to discharge Grantee at any time.
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SECTION 5.2 NO RIGHTS OF STOCKHOLDER. Grantee shall not have any of the
rights of a stockholder with respect to the shares of Common Stock that may be
issued upon the exercise of the Option until such shares of Common Stock have
been issued to him upon the due exercise of the Option.
SECTION 5.3 NOTICE OF DISQUALIFYING DISPOSITION. If Grantee makes a
disposition (as that term is defined in ss.424(c) of the Code) of any shares of
Common Stock acquired pursuant to the exercise of an Incentive Stock Option
within two (2) years of the Grant Date or within one (1) year after the shares
of Common Stock are transferred to Grantee, Grantee shall notify the Committee
of such disposition in writing.
SECTION 5.4 WITHHOLDING OF TAXES. The Corporation or any affiliate
shall have the right to deduct from any compensation or any other payment of any
kind (including withholding the issuance of shares of Common Stock) due Grantee
the amount of any federal, state or local taxes required by law to be withheld
as the result of the exercise of the Option or the disposition (as that term is
defined in ss.424(c) of the Code) of shares of Common Stock acquired pursuant to
the exercise of the Option; provided, however, that the value of the shares of
Common Stock withheld may not exceed the statutory minimum withholding amount
required by law. In lieu of such deduction, the Committee may require Grantee to
make a cash payment to the Corporation or an affiliate equal to the amount
required to be withheld. If Grantee does not make such payment when requested,
the Corporation may refuse to issue any Common Stock certificate under the Plan
until arrangements satisfactory to the Committee for such payment have been
made.
SECTION 5.5 NONTRANSFERABILITY OF OPTION. The Option shall be
nontransferable otherwise than by will or the laws of descent and distribution,
and during the lifetime of Grantee, the Option may be exercised only by Grantee
or, during the period Grantee is under a legal disability, by Grantee's guardian
or legal representative.
SECTION 5.6 AGREEMENT SUBJECT TO CHARTER, BY-LAWS AND GOVERNING LAWS.
This Agreement is subject to the Charter and By-Laws of the Corporation, and any
applicable Federal or state laws, rules or regulations, including without
limitation, the laws, rules, and regulations of the State of Delaware, other
than the conflict of laws principles thereof.
SECTION 5.7 GENDER. As used herein the masculine shall include the
feminine as the circumstances may require.
SECTION 5.8 HEADINGS. The headings in the Agreement are for reference
purposes only and shall not affect the meaning or interpretation of the
Agreement.
SECTION 5.9 NOTICES. All notices and other communications made or given
pursuant to the Agreement shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to Grantee at the
address contained in the records of the Corporation, or addressed to the
Corporation at its headquarters address marked for the attention of its General
Counsel and Secretary or, if the receiving
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party consents in advance, transmitted and received via telecopy or via such
other electronic transmission mechanism as may be available to the parties,
SECTION 5.10 ENTIRE AGREEMENT; MODIFICATION. The Agreement contains the
entire agreement between the parties with respect to the subject matter
contained herein and may not be modified, except as provided in the Plan or in a
written document signed by each of the parties hereto.
SECTION 5.11 CONFORMITY WITH PLAN. This Agreement is intended to
conform in all respects with, and is subject to all applicable provisions of,
the Plan, which is incorporated herein by reference. Unless stated otherwise
herein, capitalized terms in this Agreement shall have the same meaning as
defined in the Plan. Inconsistencies between this Agreement and the Plan shall
be resolved in accordance with the terms of the Plan. In the event of any
ambiguity in the Agreement or any matters as to which the Agreement-is silent,
the Plan shall govern.
IN WITNESS WHEREOF, the parties have executed the Agreement as
of the date first above written.
ANTEON INTERNATIONAL CORPORATION GRANTEE
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By: -----------------------
Title: --------------------
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SCHEDULE A
STOCK OPTION GRANTED TO:
TYPE OF OPTION: [Non-Qualified Option/Incentive Option]
GRANT DATE:
NUMBER OF SHARES:
EXERCISE PRICE PER SHARE:
VESTING SCHEDULE:
1. [___ percent (__%) of the shares subject to the Option shall be vested
as of the Grant Date; and an additional]
2. ___ percent (__%) of the shares subject to the Option shall be vested
on the first anniversary of the Grant Date; and an additional
3. ___ percent (__%) of the shares subject to the Option shall be vested on
the second anniversary of the Grant Date; and an additional
4. ___ percent (__%) of the shares subject to the Option shall be vested
on the third anniversary of the Grant Date; and an additional
5. ___ percent (__%) of the shares subject to the Option shall be vested on
the fourth anniversary of the Grant Date.
EXPIRATION DATE:
Any Option shares as to which Grantee has not exercised Grantee's right to
purchase prior to the expiration of ten (10) years after the Grant Date shall
expire and be no longer exercisable by Grantee.
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