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EXHIBIT 10.22
 
  General
 Grant
 Exercise
 (a)
    
    Restrictions on Exercise. Notwithstanding anything herein to the
contrary, the Options granted hereunder may not be exercised, either in whole or in
part, until a registration statement (Form S-8) under the Securities Act of 1933 is in
effect with respect to the Plan and the Common Stock issued in connection with Awards
under the Plan.(b)
    
    Exercise Procedure. In order to exercise the Options granted hereunder,
the Optionee must give written notice thereof to the Committee, as designated under the
Plan, at the Company§s corporate headquarters in Chicago, Illinois, in a form approved
by the Committee, specifying the number of shares of Common Stock being purchased.
Such notice must be accompanied by payment of the Option Price for the share or shares
being purchased and this Award Agreement so that appropriate notation can be made
thereon to reflect such exercise. Such payment




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shall be by cash or check payable to the order of the Company, in an amount equal to
the Option Price of the shares of Common Stock being purchased; provided, however,
that in the discretion of the Committee all or a portion of the Option Price for the
share or shares of Common Stock being purchased may also or alternatively be paid by
the delivery of shares of Common Stock, the aggregate Fair Market Value of which is
equal to the portion of such Option Price being paid by the delivery of shares of
Common Stock. Shares of Common Stock which may be used for payment shall include
shares which were received by the Optionee upon the exercise of one or more Options
and shares which the Optionee directs the Company to withhold, for the purpose of
paying the Option Price, from shares which the Optionee would have received upon the
exercise of one or more Options.
 No Other Rights
 Vesting
 Number of Months Since Award Date
    
    Vested PercentageFewer than 12 months
    
    0.0%12 months
    
    25.00%15 months
    
    31.25%18 months
    
    37.50%21 months
    
    43.75%24 months
    
    50.00%27 months
    
    56.25%30 months
    
    62.50%33 months
    
    68.75%36 months
    
    75.00%39 months
    
    81.25%42 months
    
    87.50%45 months
    
    93.75%48 months or more
    
    100.00%




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Forfeiture
 (a)
    
    Forfeiture of Option Gain and Unexercised Options if the Optionee Engages
in Certain Activities. If, at any time within (1) the term of this Option or (2)
within 12 months after termination of employment for any reason whatsoever other than
termination by the Optionees employer without Cause, or (3) within 12 months after the
Optionee exercises any portion of this Option, whichever is the latest, the Optionee
engages in any activity in adverse, contrary or harmful to the interests of the
Company, including, but not limited to: (i) conduct related to the Optionees
employment for which either criminal or civil penalties against the Optionee may be
sought, (ii) violation of Company policies, including, without limitation, the
Companys insider trading policy, (iii) while employed by the Company or Affiliate,
serving as a consultant, advisor or in any other capacity to an entity that is, or
proposes to be, in competition with or acting against the interests of the Company,
(for purposes of this Agreement the entities listed in Exhibit A hereto, which is
incorporated herein by reference, are conclusively presumed to be in competition with
the Company), (iv) employing or recruiting any present, former or future employee of
the Company, whether individually or behalf of another person or entity, (v) disclosing
or misusing any confidential information or material concerning the Company, or (vi)
participating in a hostile takeover attempt, then (1) this Option shall terminate
effective as of the date on which the Optionee entered into such activity, unless
terminated sooner by operation of another term or condition of this Award Agreement or
the Plan, and (2) the Optionee shall immediately pay to the Company any Option Gain
realized by the Optionee from exercising all or a portion of this Option.
Notwithstanding anything herein to the contrary, for purposes of this Section 6(a) an
Optionee will not be deemed to be engaged in an activity that is adverse, contrary or
harmful to the Company merely because following the termination of his employment with
the Company and all of its Subsidiaries and Affiliates he serves as an employee,
consultant or an advisor to an entity that is, or proposes to be, in competition with
the Company.
 (b)
    
    Right of Set-off. If the Optionee owes the Company any amount by virtue
of Section 6(a) above, then the Company (or any Subsidiary or Affiliate) may recover
such amount by setting it off from any amounts the Company (or any Subsidiary or
Affiliate) owes or may owe the Optionee from time to time. By accepting this Option
and signing this Award Agreement in the space provided below, the Optionee consents to
a deduction of any amount the Optionee may owe the Company by virtue of Section 6(a)
above from any amounts the Company (or any Subsidiary or Affiliate) owes or may owe the
Optionee from time to time (including amounts owed to the Optionee as wages or other
compensation, fringe benefits, or vacation pay, as well as any other amounts owed to
the Optionee). Whether or not the Company elects to make any set-off in whole or in
part, if the Company does not recover by means of set-off the full amount the Optionee
owes




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it, calculated as set forth above, the Optionee agrees to pay immediately the unpaid
balance to the Company.(c)
    
    Committee Discretion. The Committee may release the Optionee from the
obligations under paragraphs (a) above if the Committee (or its duly appointed agent)
determines in its sole discretion that such action is in the best interest of the
Company.(d)
    
    Amendment of Exhibit A. The Company retains the right to amend Exhibit
A from time to time through the date an Optionees employment with the Company and all
Subsidiaries and Affiliates terminates. A copy of Exhibit A as amended subsequent to
the date of this Agreement is available upon written request to the Secretary of the
Company.
 Other Terms and Conditions
 Applicable Law
 Severability
 Waiver
 Survival
 Binding Effect




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Construction
 OPTIONEE
    
    Stratos International, Inc.Its:




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