Exhibit (d)(2)
TUCOWS INC.
AMENDED AND RESTATED 1996 EQUITY COMPENSATION PLAN
STOCK OPTION AGREEMENT
FOR U.S. EMPLOYEES
This Stock Option Agreement, dated ________________, evidences the grant of an
option pursuant to the provisions of the Amended and Restated 1996 Equity
Compensation Plan (the "Plan") of Tucows Inc. (the "Company") to the individual
whose name appears below (the "Participant"), covering the specific number of
shares of Common Stock of the Company ("Shares") set forth below, pursuant to
the provisions of the Plan and on the following terms and conditions:
1. Name of Participant:
----------------------------------------
2. Number of Shares subject to this option: Shares
--------------------
3. Exercise price per Share subject to this option: $
----------
4. Date of grant of this option:
-------------------------------
5. Type of option:
------------------
6. Vesting: Under the terms of this Stock Option Agreement,
________________ Shares shall vest on _____________, and an additional
________________ shall vest on ________________ and on the last day of each
month ending after such date through __________________, with any remaining
Shares vesting on __________________.
Vesting ceases immediately upon termination of employment or provision of
services for any reason, and any portion of this option that has not vested
on or prior to the date of such termination is forfeited on such date. Once
vesting has occurred, the vested portion can be exercised at any time,
subject to Section 7 below.
7. The last day on which the vested portion of this option can be exercised is
the EARLIEST of:
a. ___________________
b. the date on which the Participant's employment or provision of
services terminates for "termination for cause" (as defined in the
Plan);
c. 90 days following the date that the Participant's employment or
provision of services terminates other than for "termination for
cause" (as defined in the Plan), death or "disability" (as defined in
the Plan); or
d. 1 year following the Participant's death or "disability" (as defined
in the Plan).
The Participant hereby acknowledges receipt of a copy of the Plan as presently
in effect. All of the terms and conditions of the Plan are incorporated herein
by reference and this option is subject to such terms and conditions in all
respects. Capitalized terms that are used but not otherwise defined herein shall
have the meaning given to such terms in the Plan. This Stock Option Agreement
(including the Annex A attached hereto) and the Plan constitute the entire
agreement of the parties with respect to the subject matter hereof, and
supersede any prior written or oral agreements. If the Participant is entitled
to exercise the vested portion of this option, and wishes to do so, in whole or
in part, the Participant shall submit to the Company a notice of exercise, in
the form attached as Annex A, specifying the exercise date and the number of
Shares to be purchased pursuant to such exercise, and shall remit to the Company
in a form satisfactory to the Company (in its sole discretion) the exercise
price, plus an amount sufficient to satisfy any withholding tax obligations of
the Company that arise in connection with such exercise.
Accepted and Agreed: Tucows Inc.
______________________________ By:
---------------------------
Signature of Participant
Title:
---------------------------
Attachment: Annex A (Form of Notice of Exercise)
ANNEX A
TUCOWS INC.
NOTICE OF EXERCISE OF STOCK OPTION
Pursuant to the provisions of the Tucows Inc. Amended and Restated 1996 Equity
Compensation Plan (the "Plan") and the Stock Option Agreement dated
_______________, issued by Tucows Inc. (the "Company") to ___________________,
(the "Stock Option Agreement"), I hereby exercise the (circle one) [nonqualified
stock option or incentive stock option] granted under the terms of the Stock
Option Agreement to the extent of __________ shares of the Common Stock of the
Company (the "Shares"). I deliver to the Company herewith a certified check in
payment for the Shares, in an amount equal to the exercise price per Share set
forth on the Stock Option Agreement multiplied by the number of Shares as to
which this notice of exercise applies.
Participant: [TYPE NAME]
Date:
-------------------- -------------------------------
Participant's signature
-------------------------------
-------------------------------
Address
-------------------------------
Social Security Number
NOTE: If options are being exercised on behalf of a deceased Participant, then
this Notice must be signed by the Participant's personal representative and must
be accompanied by a certificate issued by an appropriate authority evidencing
that the individual signing this Notice has been duly appointed and is currently
serving as the Participant's personal representative under applicable local law
governing decedents' estates.
TUCOWS INC.
AMENDED AND RESTATED 1996 EQUITY COMPENSATION PLAN
STOCK OPTION AGREEMENT
FOR CANADIAN EMPLOYEES
This Stock Option Agreement, dated ________________, evidences the grant of an
option pursuant to the provisions of the Amended and Restated 1996 Equity
Compensation Plan (the "Plan") of Tucows Inc. (the "Company") to the individual
whose name appears below (the "Participant"), covering the specific number of
shares of Common Stock of the Company ("Shares") set forth below, pursuant to
the provisions of the Plan and on the following terms and conditions:
1. Name of Participant:
----------------------------------------
2. Number of Shares subject to this option: Shares
--------------------
3. Exercise price per Share subject to this option: $
----------
4. Date of grant of this option:
-------------------------------
5. Vesting: Under the terms of this Stock Option Agreement, ________________
Shares shall vest on _____________, and an additional ________________ shall
vest on ________________ and on the last day of each month ending after such
date through __________________, with any remaining Shares vesting on
________________.
Vesting ceases immediately upon termination of employment or provision
of services for any reason, and any portion of this option that has not
vested on or prior to the date of such termination is forfeited on such
date. Once vesting has occurred, the vested portion can be exercised at
any time, subject to Section 6 below.
6. The last day on which the vested portion of this option can be exercised is
the EARLIEST of:
a. ___________________
b. the date on which the Participant's employment or provision of
services terminates for "termination for cause" (as defined in the
Plan);
c. 90 days following the date that the Participant's employment or
provision of services terminates other than for "termination for
cause" (as defined in the Plan), death or "disability" (as defined in
the Plan); or
d. 1 year following the Participant's death or "disability" (as defined
in the Plan).
The Participant hereby acknowledges receipt of a copy of the Plan as presently
in effect. All of the terms and conditions of the Plan are incorporated herein
by reference and this option is subject to such terms and conditions in all
respects. Capitalized terms that are used but not otherwise defined herein shall
have the meaning given to such terms in the Plan. This Stock Option Agreement
(including the Annex A attached hereto) and the Plan constitute the entire
agreement of the parties with respect to the subject matter hereof, and
supersede any prior written or oral agreements. If the Participant is entitled
to exercise the vested portion of this option, and wishes to do so, in whole or
in part, the Participant shall submit to the Company a notice of exercise, in
the form attached as Annex A, specifying the exercise date and the number of
Shares to be purchased pursuant to such exercise, and shall remit to the Company
in a form satisfactory to the Company (in its sole discretion) the exercise
price, plus an amount sufficient to satisfy any withholding tax obligations of
the Company that arise in connection with such exercise.
Accepted and Agreed: Tucows Inc.
______________________________ By:
---------------------------
Signature of Participant
Title:
---------------------------
Attachment: Annex A (Form of Notice of Exercise)
ANNEX A
TUCOWS INC.
NOTICE OF EXERCISE OF STOCK OPTION
Pursuant to the provisions of the Tucows Inc. Amended and Restated 1996 Equity
Compensation Plan (the "Plan") and the Stock Option Agreement dated
_______________, issued by Tucows Inc. (the "Company") to ___________________,
(the "Stock Option Agreement"), I hereby exercise the option granted under the
terms of the Stock Option Agreement to the extent of __________ shares of the
Common Stock of the Company (the "Shares"). I deliver to the Company herewith a
certified check in payment for the Shares, in an amount equal to the exercise
price per Share set forth on the Stock Option Agreement multiplied by the number
of Shares as to which this notice of exercise applies.
Participant: [TYPE NAME]
Date:
-------------------- -------------------------
Participant's signature
-------------------------
-------------------------
Address
-------------------------
Social Security Number
NOTE: If options are being exercised on behalf of a deceased Participant, then
this Notice must be signed by the Participant's personal representative and must
be accompanied by a certificate issued by an appropriate authority evidencing
that the individual signing this Notice has been duly appointed and is currently
serving as the Participant's personal representative under applicable local law
governing decedents' estates.
