Exhibit 10.1
GLOBALSTAR, INC.
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT FOR
PETER J. DALTON
AMENDED AND RESTATED 2006
GLOBALSTAR, INC.
EQUITY INCENTIVE
PLAN
(CONTAINS ADDITIONAL
PERFORMANCE-BASED
BONUS COMPENSATION
PROVISIONS)
THIS AWARD AGREEMENT (“ Agreement ”), is entered
into as of September 23, 2009 (the “ Grant Date
”), by and between GLOBALSTAR, INC. , a Delaware
corporation (the “ Company ”), and PETER J.
DALTON (“ Executive ”).
1.
GRANT. In accordance with Resolutions adopted of
even date by its Board of Directors (the “ Board
”), the Company hereby grants to Executive effective on the
Grant Date, subject to and in accordance with the terms and
conditions of this Agreement and the Amended and Restated 2006
Globalstar, Inc. Equity Incentive Plan (as amended or restated from
time to time, the “ Plan ”), a total of Three
Million (3,000,000) non-qualified stock options (“
Options ”), each Option to purchase one share of the
Company’s Common Stock, par value $0.0001 per share (a
“ Share ”), at the exercise price (“
Exercise Price ”) of $0.83 per share, which is the
NASDAQ closing bid price for a Share on the Grant Date.
2.
CONSIDERATION; DEFINITIONS. The Awards made by
or pursuant to this Agreement are in partial consideration of
service by Executive as the Company’s Chief Executive Officer
and as a member of its Board of Directors (“ Service
”). Capitalized terms used but not defined in this
Agreement have the meanings given to such terms in the
Plan.
(a) One
Million Five Hundred Thousand (1,500,000) of the Options are vested
on the Grant Date. One Million Five Hundred Thousand
(1,500,000) of the Options shall vest according to the Condition of
Vesting explained in Section 3(b). The date on which
such vesting occurs may be referred to below as the “
Vesting Date .”
(b) The
” Condition of Vesting ” is that the
Company’s common stock, par value $.001, which currently
trades on the NASDAQ exchange, shall have traded publically, for
not less than twenty (20) consecutive trading days at or above a
minimum price of not less than Three Dollars ($3.00) per share,
subject to any adjustment for any stock split or reverse stock
split of the Company’s common stock. The Condition
of Vesting shall not occur and all unexercised or unvested Options
shall automatically be forfeited if any of the following events
occurs: (i) Executive voluntarily resigns from
Service as a Section 16 reporting officer of the Company or as a
member of the Board; (ii) Executive, at the expiration of the
Executive’s current term as a member of the Board declines
nomination for an additional term as a member of the Board (or,
having been nominated but not yet elected for an additional term,
Executive voluntarily informs the Board that the Executive will not
serve for an additional term if elected); (iii) at any time,
regardless of whether Executive has been nominated for an
additional term, because an event of Cause, is requested to resign,
in accordance with the vote of a majority of Board members other
than Executive; or (iv) Executive, for any other reason, with or
without fault, and regardless of Cause, fails to continue in
Service as an officer of the Company and as a member of its Board
until the Condition of Vesting has been achieved.
4.
CAUSE. For purposes of this Agreement, “
Cause ” means (i) any act of fraud, theft, or
misappropriation of property relating to the Company; (ii) any
material neglect or misconduct by Executive in discharging the
ordinary and necessary duties of Service; (iii) any conviction, or
plea of guilty or no contest, by Executive for any felony or any
other crime related to Executive’s Service and involving
moral turpitude; or (iv) any action or failure to act by Executive
which results in a penalty or sanction being levied against
Executive or the Company by the Securities and Exchange Commission
or the Federal Communications Commission. The decision
of the Board on the question of whether Cause exists shall be final
and conclusive.
5.
COMPLIANCE WITH RULE 16B-3. The Options subject
to this Agreement have been approved by the Board of Directors in
compliance with Rule 16b-3(d) promulgated under the Securities
Exchange Act of 1934.
6.
EXPIRATION OF OPTIONS. Subject to applicable law
and the Company’s then-effective insider trading policy,
Options that have vested may be exercised at any time, and from
time to time, in the manner provided in this Agreement, until five
o’clock p.m., Pacific Daylight Time, on the tenth (10
th ) anniversary date of this Agreement (the
“ Expiration Time ”). If the
Condition of Vesting has not occurred on or before the Expiration
Time, all Options then unvested under this Agreement shall
automatically lapse and be of no further force or
effect.
7.
EXERCISE. Only Options that are granted and
vested may be exercised. In order to exercise any
Option, Executive must deliver to the Company a written notice at
any time until the Expiration Time indicating the number of Options
being exercised, accompanied by full payment of the Exercise Price
applicable to the exercise. Executive may exercise
Options as often as a notice is given and payment is tendered in
accordance with this Agreement, except that each exercise must be
in the minimum amount of at least 1,000 Options, or if less than
1,000 Options, or if less than 1,000 Options remain unexercised any
exercise must be for not less than all remaining unexercised
Options. Executive may pay the Exercise Price in cash,
by transferring to the Company Shares owned by Executive for at
least 6 months prior to the exercise with a Fair Market Value on
the date of exercise equal to or in excess of the Exercise Price,
by delivery of an irrevocable instruction to a broker approved by
the Company of properly executed instructions, providing for the
assignment to the Company