OPTIONEE AGREEMENTS BETWEEN CO. & WILLIAM J. TODD

EX-10.31 3 w43683ex10-31.txt OPTIONEE AGREEMENTS BETWEEN CO. & WILLIAM J. TODD 1 EXHIBIT 10.31 [TCS LOGO] STOCK OPTION CERTIFICATE November 8, 2000 William J. Todd 1 Brattle Court Gaithersburg, MD 20877 Dear William: Pursuant to the terms and conditions of the TeleCommunication Systems, Inc. Amended & Restated 1997 Stock Incentive Plan (the "Plan"), you have been granted a Non-Qualified Stock Option to purchase 47,800 shares (each an "Option", collectively, the "Options") of the Class A common stock, par value $0.01 per share (the "Common Stock") of TeleCommunication Systems, Inc., (the "Company") as outlined below. This Certificate constitutes part of and is subject to the terms and provisions of the attached Stock Option Agreement (the "Agreement") which is incorporated by reference herein. Granted To: William J. Todd (the "Employee" for Incentive Stock Options, or the "Optionee" for Non-Qualified Stock Options) SSN ###-##-#### Grant Date: September 29, 2000 Options Granted: 47,800 Non-Qualified Exercise Price per Share: $18.38 Total Cost to Exercise: $878,564.00 Expiration Date: The close of business on the business day immediately preceding: September 29, 2010 Vesting Schedule: Special Vesting 13,310 on 09/29/2001 13,310 on 09/29/2002 9,560 on 09/29/2003 9,560 on 09/29/2004 2,060 on 09/29/2005 By my signature below, I hereby acknowledge receipt of this Option granted on the Grant Date shown above, which has been issued to me under the terms and conditions of the Agreement and the Plan. I understand that I must be an employee of TCS on the date I exercise vested options, unless otherwise provided in the Agreement or the Plan, and that I will forfeit all unexercised options, both vested and unvested, at the close of business on my last day of employment at TCS. I further acknowledge receipt of the Plan Prospectus and the latest annual report or other SEC filing, and agree to be bound by all of the terms and conditions of the Option, as evidenced in the Agreement, and the Plan. Signature: /s/ WILLIAM J. TODD Date: 8 NOV 2000 -------------------------------------- ------------------ William J. Todd Note: If there are any discrepancies in the name or address shown above, please make the appropriate corrections on this form. 2 EXHIBIT 10.31 [TCS LOGO] STOCK OPTION CERTIFICATE November 8, 2000 William J. Todd 1 Brattle Court Gaithersburg, MD 20877 Dear William: Pursuant to the terms and conditions of the TeleCommunication Systems, Inc. Amended & Restated 1997 Stock Incentive Plan (the "Plan"), you have been granted an Incentive Stock Option to purchase 27,200 shares (each an "Option", collectively, the "Options") of the Class A common stock, par value $0.01 per share (the "Common Stock") of TeleCommunication Systems, Inc., (the "Company") as outlined below. This Certificate constitutes part of and is subject to the terms and provisions of the attached Stock Option Agreement (the "Agreement") which is incorporated by reference herein. Granted To: William J. Todd (the "Employee" for Incentive Stock Options, or the "Optionee" for Non-Qualified Stock Options) SSN ###-##-#### Grant Date: September 29, 2000 Options Granted: 27,200 Incentive Exercise Price per Share: $18.38 Total Cost to Exercise: $499,936.00 Expiration Date: The close of business on the business day immediately preceding: September 29, 2010 Vesting Schedule: Special Vesting 5,440 on 09/29/2001 5,440 on 09/29/2002 5,440 on 09/29/2003 5,440 on 09/29/2004 5,440 on 09/29/2005 By my signature below, I hereby acknowledge receipt of this Option granted on the Grant Date shown above, which has been issued to me under the terms and conditions of the Agreement and the Plan. I understand that I must be an employee of TCS on the date I exercise vested options, unless otherwise provided in the Agreement or the Plan, and that I will forfeit all unexercised options, both vested and unvested, at the close of business on my last day of employment at TCS. I further acknowledge receipt of the Plan Prospectus and the latest annual report or other SEC filing, and agree to be bound by all of the terms and conditions of the Option, as evidenced in the Agreement, and the Plan. Signature: /s/ WILLIAM J. TODD Date: 8 NOV 2000 -------------------------------------- ------------------ William J. Todd Note: If there are any discrepancies in the name or address shown above, please make the appropriate corrections on this form.