EXHIBIT 10.15
NETWORK ACCESS SOLUTIONS, INC. 1998 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION GRANT AGREEMENT
(AMENDED THROUGH MARCH 16, 1999)
This Grant Agreement (the "Agreement") is entered into as of the 23rd day
of July, 1998, by and between NETWORK ACCESS SOLUTIONS, INC., a Virginia
corporation (the "Corporation"), and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Grantee"), effective
as of the Grant Date as defined in Article 1 hereof.
In consideration of the premises, mutual covenants and agreements herein,
the Corporation and the Grantee agree as follows:
ARTICLE 1
GRANT OF OPTION
SECTION 1.1 GRANT OF OPTION. The Corporation hereby grants to the
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Grantee, pursuant to the provisions of the Network Access Solutions, Inc. 1998
Stock Incentive Plan (the "Plan"), an incentive stock option to purchase shares
of Common Stock, par value of $0.01 per share, of the Corporation ("Stock"),
subject to the provisions of this Agreement (the "Option"). Unless stated
otherwise herein, capitalized terms in this Agreement shall have the same
meaning as defined in the Plan. Schedule A, attached hereto and incorporated
herein, sets forth the following terms of the Option:
(i) the date the Administrator approved the Option (the "Grant Date");
(ii) the number of shares of Stock which the Grantee may purchase under
the Option;
(iii) the exercise price per share (the "Exercise Price"); and
(iv) the date as of which the Option shall expire (the "Expiration
Date"), at 5:00 p.m. Eastern Time, unless terminated earlier
pursuant to other provisions of this Agreement.
SECTION 1.2 LIMITATION ON TERM OF OPTION. Notwithstanding the foregoing,
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in no event shall the Option expire later than 5:00 p.m. Eastern Time on the day
prior to the tenth (10th) anniversary of its Grant Date (or on the day prior to
the fifth (5th) anniversary of its Grant Date if the Grantee owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Corporation or of any of its subsidiaries on the Grant Date).
ARTICLE 2
VESTING
SECTION 2.1 VESTING SCHEDULE. Unless the Option has earlier terminated
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pursuant to the provisions of the Agreement, the Grantee shall become vested in
the shares of Stock subject to the Option over a three (3) year period as
follows: the Grantee shall become vested in 8.33% of the total shares of Stock
subject to the Option on the date that is three months from the Grant
Date (the "Initial Vesting Date") and shall become vested in 8.33% of the total
shares of Stock subject to the Option every third (3rd) month after the Initial
Vesting Date, on the date in each such month that corresponds with the Initial
Vesting Date (each referred to as a "Vesting Date"), during the thirty-six (36)
month period immediately following the Initial Vesting Date, so that the Grantee
shall be vested in 100% of the shares of Stock subject to the Option on the
third (3rd) anniversary of the Grant Date; provided, however, that the Grantee
must be in the continuous employ or service of the Corporation or an Affiliate
at all times from the Grant Date through the specified Vesting Date or Initial
Vesting Date, as applicable, for such vesting to occur.
SECTION 2.2 ACCELERATION OF VESTING. Unless the Option has earlier
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terminated pursuant to the provisions of the Agreement, vesting of the Option
shall be accelerated so that all unvested shares of Stock subject to the Option
shall become one hundred percent (100%) vested in the Grantee upon a Change of
Control. For purposes of this Agreement, the term "Change of Control" shall
mean (i) the sale of all or substantially all of the assets of the Corporation,
(ii) the sale of more than fifty percent (50%) of the outstanding common stock
of the Corporation in a non-public sale, (iii) the dissolution or liquidation of
the Corporation, or (iv) any merger, share exchange, consolidation or other
reorganization or business combination of the Corporation if immediately after
such transaction either (A) persons who were directors of the Corporation
immediately prior to such transaction do not constitute at least a majority of
the directors of the surviving entity, or (B) persons who hold a majority of the
voting capital stock of the surviving entity are not persons who held a majority
of the voting capital stock of the Corporation immediately prior to such
transaction. Notwithstanding anything contained herein to the contrary, a
Change in Control shall not be deemed to occur upon the closing of the sale of
up to 4,900,000 shares of the Corporation's Series A Preferred Stock and up to
10,000,000 shares of the Corporation's Common Stock on or about August 6, 1998.
ARTICLE 3
EXERCISE OF OPTION
SECTION 3.1 EXERCISABILITY OF OPTION. Pursuant to the terms of the
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Agreement, the Option may be exercised at any time, and from time to time, with
respect to the number of shares subject to the Option.
SECTION 3.2 STOCK RESTRICTION AGREEMENT. The Administrator in its sole
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discretion may require as a condition precedent to the exercise of the Option
granted pursuant to Section 1.1, that the Grantee or such other person
exercising the Option be, or shall execute and become, a party to a Stock
Restriction Agreement in substantially the form attached to this Agreement as
Exhibit A.
SECTION 3.3 MANNER OF EXERCISE. The Option may be exercised, in whole or
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in part, by delivering written notice to the Administrator in such form as the
Administrator may require from time to time; provided, however, that the Option
may not be exercised at any one time as to fewer than one hundred (100) shares
(or such number of shares as to which the Option is then exercisable if such
number of shares then exercisable is less than one hundred (100)). Such notice
shall specify the number of shares of Stock subject to the Option as to which
the Option is being exercised, and shall be accompanied by full payment of the
Exercise Price for such shares.
Payment of the Exercise Price shall be made (a) in cash (or cash
equivalents acceptable to the Administrator in the Administrator's discretion);
(b) in the Administrator's discretion at the time of exercise, by tender to the
Corporation of shares of the Corporation's common stock owned by the Grantee,
having a Fair Market Value on the date of tender not less than the Exercise
Price, which either have been owned by the Grantee at least six (6) months or
were not
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acquired, directly or indirectly, from the Corporation; (c) in the
Administrator's discretion at the time of exercise, by the Grantee's full
recourse promissory note in a form approved by the Administrator; (d) by a
broker-assisted cashless exercise in accordance with Regulation T of the Board
of Governors of the Federal Reserve System and the provisions of the next
paragraph; or (e) by any combination of the foregoing. In the Administrator's
sole and absolute discretion, the Administrator may authorize payment of the
Exercise Price to be made, in whole or in part, by such other means as the
Administrator may prescribe. The Option may be exercised only in multiples of
whole shares and no fractional shares shall be issued.
If the Stock is registered under Section 12(b) of the Securities Exchange
Act of 1934, as amended, payment of the exercise price may be made, in whole or
in part, subject to such limitations as the Administrator may determine, by
delivery of a properly executed exercise notice, together with irrevocable
instructions: (i) to a brokerage firm approved by the Administrator to deliver
promptly to the Corporation the aggregate amount of sale or loan proceeds to pay
the exercise price and any withholding tax obligations that may arise in
connection with the exercise, and (ii) to the Corporation to deliver the
certificates for such purchased shares directly to such brokerage firm.
SECTION 3.4 ISSUANCE OF SHARES AND PAYMENT OF CASH UPON EXERCISE. Upon
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exercise of the Option, in whole or in part, in accordance with the terms of the
Agreement and upon payment of the Exercise Price for the shares of Stock as to
which the Option is exercised and delivery of such executed Stock Restriction
Agreement as may be required by the Administrator pursuant to Section 3.2, the
Corporation shall issue to the Grantee or such other person exercising the
Option, as the case may be, the number of shares of Stock so paid for, in the
form of fully paid and nonassessable Stock and, except as otherwise provided in
the Stock Restriction Agreement, shall deliver certificates therefor as soon as
practicable thereafter. The stock certificates for any shares of Stock issued
hereunder shall, unless such shares are registered or an exemption from
registration is available under applicable federal and state law, bear a legend
restricting transferability of such shares and referencing the Stock Restriction
Agreement, if applicable.
ARTICLE 4
TERMINATION OF OPTION
SECTION 4.1 TERMINATION, IN GENERAL. The Option granted hereby shall
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terminate and be of no force or effect after the Expiration Date set forth on
Schedule A, unless terminated prior to such time as provided below.
SECTION 4.2 TERMINATION OF EMPLOYMENT OR SERVICE FOR REASON OTHER THAN
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DEATH OR DISABILITY. Unless the Option has earlier terminated pursuant to the
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provisions of the Agreement, the Option shall terminate in its entirety,
regardless of whether the Option is vested in whole or in part, thirty (30) days
after the date the Grantee is no longer employed by, nor in the service of, the
Corporation and its Affiliates for any reason other than the Grantee's death or
Disability. Notwithstanding the foregoing, the Option shall terminate in its
entirety, regardless of whether the Option is vested in whole or in part, upon
termination of the employment or service of the Grantee by the Corporation or an
Affiliate for "Cause" as defined in the Grantee's employment agreement with the
Company, and, whether such Grantee is terminated for "Cause" pursuant to this
Section 4.2 shall be determined according to the terms of and in a manner
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consistent with the provisions of such written agreement. The good faith
determination by the Administrator of whether the Grantee's employment or
service was terminated by the Corporation for "Cause" shall be final and binding
for all purposes hereunder.
SECTION 4.3 UPON GRANTEE'S DEATH. Unless the Option has earlier
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terminated pursuant to the provisions of the Agreement, upon the Grantee's death
the Grantee's executor, personal representative, or the person(s) to whom the
Option shall have been transferred by will or the laws of descent and
distribution, may exercise all or any part of the outstanding Option with
respect to the shares of Stock as to which the Option is vested as of the
Grantee's date of death, provided such exercise occurs within twelve (12) months
after the date of the Grantee's death, but not later than the Expiration Date of
the Option. Unless sooner terminated, the Option shall terminate upon the
expiration of such twelve- (12-) month period.
SECTION 4.4 TERMINATION OF EMPLOYMENT OR SERVICE BY REASON OF DISABILITY.
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Unless the Option has earlier terminated pursuant to the provisions of the
Agreement, in the event that the Grantee ceases, by reason of Disability, to be
an employee of or in the service of the Corporation or an Affiliate, the
outstanding Option may be exercised in whole or in part with respect to the
shares of Stock as to which the Option is vested as of the date of the Grantee's
termination of employment or service due to Disability at any time within twelve
(12) months after the date of such termination, but not later than the
Expiration Date of the Option. Unless sooner terminated, the Option shall
terminate upon the expiration of such twelve- (12-) month period.
For purposes of this Agreement, Disability shall mean the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. The Administrator may require such proof of
Disability as the Administrator in its sole discretion deems appropriate and the
Administrator's determination as to whether the Grantee is Disabled shall be
final and binding on all parties concerned.
SECTION 4.5 LEAVE OF ABSENCE. For purposes of this Agreement, the
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Grantee's employment or service with the Corporation or an Affiliate shall not
be deemed to terminate if the Grantee takes any military leave, sick leave, or
other bona fide leave of absence approved by the Administrator of ninety (90)
days or less. In the event of a leave in excess of ninety (90) days, the
Grantee's employment or service shall be deemed to terminate on the ninety-first
(91st) day of the leave unless the Grantee's right to re-employment with the
Corporation or Affiliate remains guaranteed by statute or contract.
Notwithstanding the foregoing, unless otherwise determined by the Administrator
(or required by law), a leave of absence shall not be treated as employment or
service for purposes of vesting in additional shares of Stock during such leave
pursuant to Section 2.1 of this Agreement.
ARTICLE 5
DRAG-ALONG RIGHTS
SECTION 5.1 DRAG-ALONG RIGHTS. If at any time any stockholder of the
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Corporation or group of stockholders owning a majority or more of the voting
capital stock of the Corporation proposes to enter into any transaction
involving (i) the sale of all or substantially all of the assets of the
Corporation; (ii) the sale of more than fifty percent (50%) of the outstanding
common
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stock of the Corporation in a non-public sale; (iii) any merger, share exchange,
consolidation or other reorganization or business combination of the
Corporation, if immediately after such transaction either (A) persons who were
directors of the Corporation immediately prior to such transaction do not
constitute at least a majority of the directors of the surviving entity, or (B)
persons who hold a majority of the voting capital stock of the surviving entity
are not persons who held a majority of the voting capital stock of the
Corporation immediately prior to such transaction; or (iv) the dissolution or
liquidation of the Corporation, the Corporation and/or the transferring
stockholders may require the Grantee to participate in such transaction by
giving the Grantee written notice thereof at least ten (10) days in advance of
the date of the transaction or the date that tender is required, as the case may
be. Upon receipt of such notice, the Grantee shall sell, assign, tender or
transfer the same percentage of shares subject to the Option as the percentage
of the shares of Stock proposed to be sold, assigned, tendered or transferred by
the transferring stockholders collectively, upon the same terms and conditions
applicable to the transferring stockholders and at a price equal to the
difference between the Exercise Price per share under the Option and the price
per share of Stock the transferring stockholders will receive pursuant to the
terms of the transaction. If the Grantee has options to purchase Stock of the
Corporation other than the Option hereunder, and such options are subject to
terms similar those set forth in this Section 5.1, then the Grantee's options
shall be transferred in the order in which they were granted. The provisions of
this Section 5.1 shall apply in the event of the Grantee's death, to the
Grantee's executor, personal representative or the person(s) to whom the Option
shall have been transferred by will or the laws of descent and distribution, as
though such person is the Grantee.
ARTICLE 6
ADJUSTMENTS; BUSINESS COMBINATIONS
SECTION 6.1 ADJUSTMENTS FOR EVENTS AFFECTING COMMON STOCK. In the event
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of changes in the Common Stock of the Corporation by reason of any stock
dividend, split-up, recapitalization, merger, consolidation, business
combination or exchange of shares and the like, the Administrator shall, in its
discretion, make appropriate adjustments to the number, kind and price of shares
covered by this Option, and shall, in its discretion and without the consent of
the Grantee, make any other adjustments in this Option, including but not
limited to reducing the number of shares subject to the Option or providing or
mandating alternative settlement methods such as settlement of the Option in
cash or in shares of Common Stock or other securities of the Corporation or of
any other entity, or in any other matters which relate to the Option as the
Administrator shall, in its sole discretion, determine to be necessary or
appropriate.
SECTION 6.2 POOLING OF INTERESTS TRANSACTION. Notwithstanding anything in
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the Plan or the Agreement to the contrary and without the consent of the
Grantee, the Administrator, in its sole discretion, may make any modifications
to the Option, including but not limited to cancellation, forfeiture, surrender
or other termination of the Option in whole or in part regardless of the vested
status of the Option, in order to facilitate any business combination that is
authorized by the Board to comply with requirements for treatment as a pooling
of interests transaction for accounting purposes under generally accepted
accounting principles.
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SECTION 6.3 BINDING NATURE OF ADJUSTMENTS. Adjustments under this Article
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6 will be made by the Administrator, whose determination as to what adjustments,
if any, will be made and the extent thereof will be final, binding and
conclusive. No fractional shares will be issued pursuant to this Option on
account of any such adjustments.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1 NON-GUARANTEE OF EMPLOYMENT. Nothing in the Plan or the
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Agreement shall alter the employment status of the Grantee, nor be construed as
a contract of employment between the Corporation (or an Affiliate) and the
Grantee, or as a contractual right of the Grantee to continue in the employ or
service of the Corporation or an Affiliate, or as a limitation of the right of
the Corporation or an Affiliate to discharge the Grantee at any time with or
without cause or notice.
SECTION 7.2 NO RIGHTS OF STOCKHOLDER. The Grantee shall not have any of
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the rights of a stockholder with respect to the shares of Stock that may be
issued upon the exercise of the Option until such shares of Stock have been
issued to him upon the due exercise of the Option. No adjustment shall be made
for dividends or distributions or other rights for which the record date is
prior to the date such certificate or certificates are issued.
SECTION 7.3 QUALIFIED NATURE OF OPTION. The Option is intended to qualify
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as an incentive stock option ("Incentive Stock Option") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to
the fullest extent permitted within the limit set forth under Section 422(d) of
the Code and this Agreement shall be so construed. The aggregate fair market
value (determined as of the Grant Date) of shares of Stock with respect to which
all Incentive Stock Options first become exercisable by the Grantee in any
calendar year under the Plan or any other plan of the Corporation (and its
parent and subsidiary corporations, as may exist from time to time) may not
exceed $100,000 or such other amount as may be permitted from time to time under
Section 422 of the Code. To the extent that such aggregate fair market value
shall exceed $100,000 or other applicable amount in any calendar year, such
stock options shall be treated as nonqualified stock options with respect to the
amount of aggregate fair market value thereof that exceeds the Section 422(d)
limit. For this purpose, the Incentive Stock Options will be taken into account
in the order in which they were granted. In such case, the Corporation may
designate the shares of Stock that are to be treated as stock acquired pursuant
to the exercise of an Incentive Stock Option and the shares of Stock that are to
be treated as stock acquired pursuant to a nonqualified stock option by issuing
separate certificates for such shares and identifying the certificates as such
in the stock transfer records of the Company.
SECTION 7.4 NOTICE OF DISQUALIFYING DISPOSITION. If the Grantee makes a
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disposition (as that term is defined in Section 424(c) of the Code) of any
shares of Stock acquired pursuant to the exercise of this Option within two (2)
years of the Grant Date or within one (1) year after the shares of Stock are
transferred to the Grantee, the Grantee shall notify the Administrator of such
disposition in writing within thirty (30) days of the disposition.
SECTION 7.5 THE CORPORATION'S RIGHTS. The existence of this Option shall
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not affect in any way the right or power of the Corporation or its stockholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Corporation's capital structure or its business, or any
merger or consolidation of the Corporation, or any issue of bonds,
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debentures, preferred or other stocks with preference ahead of or convertible
into, or otherwise affecting the Stock or the rights thereof, or the dissolution
or liquidation of the Corporation, or any sale or transfer of all or any part of
the Corporation's assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
SECTION 7.6 WITHHOLDING OF TAXES. The Corporation or any Affiliate shall
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have the right to deduct from any compensation or any other payment of any kind
(including withholding the issuance of shares of Stock) due the Grantee the
amount of any foreign, federal, state or local taxes required by law to be
withheld as the result of the exercise of the Option, the disposition (as that
term is defined in Section 424(c) of the Code) of shares of Stock acquired
pursuant to the exercise of the Option, or the lapsing of any restriction with
respect to any shares of Stock acquired on exercise of the Option; provided,
however, that the value of the shares of Stock withheld may not exceed the
statutory minimum withholding amount required by law. In lieu of such
deduction, the Administrator may require the Grantee to make a cash payment to
the Corporation or an Affiliate equal to the amount required to be withheld. If
the Grantee does not make such payment when requested, the Corporation may
refuse to issue any Stock certificate under the Plan until arrangements
satisfactory to the Administrator for such payment have been made.
SECTION 7.7 GRANTEE. Whenever the word "Grantee" is used in any provision
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of this Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative or beneficiary to whom
this Option may be transferred by will or by the laws of descent and
distribution, the word "Grantee" shall be deemed to include such person.
SECTION 7.8 NONTRANSFERABILITY OF OPTION. The Option shall be
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nontransferable otherwise than by will or the laws of descent and distribution
and during the lifetime of the Grantee, the Option may be exercised only by the
Grantee or, during the period the Grantee is under a legal disability, by the
Grantee's guardian or legal representative. Except as provided in the preceding
sentence, the Option may not be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.
SECTION 7.9 NOTICES. All notices and other communications made or given
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pursuant to the Agreement shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to the Grantee at
the address contained in the records of the Corporation, or addressed to the
Administrator, care of the Corporation for the attention of its Secretary at its
principal office or, if the receiving party consents in advance, transmitted and
received via telecopy or via such other electronic transmission mechanism as may
be available to the parties.
SECTION 7.10 ENTIRE AGREEMENT; MODIFICATION. The Agreement contains the
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entire agreement between the parties with respect to the subject matter
contained herein and may not be modified, except as provided in the Plan or in a
written document signed by each of the parties hereto. Any oral or written
agreements, representations, warranties, written inducements, or other
communications made prior to the execution of the Agreement shall be void and
ineffective for all purposes.
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SECTION 7.11 CONFORMITY WITH PLAN. This Agreement is intended to conform
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in all respects with, and is subject to all applicable provisions of, the Plan,
which is incorporated herein by reference. Inconsistencies between this
Agreement and the Plan shall be resolved in accordance with the terms of the
Plan. In the event of any ambiguity in the Agreement or any matters as to which
the Agreement is silent, the Plan shall govern. A copy of the Plan is available
upon request to the Administrator.
SECTION 7.12 GOVERNING LAW. This Agreement shall be governed by and
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construed in accordance with the laws of the Commonwealth of Virginia, other
than the conflict of laws principles thereof.
SECTION 7.13 HEADINGS. The headings in the Agreement are for reference
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purposes only and shall not affect the meaning or interpretation of the
Agreement.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer as of the date first above written.
ATTEST: NETWORK ACCESS SOLUTIONS, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇
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The undersigned hereby acknowledges that he/she has carefully read this
Agreement and the Plan and agrees to be bound by all of the provisions set forth
in such documents.
WITNESS: GRANTEE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Date: August 4, 1998
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Enclosure: Network Access Solutions, Inc. 1998 Stock Incentive Plan
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SCHEDULE A
STOCK OPTION GRANTED TO: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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GRANT DATE: July 23, 1998
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NUMBER OF SHARES: 1,092
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EXERCISE PRICE PER SHARE: $256.316
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EXPIRATION DATE: July 23, 2008
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Administrator of 1998 Stock Incentive Plan
c/o Office of the Corporate Secretary
Network Access Solutions, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
I hereby exercise the Option granted to me on ____________________, ______,
by NETWORK ACCESS SOLUTIONS, INC. (the "Company"), subject to all the terms and
provisions thereof and of the NETWORK ACCESS SOLUTIONS, INC. 1998 STOCK
INCENTIVE PLAN (the "Plan"), and notify you of my desire to purchase
____________ shares of Common Stock of the Company at a price of $___________
per share pursuant to the exercise of said Option. This will confirm my
understanding with respect to the shares to be issued to me by reason of this
exercise of the Option (the shares to be issued pursuant hereto shall be
collectively referred to hereinafter as the "Shares") as follows:
(a) I am acquiring the Shares for my own account for investment with
no present intention of dividing my interest with others or of reselling or
otherwise disposing of any of the Shares.
(b) The Shares are being issued without registration under the
Securities Act of 1933, as amended (the "Act"), in reliance upon one or more
exemptions contained in the Act, and such reliance is based in part on the above
representation.
(c) The certificates for the Shares to be issued to me will bear a
legend substantially as follows:
"The securities represented by this stock certificate have not
been registered under the Securities Act of 1933 (the "Act") or applicable
state securities laws (the "State Acts"), and shall not be sold, pledged,
hypothecated, donated, or otherwise transferred (whether or not for
consideration) by the holder except upon the issuance to the Company of a
favorable opinion of its counsel and/or submission to the Company of such
other evidence as may be satisfactory to counsel for the Company, to the
effect that any such transfer shall not be in violation of the Act and the
State Acts.
The transfer of any interest in the securities represented by
this certificate is subject to a Stock Restriction Agreement, dated
______________ [DATE OF STOCK RESTRICTION AGREEMENT], by and among NETWORK
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ACCESS SOLUTIONS, INC., a Virginia corporation and the holder of this
certificate, and no such transfer may be made without compliance with that
Agreement. A copy of that Agreement is available for inspection by any
shareholder of the Corporation at the office of the Corporation upon
appropriate request and without charge."
Appropriate stop transfer instructions will be issued by the issuer to its
transfer agent.
(d) Since the Shares have not been registered under the Act, they
must be held indefinitely until an exemption from the registration requirements
of the Act is available or they are subsequently registered, in which event the
representation in Paragraph (a) hereof shall terminate. As a condition to any
transfer of the shares, I understand that the issuer will require an
opinion of counsel satisfactory to the issuer to the effect that such transfer
does not require registration under the Act or any state securities law.
(e) The issuer is not obligated to comply with the registration
requirements of the Act or with the requirements for an exemption under
Regulation A under the Act for my benefit.
(f) I am a party to a Stock Restriction Agreement with the Issuer,
pursuant to which I have agreed to certain restrictions on the transferability
of the Shares and other matters relating thereto.
Total Amount Enclosed: $__________
Date:___________________ _____________________________________
(Optionee)
Received by NETWORK ACCESS SOLUTIONS, INC. on
___________________________, ____
By: _________________________________
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