Exhibit
10.4


 


TANGOE, INC.


AMENDED AND RESTATED


EMPLOYEE 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 Employee
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


 






(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 Employee Stock Option/Stock
Issuance Plan


 


fail to exercise the Option for all of the Shares
vested under the Option during any period set forth 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 Employee 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 may be 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 may be 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 Employee 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

EMPLOYEE STOCK OPTION/STOCK ISSUANCE PLAN


Exhibit A

Stock Option Award Details 

(see insert)


 

















 


TANGOE,
INC.

AMENDED AND RESTATED

EMPLOYEE STOCK OPTION/STOCK ISSUANCE PLAN


 


Exhibit B  

Plan Document


 

















 


TANGOE,
INC.

AMENDED AND RESTATED

EMPLOYEE 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 Employee 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