Exhibit 99.2
MOTIENT CORPORATION 2002 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Grant Notice
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OPTIONEE: GRANT NO.:
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DATE OF GRANT: COVERED SHARES:
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OPTION PRICE PER SHARE:
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OPTIONEE'S SOCIAL SECURITY NUMBER:
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Agreement Terms
1. Nonqualified Stock Option Grant. Pursuant to the Plan and subject to the
terms of this Agreement, the Corporation hereby grants to the Optionee a
nonqualified stock option to purchase shares of Stock equal to the number of
Covered Shares set forth in the Grant Notice. This option is not intended to be
an incentive stock option under Section 422 of the Internal Revenue Code and
will be interpreted accordingly.
2. Terms of the Nonqualified Stock Option.
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(a) Vesting. Your option is only exercisable before it expires and then
only with respect to the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to purchase a whole
number of vested Covered Shares by following the procedures set forth in the
Plan and below in this Agreement.
(i) Fifty percent (50%) of the total number of Covered Shares under your
option vest as follows: Your right to purchase shares of Stock under your option
vests as to one-sixth (1/6) of the total number of Covered Shares on each of the
first, second and third anniversaries of the Grant Date, provided you continue
in Service on such dates.
(ii)The remaining fifty percent (50%) of the total number of Covered Shares
under your option vest as follows: Your right to purchase shares of Stock under
your option vests as to one-sixth (1/6) of the total number of Covered Shares
upon confirmation that the Corporation has satisfied specified financial
performance criteria for each of the fiscal years 2002, 2003,and 2004. Such
confirmation will be determined by the Compensation Committee no later than
April 1 of the year following the fiscal year in question. The specified
financial criteria in respect of fiscal year 2002 shall be determined by the
Compensation Committee no later than September 1, 2002, and the specified
financial criteria in respect of fiscal years 2003 and 2004 shall be determined
by the Compensation Committee no later than April 1 of each such fiscal year. If
the specified financial performance criteria are not met for any such fiscal
year, the shares that would have vested upon confirmation that the performance
criteria were met for such year will be forfeited.
In each of clauses (i) and (ii) above, the resulting aggregate number of
vested shares will be rounded to the nearest whole number, and you cannot vest
in more shares of Stock than the number of Covered Shares.
(b) Accelerated Vesting Upon Change of Control. Upon a Change of Control,
all of your Covered Shares that have not yet vested shall fully vest. For the
sake of clarity, "Covered Shares" in this context does not include any shares
that did not vest and were forfeited due to the financial performance criteria
not being met as provided in clause (a)(ii) above. Fifteen days prior to the
scheduled consummation of the Change of Control, your unvested Covered Shares
shall become immediately exercisable for a period of fifteen days. Any exercise
of your unvested Covered Shares during such period shall be conditioned upon the
consummation of the Change of Control, and the exercise of such Covered Shares
shall only become effective immediately before the consummation of such Change
of Control.
(c) Term of Option. Your option will expire in any event at the close of
business at the Corporation's headquarters on the day before the 10th
anniversary of the Date of Grant. Your option will expire earlier if your
Service terminates, as described below.
(d) Termination of Service.
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(i) Regular Termination. If your Service terminates for any reason,
other than death, Disability or Cause, then your option will expire at the
close of business at the Corporation's headquarters three (3) months after
your termination date.
(ii) Termination for Cause. If your Service is terminated for Cause,
then you shall immediately forfeit all rights to your option and the option
shall immediately expire.
(iii) Termination for Death. If your Service terminates because of
your death, then your option will expire at the close of business at the
Corporation's headquarters on the date twelve (12) months after the date of
your death. During that twelve (12) month period, your estate or heirs may
exercise the vested portion of your option. In addition, if you die during
the three (3) month period described in connection with a regular
termination, and a vested portion of your option has not yet been
exercised, then your option will instead expire on the date twelve (12)
months after your termination date. In such a case, during the period
following your death up to the date twelve (12) months after your
termination date, your estate or heirs may exercise the vested portion of
your option.
(iv) Termination for Disability. If your Service terminates because
of Disability, then your option will expire at the close of business at the
Corporation's headquarters on the date twelve (12) months after your
termination date.
(e) Leave of Absence. For purposes of this option, your Service does not
terminate when you go on a bona fide employee leave of absence that was approved
by the Corporation in writing if the terms of such leave provide for continued
Service crediting or Service crediting is required by applicable law. However,
your Service will be treated as terminating three (3) months after you went on
employee leave, unless your right to return to active work is guaranteed by law
or by contract. Your Service terminates in any event when the approved employee
leave ends unless you immediately return to active employee work. The
Corporation determines, in its sole discretion, which leaves count for this
purpose and when your Service terminates for all purposes under the Plan.
3. Notice of Exercise. When you wish to exercise your option, you must notify
the Corporation by filing the proper "Notice of Exercise" form at the address
given on the form. Your notice must specify how many shares you wish to
purchase. Your notice must also specify how your shares should be registered (in
your name only or in your and your spouse's names as joint tenants with right of
survivorship). The notice will be effective when it is received by the
Corporation. If someone else wants to exercise this option after your death,
that person must prove to the Corporation's satisfaction that he or she is
entitled to do so. Any exercise of the option is subject to compliance by the
Optionee with the Corporation's Xxxxxxx Xxxxxxx Policy then in effect.
4. Form of Payment. When you submit your Notice of Exercise, you must include
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payment of the option price per share for the shares you are purchasing.
Payment may be made in one (or a combination) of the following forms:
(a) Cash. Cash, your personal check, a cashier's check, a money order or
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another cash equivalent acceptable to the Corporation;
(b) Cashless Exercise. To the extent a public market for the Stock exists,
the Compensation Committee and/or the Board of Directors may, from time to time
and/or on a case-by-case basis, permit you to exercise your option by delivery
(on a form to be prescribed by the Corporation) of an irrevocable direction to a
licensed securities broker acceptable to the Corporation to sell Stock and to
deliver all or part of the sale proceeds to the Corporation in payment of the
aggregate option price and any withholding taxes.
5. Withholding Taxes. You agree, as a condition of this grant, that you will
make acceptable arrangements to pay any withholding or other taxes that may be
due as a result of any option exercise or sale of Stock acquired under this
option. In the event that the Corporation determines that any federal, state,
local or foreign tax or withholding payment is required relating to the exercise
or sale of shares arising from this grant, the Corporation shall have the right
to require such payments from you, or withhold such amounts from other payments
due to you from the Corporation or any Affiliate.
6. Transfer of Option. During your lifetime, only you (or, in the event of your
legal incapacity or incompetency, your guardian or legal representative) may
exercise this option. You cannot transfer or assign this option. For instance,
you may not sell this option or use it as security for a loan. If you attempt to
do any of these things, this option will immediately become invalid. You may,
however, dispose of this option in your will or it may be transferred upon your
death by the laws of descent and distribution.
7. Shareholder Rights. You, or your estate or heirs, have no rights as a
shareholder of the Corporation until a certificate for your option's shares has
been issued (or an appropriate book entry has been made). No adjustments are
made for dividends or other rights if the applicable record date occurs before
your stock certificate is issued (or an appropriate book entry has been made),
except as described in the Plan.
8. Adjustments. In the event of a stock split, a reverse stock split, a stock
dividend or a similar change in the Stock, the number of shares covered by your
option and the option price per share may be adjusted (and may be rounded down
to the nearest whole number) pursuant to the Plan. Your option shall be subject
to the terms of an agreement of merger, liquidation or reorganization in the
event the Corporation is subject to such corporate activity.
9. Employment. Neither the granting of the option evidenced by this Agreement
nor any term or provision of this Agreement shall constitute or be evidence of
any understanding, express or implied, on the part of the Corporation to employ
the Optionee for any period. Whenever reference is made in this Agreement to the
employment of the Optionee, it means employment by the Corporation or any
Affiliate.
10. Forfeiture of Gains. Any gain realized by you in connection with the option
or the exercise thereof shall be forfeited by you to the Corporation if you
violate or breach or take other actions in conflict with, any non-competition
agreement, any agreement prohibiting solicitation of employees or clients of the
Corporation or any Affiliate thereof or any confidentiality obligation with
respect to the Corporation or any Affiliate thereof or otherwise in competition
with the Corporation or any Affiliate thereof.
11. Data Privacy. In order to administer the Plan, the Corporation may process
personal data about you. Such data includes, but is not limited to, the
information provided in this Agreement and any changes thereto, other
appropriate personal and financial data about you such as home address and
business addresses and other contact information, payroll information and any
other information that might be deemed appropriate by the Corporation to
facilitate the administration of the Plan.
By accepting this grant, you give explicit consent to the Corporation to
process any such personal data. You also give explicit consent to the
Corporation to transfer any such personal data outside the country in which you
work or are employed, including, with respect to non-U.S. resident Optionees, to
the United States, to transferees who shall include the Corporation and other
persons who are designated by the Corporation to administer the Plan.
12. Consent to Electronic Distribution. The Corporation may choose to deliver
certain statutory materials relating to the Plan in electronic form. By
accepting this grant, you agree that the Corporation may deliver the Plan
prospectus and the Corporation's annual report to you in an electronic format.
If at any time you would prefer to receive paper copies of these documents, as
you are entitled to, the Corporation would be pleased to provide copies. Please
contact Xxxx Xxxxxxxxxx, Legal and Stock Option Administrator, at (000) 000-0000
to request paper copies of these documents.
13. Applicable Law. This Agreement will be interpreted and enforced under the
laws of the State of Delaware, other than any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of this
Agreement to the substantive law of another jurisdiction.
14. Definitions. In this Agreement, terms with initial capitals shall have the
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meanings provided in the Plan, except as follows:
(a) "Agreement" means this Nonqualified Stock Option Agreement.
(b) "Change of Control" means the occurrence of any of the following events:
(i) Any person or persons acting together, excluding employee benefit
plans of the Corporation, are or become the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions
thereto except that a person that has the right to acquire securities of
the Corporation shall be deemed to be the "beneficial owner" of such
securities whether or not such right is immediately exercisable), directly
or indirectly, of securities of the Corporation representing greater than
fifty percent (50%) of the combined voting power of the Corporation's then
outstanding securities determined as if all rights of such person or
persons to acquire such securities had been exercised immediately prior to
such determination whether or not such rights are then immediately
exercisable;
(ii) The Corporation's shareholders approve (or, in the event no
approval of the Corporation's shareholders is required, the Corporation
consummates) a merger, consolidation, share exchange, division or other
reorganization or transaction of the Corporation (a "Fundamental
Transaction") with any other corporation, other than a Fundamental
Transaction which would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least eighty percent (80%) of the combined voting
power immediately after such Fundamental Transaction of (A) the
Corporation's outstanding securities, (B) the surviving entity's
outstanding securities, or (C) in the case of a division, the outstanding
securities of each entity resulting from the division, in each case
determined as if all rights to acquire such securities had been exercised
immediately prior to such determination, whether or not such rights are
then immediately exercisable;
(iii) The shareholders of the Corporation approve a plan of complete
liquidation or winding-up of the Corporation or an agreement for the sale
or disposition (in one transaction or a series of transactions) of all or
substantially all of the assets of the Corporation and its Affiliates
(taken as a whole); or
(iv) During any period of twenty-four (24) consecutive months
(commencing on or after the date hereof), individuals who at the beginning
of such period constituted the Board (including for this purpose any new
director elected during such period whose election or nomination for
election by the Corporation's shareholders was approved by a vote of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the
Board.
(c) "Covered Shares" means the total number of shares covered by this Agreement
as set forth as the "Covered Shares" in the Grant Notice section of this
Agreement.
(d) "Corporation" means Motient Corporation.
(e) "Termination for Cause" means termination as a result of the commission
of a felony by the Optionee, or gross misconduct by the Optionee in the
commission of his or her duties, which gross misconduct causes damage to the
Corporation.
15. Subject to the Plan. The option evidenced by this Agreement is subject to
the terms and conditions of the Plan, which are incorporated herein by reference
and made a part hereof. In addition, the option is subject to any rules and
regulations promulgated by the Committee consistent with the terms of the Plan.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed
on its behalf effective as of the Date of Grant.
ATTEST: MOTIENT CORPORATION
________________________ By: ____________________________
Accepted and agreed to as of the Date of Xxxxx.
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Optionee
