Exhibit 10.2A
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INCENTIVE STOCK OPTION AGREEMENT
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UNDER THE ONEWAVE, INC.
1996 STOCK PLAN
Pursuant to the OneWave, Inc. 1996 Stock Plan (the "Plan") as amended
through the date hereof, OneWave, Inc. (the "Company") hereby grants to the
Optionee named in Exhibit A attached hereto a Stock Option (the "Stock Option")
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to purchase on or prior to the Expiration Date specified in Exhibit A all or
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part of the number of shares ("Option Shares") of Common Stock, par value $.001
per share (the "Stock"), of the Company specified in Exhibit A at the Option
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Exercise Price per Share specified in Exhibit A subject to the terms and
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conditions set forth herein and in the Plan.
1. Vesting Schedule. No portion of this Stock Option may be exercised
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until such portion shall have vested. Except as set forth below, and subject to
the discretion of the Committee (as defined in paragraph 2 of the Plan) to
accelerate the vesting schedule hereunder, this Stock Option shall vest in four
equal annual installments commencing one year following the date of employment
of the Optionee or, if different, in accordance with such other vesting schedule
as may be specified in Exhibit A.
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Unless alternate provisions are made, this Stock Option will terminate upon
the occurrence of (i) the dissolution or liquidation of the Company, (ii) a
merger, consolidation or other business combination in which the Company is
acquired by another entity (other than a holding company formed by the Company)
or in which the Company is not the surviving entity ("Acquisition") or (iii) the
sale of all or substantially all of the assets of the Company to another entity
("Sale"). In the event of a termination due to an Acquisition or Sale, such
portions of this Stock Option which have vested plus such additional portions
which by their terms vest upon an Acquisition or Sale, shall be exercisable for
at least fifteen (15) days prior to the date of such termination.
2. Manner of Exercise.
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(a) The Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Company of his or her
election to purchase some or all of the vested Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option Shares to
be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Committee; (ii) in the form of shares of Stock that
are not then subject to restrictions under any Company plan and that have been
held by the Optionee for at least six months; (iii) at the discretion of the
Committee, by delivery of the Optionee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
federal rate, as defined in Section 1274(d) of the Internal Revenue Code of
1986, as amended (the "Code"); (iv) by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the Stock Option purchase price, provided that in the
event the Optionee chooses to pay the Stock Option purchase price as so
provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure; or (v) at the
discretion of the Committee by any combination of (i), (ii), (iii) and (iv)
above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Stock Options under the Plan and any
subsequent resale of the shares of Stock will be in compliance with applicable
laws and regulations.
(b) Certificates for the shares of Stock purchased upon exercise of
this Stock Option shall be issued and delivered to the Optionee upon compliance
to the satisfaction of the Committee with all requirements under applicable laws
or regulations in connection with such issuance and with the requirements hereof
and of the Plan. The determination of the Committee as to such compliance shall
be final and binding on the Optionee. The Optionee shall not be deemed to be
the holder of, or to have any of the rights of a holder with respect to, any
shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company shall have
issued and delivered the shares of Stock to the Optionee, and the Optionee's
name shall have been entered as the stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. Termination of Employment. If the Optionee's employment by the Company
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or all of its majority-owned subsidiaries is terminated, the period within which
to exercise the Stock Option may be subject to earlier termination as set forth
below.
(a) Termination Due to Death. If the Optionee's employment terminates
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by reason of death, any Stock Option held by the Optionee, to the extent
exercisable, may
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thereafter be exercised by the Optionee's personal representative or beneficiary
who has acquired the Stock Option by will or by the laws of descent and
distribution for a period of 12 months from the date of death or until the
Expiration Date, if earlier.
(b) Termination Due to Disability. If the Optionee's employment
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terminates by reason of disability (as defined in Paragraph 11 of the Plan), any
Stock Option held by the Optionee shall become fully exercisable and may
thereafter be exercised by the Optionee for a period of 12 months from the date
of termination or until the Expiration Date, if earlier.
(c) Termination of Employment. If the Optionee's employment
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terminates for any reason other than death or disability (as defined in
paragraph 11 of the Plan), and unless otherwise determined by the Committee, any
Stock Option held by the Optionee may be exercised, to the extent exercisable on
the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any Stock Option that is
not exercisable at such time shall terminate immediately and be of no further
force or effect.
4. Incorporation of Plan. Notwithstanding anything herein to the
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contrary, this Stock Option shall be subject to and governed by the general
terms and conditions of the Plan. Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein or in Exhibit A attached hereto and incorporated herein.
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5. Transferability. This Agreement is personal to the Optionee, is non-
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assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's personal representative or
beneficiary.
6. Status of the Stock Option. This Stock Option is intended to qualify
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as an "Incentive Stock Option" under Section 422 of the Code, but the Company
does not represent or warrant that this Stock Option qualifies as such. The
Optionee should consult with his or her own tax advisors regarding the tax
effects of this Stock Option and the requirements necessary to obtain favorable
income tax treatment under Section 422 of the Code, including, but not limited
to, holding period requirements. If the Optionee intends to dispose or does
dispose (whether by sale, gift, transfer or otherwise) of any Option Shares
within the one-year period beginning on the date after the transfer of such
shares to him or her, or within the two-year period beginning on the day after
the grant of this Stock Option, he or she will notify the Company within 30 days
after such disposition.
7. Miscellaneous.
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(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
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(b) This Stock Option does not confer upon the Optionee any rights
with respect to continuance of employment by the Company or any of its
subsidiaries or any Related Corporation.
(c) Pursuant to paragraph 16 of the Plan, the Committee may at any
time amend or cancel any outstanding portion of this Stock Option, but no such
action may be taken which adversely affects the Optionee's rights under this
Agreement without the Optionee's consent.
OneWave, Inc.
By:_____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel
Date: As of March 10, 1997
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The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:_______________________ ________________________________________
Optionee's Signature
Optionee's Name:________________________
Optionee's Address:_____________________
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