Exhibit 10.6


 


TANGOE,
INC.


AMENDED
AND RESTATED


EXECUTIVE
STOCK OPTION/STOCK ISSUANCE PLAN


 






 


Stock Option Award Agreement


 






 


You (the “Participant”)
are hereby awarded the following stock option (the “Option”) to purchase
Shares of Tangoe, Inc. (the “Company”), subject to the terms and
conditions set forth in this Stock Option Award Agreement (the “Award
Agreement”) and in the Tangoe, Inc. Amended and Restated Executive
Stock Option/Stock Issuance Plan (the “Plan”), which is attached hereto
as Exhibit B.  You should
carefully review the Plan, and consult with your personal financial advisor,
before exercising this Option.


 


By executing this Award
Agreement, you agree to be bound by all of the Plan’s terms and conditions as
if they had been set out verbatim in this Award Agreement.  In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the Plan and this
Award Agreement will be made by the Board of Directors (the “Board”) of
Tangoe, Inc. or any Committee appointed by the Board to administer the
Plan, and shall be final, conclusive and binding on all parties, including you
and your successors in interest. 
Capitalized terms are defined in the Plan or in this Award Agreement.


 


1.             Variable Terms. 
A description of the stock option awarded to you, whether it
be an Incentive Stock Option (ISO)(1) or Non-Statutory Stock Option(2) (Non-ISO),
is noted on the attached Exhibit A. 
This Option shall have, and be interpreted according to, the following
terms, subject to the provisions of the Plan in all instances:


 


2.             Term of Option. 
The term of the Option will expire at 5:00 p.m. (E.D.T.
or E.S.T., as applicable) on the Expiration Date reflected on Exhibit A.


 


3.             Manner of Exercise.  The Option shall be exercised by written
Notice (as defined in paragraph 9 of this Award Agreement) to the Chief
Financial Officer or the Company.  The
Exercise Notice must state the number of Shares for which the Option is being
exercised, must be signed by the Optionee, and must be accompanied by payment
of the Exercise Price, including payment of any applicable withholding
tax.  This Option shall be deemed to be
exercised upon receipt by the Company of such written Exercise Notice
accompanied by the Exercise Price and payment of any applicable withholding tax
in the manner set forth in the Plan.  The
amount of Shares for which the Option may be exercised is cumulative; that is,
if you fail to exercise the Option for all of the Shares vested under the
Option during any period set forth


 






(1)  If an ISO is awarded to a person owning
more than 10% of the voting power of all classes of stock of the Company or of
any Subsidiary, then the term of the Option cannot exceed 5 years and the
exercise price must be at least 110% of the Fair Market Value (100% for any
other employee who is receiving ISO awards).


(2)  The exercise price of a non-ISO must be at
least 85% of the Fair Market Value.


 

















 


Stock Option Award Agreement


Amended and Restated Executive Stock
Option/Stock Issuance Plan


 


above, then any Shares subject to the Option that
are not exercised during such period may be exercised during any subsequent
period, until the expiration or termination of the Option pursuant to Sections
2 and 5 of this Award Agreement and the terms of the Plan.  Fractional Shares may not be purchased.


 


4.             Method of Payment. 
If this Option is designated as an ISO, payment of the
exercise price for the Shares to be purchased upon exercise of this Option
shall be by any of the following, or a combination thereof, at the election of
the Participant: (a) cash, (b) check or (c) with the consent of
the Committee, any other form of consideration permitted under Section 9(b) of
the Plan.


 


5.             Special ISO Provisions.  If designated as an ISO, this
Option shall be treated as an ISO to the extent allowable under Section 422
of the Code, and shall otherwise be treated as a Non-ISO.  If you sell or otherwise dispose of Shares
acquired upon the exercise of an ISO within 1 year from the date such Shares
were acquired or 2 years from the Grant Date, you agree to deliver a written
report to the Company within 10 days following the sale or other disposition of
such Shares detailing the net proceeds of such sale or disposition.


 


6.             Termination of Continuous Service.  If your Continuous Service with
the Company is terminated for any reason, this Option shall terminate on the
date on which you cease to have any right3 to exercise
the Option pursuant to the terms and conditions set forth in Section 10(b) of
the Plan.


 


7.             Occurrence of a Change in Corporate Control.  Notwithstanding Section 14(c) of
the Plan, if this Option is assumed or substituted by a Successor Corporation
in a Change in Control, and your employment is Involuntarily Terminated by the
Successor Corporation in connection with, or within 12 months following
consummation of, the Change in Control, then your right to exercise this Option
shall become fully vested and exercisable immediately prior to termination of
your employment unless the Committee provides you with written notice that the
Committee has decided, in its sole and absolute discretion, to accelerate such
vesting as of an earlier date.


 


8.             Designation of Beneficiary.  Notwithstanding anything to the
contrary contained herein or in the Plan, following the execution of this Award
Agreement, you may expressly designate a beneficiary (the “Beneficiary”)
to your interest in the Option awarded hereby. 
You shall designate the Beneficiary by completing and executing a
designation of beneficiary agreement substantially in the form attached hereto
as Exhibit C (the “Designation of Beneficiary”) and
delivering an executed copy of the Designation of Beneficiary to the Company.


 


9.             Notices.  Any
notice or communication required or permitted by any provision of this Award
Agreement to be given to you shall be in writing and shall be delivered
personally or sent by certified mail, return receipt requested, addressed to
you at the last address that the Company had for you on its records.  Each party may, from time to time, by notice
to the other party hereto, specify a new address for delivery of notices
relating to this Award Agreement.  Any
such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.


 

















 


Stock Option Award Agreement


Amended And Restated Executive Stock
Option/Stock Issuance Plan


 


10.          Binding Effect. 
Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, legatees, legal representatives, successors, transferees, and
assigns.


 


11.          Modifications.  This
Award Agreement maybe modified or amended at any time to accelerate the rate at
which this Option may be exercised, to accelerate the vesting of this Option,
to extend or renew this Option’s term, or to accept the cancellation of
outstanding shares underlying the Option either for the granting of a new
Option or for other substitute consideration, provided that you must consent in
writing to any modification that adversely alters or impairs any of your rights
or obligations under this Option.


 


12.          Headings.  Section and
other headings contained in this Award Agreement are for reference purposes
only and are not intended to describe, interpret, define or limit the scope or
intent of this Award Agreement or any provision hereof.


 


13.          Severability.  Every
provision of this Award Agreement and of the Plan is intended to be
severable.  If any term hereof is illegal
or invalid for any reason, such illegality or invalidity shall not affect the
validity or legality of the remaining terms of this Award Agreement.


 


14.          Governing Law.  The laws of the State of Delaware shall
govern the validity of this Award Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties hereto.


 


15.          Counterparts.  This
Award Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.


 


16.          Plan Governs.  By
signing this Award Agreement, you acknowledge that you have received a copy of
the Plan and that your Award Agreement is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award
Agreement and your Award is subject to all interpretations, amendments, rules and
regulations which from time to time maybe promulgated and adopted pursuant to
the Plan by the Board or any Committee appointed by the Board to administer the
Plan.  In the event of a conflict between
the provisions of this Award Agreement and those of the Plan, the provisions of
the Plan shall control.


 


17.          Taxes.  By
signing this Award Agreement, you acknowledge that you shall be solely
responsible for the satisfaction of any and all taxes that may arise in
connection with this Award Agreement, including any taxes that may arise under
Sections 409A or 4999 of the Code, and that neither the Company nor the
Committee shall have any obligation whatsoever to pay such taxes.


 


<Signature Page Follows
>


 

















 


Stock Option Award Agreement


Amended and Restated Executive Stock
Option/Stock Issuance plan


 


BY YOUR SIGNATURE BELOW,
along with the signature of the Company’s representative, you and the Company
agree that the Option is awarded under and governed by the terms and conditions
of this Award Agreement and the Plan.


 


	
   

  	
  TANGOE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  The
  undersigned Participant hereby accepts the terms of this Award Agreement and
  the Plan.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Participant:

  	
   

  



 

















 


TANGOE,
INC.

AMENDED AND RESTATED

EXECUTIVE STOCK OPTION/STOCK ISSUANCE PLAN


Exhibit A


Stock Option Award Details



(see insert)


 

















 


TANGOE,
INC.


AMENDED
AND RESTATED


EXECUTIVE
STOCK OPTION/STOCK ISSUANCE PLAN


 


Exhibit B  

Plan Document


 

















 


TANGOE,
INC.

AMENDED AND RESTATED

EXECUTIVE STOCK OPTION/STOCK ISSUANCE PLAN


 


Exhibit C

Designation of Beneficiary


 


In connection with the STOCK
OPTION AWARD AGREEMENT (the “Award Agreement”) entered into on                                  ,
20     , between Tangoe, Inc. (the “Company”) and
                                          ,
an individual residing at                                                                     
(the “Participant”), you hereby designate the person specified below as the
beneficiary of the Participant’s interest in a stock option to purchase                
Shares (as defined in the Amended and Restated Executive Stock Option/Stock
Issuance Plan) of the Company awarded pursuant to the Award Agreement.  This designation shall remain in effect until
revoked in writing by the Participant.


 


	
  Name of Beneficiary:

  
	
   

  
	
  Address:

  
	
   

  
	
   

  
	
   

  
	
  Social Security No.:

  



 


You understand that this
designation operates to entitle the above-named beneficiary to the rights
conferred by the Award Agreement from the date this form is delivered to the
Company until such date as this designation is revoked in writing by you,
including by delivery to the Company of a written designation of beneficiary
executed by you on a later date.


 


	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Participant Name]

  
	
   

  	
   

  	
   

  
	
  Sworn
  to before me this

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
            day
  of                        ,
  20       

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary
  Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  County
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  State of