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EXHIBIT 10.1
EXECUTIVE STOCK OPTION AGREEMENT PURSUANT TO THE 2004 LONG-
TERM INCENTIVE PLAN OF BRIGHTPOINT, INC.
AGREEMENT made as of this ___ of _________, _________ (the
"Grant Date") between Brightpoint, Inc., an
Indiana corporation ("Brightpoint"),
having its principal place of business in
Plainfield, Indiana, and
______________ ("Grantee"),
WHEREAS, the Grantee is an employee of Brightpoint or one of
its Subsidiaries (collectively, the
"Company") and is in a position to
contribute significantly to the Company's
long-term growth and strategic goals;
WHEREAS, in connection with the Company's Executive Equity
Program (the "Program"), which was
developed by the Committee in connection with
its administration of the Company's 2004
Long-Term Incentive Plan of the Company
(the "Plan"), the Company desires to grant
to the Grantee options (the
"Options") under the Plan to purchase its
common shares, par value $.01 per
share (the "Shares"), under, for the
purposes of and pursuant to the terms of
the Plan;
WHEREAS, the Company and the Grantee understand and agree that
unless otherwise defined herein any terms
used in this Agreement have the same
meanings as in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good
and valuable consideration, the parties
hereto agree as follows:
1. Grant of Option. The Company hereby grants to the Grantee
Options to purchase all or any part of an
aggregate of _________________ Shares
on the terms and conditions and subject to
all the limitations set forth herein
and in the Plan, which is incorporated
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herein by reference. The Options granted
hereby are Non-Qualified Stock Options
under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price of the Shares covered by
the Options shall be __________ per
Share.
3. Exercise of Options. Subject to potential forfeiture and
reduction as set forth in Paragraph 5
hereof, the Options granted hereby shall
become exercisable as follows: one-third
(1/3) of the Shares on the first
anniversary of the Grant Date; one-third
(1/3) of the Shares on the second
anniversary of the Grant Date; and
one-third (1/3) of the Shares on the third
anniversary of the Grant Date, provided
that such schedule shall be accelerated
pursuant to the terms of any employment
agreement between the Company and the
Grantee.
4. Term of Option. The Option shall expire on [Five years from
the date of Grant], unless earlier
terminated as provided herein or in the Plan.
Except as provided in the following provisions of this
section, in any employment agreement
between the Company and the Grantee that is
consistent with the provisions of the Plan,
in the event that the Grantee's
employment is terminated by reason of the
Grantee's death, Disability, or Normal
Retirement, the Options, to the extent
exercisable at the time of Termination of
Service, may be exercised at any time
within (a) a period of one (1) year after
the date of Termination of Service, or (b)
the expiration of the stated term of
the Options, whichever is shorter;
provided, however, that if the Grantee's
employment is terminated by reason of
Disability or Normal Retirement and the
Grantee dies within such specified period,
then the Options, to the extent
exercisable at the time of death, may be
exercised for a period of one year from
the date of death or the expiration of the
stated term of the Option, whichever
is shorter.
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In the event that the Grantee's employment is terminated other
than by reason of death, Disability or
Normal Retirement, the Options shall
thereupon automatically terminate, except
that (i) if the termination occurs as
a result of the Grantee's voluntary
resignation, the Options, to the extent
exercisable at the time of termination,
shall be exercisable for a period of
thirty (30) days from termination or the
expiration of the stated term of the
Options, whichever is shorter, and (ii) if
the Grantee's employment is
involuntarily terminated without Cause (as
defined in the Grantee's employment
agreement, if any), the Options may be
exercised, to the extent exercisable on
the date of termination, for a period of
six months or until the expiration of
the stated term of the Options, whichever
is shorter.
5. Forfeiture. Notwithstanding anything else contained herein
or in the Grantee's employment agreement to
the contrary, the Options shall be
subject to forfeiture in accordance with
the following terms. A determination
will be made by the Committee, in its sole
and absolute discretion, prior to the
first anniversary of the Grant Date as to
whether any or all of the target
performance goals (the "Performance Goals")
(as defined in the Plan and as set
forth in the Program) for th
