Exhibit 99.2
WESTERN WIRELESS CORPORATION
2005 LONG-TERM EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is entered into
as of , by and between WESTERN WIRELESS CORPORATION, a Washington corporation
(the "Company"), and (the "Optionee").
1. GRANT OF OPTION.
(a) Option. Pursuant to the Western Wireless Corporation 2005
Long-Term Equity Incentive Plan (the "Plan") and on the terms and conditions
stated below, the Company hereby grants to the Optionee the option (the
"Option") to purchase from the Company any or all of the number of shares of
Common Stock of the Company (the "Shares") set forth on Schedule I attached
hereto and constituting a part of the Option Agreement at the price and on the
terms set forth therein. The number of Shares subject to the Option are subject
to adjustment in accordance with Section 4 of the Plan.
(b) Plan. The Option is subject to and may be exercised only in
accordance with the Plan, a copy of which the Optionee acknowledges having
received and read. The Optionee agrees to be bound by all of the terms and
conditions of the Plan, which are incorporated into this Agreement by this
reference. Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Plan.
(c) Tax Treatment. The Optionee should consult his or her tax
advisor with respect to the tax consequences upon exercise of the Option or sale
of the Shares acquired pursuant to this Option.
(d) Method of Payment. The form and method of payment of the
aggregate Exercise Price shall be as designated below:
x cash or check
x cashless exercise
2. EXERCISE OF OPTION.
(a) Vesting. This Option is exercisable during its term in
accordance with the schedule set forth in Schedule I attached hereto and the
applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached hereto as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be
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required by the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be signed by the Optionee and shall be delivered to the Secretary
of the Company. The Exercise Notice shall be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise
Notice accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares are then
listed. An Option may not be exercised for a fraction of a Share.
3. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee. The terms of
the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
4. TERM OF OPTION. This Option may be exercised not later than , and may
be exercised during such term only in accordance with the Plan and the terms of
this Option Agreement. In the event of the Optionee's death, Disability or other
termination of Optionee's Continuous Status as a Participant, unless otherwise
provided herein or in the Plan, only those options that are exercisable pursuant
to Schedule I hereto shall be exercisable.
5. TAX CONSEQUENCES. Some of the federal tax consequences relating to this
Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.
Exercising the Option. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the fair market value of the Exercised Shares on the date of
exercise over their aggregate Exercise Price. The Company will be required to
withhold from the Optionee's compensation or collect from the Optionee and pay
to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
6. MISCELLANEOUS PROVISIONS.
(a) Rights as a Shareholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder of the Company with
respect to any Shares subject to the Option until such Shares have been issued
in the name of the Optionee or the Optionee's representative.
(b) No Employment Rights. Neither the Plan nor this Option Agreement
shall confer upon any Optionee any right to continue in the employ of the
Company or any affiliate or
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constitute a contract or agreement of employment or interfere in any way with
any right that the Company or an affiliate may have to reduce such Optionee's
compensation or to terminate such Optionee's employment at any time with or
without cause; however, nothing contained in the Plan or in this Agreement shall
affect any contractual rights of an Employee pursuant to a written employment
agreement.
(c) Confidentiality. Optionee acknowledges that Optionee may be
given access to certain confidential or secret information and material relating
to or owned by the Company, including but not limited to the Company's proposed
acquisitions, proposed FCC filings, financial information, customer lists, files
and other information regarding individual customers, the Company's business or
the Company's organization and operations, solely in order that Optionee may
best perform Optionee's duties. Such information and material shall be the sole
and exclusive property of the Company, and Optionee agrees that during the term
of this Agreement and at all times thereafter Optionee will not disclose such
confidential or secret information or material to any governmental agency,
person, entity, firm or corporation without the explicit prior written consent
of Company. Optionee agrees to return to Company promptly upon termination of
the Agreement unless waived in writing by the Company all correspondence,
letters, documents or other tangible things or copies thereof (whether stored in
hard copy, in electromagnetic media, or in any other form) which mention or
contain said confidential or secret information or material.
All information and materials or product provided, generated or
produced by Optionee under Optionee's employment to the Company shall be and
remain the sole and exclusive property of Company and shall be held by Optionee
as a trustee for the benefit of the Company.
(d) Covenant Not to Compete. Optionee agrees that, during the term
of Optionee's employment and for a period of one year immediately following the
termination of such employment for any reason whatsoever (the "Restricted
Period"), Optionee will not, either directly or indirectly, with or without
compensation, individually or as an employee, broker, agent, consultant,
contractor, advisor, solicitor, greater than 5% stockholder, trust beneficiary,
proprietor, partner, or person interested in, affiliated with or rendering
services to any other entity, engage in, provide or offer to provide, or assist
anyone in providing, services to or for a business that is substantially the
same as or similar to the Company's business or that competes with the Company's
business, directly or indirectly, within the applicable commercial mobile radio
services market or markets serviced by the Company and in which Optionee
performs or performed services for the Company. Optionee shall not at any time
during the Restricted Period directly or indirectly compete with the Company,
its affiliates or its dealers, within such market or markets.
(e) Notice. Any notice required by the terms of this Agreement or
the Plan shall be given in writing and shall be deemed effective upon personal
delivery or upon deposit with the United States Postal Service, by registered or
certified mail with postage and fees prepaid and addressed to the party entitled
to such notice at the address shown below such party's
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signature on this Agreement, or at such other address as such party may
designate by ten (10) days' advance written notice to the other party to this
Agreement.
(f) Compliance with Applicable Laws. Shares will not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with all relevant provisions
of law and the requirements of any stock exchange or quotation system upon which
the Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
As a condition to the grant or exercise of an Option, or to the
issuance of any Shares under any Option, the Company may require the Optionee to
provide such representations, covenants, warranties and agreements which, in the
opinion of counsel for the Company, are required to comply with applicable law
or satisfy the requirements of any stock exchange or quotation system upon which
the Shares may then be listed or quoted.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and this Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions relating to the
Plan and Option Agreement.
OPTIONEE: WESTERN WIRELESS CORPORATION
------------------------------------ By:
-----------------------------------
------------------------------------ Title:
------------------------------------
(address)
Social Security No.
----------------
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CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of the Plan and this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.
Date: ------------------------------------------
----------------------- Spouse of Optionee
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SCHEDULE I
Optionee's Name:
Date of Grant of Option:
Vesting Schedule: The Option vests in four (4) equal annual
increments commencing , with the first
vesting date being . Vesting shall also be
subject to written agreement, if any,
between the Company and Optionee expressly
relating to acceleration of vesting of
Options.
Exercise Price per Share: $
Total Number of Shares
that may be purchased
pursuant to the Option:
Option Term/Expiration Date:
Exercise Period After
Termination of Employment: Optionee shall have until six (6) months and
one (1) day following the date of
termination of the Optionee's Continuous
Status as a Participant to exercise the
Option unless such termination is the result
of death or total and permanent Disability,
in which event Optionee shall have the time
specified in the Plan to exercise the Option
following termination of Continuous Status
as a Participant.
Type of Option: Nonstatutory Stock Option
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Conditional Exercise/
Assumability of Options: In the event of the proposed dissolution or
liquidation of the Company, upon notice to
Optionee, the Option will terminate
immediately prior to the consummation of
such proposed action, unless otherwise
provided by the Committee. The Committee
may, in the exercise of its sole discretion
in such circumstances, declare that any
Option shall terminate as of a date fixed by
the Committee and give each Optionee the
right to exercise an Option as to all or any
part of the shares underlying the Option
(the "Optioned Stock").
In the event of a proposed sale, lease,
exchange or other transfer of all or
substantially all of the assets of the
Company, the merger or consolidation of the
Company with or into another corporation
(other than with an affiliate(s) of the
Company in which the Company is the
surviving entity) or pursuant to which
shares of Common Stock would be converted
into cash, securities or other property or
the tender offer or takeover bid for the
Shares other than a tender offer by the
Company (each, together with a proposed
dissolution or liquidation of the Company, a
"Triggering Event") the Option shall be
assumed or an equivalent option shall be
substituted on the same economic terms and
conditions by such successor corporation,
unless such successor corporation does not
agree to assume the Option or to substitute
an equivalent option on the same economic
terms and conditions, in which case the
Committee shall, in lieu of such assumption
or substitution, provide for the Optionee to
have the right to exercise the Option as to
all or any portion, in the Optionee's
discretion, of the Optioned Stock.
If the Committee makes an Option fully
exercisable in lieu of assumption or
substitution in the event of a Triggering
Event, the Committee shall notify the
Optionee that the Option shall be fully
exercisable until two (2) days prior to the
proposed effective date of the Triggering
Event (as such effective date may be delayed
from time to time), subject to the following
provisions of this Section. The exercise of
an Option by Optionee under such
circumstances shall be deemed to be a
conditional exercise subject to the
consummation of the respective Triggering
Event. If the respective Triggering Event is
not
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consummated, then such conditional exercise
shall be deemed rescinded.
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EXHIBIT A
WESTERN WIRELESS CORPORATION
2005 LONG-TERM EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Western Wireless Corporation
0000 000xx Xxxxxx XX, Xxx. 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Secretary
1. Exercise of Option. Effective as of today, _______________________, the
undersigned ("Optionee") hereby elects to purchase ___________ shares (the
"Shares") of the Class A Common Stock of Western Wireless Corporation (the
"Company") under and pursuant to the Western Wireless Corporation2005 Long-Term
Equity Incentive Plan (the "Plan") and the Stock Option Agreement dated (the
"Option Agreement"). The purchase price for the Shares shall be $ , as required
by the Option Agreement.
2. Delivery of Payment. Optionee herewith delivers to the Company the
full purchase price for the Shares.
3. Representations of Optionee. Optionee acknowledges that Optionee has
received and read and understands the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.
4. Rights as Shareholder. Subject to the terms and conditions of this
Agreement, Optionee shall have all of the rights of a shareholder of the Company
with respect to the Shares from and after the date that [a stock certificate
evidencing the Shares is issued by the Company (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company)] until such time as Optionee disposes of the Shares.
5. Tax Consultation. Optionee understands that Optionee may suffer adverse
tax consequences as a result of Optionee's purchase or disposition of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.
6. Compliance with the Law. Optionee understands that no Option may be
exercised, and the Company will not be obligated to issue any shares unless, in
the opinion of counsel for the Company, such exercise and issuance is in
compliance with all applicable federal and state laws and satisfies the
requirements of any stock exchange or quotation system upon which the shares may
be listed or quoted. As a condition to the issuance of Shares, the Committee may
require the Optionee to agree to comply with such provisions of federal and
state
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laws, or such requirements of any stock exchange or quotation system, as may be
applicable to the issuance and sale of the Shares to the Optionee, and the
Optionee agrees to deliver such written agreements, representations, warranties
and covenants as, in the opinion of counsel to the Company, are required for
such compliance.
7. Withholding. Optionee acknowledges that the Company's obligation to
deliver stock certificates upon the exercise of this Option is subject to
Optionee's satisfaction of all applicable federal, state and local income and
employment tax withholding requirements. Optionee represents that such
requirements have been satisfied.
8. Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Exercise Notice, the Plan and the Option
Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and such agreement is governed by
Washington law.
Submitted by: Accepted by:
OPTIONEE: WESTERN WIRELESS CORPORATION
---------------------------------- By:
------------------------------
Address:
Title:
----------------------------
---------------------------------- Address:
---------------------------------- 0000 000xx Xxxxxx XX, Xxx. 000
Xxxxxxxx, Xxxxxxxxxx 00000
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