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NON-QUALIFIED STOCK OPTION AGREEMENT 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Executive Compensation Plan Agreement

NON-QUALIFIED STOCK OPTION AGREEMENT 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN | Document Parties: CLST HOLDINGS, INC. You are currently viewing:
This Executive Compensation Plan Agreement involves

CLST HOLDINGS, INC.

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Title: NON-QUALIFIED STOCK OPTION AGREEMENT 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Governing Law: Texas     Date: 3/2/2009
Industry: Communications Equipment     Sector: Technology

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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


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