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Exhibit 10.15
Global Telecom & Technology, Inc.
2006 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK
PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein,
the terms defined in the Global Telecom & Technology, Inc. 2006
Employee, Director and Consultant Plan (the "Plan") shall have the
same defined meanings in this Stock Option Agreement.
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I.
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NOTICE OF STOCK OPTION GRANT
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Name:
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Address:
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The undersigned
Optionee has been granted an Option to purchase shares of Common
Stock of the Company (" Shares "), subject to the terms and
conditions of the Plan and this Option Agreement, as
follows:
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Date of
Grant:
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Vesting
Commencement Date:
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Exercise Price
per Share:
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Total Number of
Shares Granted:
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Total Exercise
Price:
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Type of
Option:
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Incentive Stock Option
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Nonstatutory Stock Option
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Expiration Date: As provided in
Section 3 of this Option Agreement.
Vesting Schedule: This Option shall be vested according
to the following vesting schedule:
25% of the Shares subject to the Option shall vest on each
of the first, second, third and fourth anniversaries of the Vesting
Commencement Date, subject to Optionee’s Continuous Service
(as defined in Section 11 of the Option Agreement) on such
dates .
Exercise Schedule: To the extent vested, this Option
shall be exercisable during its term as provided in Section 3
of the Option Agreement.
- 1 -
II. AGREEMENT
1. Grant of Option .
The Plan Administrator of the Company hereby grants to the Optionee
named in the Notice of Stock Option Grant (the " Optionee
"), an option (the " Option ") to purchase the number of
Shares set forth in the Notice of Stock Option Grant, at the
exercise price per Share set forth in the Notice of Stock Option
Grant (the " Exercise Price "), and subject to the terms and
conditions of the Plan, which is incorporated herein by reference.
Subject to Section 31 of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of
Stock Option Grant as an Incentive Stock Option (" ISO "),
this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the
extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory
Stock Option (" NSO ").
2. Exercise of
Option.
(a)
Right to Exercise . This Option shall be exercisable during
its term in accordance with the Vesting Schedule set out in the
Notice of Stock Option Grant and with the applicable provisions of
the Plan and this Option Agreement.
(b)
Method of Exercise . This Option shall be exercisable by
delivery of an exercise notice in the form attached as
Exhibit A (the " Exercise Notice ") which shall
state the election to exercise the Option, the number of Shares
with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the
Company.
No Shares shall be issued pursuant
to the exercise of an Option unless such issuance and such exercise
comply with Applicable Laws. Assuming such compliance, for income
tax purposes the Shares shall be considered transferred to the
Optionee on the date on which the Option is exercised with respect
to such Shares.
The Option shall be deemed
exercised when the Company receives (i) written or electronic
notice of exercise (in accordance with this Option Agreement) from
the Optionee (or other person entitled to exercise the Option), and
(ii) full payment for the Shares with respect to which the
Option is exercised, and (iii) any other documents required by
this Option Agreement or the Exercise Notice. Full payment may
consist of any consideration and method of payment permitted by
this Option Agreement. Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until
the Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue
(or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are
issued, except as provided in Section 10(c) of the Plan.
- 2 -
Exercise of this Option in any
manner shall result in a decrease in the number of Shares
thereafter available for sale under the Option, by the number of
Shares as to which the Option is exercised.
3. Term . Optionee
may not exercise the Option before the commencement of its term or
after its term expires. During the term of the Option, Optionee may
only exercise the Option to the extent vested. The term of the
Option commences on the Date of Grant and expires upon the
earliest of the following:
(a) With
respect to the unvested portion of the Option, upon termination of
Optionee’s Continuous Service;
(b) With
respect to the vested portion of the Option, three (3) months
after the termination of Optionee’s Continuous Service for
any reason other than Optionee’s Disability, death or
termination for Cause;
(c) With
respect to the vested portion of the Option, immediately upon the
termination of Optionee’s Continuous Service for Cause;
(d) With
respect to the vested portion of the Option, one (1) year
after the termination of Optionee’s Continuous Service due to
Optionee’s Disability or death;
(e) Immediately
prior to the close of certain Corporate Transactions, subject to
Paragraph 24(b) of the Plan; or
(f) The
day before the tenth (10 th
) anniversary of the Date of Grant.
4. Method of Payment
. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof:
(a) cash
or check;
(b) subject
to the discretion of the Administrator, consideration received by
the Company under a formal cashless exercise program adopted by the
Company in connection with the Plan, if any;
(c) subject
to the discretion of the Administrator, surrender of other Shares
which, (i) in the case of Shares acquired from the Company,
either
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