The following Form of Non-Qualified Stock Option Agreement was entered into with
the following directors:
Name / Optionee Date of Document Superseded Date 1 Date 2
Xxxxx X. Xxxxxxx November 4, 1998 November 4 November 3
Xx. Xxxxxxx Elkholy July 8, 1998 July 8 July 7
Xx. Xxxxxxx Xxxxxxx November 4, 1998 November 4 November 3
1999-OP
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Optionee
THIS AGREEMENT SUPERSEDES AND RENDERS NULL AND VOID A PRIOR OPTION TO PURCHASE
COMMON SHARES OF VDC CORPORATION LTD. BETWEEN VDC CORPORATION LTD. AND MADE AS
OF .
VDC COMMUNICATIONS, INC.
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FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE VDC COMMUNICATIONS, INC.
1998 STOCK INCENTIVE PLAN, AS AMENDED (THE "PLAN")
This Agreement is made as of October 1, 1999 (the "Grant Date") by and
between VDC Communications, Inc., a Delaware corporation (the "Corporation"),
and the person named on Schedule A hereto (the "Optionee").
WHEREAS, Optionee was a valuable agent of VDC Corporation Ltd. ("VDC
Bermuda") or one of its subsidiaries and VDC Bermuda considered it desirable and
in its best interest that Optionee be given an inducement to acquire a
proprietary interest in VDC Bermuda and an incentive to advance the interests of
VDC Bermuda by granting the Optionee an option to purchase shares of common
stock of VDC Bermuda;
WHEREAS, VDC Bermuda and the Optionee entered into an Option to
Purchase Common Shares of VDC Corporation Ltd. dated [Date 1], 1998 (the
"Original Option Agreement") representing an option to purchase 25,000 shares of
VDC Bermuda common stock (the "Original Option");
WHEREAS, VDC Bermuda merged with and into the Corporation in November
1998 (the "Merger");
WHEREAS, pursuant to the merger agreement documenting the Merger, the
Corporation agreed to assume and continue all VDC Bermuda stock options;
WHEREAS, the Corporation wishes to consolidate all outstanding VDC
Bermuda options under the Plan;
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WHEREAS, the Board of Directors of the Corporation has repriced the per
share exercise price for the shares subject to the Original Option; and
WHEREAS, the parties wish to enter into a new agreement that reflects
the new exercise price, contains certain other terms, and supersedes and renders
null and void the Original Option Agreement and the Original Option.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Corporation hereby grants Optionee
an option to purchase from it, upon the terms and conditions set forth in the
Plan and this Agreement, that number of shares of the authorized and unissued
common stock of the Corporation (the "Common Stock") as is set forth on Schedule
A hereto.
1. Terms of Stock Option. The option to purchase Common Stock granted
hereby is subject to the terms, conditions, and covenants set forth in the Plan
as well as the following:
(a) This option shall constitute a Non-Qualified Stock
Option which is not intended to qualify under Section
422 of the Internal Revenue Code of 1986, as amended;
(b) The per share exercise price for the shares subject
to this option shall be the Fair Market Value (as
defined in the Plan) of the Common Stock on the Grant
Date, which exercise price is set forth on Schedule A
hereto;
(c) This option shall vest in accordance with the vesting
schedule set forth on Schedule A hereto; and
(d) No portion of this option may be exercised more than
ten (10) years from the [Date 1], 1998.
(e) The Optionee shall not exercise the option
represented by this Agreement in whole or in part
until the Corporation has filed a Registration
Statement on Form S-8 with the Securities and
Exchange Commission for the Plan and said
Registration Statement is effective.
2. Payment of Exercise Price. The option may be exercised, in part or
in whole, only by written request to the Corporation accompanied by payment of
the exercise price in full either: (i) in cash for the shares with respect to
which it is exercised; (ii) by delivering to the Corporation a notice of
exercise with an irrevocable direction to a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, to sell a sufficient portion of the
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shares and deliver the sale proceeds directly to the Corporation to pay the
exercise price; (iii) in the discretion of the Plan Administrator, through the
delivery to the Corporation of previously-owned shares of Common Stock having an
aggregate Fair Market Value equal to the option exercise price of the shares
being purchased pursuant to the exercise of the Option; provided, however, that
shares of Common Stock delivered in payment of the option price must have been
held by the Optionee for at least six (6) months in order to be utilized to pay
the option price; (iv) in the discretion of the Plan Administrator, through an
election to have shares of Common Stock otherwise issuable to the Optionee
withheld to pay the exercise price of such Option; or (v) in the discretion of
the Plan Administrator, through any combination of the payment procedures set
forth in Subsections (i) - (iv) of this paragraph.
3. Miscellaneous.
(a) This Agreement is binding upon the parties hereto and
their respective heirs, personal representatives,
successors and assigns.
(b) This Agreement will be governed and interpreted in
accordance with the laws of the State of Connecticut,
and may be executed in more than one counterpart,
each of which shall constitute an original document.
(c) No alterations, amendments, changes or additions to
this agreement will be binding upon either the
Corporation or Optionee unless reduced to writing and
signed by both parties.
(d) All controversies or claims arising out of this
Agreement shall be determined by binding arbitration,
conducted at the Corporation's offices in Greenwich,
Connecticut, or at such other location designated by
the Corporation, before the American Arbitration
Association.
(e) No rule of construction requiring interpretation
against the drafting party shall apply to the
interpretation of this Agreement.
(f) This Agreement supersedes and renders null and void
the Original Option Agreement and the Original
Option.
(g) The recitals to this Agreement constitute a part of
this Agreement.
(h) If any provision of this Agreement is held to be
invalid, the remaining provisions shall remain in
full force and effect.
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(i) This Agreement may be executed in multiple
counterparts and by facsimile signature, each of
which shall constitute an original, but all of which
counterparts taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.
CORPORATION:
VDC COMMUNICATIONS, INC.
By:/s/ Xxxxxxxxx X. Xxxxx
------------------------
Xxxxxxxxx X. Xxxxx
Chief Executive Officer
OPTIONEE:
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Optionee
SCHEDULE A
1. Grant Date: October 1, 1999
2. Number of Shares of Common Stock covered by the Option: 25,000
3. Exercise Price (100% of Fair Market Value of Common Stock on the Grant
Date): $1.25
4. The Option shall vest in accordance with the following schedule:
(i) 8,333 shares shall vest on [Date 1], 1999, provided Optionee
serves as a member of the Corporation's Board of Directors
continuously from [Date 1], 1998 through [Date 2], 1999;
(ii) 8,333 shares shall vest on [Date 1], 2000, provided Optionee
serves as a member of the Corporation's Board of Directors
continuously from [Date 1], 1998 through [Date 2], 2000; and
(iii) 8,334 shares shall vest on [Date 1], 2001, provided Optionee
serves as a member of the Corporation's Board of Directors
continuously from [Date 1], 1998 through [Date 2], 2001.
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