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EXHIBIT 99.2
POLARIS COMMUNICATIONS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Optionee:
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Number of Option Shares:
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Option Price per Share: $1,125.00
Date of Grant: March 2, 1999
Vesting Commencement
Date:
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Vesting Schedule: Number of Number of Years After
Shares Vested Vesting Commencement Date
The Company's Board of Directors (the "Board") has granted to the
Optionee an option to purchase shares of the Company's Common Stock, without par
value (the "Stock") upon and subject to the terms and conditions of this
Agreement.
(form adopted 11/96)
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NOW, THEREFORE, the parties agree as follows:
1. Grant; Terms of Option. Subject to the terms and conditions of this
Agreement, the Company grants to the Optionee the right and option (the
"Option") to purchase any part of an aggregate number of shares of the Company's
authorized but unissued Stock stated in the caption of this Agreement at the
price per share stated in the caption of this Agreement. It is the intent of the
Board that the Option not qualify as an "incentive stock option" under the tax
laws. The Option is granted upon the following terms and conditions:
(a) Term of Option. Subject to reductions in the Option term provided
in subparagraphs (c) and (e) below, the Option shall continue in
effect through the tenth anniversary of the date of this
Agreement.
(b) Timing of Right to Exercise. Except as provided in subparagraphs
(c) and (d) hereof, the Option may be exercised from time to time
over the term of the Option in the amounts specified in the
vesting schedule set forth in the caption of this Agreement. If
the Optionee does not purchase in any one year the full number of
shares that the Optionee is then entitled to purchase, the
Optionee's rights shall be cumulative, and, subject to the other
provisions of this Agreement, the Optionee may purchase those
shares thereafter during the term of the Option.
(c) Termination of Employment. If the employment of Optionee by the
Company is terminated at any time during the term of the Option
for any reason, the vesting of the Option shall cease and the
right to purchase vested shares pursuant to the Option shall
cease and terminate 30 days following the date of termination of
employment. To the extent that the Option is not exercised within
the applicable period, all further rights to purchase shares
pursuant to the Option shall cease and terminate at the
expiration of such period.
(d) Change of Control. The Option shall become fully vested and
exercisable if the Company is subject to a Change of Control
before the Optionee's service terminates. If not exercised during
the 20 day period prior to the effective date of such Change of
Control, the Option shall terminate if (i) the Option is not
assumed by the surviving corporation or its parent and (ii) the
surviving corporation or its parent does not substitute an option
with substantially the same terms for this Option. "Change of
Control" shall mean (x) the consummation of a merger or
consolidation of the Company with or into another entity or any
other corporate reorganization, if more that 50% of the combined
voting power of the continuing or surviving entity's securities
outstanding immediately after such merger, consolidation or other
reorganization is owned by persons who were not stockholders of
the Company immediately prior to such merger,
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consolidation or other reorganization; or (y) the sale, transfer
or other disposition of all or substantially all of the Company's
assets.
(e) Manner of Exercise. Shares may be purchased pursuant to the
Option only upon receipt by the Company of written notice from
the Optionee of the Optionee's desire to purchase, specifying the
number of shares the Optionee desires to purchase and the date on
which the Optionee desires to complete the purchase. The Option
may not be exercised for a fraction of a share. If required to
comply with any applicable federal or state securities laws, the
notice also shall contain a representation that it is the
Optionee's intention to acquire the shares for investment and not
for resale. No shares shall be issued until full payment has been
made, and the Optionee shall have none of the rights of a
shareholder until shares are issued. Upon notification of the
amount due and prior to or concurrently with delivery of the
certificate representing the shares, the Optionee shall pay to
the Company any amounts necessary to satisfy applicable federal,
state and local withholding tax requirements.
(f) Payment for Stock. All or part of the purchase price may be paid
in cash or cash equivalents. If the Company's stock is publicly
traded, Optionee may pay all or any part of the purchase price by
surrender, or attesting to the ownership of shares that are
already owned by the Optionee. Such shares shall be surrendered
to the Company in good form for transfer and shall be valued at
their fair market value on the date when the Option is exercised.
The Optionee shall not surrender, or attest to the ownership of,
shares in payment of the purchase price if such action would
cause the Company to recognize compensation expense (or
additional compensation expense) with respect to this Option for
financial reporting purposes. If the Company's stock is publicly
traded, all or part of the purchase price and any withholding
taxes may be paid by the delivery (on a form prescribed by the
Company of an irrevocable direction to a securities broker
approved by the Company to sell shares and to deliver all or part
of the sales proceeds to the Company.
(g) Changes in Capital Structure. This subparagraph (g) shall not
apply to a Change of Control if the Option is not assumed by the
surviving corporation or its parent, or the surviving corporation
or its parent does not substitute an option with substantially
the same terms for this Option, in which case the Option shall
terminate as provided in subparagraph (d). Except as provided in
the final sentence of this subparagraph (g), if the outstanding
shares of Stock are increased or decreased or changed into or
exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of
any reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification,
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stock split-up, combination of shares or dividend payable in
shares, the Board shall make appropriate adjustment in the number
and kind of shares as to which the Option, or portion thereof
then unexercised, shall be exercisable, the exercise price of the
Option and all other matters deemed appropriate by the Board, so
that the Optionee's proportionate interest shall be maintained as
before the occurrence of such event. Any such adjustment made by
the Board shall be conclusive. Such adjustment in the Option
shall be made without change in the total price applicable to the
unexercised portion of the Option and with a corresponding
adjustment in the option price per share.
2. Conditions. The obligations of the Company under this Agreement shall
be subject to the approval of such state or federal authorities or agencies as
may have jurisdiction in the matter. The Company shall use its best efforts to
take such steps as may be required by state or federal law or applicable
regulations, including rules and regulations of the Securities and Exchange
Commission, any quotation system on which the Stock may then be traded and any
stock exchange on which the Stock may then be listed, in connection with the
issuance or sale of any shares acquired pursuant to this Agreement or the
trading or listing of such shares on any such system or exchange. The Company
shall not be obligated to issue or deliver shares under this Agreement if, upon
advice of its legal counsel, such issuance or delivery would violate state or
federal securities laws.
3. Nontransferability.
(a) Restriction. The Option is not transferable other than by will or
the laws of descent and distribution and, during the Optionee's
lifetime, may be exercised only by the Optionee.
(b) Exercise by Legal Representative or Successor. Whenever the word
"Optionee" is used in any provision of this Agreement under
circumstances when the provision should logically be construed to
apply to the Optionee's guardian, legal representative, executor,
administrator, or the person or persons to whom the Option may be
transferred by testamentary disposition or by the laws of descent
and distribution, the word "Optionee" shall be deemed to include
such person or persons.
4. Legends. Certificates representing the shares subject to this
Agreement shall bear such legends as the Board shall deem appropriate to reflect
any restrictions on transfer imposed by federal or applicable state securities
laws.
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5. Continuing Relationship. Nothing in this Agreement shall confer upon
Optionee any right to continue as an employee of the Company or interfere in any
way with the right of the Company to terminate Optionee's employment at any time
for any reason, with or without cause.
6. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of any successor of the Company, but, except as provided above,
the Option shall not be assigned or otherwise disposed of by the Optionee.
7. Administration of Agreement by Committee. At such time as a committee
of the Board is appointed to administer this Agreement, all decisions relating
to this Agreement shall be made by such committee and all references in this
Agreement to the Board shall mean and refer to such committee.
8. Notices. Parties to this Agreement shall give all notices to the other
parties concerning this Agreement by personal delivery, by telecopier or by
registered or certified mail, return receipt requested, addressed as follows:
If to the Company: Polaris Communications, Inc.
00000 XX Xxxxx Xxxx.
Xxxxxxxxx, Xxxxxx 00000
Attention: President
If to Optionee: at Optionee's address stated in the caption of this
Agreement, or such other address as Optionee, by
notice to the Company, may designate in writing
from time to time.
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