INCENTIVE STOCK OPTION AGREEMENT (Long Term Incentive Plan)

Exhibit 99.5

INCENTIVE STOCK OPTION AGREEMENT

(Long Term Incentive Plan)

     This Incentive Stock Option Agreement (“Agreement”) is entered into effective as of «date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Option Plan”) and its Long-Term Incentive Plan (the “Long Term Plan”), desires to grant this stock option to Employee, and Employee desires to accept such stock option, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Grant of Option

          The Company hereby grants to Employee, as of the date set forth above, the right and option (hereinafter called “the Option”) to purchase all or any part of an aggregate of «Shares» shares of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”), at the price of «Price» per share (the “Option Price”), on the terms and conditions set forth herein, which price was equal to or greater than the fair market value of a Common Share on the date of grant. The Option Price is subject to adjustment as provided in this Agreement, the Option Plan and the Long Term Plan. This Option is intended to be an incentive stock option (an “ISO”) within the meaning of the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”).

          Employee understands that to the extent that the aggregate fair market value (determined at the time the Option was granted) of the Common Shares with respect to which all options (that are ISOs within the meaning of the Code) are exercisable for the first time by Employee during any calendar year exceeds $100,000, in accordance with Section 422(d) of the Code, such options shall be treated as options that do not qualify as ISOs.

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2. Duration and Exercisability

          (a) Subject to the terms and conditions set forth herein, this Option shall vest in cumulative installments as follows:

Notwithstanding the foregoing vesting schedule, no portion of the Option shall be exercisable unless and until the Company achieves its long term goal (the “Long Term Goal”), as provided in Section 2(f) hereof.

     (b) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board of Directors (or the Compensation Committee), in its/their sole discretion, specifically waive(s) applicability of this provision.

     (c) Notwithstanding anything to the contrary contained herein, the Option will terminate and be lost forever as of ten (10) years after the date of grant.

     (d) It is intended that this Option will qualify as an ISO pursuant to the Code. The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the Option. Additionally, the Company assumes no responsibility in the event that this Option, or the tax treatment related thereto, is ultimately other than the tax treatment currently afforded for ISOs, whether such differing treatment is the result of changes in the tax laws, a disqualifying disposition by Employee, or for any other reason. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is necessary or appropriate to collect federal, state or local taxes in connection with the exercise

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of any portion of this Option, the Company shall be entitled to require the payment of such amounts as a condition to exercise.

     (e) In considering the exercise of this Option, Employee should use the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guaranties are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of exercise of the Option, on file with the United States Securities and Exchange Commission relating to the Option Plan. ***

3. Effect of Termination of Employment; Death or Disability; Demotion

     (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall have the right to exercise the Option at any time within one (1) month after such termination of employment, to the extent of the full number of Common Shares Employee was entitled to exercise under the Option on the date of termination, subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable (whether vested or unvested) after the expiration of the term of the Option. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, *** , the Option shall be terminated and cannot be exercised, as of the date of the misconduct or violation. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (c) If Employee shall die while in the employ of Company or a subsidiary, or within one (1) month after termination of employment for any reason other than serious misconduct, or if employment is terminated because Employee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, and Employee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12)

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months after Employee’s death or date of termination of employment for disability by Employee, personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares the Employee was entitled to purchase under the Option on the date of death, termination of employment, if earlier, or date of termination for such disability and subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable after the expiration of the term of the Option.

     (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., senior executive, vice president, director, manager, or other level held by Employee on the date of this Agreement), this Option shall continue in force, until otherwise terminated, with respect to the portion of the Option in which Employee is vested on the date of demotion, and any portion of the Option not vested on or prior to the date of demotion shall forever terminate as of the date of demotion.

4. Manner of Exercise

     (a) The Option can be exercised only by Employee or other proper party, in whole Common Shares, by delivering within the Option period written notice in person or by certified mail to the Company at its principal office in the form to be provided by the Company at the time Employee desires to exercise. All notices to the Company shall be addressed to it at its office at 5701 South Santa Fe Drive, Littleton, Colorado, 80120, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to exercise of this Option), and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this Option shall be addressed to t