STOCK OPTION AGREEMENT made as of the ___ day of __________ between NAVTECH, INC., a Delaware corporation (the “Company”), and (the “Optionee”).
STOCK
OPTION AGREEMENT
made as
of the ___ day of __________ between NAVTECH,
INC.,
a
Delaware corporation (the “Company”), and (the
“Optionee”).
WHEREAS,
the
Optionee is an employee of the Company or a subsidiary thereof;
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. |
The
Company hereby grants to the Optionee the right and option (the “Option”) to
purchase up to ______________________ (_____) shares of the Common Stock
of the
Company (the “Option Shares”) as follows:
| (i) |
All
or any part of ___________________________ (______) shares commencing
________ and terminating at 5:00 P.M., EST _________ (the “Expiration
Date”).
|
| (ii) |
All
or any part of ___________________________ (______) shares commencing
________ and terminating at 5:00 P.M., EST on the Expiration
Date.
|
| (iii) |
All
or any part of ___________________________ (______) shares commencing
________ and terminating at 5:00 P.M., EST on the Expiration
Date.
|
| (iv) |
All
or any part of ___________________________ (______) shares commencing
________ and terminating at 5:00 P.M., EST on the Expiration
Date.
|
| II. |
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. |
The
exercise price of each of the Option Shares shall be _________ dollars and
______ cents (US$______) (the “Option Price”).
| IV. |
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. |
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. |
| (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 employment 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
employment 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. |
The
terms
and conditions of the Plan are hereby incorporated by reference and made
a part
hereof.
| VIII. |
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. |
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives, successors and assigns.
| X. |
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: __________________________
Xxxxx
Xxxxxxx
President
and Chief Executive Officer
Optionee:
|
____________________
Signature
of Optionee
|
____________________
____________________
|
| __________________ | ____________________ |
|
Name
of Optionee
|
Address
of Optionee
|