Exhibit 10.1


 





INCENTIVE STOCK OPTION AGREEMENT


1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN


 


This Stock Option Agreement (this “Agreement”) is entered into by and
between CellStar Corporation, a Delaware corporation (the “Company”), and                         
(the “Optionee”), an employee of the Company. 
The Company and the Optionee agree as follows:


 


1.             Grant of Option. 
Pursuant to the CellStar Corporation 1993 Amended and Restated Long-Term
Incentive Plan (the “Plan”) and a duly adopted resolution of the Committee, the
Company grants to the Optionee an option (the “Stock Option”) to purchase from
the Company a total of                        shares (the “Optioned Shares”) of Common Stock of the
Company at $            per share
(being the Fair Market Value per share of Common Stock on the Date of Grant),
in the amounts, during the periods, and upon the terms and conditions set forth
in this Agreement and in the Plan.  The
Date of Grant of this Stock Option is                       .  This Stock Option is intended to qualify as
an “incentive stock option” within the meaning of Section 422 of the Code.


 


2.             Interpretation.  This Stock Option and its
exercise are subject to the terms and conditions of the Plan, which terms and
conditions are incorporated herein by reference; however, unless specifically
permitted by the Committee, the terms of the Plan shall not be considered an
enlargement of any benefits under this Agreement.  Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to them in the
Plan.  This Stock Option is
subject to any rules promulgated pursuant to the Plan by the Board or the
Committee and communicated to the Optionee in writing.


 


3.             Vesting; Time of Exercise.  Except
as specifically provided in this Agreement and subject to certain restrictions
and conditions set forth in the Plan, this Stock Option may be exercised, in
whole or in part, in accordance with the following schedule:


 


	
  Percentage

  Exercisable

  	
   

  	
  Period

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  0

  	
  %

  	
  Immediately;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25

  	
  %

  	
  On and after the first
  anniversary of the Date of Grant;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  50

  	
  %

  	
  On and after the second
  anniversary of the Date of Grant;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  75

  	
  %

  	
  On and after the third
  anniversary of the Date of Grant; and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  100

  	
  %

  	
  On and after the fourth
  anniversary of the Date of Grant.

  	
   

  



 


[Notwithstanding anything to the contrary set forth
herein, this Stock Option may be exercised, in whole or in part, immediately
upon the closing of an initial public offering of the stock of the Company’s
Greater China Operations on the Hong Kong Stock Exchange which yields to the
Company US$50 million or more in cash or cash equivalents.


 


Further notwithstanding anything
to the contrary set forth herein, this Stock Option may be exercised, in whole
or in part, immediately upon the occurrence of 
(a) if a non-employee director is not nominated and re-elected to
the Board of Directors; or (b) for an


 


1

















 


employee,
if such employee’s employment is terminated Without Cause.  “Without Cause” shall mean termination of the
employee’s employment by the Company other than a termination for Cause.  “Cause” shall mean (i) gross
incompetence, (ii) willful misconduct that causes or is likely to cause
economic harm to the Company, as determined by the Board of Directors of the
Company in good faith, (iii) failure to follow directions of the CEO or
the Board of Directors, (iv) conviction of, or entry of a pleading of
guilty or nolo contender to, any crime involving moral turpitude or entry of an
order duly issued by any federal or state regulatory agency having jurisdiction
in the matter permanently prohibiting the Employee from participating in the
conduct of the affairs of the Company, or (v) any other material breach of
any provision of such employee’s employment agreement, if any.]


 


The
unexercised portion of this Stock Option from one annual period may be carried
over to a subsequent annual period or periods, and the right of the Optionee to
exercise the Stock Option as to such unexercised portion shall continue for the
entire term.  In no event may the Stock
Option be exercised in whole or in part, however, after the expiration of the
term set forth in Section 4 below.


 


4.                                       Term; Rights in Event of Termination of
Employment.  This Stock Option, and all unexercised
Optioned Shares granted to the Optionee hereunder, will terminate and be
forfeited at the first of the following to occur:


 


(a)                                  5 p.m. on                       ;


 


(b)                                 5 p.m. on the date which is twelve (12)
months following the Optionee’s termination of employment due to death or Total
and Permanent Disability;


 


(c)                                  5 p.m. on the date which is three (3) months
following the Optionee’s termination of employment due to Retirement; or


 


(d)           5 p.m. on the
30th day after the day of any other termination of employment.


 


In the event of the Optionee’s termination of employment under
subsections (b),(c) or (d) above, the Stock Option will be
exercisable, for the periods indicated, only to the extent that it has vested
(pursuant to Section 3 above) as of the date of termination of employment.


 


5.                                       Who May Exercise.  Subject
to the terms and conditions set forth in Sections 3 and 4 above and the
following sentence, during the lifetime of the Optionee, this Stock Option may
be exercised only by the Optionee.  If
the Optionee’s employment terminates as a result of death or Total and
Permanent Disability prior to the termination date specified in Section 4(a) hereof,
the following persons may exercise this Stock Option (to the extent it is
exercisable on the date of termination of employment) on behalf of the Optionee
at any time prior to the earlier of the dates specified in Sections 4(a) or
(b) hereof:  (i) if the
Optionee’s employment is terminated due to Total and Permanent Disability, the
legal representative of the Optionee; or (ii) if the Optionee dies, the
personal representative of his estate, or the person who acquires the right to
exercise this Stock Option by bequest or inheritance or by reason of the death
of the Optionee; provided that this Stock Option shall remain subject to the
other terms of this Agreement, the Plan, and applicable laws, rules, and
regulations.


 


2

















 


6.             Restrictions.  This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.


 


7.             Manner of
Exercise.  Subject to such
administrative regulations as the Board or the Committee may from time to time
adopt, this Stock Option may be exercised by the delivery to the Company of (i) written
notice setting forth the number of shares of Common Stock with respect to which
the Stock Option is to be exercised and the date of exercise thereof (the “Exercise
Date”), which shall be at least three (3) days after giving such notice,
unless an earlier time shall have been mutually agreed upon; and (ii) consideration
with a value equal to the total Option Exercise Price for the shares to be
purchased, payable as follows:  (a) cash,
certified check, bank draft, or money order payable to the order of the Company,  (b) Common Stock (including Restricted
Stock), valued at its Fair Market Value on the Exercise Date, (c) by
delivery (including by FAX) to the Company or its designated agent of an
executed irrevocable option exercise form together with irrevocable
instructions from the Optionee to a broker or dealer, reasonably acceptable to
the Company, to sell certain of the shares of Common Stock purchased upon
exercise of the Stock Option or to pledge such shares as collateral for a loan
and promptly deliver to the Company the amount of sale or loan proceeds
necessary to pay such Option Exercise Price and/or (d) in any other form
of valid consideration that is acceptable to the Committee in its sole
discretion; provided that, with respect to a cashless exercise of the Stock
Option (in accordance with clause (c) above), the Stock Option will be
deemed exercised on the date of sale of the shares of Common Stock received
upon exercise.  In the event that shares
of Restricted Stock are tendered as consideration for the exercise of the Stock
Option, a number of shares of Common Stock issued upon the exercise of the
Stock Option, equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted.


 


Upon payment of all amounts due from the Optionee, the Company shall
cause certificates for the Optioned Shares then being purchased to be delivered
to the Optionee (or the person exercising the Optionee’s Stock Option in the
event of his death) at its principal business office (or other mutually agreed
upon location) within ten (10) business days after the Exercise Date. The
obligation of the Company to deliver shares of Common Stock shall, however, be
subject to the condition that if at any time the Board or the Committee shall
determine in its discretion that the listing, registration, or qualification of
the Stock Option or the Optioned Shares upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the Stock Option or the issuance or purchase of shares of Common Stock
thereunder, then the Stock Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.


 


If the Optionee fails to pay for any of the Optioned Shares specified in
such notice or fails to accept delivery thereof, then the Optionee’s right to
purchase such Optioned Shares may be terminated by the Company.


 


8.             Disqualifying
Disposition.  In the event that
Common Stock acquired upon exercise of this Stock Option is disposed of by the
Optionee prior to the expiration of either two years from the Date of Grant of
such Stock Option or one year from the transfer of shares to the Optionee


 


3

















 


pursuant to the exercise of such Stock Option, such Optionee shall
notify the Company in writing within thirty (30) days after such disposition of
the date and terms of such disposition.


 


9              Non-Assignability.  This Stock Option is not assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution.


 


10.           Rights as
Stockholder.  The Optionee will have
no rights as a stockholder with respect to any shares covered by this Stock
Option until the issuance of a certificate or certificates to the Optionee for
the shares.  Except as otherwise provided
in Section 11 hereof, no adjustment shall be made for dividends or other
rights for which the record date is prior to the issuance of such certificate
or certificates.


 


11.           Adjustment of
Number of Shares and Related Matters. 
The number of shares of Common Stock covered by this Stock Option, and
the Option Exercise Price thereof, shall be subject to adjustment in accordance
with Article 12 of the Plan.


 


12.           Optionee’s
Representations.  Notwithstanding any
of the provisions hereof, the Optionee hereby agrees that he or she will not
exercise this Stock Option, and that the Company will not be obligated to issue
any shares to the Optionee hereunder, if the exercise thereof or the issuance
of such shares shall constitute a violation by the Optionee or the Company of
any provision of any law or regulation of any governmental authority.  Any determination in this connection by the
Board or the Committee shall be final, binding, and conclusive.  The obligations of the Company and the rights
of the Optionee are subject to all applicable laws, rules, and regulations.


 


13.           Investment
Representation.  Unless the Common
Stock is issued to the Optionee in a transaction registered under applicable
federal and state securities laws, by his or her execution hereof, the Optionee
represents and warrants to the Company that all Common Stock which may be
purchased hereunder will be acquired by the Optionee for investment purposes
for his or her own account and not with any intent for resale or distribution
in violation of federal or state securities laws.  Unless the Common Stock is issued to the
Optionee in a transaction registered under the applicable federal and state
securities laws, all certificates issued with respect to the Common Stock shall
bear an appropriate restrictive investment legend.


 


14.           Optionee’s
Acknowledgments.  The Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. The Optionee hereby agrees to
accept as binding, conclusive, and final all decisions or interpretations of
the Board or the Committee upon any questions arising under the Plan or this
Agreement.


 


15.           Law Governing.  This Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Texas
(excluding any conflict of laws rule or principle of Texas law that might
refer the governance, construction, or interpretation of this agreement to the
laws of another state).


 


16.           No Right to
Continued Employment.  Nothing herein
shall be construed to confer upon the Optionee the right to continue in the
employment of the Company or any Subsidiary or


 


4

















 


interfere with or restrict in any way the right of the Company or any
Subsidiary to discharge the Optionee at any time (subject to any contract
rights of the Optionee).


 


17.           Legal
Construction.  In the event that any
one or more of the terms, provisions, or agreements that are contained in this
Agreement shall be held by a Court of competent jurisdiction to be invalid,
illegal, or unenforceable in any respect for any reason, the invalid, illegal,
or unenforceable term, provision, or agreement shall not affect any other term,
provision, or agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or unenforceable
term, provision, or agreement had never been contained herein.


 


18.           Covenants and Agreements
as Independent Agreements.  Each of
the covenants and agreements that is set forth in this Agreement shall be
construed as a covenant and agreement independent of any other provision of
this Agreement.  The existence of any
claim or cause of action of the Optionee against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Company of the covenants and agreements that are set
forth in this Agreement.


 


19.           Entire Agreement.  This Agreement, together with the Plan,
supersedes any and all other prior understandings and agreements, either oral
or in writing, between the parties with respect to the subject matter hereof
and constitutes the sole and only agreement between the parties with respect to
the said subject matter.  All prior
negotiations and agreements between the parties with respect to the subject
matter hereof are merged into this Agreement. 
Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, oral or otherwise, have been made by any
party or by anyone acting on behalf of any party, which are not embodied in
this Agreement or the Plan and that any agreement, statement or promise that is
not contained in this Agreement or the Plan shall not be valid or binding or of
any force or effect.


 


20.           Parties Bound.  The terms, provisions, representations,
warranties, covenants, and agreements that are contained in this Agreement
shall apply to, be binding upon, and inure to the benefit of the parties and
their respective heirs, executors, administrators, legal representatives, and
permitted successors and assigns.


 


21.           Modification.  No change or modification of this Agreement
shall be valid or binding upon the parties unless the change or modification is
in writing and signed by the parties. 
Notwithstanding the preceding sentence, the Company may amend the Plan
to the extent permitted in the Plan.


 


22.           Headings.  The headings that are used in this Agreement
are used for reference and convenience purposes only and do not constitute
substantive matters to be considered in construing the terms and provisions of
this Agreement.


 


23.           Gender and Number.  Words of any gender used in this Agreement
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the
context requires otherwise.


 


5

















 


24.                                 Notice.  Any notice required or
permitted to be delivered hereunder shall be deemed to be delivered only when
actually received by the Company or by the Optionee, as the case may be, at the
addresses set forth below, or at such other addresses as they have theretofore
specified by written notice delivered in accordance herewith:


 


(A)          Notice to the Company shall be addressed and
delivered as follows:


 


CELLSTAR CORPORATION


1730 BRIERCROFT COURT


CARROLLTON, TEXAS 75006


ATTENTION:  GENERAL COUNSEL


 


(B)           Notice to the Optionee shall be addressed and
delivered as follows:


 


 


 


 


 


IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Optionee, to evidence his or her
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the                                   .


 


	
   

  	
  CellStar
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


6