INCENTIVE STOCK OPTION AWARD AGREEMENT
RigNet, Inc. Omnibus Incentive Plan
This INCENTIVE STOCK OPTION AWARD AGREEMENT (this Agreement) is made by and between RigNet, Inc. a Delaware corporation (the Company), and the Holder effective as of the Grant Date pursuant to the RigNet, Inc. Omnibus Incentive Plan (the Plan), a copy of which previously has been made available to the Holder and the terms and provisions of which are incorporated by reference herein. The Company hereby grants to the Holder an option to purchase the number of shares of Stock of the Company as specified herein (the Option):
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| || ||Holder: || ||_###PARTICIPANT_NAME###_|
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| || ||Grant Date: || ||_###GRANT_DATE###_______|
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| || ||Expiration Date: || ||_###EXPIRY_DATE###_______|
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| || ||Number of Option Shares: || ||_###TOTAL_AWARDS###____|
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| || ||Option Price per Share: || ||_###GRANT_PRICE###______|
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| || ||Vesting Schedule || ||The Option that is granted hereby shall vest and become exercisable in accordance with the following schedule, provided that the Holders employment with the Company and its Affiliates has not terminated prior to the applicable vesting date:|
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| || || || ||###VEST_SCHEDULE_TABLE###|
|1. || |
Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:
| ||a. || |
Cause is defined as any of the following: (i) the Holders plea of guilty or nolo contendere, or conviction of a felony or a misdemeanor involving moral turpitude; (ii) any act by the Holder of fraud or dishonesty with respect to any aspect of the Companys business including, but not limited to, falsification of Company records; (iii) the Holders failure to perform his duties (other than by reason of Disability); (iv) the Holders engagement in misconduct that is materially injurious to the Company (monetarily or otherwise); (v) the Holders breach of any confidentiality, noncompetition or non-solicitation obligations to the Company, including but not limited to engagement in Detrimental Activity; (vi) the Holders commencement of employment with an unrelated employer; (vii) material violation by the Holder of any of the Companys written policies, including but not limited to any harassment and/or non-discrimination policies; or (viii) the Holders gross negligence in the performance of his or her duties.
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Confidential Information means material of a secret or confidential nature relating to the business, products, or services of the Company or any Affiliate acquired by the Holder during employment with the Company or any Affiliate. Confidential Information excludes any information readily available to members of the general public.
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| ||c. || |
Detrimental Activity shall include, unless otherwise modified by the Company in connection with a Change in Control: (i) rendering services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Affiliate; (ii) disclosing to anyone outside the Company or any Affiliate, other than the Companys or any Affiliates business, without prior written authorization from the Company or any Affiliate, any Confidential Information; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Affiliate to leave his or her employment, whether done on the Holders own account or on account of any person, organization, or business which is or becomes competitive with the Company or any Affiliate; or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Affiliate.
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Good Reason means the occurrence of any of the following without the Holders prior written consent: (i) a material adverse change in the Holders position, authority, duties or responsibilities, excluding a change in reporting relationships; (ii) a material reduction in the Holders base salary; (iii) a material diminution of the Holders employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans); or (iv) the relocation of the Holders principal place of employment by more than 50 miles from such location as of the Grant Date. Notwithstanding the foregoing, a Good Reason shall not exist unless the Holder notifies the Company of the existence of the condition described in this Section 1(c) within ninety (90) days of the initial existence of the condition and the Company does not remedy the condition within thirty (30) days following receipt of such notice.
Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
|2. || |
Grant of Option. The Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code (the Code), although the Company makes no representation or guarantee that the Option will qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined on the Grant Date) of the shares of Stock with respect to which Incentive Stock Options are exercisable for the first time by the Holder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Option or portions thereof which exceeds such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options. The Option shall expire on the Expiration Date.
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Forfeiture. If the Holder ceases to be employed by the Company or an Affiliate for any reason before the applicable vesting date, other than in accordance with subsections (b) and (c) below, the unvested portion of the Option shall be forfeited to the Company on the date the Holder ceases to be employed by the Company or an Affiliate. If the Holder breaches, before the applicable vesting date, any non-competition, confidentiality, restrictive covenant or other similar agreement with the Company to which the Holder is subject, the unvested portion of the Option shall be forfeited to the Company on the date the Holder breaches such agreement or covenant. The Holder may exercise the vested portion of the Option, but only within such period of time ending on the earlier of: (i) the date three (3) months following the termination of the Holders employment with the Company, or (ii) the Expiration Date.
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If someone other than the Holder exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.
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Payment of Option Price. The Option Price for the shares of Stock to be acquired on exercise of the Option shall be payable in full at the time of exercise in accordance with the provisions of the Plan, as amended from time to time, plus an amount sufficient to satisfy any tax withholding obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan pertaining to the methods of exercise.
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Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Stock registered in the name of the Holder, the Holders authorized assignee, or the Holders legal representative which shall be evidenced by stock certificates representing the shares with the appropriate legends affixed thereto, appropriate entry on the books of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the Company, and such shares shall be transferable by the Holder (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law).
|6. || |
Qualification as an Incentive Stock Option. It is understood that this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Holder understands that in order to obtain the benefits of an Incentive Stock Option, no sale or other disposition may be made of shares for which Incentive Stock Option treatment is desired within one (1) year following the date of exercise of the Option or within two (2) years from the Grant Date. The Holder understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Holder incurs in the event that the Internal Revenue Service for any reason determines that this Option does not qualify as an Incentive Stock Option within the meaning of the Code.
|7. || |
Disqualifying Disposition. If the Holder disposes of the shares of Stock prior to the expiration of either two (2) years from the Grant Date or one (1) year from the date the shares are transferred to the Holder pursuant to the exercise of the Option (a Disqualifying Disposition), the Holder shall notify the Company in writing within ten (10) days after such disposition of the date and terms of such disposition. The Holder also agrees to provide the Company with any information concerning any such dispositions as the Company requires for tax purposes.
|8. || |
Transferability. No portion of the Option may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and all Incentive Stock Options granted to an Employee herein shall be exercisable during his or her lifetime only by such Employee.
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IN WITNESS WHEREOF, the Holder and the Company agree and acknowledge that this Option is granted under and governed by the terms and conditions of the Plan and this Agreement.
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|Holder || || || ||RigNet, Inc.|
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|By: || || |
| || || ||By: || || |
/s/ Steven E. Pickett
|Name: || ||[NAME] || || || ||Name: || ||Steven E. Pickett|
| || || || || || ||Title: || ||CEO & President|
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