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EXHIBIT 10.15
GLOBAL TRAFFIC NETWORK, INC.
STOCK OPTION AGREEMENT
(2005 Stock Incentive Plan - Director)
This STOCK
OPTION AGREEMENT is made effective as of this [____] day of
[________], [________], between Global Traffic Network, Inc. (the
"Company"),
and [________________] ("Director").
BACKGROUND
A.
Director is serving as a member of the Board of Directors of
the
Company (the "Board") and is not an employee of the Company or any
of its
subsidiaries (a "Non-Employee Director") and the Company desires to
award
Director for his or her services to the Company; and
B. The
Company has adopted the 2005 Stock Incentive Plan (the "Plan")
pursuant to which shares of common stock, $.001 par value, of the
Company have
been reserved for issuance under the Plan.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Grant
of Option. The Company hereby irrevocably grants from the Plan
to
Director the right and option (hereinafter referred to as the
"Option") to
purchase from the Company all or any portion of an aggregate of
[____] ([____])
shares of the common stock, $.001 par value, of the Company (the
"Shares") (such
number being subject to adjustment pursuant to the terms of the
Plan) subject to
the terms and conditions herein set forth.
2.
Purchase Price. The purchase price of the Shares covered by the
Option
shall be $[____] per Share.
3.
Exercise and Vesting of Option. The Option shall be exercisable
only to
the extent that all or any portion thereof, has vested in Director.
Except as
otherwise provided herein, the Option shall vest ratably over a
period of [____]
([____]) years in equal annual installments, beginning on the
one-year
anniversary of the date of this Agreement and continuing on each
subsequent
anniversary date (the "Vesting Date") until the Option is fully
vested, as set
forth in the following schedule:
<TABLE>
<CAPTION>
No.
of Shares To Be Vested
Vesting Date
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------------
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</TABLE>
4. Term of
Option. To the extent vested, and except as otherwise provided
in this Agreement, the Option shall be exercisable for ten (10)
years from the
date of this Agreement.
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5. Effect
of Termination of Relationship with the Company. In the event
that Director shall cease to be a Non-Employee Director for any
reason other
than death, Director shall have the right to exercise the Option at
any time
within one (1) year after the date Director ceased to be a
Non-Employee Director
to the extent of the full number of Shares exercisable by Director
on the date
he or she ceased to be a Non-Employee Director and the unvested
portion shall
not vest and all of Director's rights to such unvested parts of the
Option shall
terminate. Upon the expiration of such one (1) year period, or, if
earlier, upon
the expiration date of the Options as set forth above, the Options
shall
terminate and become null and void.
6. Manner
of Exercising Option. Subject to the terms and conditions of
this Agreement, the Option may be exercised, in whole or in part,
by giving
written notice to the Company, specifying the number of Shares to
be purchased
and accompanied by the full purchase price for such Shares. Any
such notice
shall be deemed given when received by the Company at its
corporate
headquarters. The purchase price shall be payable (a) in United
States dollars
upon exercise of the option and may be paid by cash; uncertified or
certified
check; bank draft; or (b) by delivery of shares of Common Stock in
payment of
all or any part of the purchase price, which shares shall be
valued
