Exhibit 10.2
NON-QUALIFIED STOCK OPTION
AGREEMENT
1993 AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN
This Stock Option Agreement (this
“Agreement”) is entered into by and between CellStar
Corporation, a Delaware corporation (the “Company”),
and
(the “Optionee”), an employee of the Company. The
Company and the Optionee agree as follows:
1.
Grant of Option
. Pursuant to the CellStar
Corporation 1993 Amended and Restated Long-Term Incentive Plan (the
“Plan”) and a duly adopted resolution of the Committee,
the Company grants to the Optionee an option (the “Stock
Option”) to purchase from the Company a total of
shares (the “Optioned Shares”) of Common Stock of
the Company at
$
per share (being the Fair Market Value per share of Common
Stock on the Date of Grant), in the amounts, during the periods,
and upon the terms and conditions set forth in this Agreement and
in the Plan. The Date of Grant of this Stock Option is
. This Stock Option is not intended to qualify as an
“incentive stock option” within the meaning of
Section 422 of the Code.
2.
Interpretation
. This Stock Option and its
exercise are subject to the terms and conditions of the Plan, which
terms and conditions are incorporated herein by reference; however,
unless specifically permitted by the Committee, the terms of the
Plan shall not be considered an enlargement of any benefits under
this Agreement. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the
Plan. This Stock Option is subject to any
rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Optionee in writing.
3.
Vesting; Time of
Exercise . Except
as specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, this Stock
Option may be exercised, in whole or in part, in accordance with
the following schedule:
|
Percentage
Exercisable
|
|
Period
|
|
|
|
|
|
|
|
0
|
%
|
Immediately
|
|
|
|
|
|
|
|
25
|
%
|
On and after the first anniversary of the Date
of Grant;
|
|
|
|
|
|
|
|
50
|
%
|
On and after the second anniversary of the Date
of Grant;
|
|
|
|
|
|
|
|
75
|
%
|
On and after the third anniversary of the Date
of Grant; and
|
|
|
|
|
|
|
|
100
|
%
|
On and after the fourth anniversary of the Date
of Grant.
|
|
Notwithstanding anything to
the contrary set forth herein, this Stock Option may be exercised,
in whole or in part, immediately upon the closing of an initial
public offering of the stock of the Company’s Greater China
Operations on the Hong Kong Stock Exchange which yields to the
Company US$50 million or more in cash or cash
equivalents.
1
Further notwithstanding
anything to the contrary set forth herein, this Stock Option may be
exercised, in whole or in part, immediately upon the occurrence
of (a) if a non-employee director is not nominated and
re-elected to the Board of Directors; or (b) for an employee,
if such employee’s employment is terminated Without
Cause. “Without Cause” shall mean termination of
the employee’s employment by the Company other than a
termination for Cause. “Cause” shall mean
(i) gross incompetence, (ii) willful misconduct that
causes or is likely to cause economic harm to the Company, as
determined by the Board of Directors of the Company in good faith,
(iii) failure to follow directions of the CEO or the Board of
Directors, (iv) conviction of, or entry of a pleading of
guilty or nolo contender to, any crime involving moral turpitude or
entry of an order duly issued by any federal or state regulatory
agency having jurisdiction in the matter permanently prohibiting
the Employee from participating in the conduct of the affairs of
the Company, or (v) any other material breach of any provision
of such employee’s employment agreement, if
any.
The unexercised portion of this
Stock Option from one annual period may be carried over to a
subsequent annual period or periods, and the right of the Optionee
to exercise the Stock Option as to such unexercised portion shall
continue for the entire term. In no event may the Stock
Option be exercised in whole or in part, however, after the
expiration of the term set forth in Section 4
below.
4.
Term; Rights in Event of
Termination of Employment . This Stock Option, and all unexercised
Optioned Shares granted to the Optionee hereunder, will terminate
and be forfeited at the first of the following to occur:
(a)
5 p.m. on
;
(b)
5 p.m. on the date which is
twelve (12) months following the Optionee’s termination of
employment due to death or Total and Permanent
Disability;
(c)
5 p.m. on the date which is
three (3) months following the Optionee’s termination of
employment due to Retirement; or
(d)
5 p.m. on the 30th day after the day of any other termination
of employment.
In the event of the Optionee’s
termination of employment under subsections (b),(c) or
(d) above, the Stock Option will be exercisable, for the
periods indicated, only to the extent that it has vested (pursuant
to Section 3 above) as of the date of termination of
employment.
5.
Who May Exercise
. Subject to the terms and
conditions set forth in Sections 3 and 4 above and the following
sentence, during the lifetime of the Optionee, this Stock Option
may be exercised only by the Optionee. If the
Optionee’s employment terminates as a result of death or
Total and Permanent Disability prior to the termination date
specified in Section 4(a) hereof, the following persons
may exercise this Stock Option (to the extent it is exercisable on
the date of termination of employment) on behalf of the Optionee at
any time prior to the earlier of the dates specified in Sections
4(a) or (b) hereof: (i) if the
Optionee’s employment is terminated due to Total and
Permanent Disability, the legal representative of the Optionee; or
(ii) if the Optionee dies, the personal representative of his
estate, or the person who acquires the right to exercise this
Stock
2
Option by bequest or inheritance or by reason of
the death of the Optionee; provided that this Stock Option shall
remain subject to the other terms of this Agreement, the Plan, and
applicable laws, rules, and regulations.
6.
Restrictions . This Stock Option may be exercised only
with respect to full shares, and no fractional share of stock shall
be issued.
7.
Manner of Exercise . Subject to such administrative
regulations as the Board or the Committee may from time to time
adopt, this Stock Option may be exercised by the delivery to the
Company of (i) written notice setting forth the number of
shares of Common Stock with respect to which the Stock Option is to
be exercised and the date of exercise thereof (the “Exercise
Date”), which shall be at least three (3) days after
giving such notice, unless an earlier time shall have been mutually
agreed upon; and (ii) consideration with a value equal to the
total Option Exercise Price for the
