EXHIBIT 4.8
STOCK OPTION AGREEMENT
AGREEMENT, dated as of February 29, 1996, between GLOBAL TELECOMMUNICATION
SOLUTIONS, INC., a Delaware corporation ("Company"), and XXXX XXXXXXXXX (the
"Employee" or "Grantee").
WHEREAS, on January 15, 1996, the Board of Directors authorized the
employment of the Employee pursuant to the terms of an Employment Agreement
dated as of February 29, 1996, and the grant to the Employee of an option to
purchase an aggregate of 125,000 of the authorized but unissued or treasury
shares of the Common Stock of the Company, $.01 par value ("Common Stock"), on
the terms and conditions set forth in this Agreement; and
WHEREAS, the Employee desires to acquire said option on the terms and
conditions set forth in this Agreement;
IT IS AGREED:
1. The Company hereby grants to the Employee the right and option to
purchase all or any part of an aggregate of 125,000 shares of the Common Stock
on the terms and conditions set forth herein ("Option"). Said Option is a
non-qualified stock option not intended to qualify under any section of the
Internal Revenue Code of 1986, as amended, and is not granted under any plan,
including the Company's 1994 Performance Equity Plan ("Plan").
Certain terms used herein, however, are defined under the Plan.
2. The purchase price of each share of Common Stock subject to the Option
("Option Shares") shall be $6.125.
3. (a) This Option is exercisable, subject to the terms and conditions of
this Agreement, as follows: (i) options to purchase 33-1/3% of the Option Shares
shall be exercisable on or after February 29, 1997; (ii) options to purchase an
additional 33-1/3% of the
Option Shares shall be exercisable on and after February 28, 1998, and (iii)
options to purchase the remaining 33-1/3% of the options shares shall be
exercisable on and after February 28, 1999. After a portion of the options
become exercisable, it shall remain exercisable, except as otherwise provided
herein, for a period of five years from the date of vesting ("Exercise Period").
The Option may be exercised, except as provided in subparagraph (b), below, only
if the Employee at the time of exercise is employed by the Company or a
wholly-owned subsidiary thereof and shall have been so employed continuously
since the date of this Agreement.
(b) If the Employee's employment with the Company terminates for any reason
prior to the time that the Option has been fully exercised, the portion of the
Option not yet exercisable on the date of termination of employment and the
portion of the Option which is exercisable on the date of termination of
employment shall immediately expire; provided, however, that (i) if the
Employee's employment is terminated by reason of the Employee's Disability (as
such term is defined under the Plan), the Option shall become fully vested and
exercisable and may be exercised by the Employee for a period of one year from
the date of such termination or until the expiration of the Exercise Period,
whichever is shorter; (ii) in the event of the death of the Employee while in
the employment of the Company, the Option shall become fully vested and
exercisable by the legal representative of the estate or by the legatee of the
Employee under the will of the employee for a period of one year from the date
of such death or until the expiration of the Exercise Period, whichever is
shorter; and (iii) in the event the Employee is terminated without cause or due
to Normal Retirement (as such term is defined under the Plan), then the portion
of the Option that has vested by the date of such termination of employment may
be exercised for a period of one year from the date of such termination of
employment or until the expiration of the Exercise Period, whichever is shorter.
(c) The Option shall not be assignable or transferable except in the event
of the death of the Employee, by will or by the laws of descent and
distribution. No transfer of the Option by the Employee by will or by the laws
of descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a copy of the
will and such other evidence as the Company may deem necessary
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to establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the Option.
4. The Employee shall not have any of the rights of a stockholder with
respect to the Option Shares until such shares have been issued after the due
exercise of the Option.
5. In the event of a reorganization, recapitalization, reclassification,
stock split or exchange, stock dividend, combination of shares, or any other
similar change in the Common Stock of the Company as a whole, the Board of
Directors of the Company shall make such equitable, proportionate adjustments,
if any, as it deems appropriate in the number and kind of shares covered by the
Option and in the option price thereunder, in order to preserve the Employee's
proportionate interest in the Company and to maintain the aggregate option
price; provided, however, that upon the dissolution or liquidation of the
Company, or upon any merger, consolidation or other form of reorganization, or
upon the sale of all or substantially all of the Company's assets, the Option
may be terminated by the Company or its successor and be of no further effect.
6. The Company hereby represents and warrants to the Employee that the
Option Shares, when issued and delivered by the Company to the Employee in
accordance with the terms and conditions hereof, will be duly and validly issued
and fully paid and non-assessable.
7. The Employee hereby represents and warrants to the Company that he is
acquiring the Option and shall acquire the Option Shares for his own account and
not with a view to the distribution thereof.
8. Anything in this Agreement to the contrary notwithstanding, the Employee
hereby agrees that he shall not sell, transfer by any means or otherwise dispose
of the Option Shares acquired by him without registration under the Securities
Act of 1933 ("Act"), or in the event that they are not so registered, unless (a)
an exemption from the Act is available thereunder, and (b) the Employee has
furnished the Company with notice of such proposed
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transfer and the Company's legal counsel, in its reasonable opinion, shall deem
such opposed transfer to be so exempt.
9. The Company hereby grants to Employee the right to have the Option
Shares registered on any registration statement on Form S-8 or any amendment
thereto filed by the Company, during the period in which Employee is employed by
the Company or by any subsidiary thereof. Notwithstanding the foregoing, the
Company shall have no obligation hereunder in connection with any registration
statement or amendment thereto unless the Employee provides to the Company
information with respect to his ownership of Option Shares, manner of proposed
disposition and such other matters as the Company shall reasonably request for
disclosure in the registration statement or any amendment thereto.
10. In the event of a "Change in Control" of the Company, as defined in the
Plan, then the option vesting periods hereunder shall be accelerated, the Option
will immediately and entirely vest, and the Employee will have the right to
immediately purchase all Option Shares on the terms set forth in this Agreement.
11. The Employee hereby acknowledges that:
(a) All reports and documents required to be filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 within the last 12 months have been made available to the Employee for his
inspection.
(b) If he exercises the Option, he must bear the economic risk of the
investment in the Option Shares for an indefinite period of time because the
Option Shares will not have been registered under the Act and cannot be sold by
him unless they are registered under the Act or an exemption therefrom is
available thereunder.
(c) In his position with the Company, he has had both the opportunity to
ask questions of and receive answers from the officers and directors of the
Company and all persons acting on its behalf concerning the terms and conditions
of the offer made hereunder
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and to obtain any additional information to the extent the Company possesses or
may possess such information or can acquire it without unreasonable effort or
expense necessary to verify the accuracy of the information obtained pursuant to
subparagraph (a) above.
(d) The Company shall place stop transfer orders with its transfer agent
against the transfer of the Option Shares in the absence of registration under
the Act or an exemption therefrom.
(e) The certificates evidencing the Option Shares shall bear the following
legends:
"The Shares represented by this certificate have been acquired
for investment and have not been registered under the Securities Act
of 1933. The shares may not be sold or transferred in the absence of
such registration or an exemption therefrom under said Act." "The
shares represented by this certificate have been acquired pursuant to
a Stock Option Agreement, dated as of February 29, 1996, a copy of
which is on file with the Company, and may not be transferred, pledged
or disposed or except in accordance with the terms and conditions
thereof."
12. Subject to the terms and conditions of the Agreement, the Option may be
exercised by written notice to the Company at its principal place of business.
Such notice shall state the election to exercise the Option and the number of
Option Shares in respect to which it is being exercised, shall contain a
representation and agreement by the person or persons so exercising the Option
that the Option Shares are being purchased for investment and not with a view to
the distribution or resale thereof, and shall be signed by the person or persons
so exercising the Option. Such notice shall be accompanied by payment of the
full purchase price of the Option Shares. Payment of the purchase price shall be
made in cash or by check, bank draft or money order payable to the order of the
Company or, with the Company's consent, by using Common Stock of the Company or
another means of "cashless exercise" approved by the Company. The Company shall
issue a certificate or certificates evidencing the Option Shares as soon as
practicable after the notice and payment is received. The certificate or
certificates
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evidencing the Option Shares shall be registered in the name of the person or
persons so exercising the Option.
13. All notices, requests, deliveries, payments, demands and other
communications which are required or permitted to be given under this Agreement
shall be in writing and shall either be delivered personally or sent by
certified mail, return receipt requested, postage prepaid, to the parties at
their respective addresses set forth below, or to such other address as either
shall have specified by notice in the writing to the other, and shall be deemed
duly given hereunder when so delivered or mailed, as the case may be.
14. The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
15. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter thereof.
16. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and to the extent not prohibited herein, their respective heirs,
successors, assigns and representatives. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties hereto and
as provided above, their respective heirs, successors, assigns and
representatives any rights, remedies, obligations or liabilities.
17. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the date first written above.
GLOBAL TELECOMMUNICATION
SOLUTIONS, INC.
Address: 00 Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
By: /s/ Xxxxxx Xxxxxx
---------------------------
OPTIONEE:
Address: 000 Xxxxxxxx Xxxx Xxxx
Xxxx Xxxxxx, XX 00000
/s/ Xxxx Xxxxxxxxx
-------------------------------
XXXX XXXXXXXXX
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EXHIBIT A
FORM OF NOTICE OF EXERCISE OF OPTION
Global Telecommunication Solutions, Inc.
00 Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Attention: The Board of Directors
Re: Purchase of Option Shares
Gentlemen:
In accordance with my Stock Option Agreement dated as of
February 29, 1996 with Global Telecommunication Solutions, Inc. (the "Company"),
I hereby irrevocably elect to exercise the right to purchase _________ shares of
the Company's common stock, par value $.01 per share ("Common Stock").
As payment for my shares, enclosed is (check and complete
applicable box[es]):
|_| a [personal check] [certified check] [bank check] payable to the
order of "Global Telecommunication Solutions, Inc." in the sum of
$_________;
|_| confirmation of wire transfer in the amount of $_____________;
and/or
|_| with the consent of the Company, a certificate for
_________ shares of the Company's Common Stock, free
and clear of any encumbrances, duly endorsed, having a
market value (based on the last sale price of a share
of Common Stock on the last complete trading day prior
to surrender) of $---------.
|_| with the consent of the Company, by surrender of a
portion of my Option having a value of $_____________
(based on the last sale price of a share of Common
Stock on the last complete trading day prior to
surrender).
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I hereby represent and warrant to, and agree with, the Company that:
(i) I am acquiring the Option and shall acquire the Option Shares
for my own account, for investment, and not with a view towards the
distribution thereof;
(ii) I have received a copy of all reports and documents required
to be filed by the Company with the Commission pursuant to the
Exchange Act within the last 24 months and all reports issued by the
Company to its stockholders;
(iii) I understand that I must bear the economic risk of the
investment in the Option Shares, which cannot be sold by me unless
they are registered under the Securities Act of 1933 (the "1933 Act")
or an exemption therefrom is available thereunder and that the Company
is under no obligation to register the Option Shares for sale under
the 1933 Act;
(iv) I agree that I will not sell, transfer by any means or
otherwise dispose of the Option Shares acquired by me hereby except in
accordance with Company's policy, if any, regarding the sale and
disposition of securities owned by employees and/or directors of the
Company;
(v) in my position with the Company, I have had both the
opportunity to ask questions and receive answers from the officers and
directors of the Company and all persons acting on its behalf
concerning the terms and conditions of the offer made hereunder and to
obtain any additional information to the extent the Company possesses
or may possess such information or can acquire it without unreasonable
effort or expense necessary to verify the accuracy of the information
obtained pursuant to clause (ii) above;
(vi) I am aware that the Company shall place stop transfer orders
with its transfer agent against the transfer of the Option Shares in
the absence of registration under the 1933 Act or an exemption
therefrom as provided herein; and
(vii) the certificates evidencing the Option Shares shall bear
the following legends:
"The shares represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933. The shares may not be sold or
transferred in the absence of such registration or an
exemption therefrom under said Act." "The shares represented
by this certificate have been acquired pursuant to a Stock
Option
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Agreement, dated as of February 29, 1996, a copy of
which is on file with the Company, and may not be
transferred, pledged or disposed of except in accordance
with the terms and conditions thereof."
Kindly forward to me my certificate at your earliest convenience.
Very truly yours,
----------------------------------------
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(Signature) (Address)
-----------------------------
(Print Name)
----------------------------------------
(Social Security Number)
Date:_______________________
