EXHIBIT 10.19
Option No.: ___
IPCS, INC. 2004 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-EMPLOYEE DIRECTORS
THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph
1), by and between the Participant and iPCS, Inc. (the "Company");
WITNESSETH THAT:
WHEREAS, the Company maintains the iPCS, Inc. 2004 Long-Term Incentive Plan
(the "Plan"), which is incorporated into and forms a part of this Agreement, and
the Participant has been selected by the committee administering the Plan (the
"Committee") to receive a Non-Qualified Stock Option Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. TERMS OF AWARD. The following terms used in this Agreement shall have
the meanings set forth in this paragraph 1:
(a) The "Participant" is ______________.
(b) The "Grant Date" is _______________.
(c) The number of "Covered Shares" is ____________ shares of Stock.
(d) The "Exercise Price" is $___________ per share.
Other terms used in this Agreement are defined pursuant to paragraph 16 or
elsewhere in this Agreement.
2. AWARD AND EXERCISE PRICE. This Agreement specifies the terms of the
option (the "Option") granted to the Participant to purchase the number of
Covered Shares of Stock at the Exercise Price per share as set forth in
paragraph 1. The Option is not intended to constitute an "incentive stock
option" as that term is used in Code section 422.
3. DATE OF EXERCISE. The Option shall vest with respect to 25% of the
Covered Shares as of the last day of each fiscal quarter which ends after the
Grant Date. Notwithstanding the foregoing, the Option shall become fully vested
and exercisable upon (i) a Change in Control that occurs on or before the Date
of Termination, or (ii) the occurrence of any other acceleration event described
in a written employment agreement between the Participant and the Company or a
subsidiary of the Company. The Option may be exercised on or after the Date of
Termination only as to that portion of the Covered Shares for which it was
exercisable immediately prior to
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(or became exercisable on) the Date of Termination, or became exercisable upon
the Date of Termination.
4. EXPIRATION. The Option shall not be exercisable after the Company's
close of business on the last business day that occurs prior to the Expiration
Date. The "Expiration Date" shall be the earliest to occur of:
(a) the ten-year anniversary of the Grant Date;
(b) if the Date of Termination occurs by reason of death, the
one-year anniversary of such Date of Termination; or
(c) if the Date of Termination occurs for reasons other than death,
the 90-day anniversary of such Date of Termination; or
(d) if the Date of Termination occurs by reason of the Participant's
termination for Cause, the Date of Termination.
5. METHOD OF OPTION EXERCISE. Subject to the terms of this Agreement and
the Plan, the Option may be exercised in whole or in part by filing a written
notice with the Secretary of the Company at its corporate headquarters prior to
the Company's close of business on the last business day that occurs prior to
the Expiration Date. Such notice shall specify the number of shares of Stock
which the Participant elects to purchase, and shall be accompanied by payment of
the Exercise Price for such shares of Stock indicated by the Participant's
election. Payment shall be by cash or by check payable to the Company. Except as
otherwise provided by the Committee before the Option is exercised: (i) all or a
portion of the Exercise Price may be paid by the Participant by delivery of
shares of Stock owned by the Participant and acceptable to the Committee having
an aggregate Fair Market Value (valued as of the date of exercise) that is equal
to the amount of cash that would otherwise be required; and (ii) if the Company
securities are publicly traded, the Participant may, if allowed by the Committee
and in accordance with procedures it established, pay the Exercise Price by
authorizing a third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire Exercise Price and any
tax withholding resulting from such exercise. Except as otherwise provided by
the Committee, payments made with shares of Stock in accordance with clause (i)
above shall be limited to shares held by the Participant for not less than six
months prior to the payment date. The Option shall not be exercisable if and to
the extent the Company determines that such exercise would violate applicable
state or Federal securities laws or the rules and regulations of any securities
exchange on which the Stock is traded. If the Company makes such a
determination, it shall use all reasonable efforts to obtain compliance with
such laws, rules and regulations. In making any determination hereunder, the
Company may rely on the opinion of counsel for the Company.
6. TRANSFERABILITY. The Option is not transferable other than as
designated by the Participant by will or by the laws of descent and
distribution, and during the Participant's life, may be exercised only by the
Participant. However, the Participant, with the approval of the Committee, may
transfer the Option for no consideration to or for the benefit of the
Participant's
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Immediate Family (including, without limitation, to a trust for the benefit of
the Participant's Immediate Family or to a partnership or limited liability
company for one or more members of the Participant's Immediate Family), subject
to such limits as the Committee may establish, and the transferee shall remain
subject to all the terms and conditions applicable to the Option prior to such
transfer. The foregoing right to transfer the Option shall apply to the right to
consent to amendments to this Agreement and, in the discretion of the Committee,
shall also apply to the right to transfer ancillary rights associated with the
Option. The term "Immediate Family" means the Participant's spouse, parents,
children, stepchildren, adoptive relationships, sisters, brothers and
grandchildren (and, for this purpose, shall also include the Participant).
7. HEIRS AND SUCCESSORS. This Agreement shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If any
rights exercisable by the Participant or benefits deliverable to the Participant
under this Agreement have not been exercised or delivered, respectively, at the
time of the Participant's death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the Plan.
The "Designated Beneficiary" shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary and the Designated Beneficiary
survives the Participant but dies before the Designated Beneficiary's exercise
of all rights under this Agreement or before the complete distribution of
benefits to the Designated Beneficiary under this Agreement, then any rights
that would have been exercisable by the Designated Beneficiary shall be
exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall
be distributed to the legal representative of the estate of the Designated
Beneficiary.
8. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.
9. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.
10. NOTICES. Any written notices provided for in this Agreement or the
Plan shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first class
mail. Notices sent by mail shall be deemed received three business days after
mailing but in no event later than the date of actual receipt.
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Notices shall be directed, if to the Participant, at the Participant's address
indicated by the Company's records, or if to the Company, at the Company's
principal executive office.
11. FRACTIONAL SHARES. In lieu of issuing a fraction of a share upon any
exercise of the Option, resulting from an adjustment of the Option pursuant to
paragraph 4.2(f) of the Plan or otherwise, the Company will be entitled to pay
to the Participant an amount equal to the fair market value of such fractional
share.
12. NO RIGHTS AS SHAREHOLDER. The Participant shall not have any rights of
a shareholder with respect to the shares subject to the Option, until a stock
certificate has been duly issued following exercise of the Option as provided
herein.
13. AMENDMENT. This Agreement may be amended in accordance with the
provisions of the Plan, and may otherwise be amended by written agreement of the
Participant and the Company without the consent of any other person.
14. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be
severable and enforceable to the extent permitted by law.
15. APPLICABLE LAW. The provisions of this Agreement shall be construed in
accordance with the laws of the State of Delaware, without regard to the
conflict of law provisions of any jurisdiction.
16. DEFINITIONS. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:
(a) CAUSE. The term "Cause" shall be defined as (i) the determination
by the Board, that the Participant has engaged or is about to engage in
conduct materially injurious to the Company or a Subsidiary or an
Affiliate, monetarily or otherwise, (ii) the Participant having been
convicted of, or pleaded guilty or no contest to, a felony, and (iii)
conduct by Participant that involves theft, fraud or dishonesty in the
course of providing serves to the Company.
(b) DATE OF TERMINATION. The term "Date of Termination" means the day
following the last day on which the Participant serves as a director for
the Company.
(c) PLAN DEFINITIONS. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is
similarly used in this Agreement.
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IN WITNESS WHEREOF, the Participant has executed this Agreement, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.
Participant
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iPCS inc.
By:
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Its:
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