▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Optionee
VDC COMMUNICATIONS, INC.
------------------------
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE VDC COMMUNICATIONS, INC.
1998 STOCK INCENTIVE PLAN (THE "PLAN")
This Agreement is made as of December 8, 1998, (the "Grant Date")
by and between VDC Communications, Inc., a Delaware corporation (the
"Corporation") and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Optionee").
WHEREAS, Optionee is a valuable employee of the Corporation or
one of its subsidiaries and the Corporation considers it desirable and in its
best interest that Optionee be given an inducement to acquire a proprietary
interest in the Corporation and an incentive to advance the interests of the
Corporation by granting the Optionee an option to purchase shares of common
stock of the Corporation (the "Common Stock");
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree that as of the Grant Date, the Corporation hereby grants
Optionee an option to purchase from it, upon the terms and conditions set forth
in the Plan (a copy of which is attached hereto), that number of shares of the
authorized and unissued Common Stock of the Corporation as is set forth on
Schedule A hereto.
1. Terms of Stock Option. The option to purchase Common
Stock granted herein is subject to the terms, conditions, and covenants set
forth in the Plan as well as the following:
(a) This option shall constitute an Incentive Stock
Option which is intended to qualify under Section
422 of the Internal Revenue Code of 1986, as
amended;
(b) The per share exercise price for the shares subject
to this option shall be the 110% of the Fair Market
Value (as defined in the Plan) of the Common Stock
on the Grant Date, which exercise price is set
forth on Schedule A hereto;
(c) This option shall vest in accordance with the
vesting schedule set forth on Schedule A hereto;
and
(d) No portion of this option may be exercised more
than five (5) years from the Grant Date.
2. Payment of Exercise Price. The option may be exercised,
in part or in whole, only by written request to the Corporation accompanied by
payment of the exercise price in full either: (i) in cash for the shares with
respect to which it is exercised; (ii) by delivering to the Corporation a notice
of exercise with an irrevocable direction to a broker-dealer registered under
the Securities Exchange Act of 1934, as amended, to sell a sufficient portion of
the shares and deliver the sale proceeds directly to the Corporation to pay the
exercise price; (iii) in the discretion of the Plan Administrator, through the
delivery to the Corporation of previously-owned shares of Common Stock having an
aggregate Fair Market Value equal to the option exercise price of the shares
being purchased pursuant to the exercise of the Option; provided, however, that
shares of Common Stock delivered in payment of the option price must have been
held by the Optionee for at least six (6) months in order to be utilized to pay
the option price; (iv) in the discretion of the Plan Administrator, through an
election to have shares of Common Stock otherwise issuable to the Optionee
withheld to pay the exercise price of such Option; or (v) in the discretion of
the Plan Administrator, through any combination of the payment procedures set
forth in Subsections (i) - (iv) of this paragraph.
3. Miscellaneous.
(a) This Agreement is binding upon the parties hereto
and their respective heirs, personal
representatives, successors and assigns.
(b) This Agreement will be governed and interpreted in
accordance with the laws of the State of Delaware,
and may be executed in more than one counterpart,
each of which shall constitute an original
document.
(c) No alterations, amendments, changes or additions to
this agreement will be binding upon either the
Corporation or Optionee unless reduced to writing
and signed by both parties.
In witness whereof, the parties have executed this Agreement as
of the Grant Date.
VDC COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
OPTIONEE
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
2
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Optionee
SCHEDULE A
1. Grant Date: December 8, 1998
2. Number of Shares of Common Stock covered by the Option: 200,000
3. Exercise Price (110% of Fair Market Value of Common Stock on the Grant Date):
$4.125
------
4. The Option shall vest in accordance with the following schedule:
(i) 40,000 shares shall vest on the first anniversary of the Grant
Date;
(ii) 40,000 shares shall vest on the second anniversary of the Grant
Date;
(iii) 40,000 shares shall vest on the third anniversary of the Grant
Date;
(iv) 40,000 shares shall vest on the fourth anniversary of the Grant
Date; and
(v) 40,000 shares shall vest on the fifth anniversary of the Grant
Date.
/s/ FAM
-----------------------------------
Initials of Authorized
Officer of VDC Communications, Inc.
/s/ FAM
-----------------------------------
Optionee's Initials
3