FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT g8wave Holdings, Inc.
g8wave
Holdings, Inc.
2007
Equity Incentive Plan
g8wave
Holdings, Inc. (the
“Company”) hereby grants to Grantee an option to purchase the Number of Shares
of Common Stock of the Company for the Exercise Price per share set for below
(the “Option”) pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”)
and upon the terms and conditions below. A copy of the Plan is attached hereto
and is incorporated herein in its entirety by reference.
| 1. |
Identifying
Provisions.
As
used in this Option Agreement, the following terms shall have the
following respective meanings:
|
| (a) |
Grantee:
|
| (b) |
Date
of grant:
|
| (c) |
Number
of Shares:
|
| (d) |
Exercise
Price: $
|
| (e) |
Expiration
Date:
|
| 2. |
Timing
of Exercise.
The Option expires on the close of business on the Expiration Date
and
shall not be exercisable thereafter. Subject to the restrictions on
exercise below, the Option shall vest and become exercisable on each
date
set forth below to purchase the Number of Shares indicated for each
date:
|
Date: Number
of Shares Vesting on Date:
(a)
(b)
(c)
(d)
| 3. |
Restrictions
on Exercise.
The following additional provisions shall apply to the exercise of
the
Option:
|
| (a) |
If
the Grantee’s employment or other service relationship is terminated by
the Company for “cause,” the Option shall terminate automatically and
without notice to the Grantee on the date the Grantee’s employment or
other service relationship is terminated. For purposes hereof, “cause”
shall mean (i) illegal or disreputable conduct that impairs the
reputation, good will or business of the Company or involves the
misappropriation of funds or other property of the Company, (ii) willful
misconduct by the Grantee or willful failure to perform his or her
responsibilities in the best interests of the Company (including, without
limitation, breach by the Grantee of any provision of any employment,
advisory, consulting, nondisclosure, noncompetition or other agreement
between the Grantee and the Company or any subsidiary of the Company),
(iii) refusal or failure to carry out any employment or other service
relationship duties reasonably assigned to the Grantee other than by
reason of death or disability, or (iv) demonstrated negligence or gross
inefficiency in the execution of the Grantee’s employment or other service
relationship duties for the Company. Any resignation in anticipation
of
discharge for cause that is accepted by the Company in lieu of a formal
discharge for cause shall be deemed a termination of employment or
other
service relationship for cause for purposes hereof.
|
| (b) |
If
the Grantee dies while employed by or performing other services for
the
Company or within thirty (30) days after the Grantee ceases employment
or
other service to the Company due to disability, each Option held by
the
Grantee immediately prior to death may be exercised, to the extent
it was
exercisable immediately prior to death, by the Grantee’s executor or
administrator or by the person or persons to whom the Option is
transferred by will or the applicable laws of descent and distribution,
at
any time within a one-year period beginning with the date of the Grantee’s
death, but in no event after the Expiration Date.
|
| (c) |
If
the Grantee’s employment or other service relationship with the Company
terminates for any reason other than cause or death, all Options held
by
the Grantee that are not then exercisable shall terminate as of the
date
employment or other service relationship terminates. Options that are
exercisable as of the date employment or other service relationship
terminates shall be exercisable by the Grantee during the thirty (30)
days
following such termination, but only as to the number of shares, if
any,
as to which the Option was exercisable immediately prior to such
termination and in no event after the Expiration
Date.
|
| 4. |
Exercise
of Option.
The Option may be exercised only as follows: (a)(1) by delivering a
Stock
Transaction Authorization Form and/or any other form(s) required by
the
Company to be executed and delivered by the Grantee at the time of
exercise or (2) through the Company’s designated broker for stock option
exercises at the time of exercise, if any (the “Broker”), in compliance
with the procedures established by the Broker, and (b) by delivering
to
the Company payment for the aggregate Exercise Price for the portion
of
the Option being exercised, plus any applicable payroll withholding
taxes
(the “Payment Amount”), through (i) a check or wire transfer payable to
the Company, (ii) shares of Common Stock of the Company transferred
to the
Company having a Fair Market Value equal to the Payment Amount, or
(iii)
the payment options offered by the
Broker.
|
| 5. |
Non-Transferable.
The
Grantee may not transfer the Option except by will, qualified domestic
relations order, or laws of descent and distribution, subject to the
terms
and conditions of the Plan. The Option shall not be otherwise sold,
assigned, transferred, pledged or otherwise encumbered in any way,
whether
by operation of law or otherwise, and shall be exercisable during the
Grantee’s lifetime only by the Grantee or his guardian or legal
representative.
|
| 6. |
No
Fractional Shares.
In
the event exercise of the Option shall require the Company to issue
a
fractional share of Common Stock of the Company, such fraction shall
be
disregarded and the purchase price payable in connection with such
exercise shall be appropriately reduced. Any such fractional share
shall
be carried forward and added to any shares covered by future exercise(s)
of the Option.
|
| 7. |
Brokerage
Fees, Commissions & Taxes.
Any brokerage fees or commissions and all taxes are the responsibility
of
the Grantee. No later than the date of exercise, the Grantee shall
pay to
the Company, or make provision satisfactory to the Company for payment
of,
any taxes required by law to be withheld in connection with the exercise
of the Option.
|
| 8. |
Rights
in Shares Before Issuance and Delivery.
No
person shall be entitled to the privileges of stock ownership in respect
of any shares issuable upon exercise of the Option unless and until
such
shares have been issued to such person as fully paid
shares.
|
| 9. |
Non-Incentive
Stock Option.
The Option is not intended to be an incentive stock option pursuant
to
Section 422 of the Internal Revenue Code.
|
| 10. |
The
Plan.
This Option Agreement is subject to, and the Grantee agrees to be bound
by, all of the terms and conditions of the Plan under which the Option
was
granted, as the same may be amended from time to time in accordance
with
the terms thereof. Pursuant to the Plan, the Board of the Company (or
any
Committee thereof) has final authority to interpret and construe the
Plan
and this Option Agreement, and is authorized to adopt rules and
regulations for carrying out the Plan.
|
| 11. |
Treatment
of Option.
The Option and any exercise thereof or purchase of shares thereunder
shall
constitute special incentive payments to the Grantee and shall not
be
taken into account in computing the amount of salary or compensation
of
the Grantee for the purpose of determining any pension, retirement,
death
or other benefits under (a) any pension, retirement, profit-sharing,
bonus, life insurance, 401(k) or other employee benefit plan of the
Company, or any of its affiliates, or (b) any agreement between the
Company or any of its affiliates on the one hand, and the Grantee on
the
other hand, except as such plan or agreement shall otherwise expressly
provide.
|
| 12. |
Laws
Applicable to Construction.
This Option Agreement shall be construed and enforced in accordance
with
the laws of the State of Delaware.
|
| 13. |
Entire
Agreement.
This Agreement embodies the entire agreement of the parties hereto
with
respect to the Option granted hereunder, and all other matters contained
herein. This Agreement supersedes and replaces any and all prior oral
or
written agreements with respect to the subject matter hereof. This
Agreement may be amended, and any provision hereof waived, only in
a
writing signed by the party against whom such amendment or waiver is
sought to be enforced. A waiver on one occasion shall not be deemed
to be
a waiver of the same or any other breach on a future occasion. If there
is
any inconsistency between the provisions of this Agreement and of the
Plan, the provisions of the Plan shall
govern.
|
IN
WITNESS WHEREOF,
the
Company has executed this Option Agreement on ________________.
20__.
g8wave
Holdings, Inc.
By__________________________
By
signing this Option Agreement below, the Grantee hereby acknowledges that he
or
she has read, understands and accepts the Option Agreement and agrees to all
of
the terms and conditions set forth herein and in the g8wave Holdings, Inc.
2007
Equity Incentive Plan.
____________________________
Grantee
Signature
____________________________
Print
Name
____________________________
Date
