EX-10.3 4 ex10-3.txt Exhibit 10.3 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made as of ___________ ___, 20___ between YDI WIRELESS, INC., a corporation organized under the laws of the State of Delaware (hereinafter called the "Corporation"), and _________________ (hereinafter referred to as the "Optionee"). WHEREAS, the Optionee is a director of the Corporation and the Corporation considers it desirable and in its best interests to compensate the Optionee for such services by granting Optionee an option to purchase shares of Common Stock, par value $.01 per share, of the Corporation under its 2004 Stock Plan (the "Plan"); NOW, THEREFORE, it is agreed as follows: 1. Grant of Option. The Corporation hereby grants to the Optionee as of the date of this Agreement ("Date of Grant") the right, privilege and option to purchase not more than 15,000 shares of the Common Stock of the Corporation, par value $.01 per share, as constituted on the date of this Agreement pursuant to the terms, provisions and conditions of the Plan which is incorporated herein and made a part hereof by reference as if fully set forth herein at length and subject to the terms, provisions and conditions set forth below. 2. Option Price. The option price per share of Common Stock as constituted on the date of this Agreement, as determined in accordance with the Plan, shall be $________ per share. 3. Time of Exercise; Acceleration. This option is vested in full immediately. Only vested stock options may be exercised. This option may be exercised in whole or in part as to shares which have vested for not in excess of the difference between (i) the total number of shares then vested and (ii) the total number of shares as to which the option has been previously exercised. No partial exercise of this option within any year may be for less than 100 shares (or the remaining shares purchasable under this option if less than 100 shares). 4. Method of Exercise. This option shall be exercisable from time to time as provided above by written notice in the form of Exhibit "A", signed by the person entitled to exercise the option, setting forth in terms of shares of Stock as constituted on the date of this Agreement, the number of shares as to which this option is being exercised. Such notice shall be delivered to the Corporation at its principal place of business and be accompanied by the purchase price. Alternatively, the person entitled to exercise the option may exercise the option and pay the purchase price by any other method that may be authorized by the Corporation from time to time. The Corporation shall make prompt delivery of the shares of Stock as to which the option is exercised against payment of the purchase price; provided, however, that if any law or regulation requires the Corporation to take any action with respect to the Stock before the issuance thereof, then the date of delivery of the Stock shall be extended for the period necessary to take such action. 5. Further Limitations on Exercise. A. Termination of Service. (i) If Optionee's service to the Corporation terminates other than by reason of death or Disability, (a) no further vesting of this option will occur subsequent to the date of termination, and (b) this option will terminate on the date three months after the date of termination or on the option's specified expiration date, if earlier. Nothing in this Agreement will be deemed to give the Optionee the right to continued service to the Corporation. (ii) If Optionee's service to the Corporation is terminated due to the Optionee's death or Disability, this option may be exercised, up to that portion of the option which the Optionee could have exercised on the date of death or Disability, by the Optionee, or in the case of death, the Optionee's estate, personal representative or any beneficiary who has acquired the options by will or by the laws of descent and distribution, at any time prior to the earlier of the specified expiration date of this option or one year after the Optionee's death or Disability. B. Payment. The option price shall be paid as follows: (i) by check, and/or (ii) to the extent the Stock is publicly traded, by delivery to the Corporation by the Optionee of Stock already owned by such Optionee, properly endorsed and having a fair market value equal to the purchase price (if permitted by the Corporation) and/or (iii) in any other manner permitted by the Corporation from time to time. For purposes of this Section 5(B), the market value of such stock to be delivered to the Corporation in payment of the option price shall be determined in accordance with the Plan. C. Non-Transferability. This option is not transferable by the Optionee, except by will or by laws of descent and distribution, and is exercisable during the Optionee's lifetime only by the Optionee. D. Adjustment. If a dividend is declared upon the Stock payable in Stock, then the shares of Stock then subject to this option (and the number of shares reserved for issuance) shall be increased proportionately without any change in the aggregate purchase price. If the outstanding Stock is changed into or exchanged for a different number or class of shares of stock of the Corporation or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, then (i) there shall be substituted for each such share of Stock then subject to this option (and for each share reserved for issuance) the number and class of shares of Stock into which each outstanding share of Stock is so changed or exchanged, all without any change in the aggregate purchase price for the shares then subject to this option and (ii) the vesting schedule set forth in Section 3 above shall also be adjusted proportionately to reflect the impact of such reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation. E. Withholding Taxes. Whenever under this Agreement Stock is to be issued, the Corporation shall have the right to require the recipient to remit to the Corporation an 2 amount sufficient to satisfy federal, state and local withholding tax requirements prior to delivery of any certificate or certificates representing the Stock. 6. Stock Ownership. An optionee shall be entitled to the privilege of stock ownership only as to such shares of Stock as are issued upon exercise of this option. 7. Requirements of Law. The granting of this option and issuance of shares of Stock upon the exercise of this option shall be subject to compliance with all of the applicable requirements of law with respect to the issuance and sale of such shares. 8. Expiration Date. This option and all rights granted in this Agreement shall, in all events, expire five (5) years from the Date of Grant. 9. Legend. The Optionee hereby agrees that the stock certificates delivered upon exercise of this option may bear a legend or legends in the form designated by the Corporation to ensure compliance with legal or contractual restrictions. 10. Definitions. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the same meanings as in the Plan. The term "Stock" shall mean shares of Common Stock of the Corporation as constituted on the date of this Agreement and such other stock as shall be substituted therefor or issued thereon as provided in Section 5(D) above or as shall be substituted for or issued upon or in exchange for Stock issued pursuant to the options. 11. Notices. All notices under this Agreement shall be sufficient if in writing and delivered in hand or mailed, registered or certified mail, postage prepaid, and addressed to the Corporation at YDI WIRELESS, INC., 8000 Lee Highway, Falls Church, VA 22042, Attention: Chief Financial Officer or to the Optionee at the address set forth under the Optionee's signature below. Either party may change the address to which notices shall be delivered by like notice given at least ten (10) days before the effective date of such change of address. 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Optionee, his legal representatives, heirs, legatees and assigns. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a sealed instrument all as of the date and year first above written. YDI WIRELESS, INC. By: --------------------------------- Title: ------------------------------ OPTIONEE ------------------------------------ Name: -------------------------- -------------------------- -------------------------- 4 EXHIBIT A --------- -------------------------------- (date) YDI WIRELESS, INC. 20 Industrial Drive East South Deerfield, MA 01373 Ladies and Gentlemen: I wish to exercise my option to purchase ______ shares of common stock, par value $.01 per share (the "Securities") at a price of $______ per share pursuant to the Non-Qualified Stock Option Agreement dated as of ______________ ___, 20__ (the "Agreement") under the Corporation's 2004 Stock Plan (the "Plan"). Check one of the following boxes: |_| I have enclosed a check for $_____________________ (the exercise amount). |_| I am paying the exercise price by the following means which has been approved by the company:_______________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________. I understand that the Shares will be subject to the restrictions and other terms set forth in the Plan and the Agreement and that any certificate I receive representing the Shares may contain legends reflecting these restrictions and terms. Very truly yours, --------------------------------- ---------------------------------------- Optionee Social Security Number Optionee Signature (on line above) Optionee Name (printed):________________ Address to which certificates are to be sent Optionee's Home Address: (complete ONLY if different than home address): ---------------------------- ----------------------------------------------- ---------------------------- ----------------------------------------------- ---------------------------- ----------------------------------------------- ---------------------------- ----------------------------------------------- 5