WORLDGATE COMMUNICATIONS, INC. NONSTATUTORY STOCK OPTION GRANT AGREEMENT
WORLDGATE
COMMUNICATIONS, INC.
2010
STOCK INCENTIVE PLAN
This
NONSTATUTORY STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as
of [ ], 2010 (the “Date of Grant”), is
delivered by WorldGate Communications, Inc. (the “Company”) to
[ ] (the “Participant”).
RECITALS
WHEREAS,
the Company maintains the WorldGate Communications, Inc. 2010 Stock Incentive
Plan (the “Plan”) for the
benefit of its and its Participating Companies’ (as defined in the Plan)
employees, non-employee directors, and consultants; and
WHEREAS,
unless otherwise defined herein, capitalized terms used but not defined herein
shall have the meanings given to them in the Plan.
NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:
1. Grant of
Option. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Participant a
nonstatutory stock option (the “Option”) to purchase
[ ] shares of Stock, at an exercise price of $[ ] per
share of Stock.
2. Exercisability of
Option. The Option shall become exercisable on the
following dates, if the Participant continues to provide Service to an employer
within the Participating Company Group from the Date of Grant through the
applicable date:
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Date
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Shares for Which the Option is Exercisable
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First
year anniversary of the Date of Grant
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25 | % | ||
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Second
year anniversary of the Date of Grant
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25 | % | ||
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Third
year anniversary of the Date of Grant
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25 | % | ||
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Fourth
year anniversary of the Date of Grant
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25 | % | ||
If the
foregoing schedule would produce fractional shares of Stock, the number of
shares of Stock for which the Option becomes exercisable shall be rounded down
to the nearest whole share of Stock. The Option shall become fully
exercisable on the fourth anniversary of the Date of Grant, provided that the
Participant is providing Service to the Participating Company Group on such
date.
3. Term of
Option. The Option shall have a term of ten (10) years from
the Date of Grant, and shall terminate at the expiration of that period, unless
it is terminated at an earlier date pursuant to the provisions of this Agreement
or the Plan.
4. Exercise
Procedures.
(a) Subject
to the provisions of Paragraphs 2 and 3 above, the Participant may exercise the
Option in the manner provided in this Agreement and in the Plan by delivering to
the Company written notice of intent to exercise, specifying the number of
shares of Stock as to which the Option is to be exercised and the method of
payment.
(b) The
obligation of the Company to deliver shares of Stock upon exercise of the Option
shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and
regulations. The Company may require that the Participant (or other
person exercising the Option after the Participant’s death) represent that the
Participant is purchasing the shares of Stock for the Participant’s own account
and not with a view to or for sale in connection with any distribution of the
shares of Stock, or such other representations as the Committee deems
appropriate. No portion of the Option may be exercised during a
period which the Committee designates in writing as a prohibited exercise period
or if the issuance of the shares upon such exercise would constitute a violation
of any applicable federal or state securities laws or other laws or
regulations.
(c) All
obligations of the Company under this Agreement shall be subject to the rights
of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes.
5. Grant Subject to Plan
Provisions. This Option grant is made pursuant to the Plan,
the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan. This Agreement,
together with the Plan, represents the entire agreement between the
parties. The grant and exercise of the Option and this Agreement are
subject to interpretations, regulations and determinations concerning the Plan
established from time to time by the Committee in accordance with the provisions
of the Plan, including, but not limited to, provisions pertaining to (i) rights
and obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the shares of Stock, (iii) changes in capitalization
of the Company, and (iv) other requirements of applicable law. By
accepting this Option, the Participant agrees to be bound by the terms of the
Plan and this Agreement and that all decisions and determinations of the
Committee with respect to the Agreement shall be final and binding on the
Participant and the Participant’s beneficiaries.
6. No Employment or Other
Rights. The grant of this Option shall not confer upon the
Participant any right to be retained in the Service of the Participating Company
Group and shall not interfere in any way with the right of the applicable
Participating Company to terminate the Participant’s Service at any
time. The right of the applicable Participating Company to terminate
at will the Participant’s Service at any time for any reason is specifically
reserved.
7. No Stockholder
Rights. Neither the Participant, nor any person entitled to
exercise the Participant’s rights in the event of the Participant’s death, shall
have any of the rights and privileges of a stockholder with respect to the
shares of Stock subject to the Option, until certificates for shares of Stock
have been issued upon the exercise of the Option.
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8. Applicable
Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania, without giving effect to the conflicts of
laws provisions thereof.
9. Notice. Any
notice to the Company provided for in this instrument shall be addressed to the
Company in care of the Board, Attn: Stock Options at the Company’s corporate
headquarters, and any notice to the Participant shall be addressed to such
Participant at the current address shown on the payroll records of the
applicable Participating Company, or to such other address as the Participant
may designate to the applicable Participating Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly
sealed envelope addressed as stated above, registered and deposited, postage
prepaid, in a post office regularly maintained by the United States Postal
Service.
[SIGNATURE PAGE
FOLLOWS]
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IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest this Agreement, and the Participant has executed this Agreement,
effective as of the Date of Grant.
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WORLDGATE
COMMUNICATIONS, INC.
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By:
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Name:
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Title:
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ATTESTED
BY:
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Name:
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Title:
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I hereby
accept the Option described in this Agreement, and I agree to be bound by the
terms of the Plan and this Agreement. I hereby further agree that all of the
decisions and determinations of the Committee shall be final and
binding.
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Participant:
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Name:
[ ]
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Date:
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