1
EXHIBIT 10.8
LET'S TALK CELLULAR & WIRELESS, INC.
STOCK OPTION AGREEMENT
FOR
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
AGREEMENT
1. Grant of Option. Let's Talk Cellular & Wireless, Inc. (the "Company")
hereby grants, as of June 27, 1997, to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Optionee") an
option (the "Option") to purchase up to 27,721 shares of the Company's Common
Stock, $.001 par value per share (the "Shares"), at an exercise price per share
equal to $65.92. The Option shall be subject to the terms and conditions set
forth herein.
2. Exercise Schedule. Except as otherwise provided in Section 5 of this
Agreement, the Option shall be exercisable in whole or in part on the date
hereof. The Option shall terminate on, and in no event shall the Option be
exercisable after June 27, 2007.
3. Method of Exercise. This Option shall be exercisable in whole or in
part in accordance with the exercise schedule set forth in Section 2 hereof by
written notice which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised, and such
other representations and agreements as to the holder's investment intent with
respect to such Shares as may be reasonably required by the Company for
compliance with applicable state and federal securities laws and regulations.
Such written notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the exercise price. This Option
shall be deemed to be exercised after both (a) receipt by the Company of such
written notice accompanied by the exercise price and (b) arrangements that are
satisfactory to the Board in its sole discretion have been made for Optionee's
payment to the Company of the amount that is necessary to be withheld in
accordance with applicable Federal or state withholding requirements. No
Shares will be issued pursuant to the Option unless and until such issuance and
such exercise shall comply with all relevant provisions of applicable law,
including the requirements of any stock exchange upon which the Shares then may
be traded.
4. Method of Payment. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee: (a)
cash; (b) check; or (c) such other consideration or in such other manner as may
be determined by the Board, which other method, in the discretion of the Board
may include, without limitation, payment of the exercise price in whole or in
part (i) with Shares, (ii) by a promissory note payable to the order of the
Company in a form acceptable to the Board, or (iii) by the Company retaining
from the Shares to be delivered upon exercise of the Option that number of
Shares having a Fair Market Value on the date of exercise equal to the option
price for the number of Shares with respect to which the Optionee exercises the
Option or by any other form of cashless exercise procedure approved by the
Board.
1
2
5. Termination of Option. Any unexercised portion of the Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of:
(a) unless the Board otherwise determines in writing in its sole
discretion, three months after the date on which the Optionee's employment with
the Company is terminated for any reason other than by reason of (A) Cause,
which, solely for purposes of this Agreement, shall mean the termination of the
Optionee's employment by reason of the Optionee's willful misconduct or gross
negligence, (B) a mental or physical disability (within the meaning of Section
22(e) of the Internal Revenue Code) of the Optionee as determined by a medical
doctor satisfactory to the Board, or (C) death;
(b) immediately upon the termination of the Optionee's employment with
the Company for Cause;
(c) twelve months after the date on which the Optionee's employment
with the Company is terminated by reason of a mental or physical disability
(within the meaning of Section 22(e) of the Internal Revenue Code) as
determined by a medical doctor satisfactory to the Board;
(d) twelve months after the date of termination of the Optionee's
employment with the Company by reason of the death of the Optionee (or six
months after the date on which the Optionee shall die if such death shall occur
during the one year period specified in paragraph (c) of this Section 5).
6. Transferability. The Option is not transferable otherwise than by will
or the laws of descent and distribution, and during the lifetime of the
Optionee the Option shall be exercisable only by the Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
7. No Rights of Stockholders. Neither the Optionee nor any personal
representative (or beneficiary) shall be, or shall have any of the rights and
privileges of, a stockholder of the Company with respect to any shares of
Common Stock purchasable or issuable upon the exercise of the Option, in whole
or in part, prior to the date of exercise of the Option.
8. No Right to Continued Employment. Neither the Option nor this
Agreement shall confer upon the Optionee any right to continued employment or
service with the Company.
9. Law Governing. This Agreement shall be governed in accordance with and
governed by the internal laws of the State of Florida.
10. Interpretation. The Optionee accepts the Option subject to all the
terms and provisions of this Agreement. The undersigned Optionee hereby
accepts as binding, conclusive and final all decisions or interpretations of
the Board upon any questions arising under this Agreement.
11. Notices. Any notice under this Agreement shall be in writing and shall
be deemed to have been duly given when delivered personally or when deposited
in the United States mail, registered, postage prepaid, and addressed, in the
case of the Company, to the Company's
2
3
Secretary at ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or if the Company
should move its principal office, to such principal office, and, in the case of
the Optionee, to the Optionee's last permanent address as shown on the
Company's records, subject to the right of either party to designate some other
address at any time hereafter in a notice satisfying the requirements of this
Section.
3
4
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
27 day of June, 1997.
COMPANY:
LET'S TALK CELLULAR & WIRELESS, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
Optionee has reviewed this Option in its entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Option, and fully
understands all provisions of the Option.
OPTIONEE:
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
4
