EXHIBIT 4.8
TELEPAD CORPORATION
STOCK OPTION AGREEMENT
____________________ Stock Option Grant number:
Employee Date of Grant:
Option price per share:
Total number of shares granted:
On the date of the grant shown above, TelePad Corporation (the "Company"), a
Delaware corporation, granted to you (the "Optionee") an option to purchase
shares of Common Stock of the Company, in the number and at the price as shown
above, and in all respects subject to the terms, definitions and provisions of
the 1992 Stock Option Plan, as amended (the "Plan") of the Company, which is
incorporated herein by reference, as follows:
1. NATURE OF THE OPTION - This option is intended to be an Incentive Stock
Option.
2. OPTION PRICE - The option price indicated above for each share of Common
Stock is $______.
3. EXERCISE OF OPTION - The option shall be exercisable, cumulatively, as
follows:
(i) RIGHT TO EXERCISE - The option shall be exercisable,
cumulatively, as follows:
* ______ shares will vest upon _______________________________.
* ______ shares will vest upon _______________________________.
* ______ shares will vest upon _______________________________.
All outstanding options vest in the event that the Company is purchased or if
the Company should go public.
(ii) METHOD OF EXERCISE - This option shall be exercisable by
written notice which shall state the election to exercise this option, the
number of shares in respect of which this option is being exercised, and such
other representation and agreements as to the holder's investment intent with
respect to such shares of Common Stock as may be required by the Company. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Company. The written notice shall be accompanied by
payment of the purchase price.
(iii) RESTRICTIONS ON EXERCISE - This option may not be exercised if
the issuance of such shares upon such exercise would constitute a violation of
any applicable federal or state securities law or other law or regulation. The
shares represented by this certificate have not been registered under the
Securities Act of 1933 and may not be transferred, sold or otherwise disposed of
in the absence of an effective registration statement with respect to the shares
evidenced by this certificate, filed and made effective under the Securities Act
of 1933, or an opinion of counsel satisfactory to the Company to the effect of
that registration under such Act is not required. No Option is valid without a
signed non-compete agreement on the part of the Optionee.
4. NON-TRANSFERABILITY OF OPTION - This option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
5. TERMINATION OF EMPLOYMENT - If an Optionee's employment terminates, he/she
may, within 180 days after the termination date, exercise the Option to the
extent that he/she was entitled to exercise it on the termination date.
TelePad Corporation
By____________________ By___________________ By_____________________
Chairman President Optionee
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