Exhibit 10.1
NON-QUALIFIED STOCK OPTION AGREEMENT
pursuant to the
CLEARWIRE CORPORATION
2007 STOCK COMPENSATION PLAN
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Optionee:
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Grant
Date:
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Vesting
Date:
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Per Share
Exercise Price:
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Number of Option Shares subject to this Option:
shares of Class A common stock, par value $0.0001 per
share
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THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (this “ Agreement
”), dated as of the Grant Date specified above, is entered
into by and between Clearwire Corporation., a company organized in
the State of Delaware (the “ Company ”), and the
Optionee specified above (the “ Optionee ”),
pursuant to the Clearwire Corporation 2007 Stock Compensation Plan,
as in effect and as amended from time to time (the “
Plan ”); and
WHEREAS,
it has been determined under the Plan that it would be in the best
interests of the Company to grant the non-qualified stock option
provided for herein to the Optionee;
NOW,
THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth and for other good and valuable
consideration, the parties hereto hereby mutually covenant and
agree as follows:
1. Incorporation By
Reference; Plan Document Receipt . This Agreement is subject in
all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and
from time to time unless such amendments are expressly intended not
to apply to the grant of the option hereunder), all of which terms
and provisions are made a part of and incorporated in this
Agreement as if they were each expressly set forth herein. The
Optionee hereby acknowledges receipt of a true copy of the Plan and
that the Optionee has read the Plan carefully and fully understands
its content. In the event of any
conflict
between the terms of this Agreement and the terms of the Plan, the
terms of the Plan shall control.
2. Grant of Option . The
Company hereby grants to the Optionee, as of the Grant Date
specified above, a non-qualified stock option (this “
Stock Option ”) to acquire from the Company at the Per
Share Exercise Price specified above, the aggregate number of
Option Shares specified above (the “ Option Shares
”).
3. No Dividend
Equivalents . The Optionee shall not be entitled to receive a
cash payment in respect of the Option Shares underlying this Stock
Option on any dividend payment date for the Shares.
4. Exercisability of this
Stock Option .
4.1
This Stock Option shall become exercisable as to 25% of the Option
Shares, on each of the first four anniversaries of the Vesting
Date, provided the Optionee is then employed by or performing
services for the Company and/or one of its Subsidiaries or
Affiliates.
4.2
Unless earlier terminated in accordance with the terms and
provisions of the Plan and/or this Agreement, this Stock Option
shall expire and shall no longer be exercisable after the
expiration of ten years from the Grant Date (the “ Option
Period ”).
4.3 The
Committee may, in its sole discretion, accelerate the
exercisability of any portion of the unexercisable portion of this
Stock Option at any time, including, but not limited to, upon a
Participant’s death or Disability (as defined in
Sections 4.4 and 4.5 below). In no event shall this Stock
Option be exercisable for a fractional Share.
4.4 For
purposes of this Agreement, “ Disability ,” if
the Participant is a party to an employment agreement, shall have
the same meaning as in such employment agreement, otherwise,
“ Disability ” means disability as determined by
the Committee in accordance with the standards and procedures
similar to those under the Company’s or the relevant
Affiliate’s long-term disability plan, if any. Subject to the
first sentence of this Section 4.4, at any time that the
Company or the relevant Affiliate does not maintain a long-term
disability plan, “ Disability ” shall mean any
physical or mental disability which is determined to be total and
permanent by a doctor selected in good faith by the Company or the
relevant Affiliate.
5. Method of Exercise and
Payment . This Stock Option shall be exercised by the
Optionee by delivering to the Chief Financial Officer of the
Company or his/her designated agent on any business day a written
notice, in such manner and form as may be required by the Company,
specifying the number of Option Shares the Optionee then desires to
acquire (the “ Exercise Notice ”). The Exercise
Notice shall be accompanied by payment of the aggregate Per Share
Exercise Price specified above for such number of the Option Shares
to be acquired upon such exercise plus an amount sufficient to pay
all taxes required to be withheld by any governmental agency. Such
payment shall be made in the manner set forth in Section 5.6
of the Plan.
6. Termination of Service
Relationship .
2
6.1 If
the Optionee’s Service Relationship with the Company and its
Subsidiaries terminates for any reason, any then unexercisable
portion of this Stock Option shall be forfeited by the Optionee and
cancelled by the Company.
6.2 If
the Optionee’s Service Relationship with the Company and its
Subsidiaries terminates for any reason other than due to the
Optionee’s death or Disability, the Optionee’s rights,
if any, to exercise an
