[AWARD
FOR
MAY 1, 2008 DIRECTOR
GRANTS]
TERMS OF STOCK OPTION
This Agreement, including Schedule A
hereto, (collectively, the "Agreement") sets forth the terms of one
or more stock options (each an "Option" collectively, the
"Options") granted to you (the "Grantee") by SkyTerra
Communications, Inc., a Delaware corporation (the
"Company").
BACKGROUND
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A.
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Grantee is a director of the Company.
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B. In
consideration of services to be performed, the Company desires to
afford Grantee an opportunity to purchase shares of its common
stock in accordance with the SkyTerra Communications, Inc. 2006
Equity and Incentive Plan (the "Plan") as hereinafter
provided.
C. Any
capitalized terms not otherwise defined herein shall have the
meaning accorded them under the Plan.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties, hereto, intending to be
legally bound, agree as follows:
1.
Grant of Options . The Company hereby irrevocably grants to
the Grantee the right to purchase all or any part of the aggregate
number of shares of Common Stock (the "Option Shares") specified on
Schedule A attached hereto (the "Certificate"), which option(s)
shall constitute a Nonqualified Stock Option, at the grant price(s)
listed in the Certificate (the "Option Price"), during the period
and subject to the conditions hereinafter set forth.
2.
Option Period . The Options may be exercised in accordance
with the provisions of Paragraphs 3 and 4 hereof during the
applicable Option Period, which shall begin on the Grant Date
specified in the Certificate and shall end on the Option Expiration
Date specified in the Certificate. All rights to exercise the
Options shall terminate on the applicable Option Expiration Date,
unless terminated sooner in accordance with the terms
hereof.
3.
Exercise of Option . Each Option shall be exercisable in
accordance with the applicable vesting schedule and at the
applicable grant price per share specified on Certificate, provided
that any portion of any Option which is exercisable in any year,
but not exercised, may be carried forward and exercised in any
future year during the applicable Option Period, but in no event
past the applicable Option Expiration Date.
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(a)
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Except as provided in Section 3(b), upon the
termination by the Company or its Subsidiaries of the
Grantee’s service with the Company and its Subsidiaries,
other than for Cause, any portion of the Options that is not
exercisable as of the date of such termination of service shall
immediately vest, and the vested portion of the Options shall
remain exercisable for a
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period of one year from and
including the date of termination of service (and shall terminate
thereafter).
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(b)
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In the event that, following the Grant Date, the
Grantee's service with the Company and its Subsidiaries is
terminated as a result of such Grantee's not being renominated to
an additional term of the Board of Directors, any portion of the
Options that is not exercisable as of the date of such termination
of service shall become fully vested and exercisable upon the date
of such termination of service and shall remain exercisable until
the Option Expiration Date.
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(c)
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Upon the termination by the Grantee of the
Grantee’s service with the Company or its Subsidiaries, that
portion of the Options which is exercisable as of the date of such
termination of service shall remain exercisable for a period of 90
days from and including the date of termination of service (and
shall terminate thereafter). Unless the Committee in its sole
discretion determines otherwise, any portion of outstanding Options
which is not exercisable as of the date of such termination of
employment shall terminate upon the date of such termination of
service.
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(d)
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If the Grantee shall die while providing
services to the Company or its Subsidiaries, or within 30 days
after the date of termination of Grantee’s service, or if the
Grantee's service terminates by reason of Disability, that portion
of the Options which is exercisable as of the date of such
termination of service shall remain exercisable for a period of one
year from and including the date of termination of employment or
service (and shall terminate thereafter). Unless the Committee in
its sole discretion determines otherwise, any portion of the
Options which is not exercisable as of the date of such termination
of service shall terminate upon the date of such termination of
service.
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(e)
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If the Grantee's service is terminated by the
Company or its Subsidiaries for Cause, all outstanding Options,
whether or not they are exercisable as of the date of such
termination of service, shall terminate upon the date of such
termination of service.
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4.
Manner of Exercise . Exercise of the Options shall be by
written notice to Company pursuant
