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EXHIBIT 99.7
GLOBECOMM, INC
XXXXXXX XXXXXX
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 1998, between GLOBECOMM,
INC., having a business address at 00 Xxxxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx
(the "Company") and XXXXXXX XXXXXX, residing at _____________________________
(the "Optionee") whereby the Company grants to Optionee the right and option to
purchase shares of Class A Common Stock of the Company (the "Stock") under the
terms, hereinafter provided:
(1) The right and option to purchase one hundred ninety-seven
thousand six hundred (197,600) shares of Stock at an exercise
price of Seven Dollars ($7.00) per share, referred to herein as
"Compensation Stock Options." These options are to be granted on
February 16, 1998.
(2) The right and option to purchase one hundred forty-two thousand
five hundred (142,500) shares of the Stock at an exercise price
of Four Dollars ($4.00) per share referred to herein as "Bonus
Stock Options." These options are granted are granted on January
1, 1998.
These options are hereby designated Non-Statutory Stock Options
(Collectively referred to herein as the "Stock Options") which are not
intended to qualify as incentive stock options within the meaning of
Section 422 of the Internal revenue Code of 1986, as amended and shall be
exercised as hereinafter provided.
SECTION 1. EXERCISE OF STOCK OPTIONS
1.01. Vesting. The right to exercise a Stock Option is limited as
hereinafter provided:
(a). The Stock Options may be exercised as hereinafter provided only
to the extent that they had become vested as provided herein.
(b). The Stock Options shall vest as follows:
(i). Compensation Stock Options shall vest at the rate of
1.93% for each two week per each two week period of
Optionee's employment with the Company, with full vesting in
Compensation Stock Options occurring on the last day of the
fifty-second (52nd) two week period of Optionee's employment
with the Company. If Optionee terminates his employment
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EXHIBIT 99.7
with the Company before his Compensation Stock Options are
fully vested hereunder and prior to the last day of a two
week period, then his vested interest in Compensation Stock
Options shall be prorated to the date of termination.
(ii). Bonus Stock Options shall vest at the rate of 7.69%
for each quarterly period of Optionee's employment with the
Company, with full vesting in bonus stock Options occurring
on the last day of the thirteenth quarterly period of
Optionee's employment with the Company. For this purpose,
the quarterly periods of Optionee's employment with the
Company shall be the periods of employment ending on March
31, June 30, September 30, and December 31. If Optionee
terminates his employment with the Company before his Bonus
Stock Options are fully vested hereunder and prior to the
last day of quarterly period, Optionee's vested interest in
bonus Stock Options shall be prorated to the date of
termination.
1.02. Time Limits. (a). A Stock Option shall terminate in all
respects on, and no exercise as to any shares covered by a Stock
Option shall be honored on or after the expiration of ten (10)
years from the Date of Grant thereof (the "Expiration Date").
(b). Subject to Section 2.02 (b), a Stock Option may be
exercised, to the extent it is vested, at any time prior to the
Expiration Date.
1.03. Procedures for Exercise. A Stock Option granted hereunder
shall be exercised by delivery to the Secretary or any Assistant
Secretary of the Company of a written notice of election to
exercise, signed by the Optionee or by his legal representative,
specifying the number of shares with respect to which the Stock
Option is being exercised and specifying a date, which shall be a
business day not less than seven (7) nor more than fifteen (15)
days after delivery of such notice to the company, on which date
the Company shall deliver, or cause to be delivered to the
Optionee, or to his legal representative, a certificate or
certificates for the number of shares specified against receipt
of the entire purchase price therefor. The notice shall be
accompanied by full payment of the exercise price for the Shares.
1.04. Registration of Shares and Lock-Up Period. In the event the
Company registers the offering of any securities of the Company
under the Securities Exchange Act of 1933 (the "Act"), the
Grantee, upon notice from the Company, shall not exercise any
Options granted under this Agreement, or sell or otherwise
transfer any securities of the Company obtained in connection
with this Agreement, during the 180 day-period following the
effective date of a registration statement filed under the Act;
provided, however, that such registration shall only apply to
public offerings which include securities to be sold on behalf of
the Company to the public in an underwritten public offering
under
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EXHIBIT 99.7
the Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until
the end of such 180-day period.
SECTION 2. RESERVATION OF SHARES AND CHANGES IN CAPITALIZATION.
2.01. Reservation of Shares. The Company hereby agrees to reserve
in advance sufficient shares of its authorized but unissued Stock
or Treasury Stock for issuance pursuant to the exercise of vested
Stock Options hereunder. The aggregate number and types of shares
reserved hereunder shall be appropriately adjusted in the event
of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights
offering or any other similar change in capitalization in order
to prevent dilution as provided in Section 2.02.
2.02. Dilution and Other Changes. (a). The Company shall adjust
the number of shares and types of securities subject to Stock
Options and the exercise price of the Stock Options as may be
appropriate to prevent the dilution of Optionee's rights in the
event of a reorganization, recapitalization, stock split, reverse
stock split, stock dividend, exchange or combination of shares
merger, consolidation, rights offering or any other similar
change in capitalization.
(b). If, at any time prior to the expiration or complete exercise
of the Stock Options, the Company shall be consolidated with, or
merged into, any other corporation, lawful provision shall be
made as part of the terms of each such consolidation or merger,
for an appropriate adjustment, as determined by an independent
appraiser, in the number, kind and/or price of shares for which
the Stock Options may be exercised hereunder to provide Optionee
with substantially the same relative rights before and after such
merger or consolidation to the extent practical; provided,
however, that the Board of Directors of the company may require
that the exercise of vested Stock Options must be made o or
within a specified time period after the effective date of the
consolidation or merger of the company.
SECTION 3. GENERAL.
3.01. Notices. Every direction, revocation or notice authorized
or required hereunder shall be deemed delivered to the Company
(1) on the date it is personally delivered to the secretary of
the Company at its principal executive offices or (2) three
business days after it is sent by registered or certified mail,
postage prepaid, addressed to the Secretary at such offices, and
shall be deemed delivered to the Optionee (1) on the date it is
personally delivered to him or (2) three business days after it
is sent by registered or certified mail, postage prepaid
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EXHIBIT 99.7
addressed to him at the last address shown for him on the records
of the Company.
3.02. Gender and Number. All reference made and all nouns or
pronouns used herein shall be construed in the singular or plural
and in such gender as the sense and circumstances require.
3.03. Captions. The captions of this Agreement are for
convenience and reference only and in no way define, describe,
extend or limit the scope of intent of any provision hereof.
3.04. Governing Law. The validity and construction of this
Agreement shall be governed by the laws of the State of Delaware,
excluding the conflict-of-laws principles thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its corporate seal to be affixed hereto by its
officers thereunto duly authorized, and the Optionee has hereunto
set his hand and seal as of the date first hereinabove set forth.
GLOBECOMM, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Chairman and Chief Operating Officer
The undersigned hereby accepts the foregoing Stock Option Agreement and the
terms and conditions hereof.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Optionee
