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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR

Option Agreement

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR | Document Parties: GLOBALSTAR, INC. You are currently viewing:
This Option Agreement involves

GLOBALSTAR, INC.

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Title: NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR
Governing Law: California     Date: 9/29/2009
Industry: Communications Services     Sector: Services

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR, Parties: globalstar  inc.
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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.

 

3.           GRANT AND VESTING.

 

(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


 
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