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EXHIBIT 10.7.1
US - ISO Form
FOR USE IN CALIFORNIA ONLY
NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
2000 STOCK INCENTIVE PLAN
STOCK OPTION LETTER AGREEMENT
TO: ____________________
We are pleased to inform you that you have been selected by the Company
to receive a stock option (the "Option") to purchase shares (the "Option
Shares") of the Company's Class A Common Stock under the Company's 2000 Stock
Incentive Plan (the "Plan"). The terms of the Option are as set forth in this
Agreement and in the Plan, a copy of which is attached. The Plan is incorporated
by reference into this Agreement, which means that this Agreement is limited by
and subject to the express terms and provisions of the Plan. Capitalized terms
that are not defined in this Agreement have the meanings given to them in the
Plan.
The most important terms of the Option are summarized as follows:
GRANT DATE: __________ [DATE OF BOARD APPROVAL OF ▇▇▇▇▇]
NUMBER OF SHARES: __________
EXERCISE PRICE: $ _____ per share
EXPIRATION DATE: __________ [CHECK APPLICABLE COUNTRY REQUIREMENTS.]
VESTING BASE DATE: __________
TYPE OF OPTION: Incentive Stock Option ("ISO")
VESTING AND EXERCISABILITY: The Option will vest and become exercisable,
subject to the aforementioned applicable securities regulations, according to
the following schedule:
PORTION OF TOTAL OPTION
PERIOD OF CONTINUOUS SERVICE WHICH IS
FROM VESTING BASE DATE VESTED AND EXERCISABLE
One year from Vesting Base Date 25%
Each one-month period completed thereafter An additional 1/48
Four years from Vesting Base Date 100%
TERMINATION OF OPTION: The unvested portion of the Option will terminate
automatically and without further notice immediately upon termination (voluntary
or involuntary) of your employment or service relationship with the Company or a
Related Corporation. The vested portion of the Option will terminate
automatically and without further notice on the earliest of the following dates:
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(a) three months after termination of your employment or service
relationship with the Company or a Related Corporation for any reason other than
Retirement, Disability or death;
(b) one year after termination of your employment or service
relationship with the Company or a Related Corporation by reason of Retirement,
Early Retirement, Disability or death; and
(c) the Expiration Date;
except, that if the Company or a Related Corporation terminates your services
for Cause you will forfeit the unexercised portion of the Option, including
vested and unvested shares, on the date you are notified of your termination. If
you die while the Option is exercisable, the Option may be exercised until one
year after the date of death or the Expiration Date, whichever is earlier.
IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE YOUR OPTION
TERMINATES.
ISO QUALIFICATION: The Option is intended to qualify as an ISO under
federal income tax law, but the Company does not represent or guarantee that the
Option qualifies as such.
If the aggregate Grant Date fair market value of the shares with respect
to which the Option first becomes exercisable during any calendar year (under
the Option and all other ISOs you hold) exceeds $100,000, the excess portion
will be treated as a nonqualified stock option, unless the Internal Revenue
Service changes the rules and regulations governing the $100,000 limit for ISOs.
A portion of the Option may be treated as a nonqualified stock option if certain
events cause exercisability of the Option to accelerate.
NOTICE OF DISQUALIFYING DISPOSITION: To obtain certain tax benefits
afforded to ISOs you must hold the Option Shares issued upon the exercise of the
Option for two years after the Grant Date and one year from the date of
exercise. You may be subject to the alternative minimum tax at the time of
exercise. You should obtain tax advice when exercising the Option and prior to
the disposition of the Option Shares. By accepting the Option, you agree to
promptly notify the Company if you dispose of any of the Option Shares within
one year from the date you exercise all or part of the Option or within two
years from the Grant Date.
METHOD OF EXERCISE: You may exercise the Option by giving written notice
to the Company, in form and substance satisfactory to the Company, which will
state the election to exercise the Option and the number of Option Shares for
which you are exercising the Option. The written notice must be accompanied by
full payment of the exercise price for the number of shares of Common Stock you
are purchasing.
The Company may, in its sole discretion at the time of exercise, require
you to sign an agreement, pursuant to which you will grant to the Company
certain repurchase and first offer rights to purchase the Option Shares acquired
by you upon exercise of the Option.
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FORM OF PAYMENT: You may pay the Option exercise price, in whole or in
part, in cash, by check or, unless the Plan Administrator determines otherwise,
by (a) tendering (either actually or by attestation) mature shares of Common
Stock (generally, shares you have held for a period of at least six months)
having a fair market value on the day prior to the date of exercise equal to the
exercise price (you should consult your tax advisor before exercising the Option
with stock you received upon the exercise of an incentive stock option); (b) if
and so long as the Common Stock is registered under the Securities Exchange Act
of 1934, as amended, delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the exercise price all in
accordance with the regulations of the Federal Reserve Board; or (c) such other
consideration as the Plan Administrator may permit.
WITHHOLDING TAXES: As a condition to the exercise of any portion of the
Option, you must make such arrangements as the Company may require for the
satisfaction of any foreign, federal, state or local withholding or other tax
obligations that may arise in connection with such exercise. The Company has the
right to retain without notice sufficient shares of stock to satisfy any social
or income tax obligation. Unless the Plan Administrator determines otherwise,
you may satisfy the withholding obligation by electing to have the Company
withhold from the shares to be issued upon exercise that number of shares having
a fair market value equal to the amount required to be withheld (up to the
minimum required federal tax withholding rate). The Company may also deduct from
the shares to be issued upon exercise any other amounts due from you to the
Company.
LIMITED TRANSFERABILITY: During your lifetime only you can exercise the
Option. The Option is not transferable except by will or by the applicable laws
of descent and distribution, except that nonqualified stock options may be
transferred to the extent permitted by the Plan Administrator. The Plan provides
for exercise of the Option by a designated beneficiary or the personal
representative of your estate.
REGISTRATION: Your particular attention is directed to Section 16.3 of
the Plan, which describes certain important conditions relating to federal,
state and foreign securities laws that must be satisfied before the Option can
be exercised and before the Company can issue any shares to you. By accepting
the Option, you hereby acknowledge that you have read and understand Section
16.3 of the Plan.
BINDING EFFECT: This Agreement will inure to the benefit of the
successors and assigns of the Company and be binding upon you and your heirs,
executors, administrators, successors and assigns.
LIMITATION ON RIGHTS; NO RIGHT TO FUTURE GRANTS; EXTRAORDINARY ITEM OF
COMPENSATION: By entering into this Agreement and accepting the grant of the
Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (b) that
the grant of the Option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options; (c) that all determinations with respect to any such future
grants, including, but not limited to, the times when options will be granted,
the number of
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Option Shares subject to each option, the option price, and the time or times
when each option will be exercisable, will be at the sole discretion of the
Company; (d) that your participation in the Plan is voluntary; (e) that the
value of the Option is an extraordinary item of compensation which is outside
the scope of your employment contract, if any; (f) that the Option is not part
of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments; (g) that the vesting of the
Option ceases upon termination of employment or service relationship with the
Company for any reason except as may otherwise be explicitly provided in the
Plan or this Agreement or otherwise permitted by the Plan Administrator; (h)
that the future value of the underlying Option Shares is unknown and cannot be
predicted with certainty; and (i) that if the underlying Option Shares do not
increase in value, the Option will have no value.
EMPLOYEE DATA PRIVACY: As a condition of the grant of the option, you
consent to the collection, use and transfer of personal data as described in
this paragraph. You understand that the Company and/or its Related Corporations
hold certain personal information about you, including your name, home address
and telephone number, date of birth, social security number or identification
number, salary, nationality, job title, any Option Shares or directorships held
in the Company, details of all Options or any other entitlement to Option Shares
awarded, canceled, exercised, vested, unvested or outstanding in the your favor,
for the purpose of managing and administering the Plan ("Data"). You further
understand that the Company and/or its Related Corporations will transfer Data
amongst themselves as necessary for the purpose of implementation,
administration and management of your participation in the Plan, and that the
Company, and/or its Related Corporations may each further transfer Data to any
third parties assisting the Company in the implementation, administration and
management of the Plan. You understand that these recipients may be located in
the United States or elsewhere. You authorize them to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer to a broker or other third party with whom you
may elect to deposit any Option Shares acquired upon exercise of the Option such
Data as may be required for the administration of the Plan and/or the subsequent
holding of Option Shares on your behalf.
Please execute the following Acceptance and Acknowledgment and return it
to the undersigned.
Very truly yours,
NEW ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED
By
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Its
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ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State/Country of ______________, accept the Option
described in this Agreement and in the Plan, and acknowledge receipt of a copy
of this Agreement and a copy of the Plan. I have read and understand the Plan.
Dated:
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Address
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Taxpayer I.D. Number
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