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EXHIBIT 10.7
VIASAT STOCK OPTION AGREEMENT
(NONQUALIFIED OPTION)
This ViaSat Stock Option Agreement ("Agreement) is entered into
effective the _____ day of ________________, 1993 ("Date of Grant"), between
ViaSat, Inc., a California corporation ("Company"), and __________________
("Optionee").
Company desires, by affording the Optionee an opportunity to
purchase shares of its common stock ("Common Stock") as hereinafter provided, to
carry out the purpose of the ViaSat, Inc., 1993 Stock Option Plan ("Plan").
NOW, THEREFORE, in consideration of the promises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto have agreed, and do hereby agree, as follows:
1. Grant. The Company hereby irrevocably grants to the Optionee,
as a matter of separate agreement and not in lieu of salary or any other
compensation for services, the right and option ("Option") to purchase all or
any part of an aggregate of ___________________ (__________) shares of Common
Stock on the terms and conditions herein set forth. This option is not intended
to constitute an "incentive stock option" subject to Section 422A of the
Internal Revenue Code of 1986, as such may be amended from time to time
("Code").
2. Purchase Price. The purchase price of the shares of Common
Stock subject to the Option shall be ___________ Dollars
($_____) per share.
3. Term and Vesting. The Option shall expire at the close of
business on ___________________, 19___ [five years after the date of grant], or
such shorter period as prescribed in Paragraph 5 hereof. The Option shall be
exercisable in installments as follows:
Percentage of Total Options
Date Granted Which May Be Exercised
---- ------------------------------
1st anniversary from date of grant 35%
2nd anniversary from date of grant 35%
3rd anniversary from date of grant 30%
Except as provided in Paragraph 5 hereafter, no Option may be
exercised unless, at the time of such exercise, the Optionee
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is in the employ of the Company and shall have been so employed continuously
since the date the Option is granted. For purposes of this paragraph, the term
"employment" shall include any association with the Company as an independent
contractor, director or in any other capacity where such person is granted an
Option under the Plan.
The right to exercise this Option is conditioned upon the
approval of the Plan by the Shareholders of the Company within twelve (12)
months after the adoption of the Plan by the Company's Board of Directors. If
such approval is not secured on a timely basis, this Option shall be null and
void in its entirely.
4. Transferability of Option. The Option shall not be
transferable other than by will or the laws of descent and distribution, and the
Option may be exercised, during the lifetime of the Optionee, only by him. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as aforesaid), pledged or hypothecated
in any way (whether by operation of law or otherwise), and shall not be subject
to execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option, shall be null and void and without effect.
5. Termination of Association. Upon termination of association of
the Optionee with the Company, the Option, to the extent the Option is then
exercisable as of said termination date based upon the vesting schedule set
forth in Section 3 hereof, but not theretofore exercised, shall terminate and
become null and void thirty (30) days after the date of such termination
("Association Termination Date"); except that if the Optionee shall die, or
become totally and permanently disabled (as described in Section 22(e)(3) of the
Code), while associated with the Company, in case of death the legal
representative of the Optionee (or such person who acquired such Option by
reason of the death of the Optionee), or in the case of total and permanent
disability the Optionee, may, not later than six (6) months from the date of
death or total and permanent disability, exercise the Option in respect of any
or all of the Common Stock subject to the Option.
In no event, however, shall any person be entitled to
exercise the Option (i) after the expiration of the period of exercisability of
the Option as specified herein, or (ii) with respect to any portion of the
Option which is only exercisable after Optionee's date of termination, based
upon the vesting schedule set forth in Section 3 hereof. For purposes of
determining the rights of the Optionee under the vesting schedule set forth in
Section 3 hereof, the vesting rights shall be calculated to the Association
Termination Date.
6. Obligation to Continue Association. Neither the Plan nor the
Option shall impose any obligation on the Company to
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continue the employment of the Optionee and/or continue any other association;
nor shall it impose any obligation on the part of the Optionee to remain in the
employ of and/or other association with the Company.
7. Recapitalization, Stock Dividends, Etc. If after the date of
this Option the shares of the common stock of the Company shall be changed into
or exchanged for a different number and/or kind of shares of stock or other
securities of the Company or of another Company (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise), there shall be substituted for each share of common stock
of the Company then subject to this Option, the number and kind of shares of
stock and/or other securities into which each share of common stock of the
Company shall be so changed, or for which each such share shall be exchanged. In
the event the Company shall pay any dividend in common shares of the Company
upon the common stock of the Company, during the period of any option, the
number of shares then subject to such option shall be adjusted by adding to each
such share the shares or fractions thereof which would have been distributable
as a stock dividend thereon had such share been outstanding at the record date
for the payment of the stock dividend. If, after the granting of this Option, a
substitution or an adjustment shall be required to be made under the immediately
foregoing provisions in the number and/or kind of shares of stock or other
securities then subject to such option, the price per unit payable by the
Optionee for shares or securities which he may thereafter be entitled to
purchase under such option shall be concurrently adjusted so that the aggregate
purchase price of all shares or securities not theretofore purchased under such
option will be apportioned ratably and equitably to and among the substituted or
adjusted number and/or kind of shares of stock or other securities.
8. Exercise. Subject to the terms and conditions hereof, the Option may be
exercised by written notice to the Company at its principal executive office,
Attention: Corporate Secretary. The written notice shall be in the form attached
hereto as Exhibit "A." Such notice shall be accompanied by payment of the full
purchase price of said shares. The Company shall issue and deliver a certificate
or certificates representing such shares as soon as practicable after the notice
is received, subject to the provisions of Paragraph 13 hereof. The purchase
price of shares may be paid in cash (by check payable to the Company). In the
event the Option shall be exercised, pursuant to Section 5 hereof, by any person
or persons other than the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable.
9. Reservation of Shares. The Company shall, at all times during the term
of the Option, reserve and keep available, as authorized and unissued shares or
as treasury shares, such number of shares of Common Stock as will be sufficient
to satisfy the
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requirements of this Agreement, shall pay all original issue and transfer taxes,
if any, with respect to the issue and transfer of shares pursuant hereto and all
other fees and expenses necessarily incurred by the Company in connection
therewith, and will from time to time use its best efforts to comply with all
laws and regulations which in the option of counsel for the Company shall be
applicable thereto.
10. Listing and Registration of Shares. The exercise of this Option is
subject to the obtaining of any consent or approval of any governmental or other
regulatory body which the Board, in its discretion, deems necessary or
desirable.
11. Shareholder Rights. The holder of this Option shall not be entitled to
any rights of a shareholder of the Company with respect to any Common Stock
subject to this Option until such shares have been paid for in full and issued
to him.
12. Restrictions on Shares. All shares issued pursuant to the exercise of
this Option shall contain the following restrictive legends:
(a) IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF
THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION
THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS
OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.
(b) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH
ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED BY SUCH
TRANSFER.
(c) ANY TRANSFER OR PLEDGE OF THE SHARES REPRESENTED BY
THIS CERTIFICATE, OR THE TRANSFER OF ANY INTEREST IN THOSE SHARES, IS RESTRICTED
BY THE PROVISIONS OF A STOCK RESTRICTION AGREEMENT, A COPY OF WHICH MAY BE
INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY, AND ALL PROVISIONS OF WHICH
ARE INCORPORATED HEREIN.
13. Representations. Optionee hereby represents and warrants to the Company
as follows: (i) Optionee acknowledges that this Option has been issued pursuant
to an exemption from registration under the Securities Act of 1933, as amended;
(ii) Optionee has acquired the Option and will acquire any of the stock
underlying this Option for his or her own account, with no view to any
distribution thereof; (iii) Optionee will not make any distribution thereof
other than pursuant to an exemption from registration under the Securities Act
and an exemption from qualification under the California Corporate Securities
Law of 1968; (iv) Optionee has received from the Company such financial,
business and other information regarding the Company
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as he has deemed necessary for an independent evaluation of the business
prospects of the Company, the fairness of the investment and the merits and
risks of holding the Option, and Optionee has had such opportunity as he has
deemed necessary to ask and receive answers to questions from personnel of the
Company; and (v) Optionee has a pre-existing personal or business relationship
with the Company or one or more of its officers or directors of a nature and
duration such as would enable a reasonably prudent purchaser to be aware of the
character, business acumen and general and financial circumstances of the person
or entity with whom such relationship exists.
14. Optional Form of Payment for Shares. Payment for any number
of shares of Common Stock of the Company purchased pursuant to the exercise of
this Option may, at the option of the Committee appointed by the Board to
administer the Plan (or the Board itself in the absence of such a Committee), be
made by delivering to the Company a number of shares of the Common Stock of the
Company previously acquired and held for not less than one year by the Optionee,
with a fair market value (as determined by the Board), on the date this Option
is exercised, equal to the option exercise price for such shares.
15. Withholding. Optionee agrees that the Company may withhold such number
of shares of Common Stock upon each exercise of the Option (or otherwise charge
the Optionee) as may be required by the Code with respect to federal income tax
and/or social security tax withholding and, additionally, any applicable state
income and/or employment tax laws.
16. Stock Restriction Agreement. Upon the exercise of any Option granted
pursuant to the Plan, the Optionee shall be required to sign the Company's
then-effective Stock Restriction Agreement. If at the time of exercise of any
Option the Optionee has been terminated as an employee and/or associate of the
Company, the provisions of the Company's then-effective Stock Restriction
Agreement shall be superior to the Plan and shall control Optionee's rights with
respect to the disposition of the Shares purchased pursuant to the Plan.
17. The Plan. The Optionee's and the Company's respective rights and
obligations under this Agreement are also subject to the applicable terms,
conditions, requirements and other provisions set forth in the Plan. By
executing this Agreement, the Optionee acknowledges that he has had the
opportunity to review the Plan at the Company's principal executive offices,
upon Optionee's request, and to seek whatever professional consultation
necessary to fully understand the content thereof. EXCEPT AS MODIFIED OR
AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT, ALL OF THE TERMS AND
PROVISIONS OF THE PLAN ARE HEREBY INCORPORATED BY REFERENCE AS IF SET FORTH AT
LENGTH HEREIN.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
duly executed by its officers thereunto duly authorized, and the
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Optionee has executed it, all as of the day and year first above written.
OPTIONEE: COMPANY:
______________________________ ViaSat, Inc.
(signature) A California Corporation
______________________________
(name printed)
Address:
______________________________ By:_______________________
______________________________ Xxxx X. Xxxxxxxx
President
Social Security Number:
______________________________
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