FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT, 1996 PLAN



 Exhibit 10.12 
  

			
	Option Number: Insert # Here	 	Insert Date Here

  
 Nonqualified Stock
Option 
  
 granted by 
  
 KVH Industries, Inc. 
 (hereinafter called the “Company”) 
  
 to 
  
 Insert Name Here 
 (hereinafter called the “Holder”) 
  
 under the 
  
 1996 Incentive and Nonqualified Stock Option Plan 
  
 For valuable consideration, the receipt of which is hereby acknowledged, the Company hereby grants to the Holder the following option:

  
 FIRST: Subject to the terms and conditions hereinafter
set forth, the Holder is hereby given the right and option to purchase from the Company shares of Common Stock, $.01 par value per share, of the Company (“Common Stock”). “Notice of Grant of Stock Options and Option Agreement”
hereto, the provisions of which are incorporated by reference herein, sets forth (a) the maximum number of shares that the Holder may purchase upon exercise of this Option, (b) the exercise price per share of Common Stock purchasable hereunder, (c)
the expiration date of this Option, (d) the vesting rate and (e) certain other terms and conditions applicable to this Option. 
  
 This Option is and shall be subject in every respect to the provisions of the KVH Industries, Inc. 1996 Incentive and Nonqualified Stock Option Plan, as the same may be
amended from time to time (the “Plan”). A copy of the Plan is available for review at the offices of the Company and a copy of the Plan will be provided upon request to each person granted an Option pursuant to the Plan. The Plan is hereby
incorporated herein by reference and made a part hereof. In the event of any conflict or inconsistency between the terms of this Option and those of the Plan, the terms of the Plan shall govern. The term “Committee” is used herein with the
meaning ascribed to it in the Plan. 
  
 This Option shall be exercised in whole or
in part by the Holder’s delivery to the Company of written notice (the “Notice of Exercise”) setting forth the number of shares with respect to which this Option is to be exercised, together with (a) cash in an amount, or a check,
bank draft or postal or express money order payable in an amount, equal to the aggregate exercise price for the shares being purchased, (b) with the consent of the Committee, shares of Common Stock having a fair 

  

 -1- 








 
market value equal to such aggregate exercise price; (c) with the consent of the Committee, a personal recourse note issued by the Holder to the Company in a
principal amount equal to such aggregate exercise price and with such other terms, including interest rate and maturity, as the Committee may determine in its discretion, provided that the interest rate borne by such note shall not be less
than the lowest applicable federal rate, as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended; (d) with the consent of the Committee, such other consideration that is acceptable to the Committee and that has a fair market
value, as determined by the Committee, equal to such aggregate exercise price; or (e) with the consent of the Committee, any combination of the foregoing. The “fair market value” of the Common Stock shall equal (i) the closing price per
share on the date of exercise of the Option as reported by a nationally recognized stock exchange, (ii) if the Common Stock is not listed on such an exchange, as reported by the National Market System or another automated quotation system of the
National Association of Securities Dealers, Inc., or (iii) if the Common Stock is not quoted on any such system, the fair market value as determined by the Committee. 
  
 SECOND: The Company, in its discretion, may file a registration statement on Form S-8 under the Securities Act of 1933,
as amended, to register shares of Common Stock reserved for issuance under the Plan. At any time at which such a registration statement is not in effect, it shall be a condition precedent to any exercise of this Option that the Holder shall deliver
to the Company a customary “investment letter” satisfactory to the Company and its counsel in which, among other things, the Holder shall (a) state that he or she is acquiring shares of Common Stock subject to the Option for his or her own
account for investment and not with a view to the resale or distribution thereof and (b) acknowledge that those shares are not freely transferable except in compliance with federal and state securities laws. 
  
 THIRD: As promptly as practicable after receipt by the Company of the
Notice of Exercise and related investment letter and payment of exercise price pursuant to Paragraphs First and Second hereof, the Company shall deliver to the Holder (or if any other individual or individuals are exercising this Option, to such
individual or individuals) a certificate registered in the name of the Holder (or the names of the other individual or individuals exercising this Option) and representing the number of shares with respect to which this Option is then being
exercised; provided, however, that if any law or regulation or order of the Securities and Exchange Commission or any other body having jurisdiction in the premises shall require the Company or the Holder (or the individual or individuals
exercising this Option) to take any action in connection with the shares then being purchased, the date for the delivery of the certificate for such shares shall be extended for the period necessary to take and complete such action. The Company may
imprint upon said certificate the legends contemplated by Section 9.2 of the Plan or such other legends as counsel for the Company may consider appropriate. Delivery by the Company of the certificates for such shares shall be deemed effected for all
purposes when the Company or a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to the Holder, at the address specified in the Notice. The Company will pay all fees or expenses
necessarily incurred by the Company in connection with the issuance and delivery of shares pursuant to the exercise of this Option. 
  

 -2- 








 The Company will, at all times while any portion of this Option is outstanding, reserve and keep available, out of shares
of its authorized and unissued Common Stock or shares of Common Stock held in treasury, a sufficient number of shares of its Common Stock to satisfy the requirements of this Option. 
  
 FOURTH: If the Company shall effect any subdivision or consolidation of shares of its stock or other capital
readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares outstanding, in any such case without receiving compensation therefor in money, services or property, then the number, class and per share price of
shares of stock subject to this Option shall be appropriately adjusted in such a manner as to entitle the Holder to receive upon exercise of this Option, for the same aggregate cash consideration, the same total number and class of shares as he or
she would have received as a result of the event requiring the adjustment had he or she exercised this Option in full immediately prior to such event. 
  
 After a merger of one or more corporations into the Company, or after a consolidation of the Company and one or more corporations in which (a) the Company shall be the
surviving corporation, and (b) the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent of the voting power of the Company, the Holder of this
Option shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the number of shares as to which this Option shall then be so exercisable, the number and class of shares of stock or other securities to which the
Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the
number of shares for which this Option was exercisable. 
  
 If the Company is
merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation, or if there is a merger or consolidation where the Company is the surviving corporation but the stockholders of the Company
immediately prior to such merger or consolidation do not own after such merger or consolidation shares representing at least fifty percent of the voting power of the Company, or if the Company is liquidated, or sells or otherwise disposes of
substantially all of its assets to another corporation (each hereinafter referred to as a “Transaction”) while this Option remains outstanding, then: 
  


	 	(a)	subject to the provisions of clauses (b) and (c) below, after the effective date of the Transaction, the Holder of this Option shall be entitled, upon exercise hereof and at no
additional cost, to receive shares of Common Stock or, if applicable, shares of such other stock or other securities, cash or property as the holders of shares of Common Stock received pursuant to the terms of the Transaction;


  

	 	(b)	the Committee may accelerate the time for exercise of this Option to a date prior to the effective date of the Transaction, as specified by the Committee; or


  

	 	(c)	 this Option may be canceled by the Committee as of the effective date of the Transaction, provided that (i) notice of such cancellation shall have been given
to 



  

 -3- 








 
the Holder and (ii) the Holder shall have the right to exercise this Option to the extent the same is then exercisable or, if the Committee shall have
accelerated the time for exercise of this Option, in full during the thirty-day period preceding the effective date of the Transaction. 
  
 Except as hereinbefore expressly provided, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash
or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock then subject to this Option. 
  
 FIFTH: Neither the Holder nor any other person shall, by virtue of the granting of this Option, be deemed for any purpose to be the owner of any
shares of Common Stock subject to this Option or to be entitled to the rights or privileges of a holder of such shares unless and until this Option has been exercised pursuant to the terms hereof with respect to such shares and the Company has
issued and delivered the shares to the Holder. 
  
 SIXTH:
This Option is not transferable by the Holder or by operation of law, otherwise than by will or under the laws of descent and distribution. 
  
 This Option is exercisable, during the Holder’s lifetime, only by the Holder, and by the Holder only while he or she is providing services to the Company, except
that in the event the services of the Holder are terminated by the Company other than for Cause, the Holder shall have the right to exercise this Option within thirty days after the date of such termination of services (but not later than the
expiration date of this Option) with respect to the shares which were purchasable by the Holder by exercise of this Option at the time of said termination of services. As used in this Option, “Cause” shall mean a determination by the
Company (including the Board) that the Holder’s services to the Company should be terminated as a result of (i) a material breach by the Holder of any agreement to which the Holder and the Company are both parties, (ii) any act (other than
retirement) by the Holder that may have a material and adverse effect on the business of the Company, or on the ability to perform services for the Company, including the proven or admitted commission of any crime (other than an ordinary traffic
violation), or (iii) any material misconduct or material neglect of duties by the Holder in connection with the business or affairs of the Company. 
  
 In the event of the death of the Holder prior to termination of the Holder’s services to the Company and prior to the date of expiration of this Option, the
Holder’s executors, administrators or any individual or individuals to whom this Option is transferred by will or under the laws of descent and distribution, as the case may be, shall have the right to exercise this Option with respect to the
number of shares purchasable by the Holder at the date of death at any time within one year after the date of such death (but not after the expiration date of this Option). In the event of the permanent and total disability of the Holder prior to
termination of the Holder’s services to the Company and prior to the date of expiration of this Option, the Holder shall have the right to exercise this Option at any time within one year after the date of such disability (but not after the
expiration date of this Option) with respect to the number of shares which were purchasable by the Holder at the date of such disability. 
  

 -4- 








 SEVENTH: If the Company in its discretion determines that it is obligated to withhold income or
employment taxes required by any governmental authority with respect to the exercise of this Option, the Holder agrees that the Company may withhold from the Holder’s wages, or other amounts due to the Holder from the Company, the appropriate
amount of federal, state or local withholding taxes attributable to such exercise. At the Holder’s election, the amount required to be withheld may be satisfied, in whole or in part, by (a) authorizing the Company to withhold from shares of
Common Stock to be issued pursuant to the exercise of this Option a number of shares with an aggregate fair market value that would satisfy the withholding amount due with respect to such exercise, or (b) transferring to the Company shares of Common
Stock owned by the Holder with an aggregate fair market value that would satisfy the withholding amount due. If the Holder is subject to Section 16 of the Securities Exchange Act of 1934, the following additional restrictions shall apply:

  

	(i)	the election to satisfy tax withholding obligations relating to the Option exercise shall be made either (1) during the period beginning on the third business day following the date
of release of quarterly or annual summary statements of sales and earnings of the Company and ending on the twelfth business day following such date, or (2) at least six (6) months prior to the date of exercise of the Option;


  

	(ii)	such election shall be irrevocable; 

  

	(iii)	such election shall be subject to the consent or approval of the Committee; and 

  

	(iv)	the Common Stock withheld to satisfy tax withholding, if granted at the discretion of the Committee, must pertain to an Option which has been held by the Holder for at least six (6)
months from the date of grant of the Option. 

  
 The Holder further
agrees that, if the Company does not withhold an amount from the Holder’s wages sufficient to satisfy the Company’s withholding obligation, the Holder will reimburse the Company on demand, in cash, for the amount underwithheld. 

 
 EIGHTH: Any notice to be given to the Company hereunder shall be
deemed sufficient if addressed to the Company and delivered at the office of the President of the Company, or such other address as the Company may hereafter designate, or when deposited in the mail, postage prepaid, addressed to the attention of
the President of the Company at such office or other address. 
  
 Any notice to be
given to the Holder hereunder shall be deemed sufficient if addressed to and delivered in person to the Holder at his address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Holder at such address.

  
 NINTH: This Option is subject to all laws, regulations
and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Holder 

  

 -5- 








 
agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof
or the issuance of such shares, as the case may be, would constitute a violation by the Holder or the Company of any such law, regulation or order or any provision thereof. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this
Option set forth in the cover page “Notice of Grant of Stock Options and Option Agreement”. 
  

			
	KVH INDUSTRIES, INC.
	
	  


	by:	 	Martin Kits van Heyningen
	 	 	President & CEO

  
  

 -6-