Exhibit 10.3
FORM OF EXECUTIVE STOCK OPTION AGREEMENT
ALAMOSA HOLDINGS, INC.
AMENDED AND RESTATED 1999 LONG-TERM INCENTIVE PLAN
1. Grant of Option. Pursuant to the Amended and Restated Alamosa Holdings, Inc.
1999 Long-Term Incentive Plan (the "Plan") for key management employees of
Alamosa Holdings, Inc., a Delaware corporation (the "Company") and its
affiliates, the Company grants to ______ (the "Participant") an option to
purchase shares of Common Stock ("Common Stock") of the Company as follows:
The Company grants to the Participant an option (the "Option") to
purchase ______ shares of Common Stock (the "Optioned Shares") at an
Option Price equal to the ▇▇▇▇▇ ▇▇▇▇▇ of $__.__. The Date of Grant of
this Stock Option is ______. The Award Period of this Stock Option
shall commence on the Date of Grant and shall terminate on _________
(the "Grant Expiration Date"). This Option is an Incentive Stock
Option (subject to Section 7).
This Option is sometimes referred to in this Agreement as the "Stock Option."
2. Subject to Plan. This Stock Option and its exercise are subject to the terms
and conditions of the Plan, and the terms of the Plan shall control to the
extent not otherwise inconsistent with the provisions of this Agreement. The
capitalized terms used herein that are defined in the Plan shall have the same
meanings assigned to them in the Plan. This Stock Option is subject to any
rules promulgated pursuant to the Plan by the Board or the Committee and
communicated to the Participant in writing.
3. Vesting; Time of Exercise. Except as specifically provided in this Agreement
and subject to certain restrictions and conditions set forth in the Plan, this
Stock Option shall vest at the rate of three percent (3%) of the Optioned
Shares per month following the date of grant (i.e. each monthly anniversary),
provided that the Participant has at all times been an Employee, consultant or
Outside Director of the Company or a Subsidiary from the Date of Grant to the
applicable monthly vesting dates. In addition, this Stock Option shall
accelerate and be fully vested and exercisable upon the Participant's
Termination of Service due to death or "Disability," upon the Participant's
termination of employment for "Good Reason", if the Company terminates the
Participant's employment without "Cause" (each is defined in the Participant's
Employment Agreement with the Company, dated _________) or upon the occurrence
of a Change of Control. Approved leaves of absence in accordance with the
Company's established policies and procedures of ninety (90) consecutive days
or less will not affect the vesting provisions described in this Section 3. If
an approved leave of absence exceeds ninety (90) consecutive days, then the
monthly vesting dates that occur on or after the ninety-first date of such
leave of absence shall be extended by a number of days equal to the number of
days of such leave of absence that exceed ninety. The foregoing provisions
regarding leaves of absence shall be construed and administered to comply with
the Family and Medical Leave of Act of 1993, and the regulations thereunder.
4. Termination; Forfeiture. The unexercised portion of the Stock Option that is
vested will terminate and be forfeited at the first of the following to occur:
(1) 5 p.m. CST on the date the Award Period terminates;
(2) 5 p.m. CST on the date that is twenty-four (24) months following
the date of the Participant's Termination of Service due to (a) death,
(b) Disability or (c) Retirement;
(3) 5 p.m. CST on the date that is twenty-four (24) months following
the date the Participant terminates employment for Good Reason or the
date the Company terminates the Participant's employment without
Cause;
(4) immediately on the date of the Participant's Termination of
Service by the Company for Cause;
(5) immediately on the date of Termination of Service by the
Participant, for any reason other than (a) death, (b) Disability, (c)
Good Reason, or (d) Retirement without fifteen (15) days prior written
notice to the Company or with such fifteen (15) days notice but the
Participant voluntarily terminates prior to the end of such fifteen
(15) day period; provided, however, that in the case of resignation,
the Participant's Stock Option shall not lapse until the Participant
has received notice from the Company that a new Allowed Trading Period
(as described in Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy) has opened
(following the Participant's last day of employment due to
resignation) where the Participant is allowed to exercise such Stock
Options and sell such stock. Any unexercised portion of the Stock
Option will lapse on the day following the close of the Allowed
Trading Period described above.
(6) immediately on the date the Company causes any portion of the
Option to be forfeited pursuant to Section 7 hereof.
5. Who May Exercise. Subject to the terms and conditions set forth in Sections
3 and 4 above, during the lifetime of the Participant, this Stock Option may be
exercised only by the Participant, or by the Participant's guardian or legal
representative. If the Participant dies or becomes Disabled, as the case may
be, prior to the applicable termination dates specified in Section 4 hereof,
and the Participant has not exercised this Stock Option as to the maximum
percentage of this Stock Option that is then vested pursuant to Section 3
hereof as of the date of death or Disability, the following persons may
exercise the exercisable portion of this Stock Option on behalf of the
Participant at any time prior to the earliest of the dates specified in Section
4 hereof: (i) if the Participant is Disabled, the guardian or legal
representative of the Participant; or (ii) if the Participant dies, the
personal representative of his estate, or the person who acquired the right to
exercise this Stock Option by bequest or inheritance or by reason of the death
of the Participant; provided that this Stock Option shall remain subject to the
other terms of this Agreement, the Plan, and applicable laws, rules, and
regulations.
6. Restrictions. This Stock Option may be exercised only with respect to full
shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the Board
or the Committee may from time to time adopt, this Stock Option may be
exercised by the delivery of written notice to the Committee setting forth the
number of shares of Common Stock with respect to which the Stock Option is to
be exercised, the date of exercise thereof (the "Option Exercise Date") which
shall be at least three (3) days after giving such notice unless an earlier
time shall have been mutually agreed upon, and, if applicable, the number of
Optioned Shares to be exercised under a Nonqualified Stock Option and under an
Incentive Stock Option. On the Option Exercise Date, the Participant shall
deliver to the Company consideration with a value equal to the aggregate Option
Price of the shares to be purchased plus any taxes required to be withheld by
the Company upon exercise of this Stock Option, payable as follows: (a) by
delivery of cash, certified check, bank draft, or money order payable to the
order of the Company, along with a cash letter of authorization available from
the ▇▇▇▇▇ ▇▇▇▇▇▇ Stock Plan Services web site at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; (b) by
delivery of Common Stock that if acquired from the Company has been held for at
least six months, valued at its Fair Market Value on the Option Exercise Date;
(c) subject to applicable law, by delivery (including by FAX) to the Company or
its designated agent of an executed irrevocable option exercise form together
with irrevocable instructions from the Participant to a broker or dealer,
reasonably acceptable to the Company, to sell certain of the shares of Common
Stock purchased upon exercise of the Stock Option or to pledge such shares as
collateral for a loan and promptly deliver to the Company the amount of sale or
loan proceeds necessary to pay such purchase price; and/or (d) any other form
of payment which is acceptable to the Committee.
Upon payment of all amounts due from the Participant, the Company shall cause
certificates for the Optioned Shares then being purchased to be delivered to
the Participant (or the person exercising the Participant's Stock Option in the
event of his death) electronically or at its principal business office within
ten (10) business days after the Option Exercise Date. Separate certificates
will be delivered for shares issued pursuant to an Incentive Stock Option and
shares issued pursuant to a Nonqualified Stock Option. The obligation of the
Company to deliver shares of Common Stock shall, however, be subject to the
condition that if at any time the Committee shall determine in its discretion
that the listing, registration, or qualification of the Stock Option or the
Optioned Shares upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary as
a condition of, or in connection with, the Stock Option or the issuance or
purchase of shares of Common Stock thereunder, then the Stock Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any
conditions not reasonably acceptable to the Committee.
If the Participant fails to pay for any of the Optioned Shares specified in
such notice or fails to accept delivery thereof, then the Participant's right
to purchase such Optioned Shares may be forfeited by the Company.
8. Assignability. This Stock Option is not assignable or transferable by the
Participant except by will or by the laws of descent and distribution.
9. Rights as Stockholder. The Participant will have no rights as a stockholder
with respect to any shares covered by this Stock Option until the issuance of a
certificate or certificates to the Participant for the shares. Except as
otherwise provided in Section 10 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.
10. Adjustment of Number of Shares and Related Matters. The number of shares of
Common Stock covered by this Stock Option, and the Option Price thereof, shall
be subject to adjustment in accordance with Articles 13 through 15 of the Plan.
11. Incentive Stock Option. This Stock Option is an Incentive Stock Option. To
the extent the number of Optioned Shares exceeds the limit set forth in Section
6.2 of the Plan, such Optioned Shares shall be deemed granted pursuant to a
Nonqualified Stock Option. In such event, then unless otherwise indicated by
the Participant in the notice of exercise pursuant to Section 7, upon any
exercise of this Stock Option, the number of exercised Optioned Shares that
shall be deemed to be exercised pursuant to an Incentive Stock Option shall
equal the total number of Optioned Shares so exercised multiplied by a
fraction, (a) the numerator of which is the number of unexercised Optioned
Shares that could then be exercised pursuant to an Incentive Stock Option and
(b) the denominator of which is the then total number of unexercised Optioned
Shares that could then be exercised.
12. Disqualifying Disposition. In the event that Common Stock acquired upon
exercise of this Stock Option is disposed of by the Participant in a
"Disqualifying Disposition," such Participant shall notify the Company in
writing within thirty (30) days after such disposition of the date and terms of
such disposition. For purposes hereof, "Disqualifying Disposition" shall mean a
disposition of Common Stock that is acquired upon the exercise of an Incentive
Stock Option prior to the expiration of either two years from the Date of Grant
of such Incentive Stock Option or one year from the transfer of shares to the
Participant pursuant to the exercise of such Incentive Stock Option.
13. Limited Stock Appreciation Right Conversion. Notwithstanding anything
herein or in the Plan to the contrary, immediately prior to the occurrence of a
"change in ownership or control" (as defined in Prop Reg 1.280G-1), this Option
to the extent not then vested, shall be cancelled and in respect of such
cancellation the Participant shall receive a cash payment (less applicable
withholdings) equal to the product of (1) the excess, if any, of the then Fair
Market Value per share of the Company's Common Stock over the ▇▇▇▇▇ ▇▇▇▇▇ and
(2) the number of shares of Common Stock subject to this Option that are not
then vested. Any cash payment due to the Participant pursuant to this Section
13 shall be made within three business days of the cancellation.
14. Participant's Representations. Notwithstanding
any of the provisions hereof, the Participant hereby agrees that he will not
exercise the Stock Option granted hereby, and that the Company will not be
obligated to issue any shares to the Participant hereunder, if the exercise
thereof or the issuance of such shares shall constitute a violation by the
Participant or the Company of any provision of any law or regulation of any
governmental authority. Any determination in this connection by the Committee
shall be final, binding, and conclusive. The obligations of the Company and the
rights of the Participant are subject to all applicable laws, rules, and
regulations.
15. Investment Representation. Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, by
his or her execution hereof, the Participant represents and warrants to the
Company that all Common Stock which may be purchased hereunder will be acquired
by the Participant for investment purposes for his or her own account and not
with any intent for resale or distribution in violation of federal or state
securities laws. Unless the Common Stock is issued to him in a transaction
registered under the applicable federal and state securities laws, all
certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend.
16. Participant's Acknowledgments. The Participant acknowledges receipt of a
copy of the Plan, which is annexed hereto, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive, and final all decisions or interpretations of
the Board upon any questions arising under the Plan or this Agreement.
17. Law Governing. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of Delaware (excluding any conflict of
laws rule or principle of Delaware law that might refer the governance,
construction, or interpretation of this agreement to the laws of another
state).
18. No Right to Continue Employment. Nothing herein shall be construed to
confer upon the Participant the right to continue in the employment of the
Company or any Subsidiary or interfere with or restrict in any way the right of
the Company or any Subsidiary to discharge the Participant at any time (subject
to any contract rights of the Participant).
19. Legal Construction. In the event that any one or more of the terms,
provisions, or agreements that are contained in this Agreement shall be held by
a Court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect for any reason, the invalid, illegal, or unenforceable term,
provision, or agreement shall not affect any other term, provision, or
agreement that is contained in this Agreement and this Agreement shall be
construed in all respects as if the invalid, illegal, or unenforceable term,
provision, or agreement had never been contained herein.
20. Covenants and Agreements as Independent Agreements. Each of the covenants
and agreements that is set forth in this Agreement shall be construed as a
covenant and agreement independent of any other provision of this Agreement.
The existence of any claim or cause of action of the Participant against the
Company, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.
21. Entire Agreement. This Agreement together with the Plan and Section 6 of
the Participant's Employment Agreement dated ___________, supersede any and all
other prior understandings and agreements, either oral or in writing, between
the parties with respect to the subject matter hereof and constitute the sole
and only agreements between the parties with respect to the said subject
matter. All prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party or by anyone
acting on behalf of any party, which are not embodied in this Agreement or the
Plan and that any agreement, statement or promise that is not contained in this
Agreement or the Plan shall not be valid or binding or of any force or effect.
22. Parties Bound. The terms, provisions, representations, warranties,
covenants, and agreements that are contained in this Agreement shall apply to,
be binding upon, and inure to the benefit of the parties and their respective
heirs, executors, administrators, legal representatives, and permitted
successors and assigns.
23. Modification. No change or modification of this Agreement shall be valid or
binding upon the parties unless the change or modification is in writing and
signed by the parties. Notwithstanding the preceding sentence, the Company may
amend the Plan or revoke this Stock Option to the extent permitted in the Plan.
24. Headings. The headings that are used in this Agreement are used for
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.
25. Gender and Number. Words of any gender used in this Agreement shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context
requires otherwise.
26. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered only when actually received by the Company or by the
Participant, as the case may be, at the addresses set forth below, or at such
other addresses as they have theretofore specified by written notice delivered
in accordance herewith:
Notice to the Company shall be addressed and delivered as follows:
Alamosa Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
ATTENTION: Compensation Committee Chairman
Notice to the Participant shall be addressed and delivered to the Participant's
address listed for the Participant in the Company's payroll system. The
Participant agrees to contact the Company's stock plan administrator to ensure
his or her correct address is listed on the Company payroll system and to
notify the Company of any address changes.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Participant, to evidence his or her consent
and approval of all the terms hereof, has duly executed this Agreement, as of
the date specified in Section 1 hereof.
ALAMOSA HOLDINGS, INC.
_____________________________________
By: _____________
Participant
__________________________________
Name: __________