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Exhibit 10.26
3 YEAR VESTING
HIGHWAYMASTER COMMUNICATIONS, INC.
AMENDED AND RESTATED STOCK OPTION AGREEMENT
This AMENDED AND RESTATED STOCK OPTION AGREEMENT is entered into by and
between HighwayMaster Communications, Inc., a Delaware corporation (the
"Company"), and the undersigned employee of the Company's subsidiary,
HighwayMaster Corporation, (the "Optionee"). This AMENDED AND RESTATED STOCK
OPTION AGREEMENT amends, restates and replaces in its entirety the prior STOCK
OPTION AGREEMENT entered into between Optionee and the Company which has the
same Date of Grant set forth in Section 18(a) below.
1. Grant of Option. The Company hereby grants to the Optionee
effective as of the date set forth in Section 18 hereof (the "Date of Grant"),
the right and option (the "Option") to purchase up to the aggregate number of
shares of common stock, par value $.01 per share, of the Company (the "Common
Stock") set forth in Section 18 hereof, subject to adjustment pursuant to
Section 3 hereof and subject to the Optionee's acceptance and agreement to all
of the terms and conditions and restrictions described in the HighwayMaster
Communications, Inc. (formerly known as HM Holding Corporation) 1994 Stock
Option Plan, as amended (the "Plan"), a copy of which has been provided to the
Optionee, and to the further terms, conditions and restrictions set forth below.
2. Exercise Price. Subject to adjustment pursuant to Section 3, the
exercise price payable by the Optionee upon exercise of this Option is set forth
in Section 17 hereof. This AMENDED AND RESTATED OPTION AGREEMENT has been
adjusted to reflect an amended stock option exercise price per share, as set
forth in Section 17 hereof.
3. Tax Status. This Option will be treated as an "incentive stock
option" within the meaning of Section 422 of the Code to the extent that any
portion of this Option meets the requirements of Section 422 of the Code. To the
extent that any portion of this Option does not meet such Code requirements,
this Option shall be deemed a nonqualified stock option.
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4. Exercise of Option. Subject to the terms of the Plan and this
Option Agreement, as of the Date of Grant and each of the first, second, and
third anniversaries of the Date of Grant, Optionee may exercise (cumulatively)
rights to acquire one-third of the Common Stock subject to the Option.
5. Expiration of Option. This Option shall expire and cease to be
exercisable on the sixth anniversary of the Date of Grant or such earlier date
as may be specified in the Plan.
6. Termination of Affiliation.
(a) Subject to the following provisions of this Section 6 and
Article VI of the Plan, this Option may not be exercised unless at the
time of exercise the Optionee is an Employee of the Company or a
Subsidiary.
(b) If the Optionee's position as an Employee of the Company
or a Subsidiary shall terminate for any reason other than death, and
other than Termination by Employer With Notice without cause as set
forth in Section 6(d) of that certain Employment Agreement entered into
between Optionee and a Subsidiary of the Company as of May 29, 1998
(the "Employment Agreement"), the Optionee may exercise this Option, to
the same extent it was exercisable on the date of such termination,
during the 60-day period following the effective date of such
termination. In no event may the Optionee exercise this Option later
than the date on which the Option would have expired under Section 5
hereof.
(c) If the Optionee's position as an Employee of the Company
or a Subsidiary shall terminate by reason of Termination by Employer
With Notice without cause as set forth in Section 6(d) of the
Employment Agreement, the options set forth in Section 17 of this
Agreement shall continue to vest as set forth in Section 4 of this
Agreement, and Optionee may exercise this Option for the duration of
the initial term of the Employment Agreement as set forth in Section 8
of the Employment Agreement, as if the Employee's employment not been
terminated until the last day of the initial term set forth in Section
8 of the Employment Agreement. In no event may the Optionee exercise
this Option later than the date on which the Option would have expired
under Section 5 hereof.
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(d) If the Optionee's position as an Employee of the Company
or a Subsidiary shall terminate by reason of the Optionee's death, the
executor or administrator of the Optionee's estate or the person to
whom this Option is transferred by will or the laws of descent or
distribution may exercise this Option with respect to any or all shares
covered by this Option within 60 days after the date of the Optionee's
death. In no event may the Optionee or her estate exercise this Option
later than the date on which the Option would have expired under
Section 5 hereof.
7. Procedure to Exercise. This Option may be exercised only by
delivery of a written notice to the Company at its principal office, stating the
number of shares of Common Stock as to which the Option is being exercised and
accompanied by payment in full in cash or by certified check of the exercise
price for all such shares.
8. Nontransferability of Option. This Option shall not be
assignable or transferable other than by will or the laws of descent and
distribution and shall be exercisable only by the Optionee during his lifetime.
9. Continued Employment or Retention. Subject to the terms of any
employment agreement between the Company and the Optionee, nothing herein shall
confer upon the Optionee any right to be continued in the employ or retention of
the Company or a Subsidiary or shall prevent the Company or Subsidiary which
employs or retains the Optionee from terminating such employment in accordance
with the Employment Agreement.
10. Rights as Shareholder. Nothing herein is intended to or shall
give to the Optionee any right or status of any kind as a stockholder of the
Company in respect of any shares of Common Stock covered by this Option or
entitle the Optionee to any dividends or distributions thereon unless and until
such shares shall have been delivered to the Optionee and registered in the
Optionee's name.
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11. Interpretation. If and when questions arise from time to time as
to the intent, meaning or application of the provisions hereof or of the Plan,
such questions shall be decided by the Board of Directors or the Committee in
its sole discretion, and any such decision shall be conclusive and binding on
the Optionee. The Optionee hereby agrees that this Option is granted and
accepted subject to such condition and understanding.
12. Investment Representation. At such time or times as the Optionee
may exercise this Option, the Optionee shall, upon the request of the Company,
represent in writing (i) that the shares being acquired by the Optionee will not
be sold except pursuant to an effective registration statement, or applicable
exemption from registration, under the Securities Act of 1933, as amended, (ii)
that it is the Optionee's intention to acquire the shares being acquired for
investment only and not with a view to distribution thereof, and (iii) other
customary representations as the Company deems necessary or advisable. No shares
will be issued unless and until the Company is satisfied as to the accuracy of
such representations.
13. Withholding of Taxes. Upon exercise of this Option (either
wholly or in part), the Optionee must pay to the Company, or make arrangements
satisfactory to the Company regarding payment of, any federal, state or local
taxes of any kind required to be withheld in connection with the issuance to the
Optionee of Common Stock upon exercise of this Option.
14. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally,
mailed certified mail (return receipt requested) or sent by overnight delivery
service, cable, telegram, facsimile transmission or telex to the Optionee at the
address on the signature page hereof and to the Company at the address set forth
below or at such other addresses as shall be specified by the parties by like
notice:
HighwayMaster Communications, Inc.
0000 Xxx Xxxxx
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Secretary & General Counsel
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15. Defined Terms. All capitalized terms used herein and not
otherwise defined shall have the meanings given them in the Plan.
16. Confidentiality. Unless otherwise permitted by the Chairman of
the Board or the President of the Company, Optionee agrees to keep confidential
the terms of this Option Agreement (and the terms of any other Option Agreement
with any other employee of the Company known to Optionee) and shall not disclose
such terms to any other employee or otherwise.
17. Specified Information. This Option Agreement shall apply with
respect to the following specific information:
a. Date of Grant: MAY 29, 1998
b. Name of Optionee: XXXX XXXXXXXXX XXXX
c. Number of Shares Covered by Option: 70,000
d. Option Exercise Price Per Share: $1.19
IN WITNESS WHEREOF, the undersigned have executed this Option Agreement to be
effective as of the Date of Grant set forth above.
HIGHWAYMASTER COMMUNICATIONS, INC.
By: /s/ J. XXXXXXX XXXXXX
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Name: J. Xxxxxxx Xxxxxx
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Title: General Counsel & Secretary
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/s/ XXXX XXXXXXXXX XXXX
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XXXX XXXXXXXXX XXXX, Optionee
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