Exhibit 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made as of _____________ ___,
20__ between YDI WIRELESS, INC., a corporation organized under the laws of the
State of Delaware (hereinafter called the "Corporation"), and
_______________________________ (hereinafter referred to as the "Optionee").
WHEREAS, the Optionee is a director of the Corporation and the Corporation
considers it desirable and in its best interests to compensate the Optionee for
such services by granting Optionee an option to purchase shares of Common Stock,
par value $.01 per share, of the Corporation under its 2004 Stock Plan (the
"Plan");
NOW, THEREFORE, it is agreed as follows:
1. Grant of Option. The Corporation hereby grants to the Optionee as of
the date of this Agreement ("Date of Grant") the right, privilege and option to
purchase not more than 50,000 shares of the Common Stock of the Corporation, par
value $.01 per share, as constituted on the date of this Agreement pursuant to
the terms, provisions and conditions of the Plan which is incorporated herein
and made a part hereof by reference as if fully set forth herein at length and
subject to the terms, provisions and conditions set forth below.
2. Option Price. The option price per share of Common Stock as constituted
on the date of this Agreement, as determined in accordance with the Plan, shall
be $________ per share.
3. Time of Exercise; Acceleration. This option will vest as to 16,666
shares on the date of this Agreement, 16,666 shares on the first anniversary of
the date hereof, and 16,668 shares on the second anniversary of the date hereof;
provided, however, that upon the event of (i) the completion of a merger or
consolidation of the Corporation with any other entity, (ii) the sale of
substantially all of the Corporation's assets to another entity, or (iii) the
sale of more than 50% of the outstanding capital stock of the Corporation to an
unrelated person or group of persons acting collectively in one or a series of
transactions, all of the unvested options will be immediately vested.
Only vested stock options may be exercised. This option may be exercised
in whole or in part as to shares which have vested for not in excess of the
difference between (i) the total number of shares then vested and (ii) the total
number of shares as to which the option has been previously exercised. No
partial exercise of this option within any year may be for less than 100 shares
(or the remaining shares purchasable under this option if less than 100 shares).
4. Method of Exercise. This option shall be exercisable from time to time
as provided above by written notice in the form of Exhibit "A", signed by the
person entitled to exercise the option, setting forth in terms of shares of
Stock as constituted on the date of this Agreement, the number of shares as to
which this option is being exercised. Such notice shall be delivered to the
Corporation at its principal place of business and be accompanied by the
purchase price. Alternatively, the person entitled to exercise the option may
exercise the option
and pay the purchase price by any other method that may be authorized by the
Corporation from time to time. The Corporation shall make prompt delivery of the
shares of Stock as to which the option is exercised against payment of the
purchase price; provided, however, that if any law or regulation requires the
Corporation to take any action with respect to the Stock before the issuance
thereof, then the date of delivery of the Stock shall be extended for the period
necessary to take such action.
5. Further Limitations on Exercise.
A. Termination of Service.
(i) If Optionee's service to the Corporation terminates other
than by reason of death or Disability, (a) no further vesting of this option
will occur subsequent to the date of termination, and (b) this option will
terminate on the date three months after the date of termination or on the
option's specified expiration date, if earlier. Nothing in this Agreement will
be deemed to give the Optionee the right to continued service to the
Corporation.
(ii) If Optionee's service to the Corporation is terminated
due to the Optionee's death or Disability, this option may be exercised, up to
that portion of the option which the Optionee could have exercised on the date
of death or Disability, by the Optionee, or in the case of death, the Optionee's
estate, personal representative or any beneficiary who has acquired the options
by will or by the laws of descent and distribution, at any time prior to the
earlier of the specified expiration date of this option or one year after the
Optionee's death or Disability.
B. Payment. The option price shall be paid as follows: (i) by check,
and/or (ii) to the extent the Stock is publicly traded, by delivery to the
Corporation by the Optionee of Stock already owned by such Optionee, properly
endorsed and having a fair market value equal to the purchase price (if
permitted by the Corporation) and/or (iii) in any other manner permitted by the
Corporation from time to time. For purposes of this Section 5(B), the market
value of such stock to be delivered to the Corporation in payment of the option
price shall be determined in accordance with the Plan.
C. Non-Transferability. This option is not transferable by the
Optionee, except by will or by laws of descent and distribution, and is
exercisable during the Optionee's lifetime only by the Optionee.
D. Adjustment. If a dividend is declared upon the Stock payable in
Stock, then the shares of Stock then subject to this option (and the number of
shares reserved for issuance) shall be increased proportionately without any
change in the aggregate purchase price. If the outstanding Stock is changed into
or exchanged for a different number or class of shares of stock of the
Corporation or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then (i) there shall be substituted for each such share of Stock
then subject to this option (and for each share reserved for issuance) the
number and class of shares of Stock into which each outstanding share of Stock
is so changed or exchanged, all without any change in the aggregate purchase
price for
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the shares then subject to this option and (ii) the vesting schedule set forth
in Section 3 above shall also be adjusted proportionately to reflect the impact
of such reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation.
E. Withholding Taxes. Whenever under this Agreement Stock is to be
issued, the Corporation shall have the right to require the recipient to remit
to the Corporation an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to delivery of any certificate or
certificates representing the Stock.
6. Stock Ownership. An optionee shall be entitled to the privilege of
stock ownership only as to such shares of Stock as are issued upon exercise of
this option.
7. Requirements of Law. The granting of this option and issuance of shares
of Stock upon the exercise of this option shall be subject to compliance with
all of the applicable requirements of law with respect to the issuance and sale
of such shares.
8. Expiration Date. This option and all rights granted in this Agreement
shall, in all events, expire five (5) years from the Date of Grant.
9. Legend. The Optionee hereby agrees that the stock certificates
delivered upon exercise of this option may bear a legend or legends in the form
designated by the Corporation to ensure compliance with legal or contractual
restrictions.
10. Definitions. Unless otherwise defined in this Agreement, the terms
used in this Agreement shall have the same meanings as in the Plan. The term
"Stock" shall mean shares of Common Stock of the Corporation as constituted on
the date of this Agreement and such other stock as shall be substituted therefor
or issued thereon as provided in Section 5(D) above or as shall be substituted
for or issued upon or in exchange for Stock issued pursuant to the options.
11. Notices. All notices under this Agreement shall be sufficient if in
writing and delivered in hand or mailed, registered or certified mail, postage
prepaid, and addressed to the Corporation at YDI WIRELESS, INC., ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer or to the
Optionee at the address set forth under the Optionee's signature below. Either
party may change the address to which notices shall be delivered by like notice
given at least ten (10) days before the effective date of such change of
address.
12. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Corporation, its successors and assigns, and the Optionee, his
legal representatives, heirs, legatees and assigns.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as a sealed instrument all as of the date and year first above written.
YDI WIRELESS, INC.
By:
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Title:
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OPTIONEE
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Name:
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EXHIBIT A
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(date)
YDI WIRELESS, INC.
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
I wish to exercise my option to purchase ______ shares of common stock,
par value $.01 per share (the "Securities") at a price of $______ per share
pursuant to the Non-Qualified Stock Option Agreement dated as of __________ ___,
20__ (the "Agreement") under the Corporation's 2004 Stock Plan (the "Plan").
Check one of the following boxes:
|_| I have enclosed a check for $_____________________ (the exercise amount).
|_| I am paying the exercise price by the following means which has been
approved by the company:_______________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________.
I understand that the Shares will be subject to the restrictions and other
terms set forth in the Plan and the Agreement and that any certificate I receive
representing the Shares may contain legends reflecting these restrictions and
terms.
Very truly yours,
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Optionee Social Security Number Optionee Signature (on line above)
Optionee Name (printed):_______________
Address to which certificates are to be sent
Optionee's Home Address: (complete ONLY if different than home address):
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