MEMORANDUM TO: Dean J. Douglas FROM: Stock Plan Administration DATE: October 4, 2005 SUBJECT: Stock Option Grant
Execution Copy
MEMORANDUM
TO: | Dean J. Douglas | |
FROM: | Stock Plan Administration | |
DATE: | October 4, 2005 | |
SUBJECT: | Stock Option Grant |
Pursuant to the terms of the Amended and Restated Equity Incentive Plan (the “Plan”) of LCC International, Inc. (the “Company”), you have been granted options to purchase five hundred thousand (500,000) shares of the Company’s Class “A” Common Stock. Your options were granted by the Board of Directors on October 4, 2005 (the “Grant Date”), and the exercise price is $2.491 per share, the fair market value of the underlying Class “A” Common Stock on the Grant Date.
Your options are subject to the Plan and Stock Option Agreement Terms and Conditions (the “Option Terms and Conditions”) adopted by the Board. The Option Terms and Conditions are attached hereto and the Plan Prospectus and the Plan are available on the intranet at link.lcc.com, and the terms of both the Plan and the Option Terms and Conditions are incorporated by reference herein.
Your options vest as follows:
Percentage Vesting | 20 Day Average Closing Price Per Share | |||
First 25% | $ | 4.00 | ||
Next 25% | $ | 5.75 | ||
Next 25% | $ | 7.25 | ||
Final 25% | $ | 9.00 | ||
Your options will vest in pro rata increments based on the 20 day average closing price per share within the share price bands, provided that in no event (other than as set forth in clauses (a), (c) and (d) below) shall options held by you vest with respect to more than one third (1/3rd) of the shares of Class “A” Common Stock subject to this grant in any single calendar year. To the extent that, solely as a result of the proviso of the foregoing sentence, options with respect a number of shares do not vest in a particular calendar year, such options shall vest on January 1 of the immediately following calendar year. Price per share will be adjusted for stock splits.
Your options will terminate automatically and without notice (i) if you do not commence service with the Company as an employee within ninety (90) of the Grant Date, (ii) if your employment is terminated by the Company for Cause (as defined in your employment agreement with the Company dated the date hereof, as amended from time to time (the “Employment Agreement”)), or (iii) thirty (30) days after you no longer are serving as an employee or a director of the Company, except as follows:
(a) If your employment is terminated by reason of your death or Disability (as defined in the Plan), your options shall become 100% vested on the date of such termination and shall remain exercisable for a period of twelve (12) months following your termination date.
(b) other than in connection with a Change in Control (as defined in the Non-Incentive Stock Option Terms and Conditions) as set forth in subsections (c) and (d) below, if your employment is terminated by the Company other than for Cause or by you for Good Reason (as defined in the Employment Agreement), your options will remain exercisable with respect to the vested portion of the options as of the date of your termination for a period of eighteen (18) months.
(c) in the event of Change in Control within eighteen (18) months following the grant date, and your options have not otherwise become vested to a greater extent, your options shall become vested as to 50% of the total amount thereof.
(d) if your employment is terminated, within three (3) months prior to or within eighteen (18) months after a Change in Control, by the Company other than for Cause or by you for Good Reason, your options shall become 100% vested on the date of such termination and shall remain exercisable for a period of twenty-four (24) months following your termination date.
You have the right to accept or decline the options granted to you. Please indicate your decision by checking the ACCEPT or DECLINE box below, and sign and return this form within 30 days to “Stock Plan Administration” at the Company’s corporate headquarters in McLean. Your acceptance means that you acknowledge having reviewed, and that you agree to be bound by, the terms of the Plan, the Option Terms and Conditions and this letter.
ACCEPT X
DECLINE
In addition to the foregoing, the Company hereby requests that you consent to delivery to you of all prospectuses and other documents required to be delivered to you by the Company in connection with the Plan and any options granted to you under the Plan
(whether in the past, at present or in the future) under applicable securities laws by posting such prospectuses and other documents on the Company Intranet under Investor Relations/Option Plans. You may revoke this consent at any time by notifying the Company in writing. The Company still has the right to deliver such prospectuses or other documents to you in any other manner permitted under applicable law. Moreover, you may obtain a paper copy of such prospectuses or other documents by contacting the Company’s Human Resources Department. Please indicate your decision by checking the CONSENT or DO NOT CONSENT box below.
CONSENT X
DO NOT CONSENT
If you have any questions regarding the foregoing, please contact LCC Stock Administration representative Brady Kavulic at ###-###-####.
Director/Optionee:
Dean J. Douglas
Print Name
/s/ Dean J. Douglas | October 4, 2005 | |
Signature | Date |
Address:
108 Village SQ #407
Somers, NY 10589
LCC INTERNATIONAL, INC.
AMENDED AND RESTATED EQUITY INCENTIVE PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
October 4, 2005
Grant of Option | Subject to the terms of the Plan, the Company hereby grants to you the right and option (the “Option”) to purchase from the Company, on the terms and subject to the conditions set forth in the Plan and in this Stock Option Agreement, the number of shares of Stock set forth in the Grant Letter. This Option shall not constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The date of grant of this Option is the date set forth as the Date of Grant in the Grant Letter, and is the date on which the grant of the Option was approved by the Compensation and Stock Option Committee of the Board of Directors of the Company (the “Committee”). | |
Terms of Plan | The Option granted pursuant to this Stock Option Agreement is granted subject to the terms and conditions set forth in the Plan. All terms and conditions of the Plan are hereby incorporated into this Stock Option Agreement by reference and shall be deemed to be part of this Stock Option Agreement, without regard to whether such terms and conditions are not otherwise set forth in this Stock Option Agreement. To the extent any capitalized words used in this Stock Option Agreement are not defined, they shall have the definitions stated for them in the Plan. In the event that there is any inconsistency between the provisions of this Stock Option Agreement and of the Plan, the provisions of the Plan shall govern. | |
Vesting | Your Option grant shall vest based on the vesting schedule set forth in your Grant Letter; provided, that, you remain in Service on the relevant vesting dates. If your Service terminates for any reason other than a circumstance in which you vest pursuant to the terms of your Grant Letter, your will forfeit all Options in which you have not yet become vested. | |
Option Price | The purchase price (the “Option Price”) for each share subject to the Option is the exercise price set forth in the Grant Letter. | |
Term | The Option shall terminate and all rights to purchase the shares thereunder shall cease upon the expiration of ten years after the Grant Date, unless terminated earlier pursuant to another provision of this Stock Option Agreement. | |
Option Period | You may exercise the Option (subject to the limitations on exercise set forth in this Stock Option Agreement and in the Plan), to the extent the Option is vested and has not terminated. Any limitation on the exercise of an Option may be rescinded, modified or waived by the Committee, in its sole discretion, at any time and from time to time after the Grant Date of the Option, so as to accelerate the time at which the Option may be exercised. | |
Limitation on Exercise of Options | Notwithstanding the foregoing Sections, in no event may the Option be exercised: (i) in whole or in part, after ten years following the Grant Date, (ii) following termination of employment or other relationship for Cause (as defined in the Plan), or (iii) following termination of employment or other relationship except as provided in the Grant Letter and this Stock Option Agreement. | |
Method of Exercise | The Option may be exercised to the extent that shares have become exercisable hereunder by delivery to the Company on any business day, at its principal office addressed to the attention of the Committee, of written notice of exercise, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made: (i) in cash or by certified check payable to the order of the Company; (ii) through the tender to the Company of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) by a combination of the methods described above. Payment in full of the Option Price need not accompany the written notice of exercise provided the notice directs that the Stock certificate or certificates for the shares for which the Option is exercised be delivered to a licensed broker acceptable to the Company as the agent for the individual exercising the Option and, at the time such Stock certificate or certificates are delivered, the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of the Option. An attempt to exercise | |
any Option granted hereunder | other than as set forth above shall be invalid and of no force and effect. Promptly after the exercise of an Option and the payment in full of the Option Price of the shares of Stock covered thereby, you shall be entitled to the issuance of a Stock certificate or certificates evidencing such individual’s ownership of such shares. An individual holding or exercising the Option shall have none of the rights of a stockholder until the shares of Stock covered thereby are fully paid and issued to such individual and, except as provided in this Stock Option Agreement or the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance. | |
Transferability | During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. You may not transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or this Option may be transferred upon your death by the laws of descent and distribution. In addition, you may transfer this Option in accordance with Section 8.10 of the Plan subject to the terms and conditions contained in this Agreement (including the vesting conditions) by gift to one or more or your Family Members or to any other entity referred to in Section 8.10 in which Family Members (or you) own more than 50% of the voting interests. Except to the extent you have transferred your Option to a Family Member or an entity controlled by you or Family Members in accordance with the preceding paragraph, regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way. | |
Requirements of Law | The Company shall not be required to sell or issue any securities under the Option if the sale or issuance of such securities would constitute a violation by you, the individual exercising the Option, or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of securities hereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Option. Specifically in connection with the Securties Act of 1933, as amended (the “1933 Act”), upon the exercise of the Option, unless a registration statement under such act is in effect with respect to the securities covered by the Option, the Company shall not be required to sell or issue such securities unless the Committee has received evidence satisfactory to it that the holder of such Option may acquire such securities pursuant to an exemption from registration under such act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no | |
event be obliga | ted to, register any securities covered hereby pursuant to the 1933 Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of the Option or the issuance of securities pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption | |
Withholding Taxes | You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of your Option or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company will have the right to: (i) require that you arrange such payments to the Company, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) withhold such amounts from shares of Stock to be transferred under this Stock Option Agreement in an amount equal to the withholding or other taxes due. | |
Retention Rights | This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity. | |
Shareholder Rights | You do not have any of the rights of a shareholder with respect to the shares of Stock subject to this grant unless and until the Stock relating to the Option has been delivered to you. | |
Adjustments | In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of shares covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. | |
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. | |
Forfeiture of Rights | The Company at any time shall have the right to cause a forfeiture of your rights under this grant with respect to your unexercised options (vested and unvested) in the event you violate Section 6 of the Employment Agreement. | |
Consent to Electronic Delivery | The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the Corporate Secretary to request paper copies of these documents. | |
Change in Control | Change in Control shall be deemed to occur upon the consummation of any of the following transactions: | |
| 1. the sale of all or substantially all of the assets of the Company to another person or entity; 2. a merger, consolidation or reorganization of the Company with one or more other persons or entities where the Company is not the surviving entity unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the combined voting power of all classes of stock of the Company, immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of all class of stock of the entity resulting from such transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction; or 3. a merger, acquisition or other transaction in which the Company is the surviving corporation that results in any person or entity (other than persons who are holders of 5% or more of the stock of the Company at the time the transaction is approved by the shareholders and other than any Affiliate) acquiring beneficial ownership of more than 50% of the combined voting power of all classes of stock of the Company, excluding any change in voting control arising as a result of the conversion of Class “B” common stock of the Company to Class “A” | ||
common stock of the C | ompany or any distribution by RF Investors, L.L.C. to any of its direct or indirect owners, investors or their respective affiliates (within the meaning of Rule 405 of Regulation C under the 1933 Act). | |
The Plan | The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Stock Options. Any prior agreements, commitments or negotiations concerning this grant are superseded. The Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan. Notwithstanding the foregoing, for purposes of this Agreement, the definition of Change in Control provided in this Agreement shall control regardless of any definition of Change in Control in the Plan and Section 15 of the Plan shall not apply. |
By accepting a grant of Options, you agree to all of the terms and conditions described in the Non-Incentive Stock Option Agreement Terms and Conditions and in the Plan. You acknowledge that you have carefully reviewed the Plan and agree that, except as provided above in the last sentence under the heading entitled “The Plan,” the Plan will control in the event any provision of the Non-Incentive Stock Option Agreement Terms and Conditions should appear to be inconsistent with the terms of the Plan.
