Exhibit 10.5
Atlantic Tele-Network, Inc.
Form of
Notice of Grant of Nonqualified Stock
Option
and Option Agreement
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Administrator
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Participant
Name:
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10
Derby Square
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ID:
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Salem, MA 01970
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(978)
619-1300
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Atlantic
Tele-Network, Inc., a Delaware corporation (the
“Company”), hereby grants to the Participant named
above (“you”) a nonqualified stock option (the
“Option”) to purchase the number of shares of Common
Stock, par value $0.01 per share (the “Stock”) of the
Company set forth below on the terms of this Notice of Grant of
Nonqualified Stock Option and Option Agreement (this
“Agreement”), subject to your acceptance of this
Agreement and the provisions of the Atlantic
Tele-Network, Inc. 2008 Equity Incentive Plan, as amended from
time to time (the “Plan”).
Date of grant:
Number of
shares:
Exercise Price per
share:
Vesting: The
Option will vest and become exercisable on the following
schedule:
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on or after
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20 , as to
shares,
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on or after
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20 , as to
additional shares,
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on or after
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20 , as to
additional shares, and
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on or after
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20 , as to
additional shares.
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Expiration:
The Option will expire on, and may not be exercised for any shares
after,
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20 (the “Expiration Date”).
By your signature
below, you agree with the Company to the terms of this
Agreement.
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Atlantic
Tele-Network, Inc.
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By:
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Name:
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Title:
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Date
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Participant
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Date
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1
Terms of Stock
Options
1. Plan Incorporated
by Reference . The provisions of the Plan are incorporated into
and made a part of this Agreement by this reference. Capitalized
terms used and not otherwise defined in this Agreement have the
meanings given to them in the Plan. The Committee administers the
Plan, and its determinations regarding the interpretation and
operation of the Plan and this Agreement are final and binding. The
Board may in its sole discretion at any time terminate or from time
to time modify and amend the Plan as provided therein. You may
obtain a copy of the Plan without charge upon request to the
Company’s Corporate Secretary.
2. Number of Shares;
Exercise Price . The number of shares of Stock subject to the
Option and the Exercise Price to be paid for each share upon
exercise of the Option, both of which are subject to adjustment as
provided in the Plan, are stated on the first page of this
Agreement.
3. Exercisability of
Option . The Option will vest and may be exercised from time to
time, while you are employed by the Company or one of its
Affiliates, for the respective numbers of shares and at the times
stated in the vesting schedule on the first page of this
Agreement, subject to the other terms hereof. You shall not earn
any rights under the Option except in conformity with such schedule
and until all other conditions that are required to be met in order
to exercise the Option have been satisfied.
4. Termination of
Employment; Non-Competition and Non-Solicitation; Forfeiture
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4.1
Upon termination of your employment with the Company and its
Affiliates for any reason, any portion of the Option that is
unvested as of the termination date will be canceled for no value.
If your termination is:
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for any reason other than death or disability, any portion of the
Option that is then vested may be exercised only during the 90
calendar days following the termination date;
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due to your death or disability (as determined by the Committee),
any portion of the Option that is then vested may be exercised only
during the one calendar year following the termination date;
In any event, the
Option will expire without value on, and may not be exercised as to
any shares after, the Expiration Date. Authorized leave of absence
or absence on military or government service shall not constitute
termination of your employment for this purpose so long as either
(a) such absence is for a period of no more than 90 calendar
days or (b) your right to re-employment after such absence is
guaranteed either by statute or by contract.
4.2
While employed or engaged by the Company or one of its Affiliates
and for a period of one year after the termination or cessation of
such employment or engagement for any reason, you will not, without
the Company’s prior written consent, directly or indirectly:
(i) engage in any business or enterprise (whether as owner,
partner, officer, director, employee, consultant, investor, lender
or otherwise, except as the holder of not more than 1% of the
outstanding stock of a publicly-held company) that is competitive
with the Company’s or the Affiliate’s business,
including but not limited to any business or enterprise that
develops, manufactures, markets, licenses, sells or provides any
product or service that competes with any product or service
developed, manufactured, marketed, licensed, sold or provided, or
planned to be developed, manufactured, marketed, licensed, sold or
provided, by the Company while you are employed or engaged by the
Company or the Affiliate, in the geographic area in which the
Company or the Affiliate operates; (ii) either alone or in
association with others, sell or attempt to sell to any person or
entity that was, or to whom the Company had made or received a
proposal to become, a customer or client of the Company at any time
during the term of my employment or engagement with the
