The following Form of Incentive Stock Option Agreement was entered into with the
following executive officers:
Number
of Shares
Underlying Expiration
Name Option Vesting Exercise Price Grant Date Date
---- ------ ------- -------------- ---------- ----
Xxxxxxx X. Xxxxx 45,000 20% per year $3.75 12/08/98 12/08/08
for five
years
Xxxxxxx X. Xxxxxx 40,000 20% per year $3.75 12/08/98 12/08/08
for five
years
Xxxxxx X. Xxxxxx 42,500 20% per year $3.75 12/08/98 12/08/08
for five
years
Xxxxxxx X. Xxxxxxxxxx 33,500 20% per year $3.75 12/08/98 12/08/08
for five
years
-------------------------
Optionee
VDC COMMUNICATIONS, INC.
FORM OF INCENTIVE STOCK OPTION AGREEMENT
UNDER THE VDC COMMUNICATIONS, INC.
1998 STOCK INCENTIVE PLAN (THE "PLAN")
This Agreement is made as of December 8, 1998, (the "Grant Date")
by and between VDC Communications, Inc., a Delaware corporation (the
"Corporation") and
(the "Optionee").
WHEREAS, Optionee is a valuable employee of the Corporation or
one of its subsidiaries and the Corporation considers it desirable and in its
best interest that Optionee be given an inducement to acquire a proprietary
interest in the Corporation and an incentive to advance the interests of the
Corporation by granting the Optionee an option to purchase shares of common
stock of the Corporation (the "Common Stock");
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree that as of the Grant Date, the Corporation hereby grants
Optionee an option to purchase from it, upon the terms and conditions set forth
in the Plan (a copy of which is attached hereto), 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 is binding upon the parties hereto and their
respective heirs, personal representatives, successors and
assigns.
(b) This Agreement will be governed and interpreted in accordance
with the laws of the State of Delaware, 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.
In witness whereof, the parties have executed this Agreement as of
the Grant Date.
VDC COMMUNICATIONS, INC.
By: ------------------------
Xxxxxxxxx X. Xxxxx
Chief Executive Officer
OPTIONEE
------------------------
2
------------------------
Optionee
SCHEDULE A
1. Grant Date: ------------------------
2. Number of Shares of Common Stock covered by the Option:----------------------
3. Exercise Price (100% of Fair Market Value of Common Stock on the Grant Date):
------------------------
4. The Option shall vest in accordance with the following schedule:
(i) ----- shares shall vest on the first anniversary of the Grant Date;
(ii) ----- shares shall vest on the second anniversary of the Grant Date;
(iii) ----- shares shall vest on the third anniversary of the Grant Date;
(iv) ----- shares shall vest on the fourth anniversary of the Grant Date;
and
(v) ----- shares shall vest on the fifth anniversary of the Grant Date.
------------------------
Initials of Authorized
Officer of VDC Communications, Inc.
------------------------
Optionee's Initials
3
