mm04-1910_10ke1001.htm


     

    
Exhibit 10.7

    


     

    ULTICOM,
INC.

     

     

    Stock
Option Agreement

     

     

    This STOCK OPTION AGREEMENT governs the
terms and conditions of the stock option (the “Option”) specified in the Notice
of Grant of Stock Options and Option Agreement delivered herewith (the “Notice
of Grant”) entitling the person to whom the Notice of Grant is addressed (the
“Grantee”) to purchase from Ulticom, Inc. (the “Corporation”) the number of
shares of the Corporation's common stock, par value $.00 per share (the “Common
Stock”) indicated in the Notice of Grant, subject to adjustment as set forth in
the Ulticom, Inc. 2005 Stock Incentive Compensation Plan, as such plan may be
amended from time to time (the “Plan”).  The Option is intended to be
a non-qualified stock option, and is not intended to be treated as an option
that complies with Section 422 of the Code.

     

     

    Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed thereto in the
Plan.

     

     

    1.           The
Option.  The Option is granted pursuant to the Plan and is
effective from and after the effective date of grant specified in the Notice of
Grant (the “Date of Grant”).  The Grantee, by executing the Notice of
Grant and accepting the Option, acknowledges that the Option is in all respects
subject to and governed by the terms of this Stock Option Agreement and of the
Plan.  The Grantee acknowledges receipt of the Plan and that the
provisions of the Plan are incorporated herein by reference in their
entirety.  In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail.

     

    2.           The Option
Price.  The purchase price of the shares of Common Stock
issuable upon exercise of the Option is the price specified in the Notice of
Grant, subject to adjustment as provided in the Plan (the “Option Price”), which
price is agreed to be not less than the Fair Market Value of the shares of
Common Stock on the Date of Grant.

     

    3.           Exercise of
Option.

     

    (a)           The
exercise of the Option and the acquisition, holding and disposition of the
shares of Common Stock shall be subject to the terms and provisions of the Plan
and this Stock Option Agreement.  Neither the Grantee nor the
Grantee's legal representatives, legatees or distributees shall be or be deemed
to be the holder of any of the shares of Common Stock unless and until the
Option shall have been duly exercised and certificates representing such shares
of Common Stock shall have been issued.  Upon payment of the Option
Price in accordance with the terms hereof, the shares of Common Stock shall be
fully paid and nonassessable.

     

    (b)           Except
as otherwise expressly provided in this Stock Option Agreement or the Plan, the
right to purchase shares of Common Stock under the Option shall vest and become
nonforfeitable in equal installments on each of the first, second, third and
fourth anniversaries of the Date of Grant (each, a “Vesting Date”); provided,
that the Grantee remains in Continuous Service on the applicable Vesting
Date.  The Option shall become exercisable at each
Vesting

     

     

     

    
      
         

      

      
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    Date for
the number of shares of Common Stock vesting at such date, and shall thereafter
remain exercisable as to such shares of Common Stock until it is exercised in
full or terminates; provided that in no event shall the Option be exercisable
after the expiration of ten years from the Date of Grant

     

     

    (c)           The
person at the time entitled to exercise the Option (the “Option Holder”) may
exercise the Option by delivering to the Corporation, not more than thirty
calendar days prior to the date upon which all or any portion of the Option is
to be exercised, written notice (the “Notice”) of his or her election to
exercise all or a part of the Option, which Notice shall specify the date for
the exercise of the Option and the number of shares of Common Stock in respect
of which the Option is to be exercised.  The date specified in the
Notice shall be a business day of the Corporation.  In the event that,
at the time an Option Holder desires to exercise an Option, the Corporation
shall have in effect an arrangement with a financial institution 
(the “Designated Broker”) providing facilities
for the exercise of Options and the payment of the Option Price, the Option
Holder may cause the Option to be exercised on his or her behalf by the
Designated Broker upon such terms and subject to such conditions as shall exist
as part of such arrangement.

     

     

    (d)           On
the date specified in the Notice, the Option Price of the shares of Common Stock
in respect of which the Option is exercised shall be paid in full by the Option
Holder, and the Corporation shall deliver to the Option Holder certificates
representing the number of Shares in respect of which the Option is being
exercised, registered in his name.  All or any portion of such payment
may be made in kind by the delivery of shares of Common Stock in the manner set
forth in section 8.6 of the Plan.

     

     

    (e)           Unless
a registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), permitting the sale and delivery of the shares of Common
Stock upon exercise of the Option shall be in effect at the date of such
exercise, the shares of Common Stock shall be issued only in reliance on the
Option Holder's representations made hereby and effective the date of such
issuance that such shares of Common Stock are being acquired for investment and
not with a present view to distribution; that the Option Holder understands that
the shares of Common Stock have not been registered under the Securities Act and
cannot be sold, transferred, pledged or hypothecated unless a registration
statement under the Securities Act is in effect with respect thereto or the
Corporation has received an opinion of counsel, satisfactory to it, to the
effect that such registration is not required; that the Option
Holder  has such knowledge and experience in financial and business
matters as is necessary to evaluate the risks of the investment represented by
the purchase of the shares of Common Stock and is able to bear the economic risk
of such investment; that the Option Holder  is purchasing the shares
of Common Stock based on an independent evaluation of the long-term prospects of
the Corporation; and that the Option Holder  has been furnished with
such financial and other information relating to the Corporation as the Option
Holder  has requested.  The Corporation may require, as a
condition of the issuance of any shares of Common Stock upon the exercise of the
Option, that the person exercising the Option execute and deliver to the
Corporation such certificates, agreements or other instruments as in the
judgment of the Corporation may be necessary or otherwise appropriate to assure
that the shares of Common Stock are issued in accordance with the Securities Act
and all other applicable laws and regulations and that the

     


    
      
         


      

      
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    certificates
representing the shares of Common Stock issued upon such exercise bear any
restrictive legend required for such purpose.  If, and to the extent
that, in the judgment of the Corporation the exercise of the Option may, under
applicable laws or regulations in effect at the time of exercise, subject the
Corporation to any obligation to withhold or pay amounts for federal, state,
local, social security, or any other taxes, the exercise of the Option and the
issuance of any shares of Common Stock thereunder shall be subject to such
conditions, including the payment of funds to the Corporation or the offset of
amounts otherwise payable by the Corporation, as the Corporation may determine
to be necessary or otherwise appropriate to satisfy such
obligation.

     

     

    4.           Adjustment of
Option.  The number of shares of Common Stock issuable upon
exercise of the Option, or the amount and kind of other securities issuable in
addition thereto or in lieu thereof upon the occurrence of certain events
specified in the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures specified therein.  Any
such adjustment shall be made to the nearest whole share, and no fractional
shares shall be issued as a result of any adjustment pursuant to this
Section.

     

     

    5.           Transfer of Option;
Termination of Employment.  Neither the Option nor any interest
therein shall be assignable or transferable except as expressly permitted by,
and in accordance with the applicable terms and conditions of, the
Plan.  Upon the Grantee’s cessation of Continuous Service for any
reason, subject to the applicable terms and conditions of this Stock Option
Agreement and the Plan, the Option may be exercised within the time limits set
forth in the Plan by the person or persons specified therein as to the number of
shares of Common Stock vested or exercisable as of the date of such cessation of
Continuous Service and any other portion of the Option shall be immediately
forfeited.

     

     

    6.           Miscellaneous.

     

     

    (a)           As
a condition of the grant of the Option, the Grantee hereby agrees, for himself
and his personal representatives, successors and assigns, that any dispute which
may arise under or as a result of the application of the terms and conditions of
this Stock Option Agreement or the Plan shall be determined by the Board or any
Committee thereof to whom the administration of the Plan is delegated
thereunder, which determination shall be final, binding and
conclusive.

     

     

    (b)           The
existence of the Option shall not be deemed to constitute or confer upon the
Option Holder any rights as a shareholder of the Corporation (including, without
limitation rights to dividends) until the Option Holder has given the Notice of
exercise of the Option, paid in full for such shares of Common Stock, been
issued certificates in the Option Holder’s name representing such shares of
Common Stock and, if applicable, has satisfied any other conditions imposed by
the Committee pursuant to the Plan, and shall not be deemed to affect in any way
the right or power of the Corporation or its shareholders to make or authorize
to be made (i) any adjustments, recapitalizations, reorganizations or other
changes in the capital structure or business of the Corporation, (ii) any merger
or consolidation of the Corporation with or into any other corporation or
entity, (iii) any issue of bonds, debentures or capital stock entitling the
holders thereof to rights, preferences or privileges superior to the holders of
shares

     


    
      
         


      

      
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    of Common
Stock in respect of such shares, (iv) the dissolution or liquidation of the
Corporation, or the sale or transfer of all or any part of its assets or
business or (v) any other corporate act or proceeding, whether of a similar
character or otherwise.

     

     

    (c)           Any
notification required by the terms of this Stock Option Agreement shall be given
in writing and shall be deemed effective upon personal delivery or within three
(3) days of deposit with the United States Postal Service, by registered or
certified mail, with postage and fees prepaid.  A notice shall be
addressed to the Corporation, Attention: General Counsel, at its principal
executive office and to the Grantee at the address that he or she most recently
provided to the Corporation.

     

     

    (d)           In
the event that the Option Holder shall at any time sell any of the shares of
Common Stock, he or she shall give written notice of such sale to the
Corporation not later than ten days after the date thereof, which notice shall
state the number of shares of Common Stock sold and the amount received upon
such sale.

     

     

                          (e)           This
Stock Option Agreement shall be binding upon and shall inure to the benefit of
any successor or assign of the Corporation and, to the extent provided herein
and in the Plan, shall be binding upon and inure to the benefit of the Grantee's
legal representatives, successors and assigns.

     

     

    (f)           Nothing
in this Stock Option Agreement or in the Plan shall confer upon the Grantee any
right to any future Awards and to continue in Continuous Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation, any Subsidiary or any Affiliate, which rights are
hereby expressly reserved by each, to terminate the Continuous Service of the
Grantee at any time and for any reason.

     

     

    (g)           This
Stock Option Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely in such State, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Stock
Option Agreement or the Plan to the substantive law of another
jurisdiction.

     

     

    (h)           No
waiver of any breach or condition of this Stock Option Agreement shall be deemed
to be a waiver of any other or subsequent breach or condition whether of like or
different nature.

     

     

    (i)           The
provisions of this Stock Option Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.

     

     

    (j)           Section
and sub-section headings are for convenient reference only and shall not control
or affect the meaning or construction of any of its provisions.

     

     

    (k)           This
Stock Option Agreement, together with the Notice of Grant and the Plan,
constitutes the entire agreement and understanding between the Corporation and
the

     


    
      
         


      

      
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    Grantee
relative to the subject matter hereof.  They supersede any other
agreements, representations or understandings (whether oral or written and
whether express or implied) which relate to the subject matter
hereof.  This Stock Option Agreement may be amended, modified or
superseded, except as otherwise expressly provided in the Plan, only by a
written instrument duly executed by the party or parties sought to be bound
thereby.

     

    


    


    


    


    Ulticom,
Inc.                                                                                            
Date________________

    


    


    (Employee
Name)                                                                                     Date________________

    


    


     

     

     

    
 


    
       

      
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