Exhibit 10.7
NON-QUALIFIED STOCK OPTION
AGREEMENT
OPTION AGREEMENT (the “Award
Agreement”), effective as of November 30, 2007, between
HUGHES TELEMATICS, INC., a Delaware corporation (the “
Company ”), and Jeffrey Leddy (the “
Optionee ”).
W I T N E S S E T H:
WHEREAS, the Company, acting through
its Board of Directors (the “ Board ”) has
granted to the Optionee, effective as of the date of this Award
Agreement, an option to purchase shares of common stock, par value
$.01, of the Company (the “ Common Stock ”) on
the terms and subject to the conditions set forth in this Award
Agreement;
NOW, THEREFORE, in consideration of
the premises and of the mutual agreements contained in this Award
Agreement, the parties hereto agree as follows:
SECTION 1. Definitions .
Capitalized terms not defined herein shall have the meaning
ascribed to such terms in the Company’s 2006 Stock Incentive
Plan (the “Plan” ). Options granted pursuant to
this Award Agreement are subject in all respects to the terms of
the Plan. In the case of a conflict between the terms of the Plan
and the terms of this Award Agreement, the terms of the Plan shall
govern.
SECTION 2. Option; Exercise
Price . On the terms and subject to the conditions of this
Award Agreement, the Optionee shall have the option (the “
Option ”) to purchase up to 8,000 shares (the “
Option Shares ”) of Common Stock at the price of $150
per Option Share (the “ Exercise Price
”).
SECTION 3. Term . The term of
the option (the “ Option Term ”) shall commence
on the date hereof and expire on the tenth anniversary of the date
hereof, unless the Option shall theretofore have been terminated in
accordance with the terms of this Award Agreement.
SECTION 4. Time of Exercise
.
(a) Time Vesting . Unless
accelerated as otherwise provided in Section 6 of this Award
Agreement or pursuant to a provision of the Plan, the Option shall
become exercisable as to 2,000 Option Shares (one-quarter of the
Option Shares) on November 30, 2008, 2,000 Option Shares
(another one-quarter of the Option Shares) on November 30,
2009, and 2,000 Option Shares (another one-quarter of the Option
Shares) on November 30, 2010 provided that the Optionee is
employed on the relevant vesting dates.
(b) Performance Vesting .
Unless accelerated as otherwise provided in Section 6 of this
Award Agreement or pursuant to a provision of the Plan, the Option
shall become exercisable as to 2,000 Option Shares (one-quarter of
the Option Shares) upon the execution of a material agreement with
an automotive original equipment manufacturer (“OEM”)
other than the Chrysler Corporation or Mercedes Benz USA or their
affiliates, pursuant to which the Company will supply such OEM with
telematics equipment and services for a significant number of the
OEM’s vehicles on a factory installed basis for the
OEM’s customers. To the extent not vested by the fourth
anniversary of this Agreement, such unvested portion of the
Performance Vesting Option Shares shall expire at such
time.
SECTION 5. Procedure for
Exercise .
(a) The Option may be exercised with
respect to that portion of the Option which is exercisable at any
particular time (the “Vested Shares”), from time to
time, in whole or in part (but for the purchase of whole shares
only), by delivery of a written notice (the “ Exercise
Notice ”) from the Optionee to the Company, which
Exercise Notice shall:
(i) state that the Optionee elects
to exercise the Option;
(ii) state the number of Vested
Shares with respect to which the Optionee is exercising the
Option;
(iii) in the event that the Option
shall be exercised by the representative of the Optionee’s
estate, include appropriate proof of the right of such Person to
exercise the Option;
(iv) state the date upon which the
Optionee desires to consummate the purchase of such Vested Shares
(which date must be prior to the termination of the Option);
and
(v) comply with such further
provisions as the Company may reasonably require.
(b) Payment of the Exercise Price
for the Vested Shares to be purchased on the exercise of the Option
shall be made by (i) certified or bank cashier’s check
payable to the order of the Company, or if determined by the
Administrator at the time of exercise, in its sole discretion, in
(ii) the form of Shares already owned by the Optionee which
have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Shares as to which such Option
shall be exercised, or (iii) authorization for the Company to
withhold a number of shares otherwise payable pursuant to the
exercise of an Option having a Fair Market Value less than or equal
to the aggregate Exercise Price, or (iv) any other form of
consideration approved by the Administrator and permitted by
applicable law or (v) any combination of the
foregoing.
(c) As a condition of delivery of
the Vested Shares, the Company shall have the right to require the
Optionee to remit to the Company in cash an amount sufficient to
satisfy any federal, state and local withholding tax requirements
related thereto. The Company in its sole discretion may permit the
Optionee to satisfy the foregoing requirement by electing to have
the Company withhold from delivery Shares or by delivering already
owned unrestricted Shares, in each case, having a value equal to
the minim
