Exhibit 4.3
VoIP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Optionee: ______________________________
Number of Shares: ______________________
Option Exercise Price: $________________
Option Expiration Date: _______________
Effective Date of Grant: _______________
1. Grant of Options. VoIP, Inc., a Texas corporation ("Grantor"),
hereby grants to the above-named optionee ("Optionee"), a non-qualified stock
option (collectively, "Options") to purchase at the Option Exercise Price (set
forth above) per share, until the Option Expiration Date, and on the terms and
conditions set forth in this agreement ("Agreement") that number of shares, as
adjusted as herein provided (as so adjusted, "Option Shares"), of common stock
("Common Stock") of the Grantor, pursuant to the Grantor's 2004 Stock Option
Plan (the "Plan").
2. Vested Shares: The number of Vested Shares (disregarding any
resulting fractional share) as of any date is determined by multiplying the
Number of Option Shares by the "Vested Ratio" determined as of such date as
follows:
a. On each Measurement Date set forth in Column 1 below, the
Option shall vest and become exercisable for the corresponding number
of shares of Common Stock set forth in Column 2 below if the Optionee's
engagement with the Company and/or any Affiliated Entity has not
terminated. The "Vested Portion" of the Option as of any particular
date shall be the cumulative total of all shares for which the Option
has become exercisable as of that date.
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Column 1 Column 2
Measurement Date Vested Portion of the Option
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b. Notwithstanding anything to the contrary contained herein
or in the Plan, in the event the Optionee's engagement with the Company
is terminated by the Company within one (1) year following a Change in
Control for any reason other than Cause, then Vesting shall be
determined pursuant to the Plan.
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c. Any cessation of Services by the Optionee other than upon a
Change of Control shall terminate the vesting schedule, and any options
that have theretofore become vested shall be exercisable by the
Optionee.
3. Exercise of Options. Other terms, times and conditions of exercise
of the Options are as follows:
a. Prior to the Expiration Date, vested Options shall be fully
exercisable in whole or in part for a number of shares up to the
aggregate number of all vested Option Shares. The Options shall be
execised by completing the exercise form attached hereto as Exhibit A.
b. Upon the death or Disability of the Optionee, the Optionee
or the personal representative of the Optionee, as applicable, may
exercise the Options to the extent not previously exercised (and, in
the case of death, to the extent the Options could have been exercised
by the Optionee on the date of death) subject to the terms set forth in
this Agreement, until their termination as provided by Section 2
hereof.
c. The Options shall be exercised by written notice directed
to the Grantor. Such written notice shall be accompanied by full
payment in cash for the number of Option Shares specified in such
written notice or by such other method authorized by the Plan.
d. Subject to the terms of this Agreement or the Plan, vested
Options may be exercised at any time and without regard to any other
option to purchase stock of the Company held by the Optionee.
e. In the event the outstanding shares of Common Stock are
increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of any
other corporation by reason of any merger, sale of stock,
consolidation, liquidation, recapitalization, reclassification, stock
split up, combination of shares, stock dividend, or transaction having
similar effect, the total number of shares subject to this Option shall
be proportionately and appropriately adjusted. Any fractional shares
resulting from any of the foregoing adjustments under this section
shall be disregarded and eliminated.
4. Nontransferability. The Options are not transferable except by will
or by the laws of descent and distribution. The Options may be exercised during
the lifetime of the Optionee only by the Optionee.
5. Limitation of Rights. The Optionee shall have no rights as a
stockholder with respect to the Option Shares until the Optionee shall become
the holder of record of such Option Shares.
6. Successors. This Agreement shall be binding upon any successor of
the Grantor and Optionee, in accordance with the terms of this Agreement and the
Plan.
7. Plan. The Option is subject to all terms and provisions of the Plan,
and in the event of any discrepancy between the Plan and this Agreement, the
Plan shall control.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Grantor and the Optionee has executed this
Agreement, effective this ___ day of __________, 20__.
VoIP, Inc.
By:_______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
__________________________________
OPTIONEE -
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