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EXHIBIT 10.25
ACE*COMM CORPORATION
AMENDED AND RESTATED OMNIBUS STOCK PLAN
NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
This Grant Agreement (the "Agreement") is entered into effective as of
March 23, 1999 (the "Grant Date"), by and between ACE*COMM Corporation, a
Maryland corporation (the "Company"), and Xxxxxx X. Xxxxxxxx ("Grantee").
ARTICLE 1
GRANT OF OPTION
SECTION 1.1 GRANT OF OPTION. Subject to the terms and conditions prescribed
in the Agreement and pursuant to the provisions of the Amended and Restated
Omnibus Stock Plan (the "Plan"), the Company hereby grants to Grantee as of the
Grant Date a Non-Qualified Stock Option (the "Option") to purchase all or any
part of 150,000 shares of voting common stock of the Company (the "Stock") at an
exercise price of $2.00 per share (the "Exercise Price").
SECTION 1.2 TERM OF OPTION. Unless the Option granted pursuant to Section
1.1 hereof terminates earlier pursuant to other provisions of the Agreement, the
Option shall expire at 5:00 p.m. Eastern Time on the day following the tenth
(10th) anniversary of its Grant Date.
ARTICLE 2
VESTING
SECTION 2.1 VESTING. Unless the Option has earlier terminated pursuant to
the provisions of the Agreement, Grantee shall become vested in the Option in
accordance with the schedule below, provided, however, that Grantee shall have
been in the continuous, full-time employ of the Corporation from the Grant Date
through the applicable date below:
Percentage of
Date Option Vested
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July 22, 1999 50,000 shares
July 22, 2000 50,000 shares
July 22, 2001 50,000 shares
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ARTICLE 3
EXERCISE OF OPTION
SECTION 3.1 EXERCISABILITY OF OPTION. The Option shall be exercisable with
respect to any vested shares. Except as otherwise provided herein, no portion of
the Option shall be exercisable by Grantee prior to the time such portion of the
Option has vested. Vested Option Shares that have become exercisable shall
remain exercisable throughout the term of this Option, except as otherwise set
forth in this Agreement, including Article 4.
SECTION 3.2 ACCELERATION OF EXERCISABILITY. Unless the Option has earlier
terminated pursuant to the provisions of the Agreement, the exercisability of
the Option granted to Grantee hereunder shall be accelerated so that the Vested
Option Shares shall become exercisable earlier in whole or in part upon the
terms and conditions set forth in the Employment Agreement dated as of October
1, 1998 between the Company and Xx. Xxxxxxxx (the "Employment Agreement").
SECTION 3.3 MANNER OF EXERCISE. The exercisable portion of the Option
shares may be exercised, in whole or in part, by delivering written notice to
the Compensation Committee of the Board of Directors in accordance with Section
5.8 hereof in such form as the Committee may require from time to time;
provided, however, that the Option may not be exercised at any one time as to
fewer than one hundred (100) shares (or such number of shares as to which the
Option is then exercisable if such number of shares then exercisable is less
than one hundred (100)). Such notice shall specify the number of shares of 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 Stock as to
which the Option is being exercised and any applicable withholding taxes which
may be due. Payment of the Exercise Price and any withholding tax obligations
shall be made in cash (or cash equivalents acceptable to the Committee in the
Committee's discretion). In the Committee's sole and absolute discretion, the
Committee may authorize payment of the Exercise Price and any withholding tax
obligations to be made, in whole or in part, by such other means as the
Committee may prescribe. The Option may be exercised only in multiples of whole
shares and no partial shares shall be issued.
The Committee, subject to such limitations as it may determine, may
authorize payment of the Exercise Price and any withholding tax obligations in
whole or in part, by delivery of a properly executed exercise notice, together
with irrevocable instructions: (i) to a brokerage firm approved by the Company
to deliver promptly to the Company the aggregate amount of sale or loan proceeds
to pay the exercise price and any withholding tax obligations that may arise in
connection with the exercise, and (ii) to the Company to deliver the
certificates for such purchased shares directly to such brokerage firm.
SECTION 3.4 ISSUANCE OF SHARES AND PAYMENT OF CASH UPON EXERCISE. Upon
exercise of the Option, in whole or in part, in accordance with the terms of the
Agreement and upon payment of the Exercise Price and any withholding tax
obligations for the shares of Stock as to which the Option is exercised, the
Company shall issue to Grantee or Grantee's permitted transferee, as the case
may be, the number of shares of Stock so paid for, in the form of fully paid and
nonassessable Stock.
ARTICLE 4
TERMINATION OF OPTION
Unless the Option has earlier terminated pursuant to the provisions of the
Agreement, the Option granted to Grantee shall terminate in its entirety upon
the events and on the terms and conditions set forth in the Employment
Agreement, but in any event not later than on the tenth anniversary of the Grant
Date.
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ARTICLE 5
MISCELLANEOUS
SECTION 5.1 NON-GUARANTEE OF EMPLOYMENT OR OTHER RELATIONSHIP. Nothing in
the Plan or the Agreement shall be construed as a contract of employment or for
services between the Company (or an affiliate) and Grantee, or as a contractual
right of Grantee to continued employment or affiliation with the Company or an
affiliate, or as a limitation of the right of the Company or an affiliate to
terminate its relationship with Grantee at any time.
SECTION 5.2 NO RIGHTS OF STOCKHOLDER. Grantee shall not have any of the
rights of a stockholder with respect to the shares of Stock that may be issued
upon the exercise of the Option until such shares of Stock have been issued to
him upon the due exercise of the Option.
SECTION 5.3 WITHHOLDING OF TAXES. The Company 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 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; provided, however, that the value of the
shares of 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 Company or an affiliate equal to the amount required
to be withheld. If Grantee does not make such payment when requested, the
Company may refuse to issue any Stock certificate under the Plan until
arrangements satisfactory to the Committee for such payment have been made.
SECTION 5.4 NONTRANSFERABILITY OF OPTION. Except as expressly authorized by
the Committee in writing, 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 5.5 AGREEMENT SUBJECT TO CHARTER, BY-LAWS AND GOVERNING LAWS. This
Agreement is subject to the Charter and By-Laws of the Company, and any
applicable Federal or state laws, rules or regulations, including without
limitation, the laws, rules, and regulations of the State of Maryland, other
than the conflict of laws principles thereof.
SECTION 5.6 GENDER. As used herein the masculine shall include the feminine
as the circumstances may require.
SECTION 5.7 HEADINGS. The headings in the Agreement are for reference
purposes only and shall not affect the meaning or interpretation of the
Agreement.
SECTION 5.8 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 Company, or addressed to the Committee,
care of the Company for the attention of its Secretary at its principal office
or, if the receiving party consents in advance, transmitted and received via
telecopy or via such other electronic transmission mechanism as may be available
to the parties.
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SECTION 5.9 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 5.10 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, as interpreted by the Committee in good faith.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the date
first above written.
ATTEST: ACE*COMM CORPORATION
By:
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Xxxxxx X. Xxxxxxx
WITNESS: GRANTEE
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Xxxxxx X. Xxxxxxxx
