STOCK OPTION AGREEMENT made as of the 31st day of January, 2000 between NAVTECH,
INC., a Delaware corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the
"Optionee").
WHEREAS, the Optionee is an advisor to the Company or a subsidiary thereof;
WHEREAS, the Company desires to provide the Optionee an additional incentive to
promote the success of the Company;
Now, therefore, in consideration of the foregoing, the Company hereby grants to
the Optionee the right and option to purchase shares of Common Stock of the
Company under and pursuant to the terms and conditions of the Company's 1995 Key
Employees and Advisors Option Plan (the "Plan") and upon the following terms and
conditions:
▇. ▇▇▇▇▇ OF OPTION
The Company hereby grants to the Optionee the right and option (the
"Option") to purchase up to One Hundred Fifty Thousand (150,000) shares
of the Common Stock of the Company (the "Option Shares") during the
period commencing the date hereof and terminating at 5:00 P.M., EST,
five (5) years following the date hereof.
II. NATURE OF OPTION
The Option is not intended to meet the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended, relating to "incentive
stock options".
III. EXERCISE PRICE
The exercise price of each of the Option Shares shall be five eighths
(5/8) of a dollar (US$0.625) (the "Option Price").
IV. EXERCISE OF OPTIONS
The Option shall be exercised in accordance with the provisions of the
Plan. As soon as practicable afer the receipt of notice of exercise
and payment of the Option Price as provided for in the Plan, the
Company shall tender to the Optionee certificates issued in the
Optionee's name evidencing the number of Option Shares covered thereby.
V. TRANSFERABILITY
The Option shall not be transferable other than by will or the laws of
descent and distribution and, during the Optionee's lifetime, shall not
be exercisable by any person other than the Optionee.
VI. TERMINATION OF EMPLOYMENT
In the event the Option becomes exercisable, it shall remain
exercisable until the Expiration Date notwithstanding any subsequent
termination of the Optionee's employment with the Company or any
subsidiary for any reason whatsoever.
VII. INCORPORATION BY REFERENCE
The terms and conditions of the Plan are hereby incorporated by
reference and made a part hereof.
VIII. NOTICES
Any notice or other communication given hereunder shall be deemed
sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, c/o
Navtech Systems Support Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, Attention: Chairman of the Board and to the
Optionee at the address indicated below. Notices shall be deemed to
have been given on the date of hand delivery or mailing, except notices
of change of address, which shall be deemed to have been given when
received.
IX. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors
and assigns.
X. ENTIRE AGREEMENT
This Agreement, together with the Plan, contains the entire
understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party
sought to be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY:
Navtech, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer Chief Financial Officer
Chairman of the Board of Directors
Optionee:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Signature of Optionee
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Name of Optionee Address of Optionee
