TeleCommunication Systems, Inc. Stock Option Certificate for Weldon H. Latham (August 9, 2005)

Summary

TeleCommunication Systems, Inc. granted Weldon H. Latham the option to purchase 3,704 shares of its Class A common stock at no cost, under its Fourth Amended and Restated 1997 Stock Incentive Plan. The options vest in two equal installments on February 9, 2006, and August 9, 2006. Latham must be employed by the company at the time of exercising vested options, or he will forfeit any unexercised options. The agreement is subject to the terms of the Stock Option Agreement and the Plan.

EX-10.39 10 w17657exv10w39.htm EX-10.39 exv10w39

Exhibit 10.39

STOCK OPTION CERTIFICATE

8/9/2005

Weldon H. Latham
1500 K Street, NW, Suite 450

Washington, DC 20005-1272 USA

Dear Weldon H. Latham:

Pursuant to the terms and conditions of the TeleCommunication Systems, Inc. Fourth Amended and Restated 1997Restricted Stock Option to purchase 3,704 shares (each an “Option”, collectively, the “Options”) of the Class A common Stock, par value $0.01 per share (the Stock Incentive Plan (the “Plan”), you have been granted a/an “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 herein by reference.


Granted To:		Weldon H. Latham
		(the ‘Employee’ for Incentive Stock Options, or the ‘Optionee’ for Non-Qualified Stock Options)
Grant Date:		August 9, 2005

Granted:		3,704
Grant Price:		$0.0000

		The close of business on the business day immediately preceding:

Vesting Schedule:		Board Restricted Stock

		1,852 on 02/09/2006
		1,852 on 08/09/2006

By my signature below, I hereby acknowledge receipt of this Option granted on the 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 with 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.


o Signature:		/s/ Weldon H. Latham

		oWeldon H. Latham

Note: If there are any discrepancies in the name or address shown above, please make the appropriate corrections on this form.