Exhibit
10.2


 


TRAQ WIRELESS, INC. 1999
STOCK PLAN



NOTICE OF STOCK OPTION GRANT


 


You have been granted the following option to
purchase Common Stock of Traq Wireless, Inc. (the “Company”):


 




	
  Name
  of Optionee:

  	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
  Total
  Number of Shares Granted:

  	
   

  	
  «SHARES»

  
	
   

  	
   

  	
   

  
	
  Type
  of Option:

  	
   

  	
  «ISO» Incentive
  Stock Option

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «NSO» Nonstatutory
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price Per Share:

  	
   

  	
  $0.09

  
	
   

  	
   

  	
   

  
	
  Date
  of Grant:

  	
   

  	
  «GRANT»

  
	
   

  	
   

  	
   

  
	
  Date
  Exercisable:

  	
   

  	
  This
  option may be exercised, in whole or in part, for 100% of the Shares subject
  to this option at any time after the Date of Grant.

  
	
   

  	
   

  	
   

  
	
  Vesting
  Commencement Date:

  	
   

  	
  «VCD»

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  25%
  of the Shares shall be immediately vested. The Right of Repurchase shall
  lapse with respect to 2.0833% of the Shares subject to this option on the
  corresponding day of each calendar month after the Vesting Commencement Date,
  or to the extent such calendar month does not have the corresponding day, on
  the last day of any such calendar month, until the Right of Repurchase has lapsed
  as to all such Shares, subject to Optionee’s continued Service to the
  Company.

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
  Tenth
  anniversary of the Date of Grant.

  






 


By your signature and the signature of the Company’s
representative below, you and the Company agree that this option is granted
under and governed by the terms and conditions of the 1999 Stock Plan and the
Stock Option Agreement, both of which are attached to and made a part of this
document.


 


	
  OPTIONEE:

  	
   

  	
  TRAQ
  WIRELESS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  «Name»

  	
   

  	
  Title:

  	
   

  
	
  Print
  Name

  	
   

  	
   

  



 

















 


THE OPTION GRANTED PURSUANT
TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


TRAQ WIRELESS, INC. 1999
STOCK PLAN:

STOCK OPTION AGREEMENT


 


SECTION 1.  GRANT OF OPTION.


 


(a)                                  Option.  On the terms and conditions
set forth in the Notice of Stock Option Grant and this Agreement, the Company
grants to the Optionee on the Date of Grant the option to purchase at the
Exercise Price the number of Shares set forth in the Notice of Stock Option Grant.  The Exercise Price is agreed to be at least
100% of the Fair Market Value per Share on the Date of Grant (110% of Fair
Market Value if this option is designated as an ISO in the Notice of Stock
Option Grant and Section 3(b) of the Plan applies).  This option is intended to be an ISO or a
Nonstatutory Option, as provided in the Notice of Stock Option Grant.


 


(b)                                 Stock Plan and Defined Terms.  This option is granted
pursuant to the Plan, a copy of which the Optionee acknowledges having
received.  The provisions of the Plan are
incorporated into this Agreement by this reference.  Capitalized terms are defined in Section 14
of this Agreement.


 


SECTION 2.  RIGHT TO EXERCISE.


 


(a)                                  Exercisability.  Subject to Subsections (b) and
(c) below and the other conditions set forth in this Agreement, all or
part of this option may be exercised prior to its expiration at the time or
times set forth in the Notice of Stock Option Grant.  Shares purchased by exercising this option
may be subject to the Right of Repurchase under Section 7.


 


(b)                                 $100,000 Limitation.  If
this Option is designated as an ISO in the Notice of Stock Option Grant, then
the Optionee’s right to exercise this option shall be deferred to the extent
(and only to the extent) that this option otherwise would not be treated as an
ISO by reason of the $100,000 annual limitation under Section 422(d) of
the Code, except that the Optionee’s right to exercise this option shall no
longer be deferred if (i) the Company is subject to a Change in Control
before the Optionee’s Service terminates, (ii) this option does not remain
outstanding, (iii) this option is not assumed by the surviving corporation
or its parent and (iv) the surviving corporation or its parent does not
substitute an option with substantially the same terms for this option.


 

















 


(c)                                  Stockholder Approval.  Any other provision of this Agreement
notwithstanding, no portion of this option shall be exercisable at any time
prior to the approval of the Plan by the Company’s stockholders.


 


SECTION 3.  NO TRANSFER OR ASSIGNMENT OF OPTION.


 


Except as otherwise provided in this
Agreement, this option and the rights and privileges conferred hereby shall not
be sold, pledged or otherwise transferred (whether by operation of law or
otherwise) and shall not be subject to sale under execution, attachment, levy
or similar process.


 


SECTION 4.  EXERCISE PROCEDURES.


 


(a)                                  Notice
of Exercise.  The Optionee or the Optionee’s
representative may exercise this option by giving written notice to the Company
pursuant to Section 13(c).  The
notice shall specify the election to exercise this option, the number of Shares
for which it is being exercised and the form of payment.  The notice shall be signed by the person
exercising this option.  In the event
that this option is being exercised by the representative of the Optionee, the
notice shall be accompanied by proof (satisfactory to the Company) of the
representative’s right to exercise this option. 
The Optionee or the Optionee’s representative shall deliver to the
Company, at the time of giving the notice, payment in a form permissible under Section 5
for the full amount of the Purchase Price.


 


(b)                                 Issuance of Shares.  After receiving a proper
notice of exercise, the Company shall cause to be issued a certificate or
certificates for the Shares as to which this option has been exercised,
registered in the name of the person exercising this option (or in the names of
such person and his or her spouse as community property or as joint tenants
with right of survivorship).  The Company
shall cause such certificate or certificates to be deposited in escrow or
delivered to or upon the order of the person exercising this option.


 


(c)                                  Withholding Taxes.  In the event that the Company
determines that it is required to withhold any tax as a result of the exercise
of this option, the Optionee, as a condition to the exercise of this option,
shall make arrangements satisfactory to the Company to enable it to satisfy all
withholding requirements. The Optionee shall also make arrangements satisfactory
to the Company to enable it to satisfy any withholding requirements that may
arise in connection with the vesting or disposition of Shares purchased by
exercising this option.


 


SECTION 5.  PAYMENT FOR STOCK.


 


(a)                                  Cash.  All or part of the Purchase
Price may be paid in cash or cash equivalents.


 


(b)                                 Surrender of Stock.  All or any part of the
Purchase Price may be paid by surrendering, or attesting to the ownership of,
Shares that are already owned by the Optionee. Such Shares shall be surrendered
to the Company in good form for transfer and shall be valued at their Fair
Market Value on the date when this option is exercised.  The Optionee shall not surrender, or attest
to the ownership of, Shares in payment of the Purchase Price if such action


 


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would cause the Company to recognize compensation
expense (or additional compensation expense) with respect to this option for
financial reporting purposes.


 


(c)                                  Exercise/Sale.  If Stock is publicly traded,
all or part of the Purchase Price and any withholding taxes may be paid by the
delivery (on a form prescribed by the Company) of an irrevocable direction to a
securities broker approved by the Company to sell Shares and to deliver all or
part of the sales proceeds to the Company.


 


(d)                                 Exercise/Pledge.  If Stock is publicly traded,
all or part of the Purchase Price and any withholding taxes may be paid by the
delivery (on a form prescribed by the Company) of an irrevocable direction to
pledge Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan proceeds to the
Company.


 


SECTION 6.  TERM AND EXPIRATION.


 


(a)                                  Basic Term.  This option shall in any
event expire on the expiration date set forth in the Notice of Stock Option
Grant, which date is 10 years after the Date of Grant (five years after the
Date of Grant if this option is designated as an ISO in the Notice of Stock
Option Grant and Section 3(b) of the Plan applies).


 


(b)                                 Termination of Service (Except by Death).  If the Optionee’s Service
terminates for any reason other than death, then this option shall expire on
the earliest of the following occasions:


 


(i)                                     The expiration date
determined pursuant to Subsection (a) above;


 


(ii)                                  The date three months after
the termination of the Optionee’s Service for any reason other than Disability;
or


 


(iii)                               The date 12 months after the
termination of the Optionee’s Service by reason of Disability.


 


The Optionee may exercise all or part of this option
at any time before its expiration under the preceding sentence, but only to the
extent that this option had become exercisable before the Optionee’s Service
terminated. When the Optionee’s Service terminates, this option shall expire
immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Restricted Shares. In the event that
the Optionee dies after termination of Service but before the expiration of
this option, all or part of this option may be exercised (prior to expiration)
by the executors or administrators of the Optionee’s estate or by any person
who has acquired this option directly from the Optionee by beneficiary
designation, bequest or inheritance, but only to the extent that this option
had become exercisable before the Optionee’s Service terminated.


 


(c)                                  Death of the Optionee.  If the Optionee dies while
in Service, then this option shall expire on the earlier of the following
dates:


 


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(i)                                     The expiration date
determined pursuant to Subsection (a) above; or


 


(ii)                                  The date 12 months after the
Optionee’s death.


 


All or part of this option may be exercised at any
time before its expiration under the preceding sentence by the executors or
administrators of the Optionee’s estate or by any person who has acquired this
option directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that this option had become exercisable
before the Optionee’s death. When the Optionee dies, this option shall expire
immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Restricted Shares.


 


(d)                                 Leaves of Absence.  For any purpose under this
Agreement, Service shall be deemed to continue while the Optionee is on a bona
fide leave of absence, if such leave was approved by the Company in writing and
if continued crediting of Service for such purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company).


 


(e)                                  Notice Concerning ISO Treatment.  If this option is designated
as an ISO in the Notice of Stock Option Grant, it ceases to qualify for
favorable tax treatment as an ISO to the extent it is exercised (i) more
than three months after the date the Optionee ceases to be an Employee for any
reason other than death or Disability, (ii) more than 12 months after the
date the Optionee ceases to be an Employee by reason of Disability or (iii) after
the Optionee has been on a leave of absence for more than 90 days, unless the
Optionee’s reemployment rights are guaranteed by statute or by contract.


 


SECTION 7.  RIGHT OF REPURCHASE.


 


(a)                                  Scope
of Repurchase Right.  Unless they have become
vested in accordance with the Notice of Stock Option Grant and Subsection (c) below,
the Shares acquired under this Agreement initially shall be Restricted Shares
and shall be subject to a right (but not an obligation) of repurchase by the
Company. The Optionee shall not transfer, assign, encumber or otherwise dispose
of any Restricted Shares, except as provided in the following sentence.  The Optionee may transfer Restricted Shares (i) by
beneficiary designation, will or intestate succession or (ii) to the
Optionee’s spouse, children or grandchildren or to a trust established by the
Optionee for the benefit of the Optionee or the Optionee’s spouse, children or
grandchildren, provided in either case that the Transferee agrees in writing on
a form prescribed by the Company to be bound by all provisions of this
Agreement.  If the Optionee transfers any
Restricted Shares, then this Section 7 shall apply to the Transferee to
the same extent as to the Optionee.


 


(b)                                 Condition Precedent to Exercise.  The Right of Repurchase
shall be exercisable with respect to any Restricted Shares only during the
60-day period next following the later of:


 


(i)                                     The date when the Optionee’s
Service terminates for any reason, with or without cause, including (without
limitation) death or disability; or


 


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(ii)                                  The date when such
Restricted Shares were purchased by the Optionee, the executors or
administrators of the Optionee’s estate or any person who has acquired this
option directly from the Optionee by bequest, inheritance or beneficiary
designation.


 


(c)                                  Lapse of Repurchase Right.  The Right of Repurchase
shall lapse with respect to the Shares subject to this option in accordance
with the vesting schedule set forth in the Notice of Stock Option Grant. In
addition, the Right of Repurchase shall lapse and all of the remaining
Restricted Shares shall become vested if (i) the Company is subject to a
Change in Control before the Optionee’s Service terminates and (ii) the
Right of Repurchase is not assigned to the entity that employs the Optionee
immediately after the Change in Control or to its parent or subsidiary.


 


(d)                                 Repurchase Cost.  If the Company exercises the
Right of Repurchase, it shall pay the Optionee an amount equal to the Exercise
Price for each of the Restricted Shares being repurchased.


 


(e)                                  Exercise of Repurchase Right.  The Right of Repurchase
shall be exercisable only by written notice delivered to the Optionee prior to
the expiration of the 60-day period specified in Subsection (b) above.  The notice shall set forth the date on which
the repurchase is to be effected.  Such
date shall not be more than 30 days after the date of the notice. The
certificate(s) representing the Restricted Shares to be repurchased shall,
prior to the close of business on the date specified for the repurchase, be
delivered to the Company properly endorsed for transfer.  The Company shall, concurrently with the
receipt of such certificate(s), pay to the Optionee the purchase price
determined according to Subsection (d) above. Payment shall be made in
cash or cash equivalents or by canceling indebtedness to the Company incurred
by the Optionee in the purchase of the Restricted Shares.  The Right of Repurchase shall terminate with
respect to any Restricted Shares for which it has not been timely exercised
pursuant to this Subsection (e).


 


(f)                                    Additional Shares or Substituted Securities.  In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such
transaction distributed with respect to any Restricted Shares or into which
such Restricted Shares thereby become convertible shall immediately be subject
to the Right of Repurchase.  Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of the Restricted Shares.  Appropriate adjustments shall also, after
each such transaction, be made to the price per share to be paid upon the exercise
of the Right of Repurchase in order to reflect any change in the Company’s
outstanding securities effected without receipt of consideration therefor;
provided, however, that the aggregate purchase price payable for the Restricted
Shares shall remain the same.


 


(g)                                 Termination of Rights as Stockholder.  If the Company makes available, at the time
and place and in the amount and form provided in this Agreement, the
consideration for


 


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the Restricted Shares to be repurchased in
accordance with this Section 7, then after such time the person from whom
such Restricted Shares are to be repurchased shall no longer have any rights as
a holder of such Restricted Shares (other than the right to receive payment of
such consideration in accordance with this Agreement). Such Restricted Shares
shall be deemed to have been repurchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement.


 


(h)                                 Escrow.  Upon issuance, the
certificates for Restricted Shares shall be deposited in escrow with the
Company to be held in accordance with the provisions of this Agreement. Any
new, substituted or additional securities or other property described in
Subsection (f) above shall immediately be delivered to the Company to be
held in escrow, but only to the extent the Shares are at the time Restricted
Shares. All regular cash dividends on Restricted Shares (or other securities at
the time held in escrow) shall be paid directly to the Optionee and shall not
be held in escrow. Restricted Shares, together with any other assets or
securities held in escrow hereunder, shall be (i) surrendered to the
Company for repurchase and cancellation upon the Company’s exercise of its
Right of Repurchase or Right of First Refusal or (ii) released to the
Optionee upon the Optionee’s request to the extent the Shares are no longer
Restricted Shares (but not more frequently than once every six months). In any
event, all Shares which have vested (and any other vested assets and securities
attributable thereto) shall be released within 60 days after the earlier of (i) the
Optionee’s cessation of Service or (ii) the lapse of the Right of First
Refusal.


 


SECTION 8.  RIGHT OF FIRST REFUSAL.


 


(a)                                  Right
of First Refusal.  In the event that the
Optionee proposes to sell, pledge or otherwise transfer to a third party any
Shares acquired under this Agreement, or any interest in such Shares, the
Company shall have the Right of First Refusal with respect to all (and not less
than all) of such Shares.  If the
Optionee desires to transfer Shares acquired under this Agreement, the Optionee
shall give a written Transfer Notice to the Company describing fully the
proposed transfer, including the number of Shares proposed to be transferred,
the proposed transfer price, the name and address of the proposed Transferee
and proof satisfactory to the Company that the proposed sale or transfer will
not violate any applicable federal or state securities laws. The Transfer
Notice shall be signed both by the Optionee and by the proposed Transferee and
must constitute a binding commitment of both parties to the transfer of the
Shares. The Company shall have the right to purchase all, and not less than all,
of the Shares on the terms of the proposal described in the Transfer Notice
(subject, however, to any change in such terms permitted under Subsection (b) below)
by delivery of a notice of exercise of the Right of First Refusal within 30
days after the date when the Transfer Notice was received by the Company. The
Company’s rights under this Subsection (a) shall be freely assignable, in
whole or in part.


 


(b)                                 Transfer of Shares.  If the Company fails to
exercise its Right of First Refusal within 30 days after the date when it
received the Transfer Notice, the Optionee may, not later than 90 days
following receipt of the Transfer Notice by the Company, conclude a transfer of
the Shares subject to the Transfer Notice on the terms and conditions described
in the Transfer Notice, provided that any such sale is made in compliance with
applicable federal and state securities laws and not in violation of any other
contractual restrictions to which the Optionee is bound.  Any proposed transfer on terms and conditions
different from those described in the


 


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Transfer Notice, as well as any subsequent proposed
transfer by the Optionee, shall again be subject to the Right of First Refusal
and shall require compliance with the procedure described in Subsection (a) above.
If the Company exercises its Right of First Refusal, the parties shall
consummate the sale of the Shares on the terms set forth in the Transfer Notice
within 60 days after the date when the Company received the Transfer Notice (or
within such longer period as may have been specified in the Transfer Notice);
provided, however, that in the event the Transfer Notice provided that payment
for the Shares was to be made in a form other than cash or cash equivalents
paid at the time of transfer, the Company shall have the option of paying for
the Shares with cash or cash equivalents equal to the present value of the
consideration described in the Transfer Notice.


 


(c)                                  Additional Shares or Substituted Securities.  In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding securities without receipt of consideration, any new, substituted
or additional securities or other property (including money paid other than as
an ordinary cash dividend) which are by reason of such transaction distributed
with respect to any Shares subject to this Section 8 or into which such
Shares thereby become convertible shall immediately be subject to this Section 8.  Appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number and/or
class of the Shares subject to this Section 8.


 


(d)                                 Termination of Right of First Refusal.  Any other provision of this Section 8
notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Optionee desires to transfer Shares, the
Company shall have no Right of First Refusal, and the Optionee shall have no
obligation to comply with the procedures prescribed by Subsections (a) and
(b) above.


 


(e)                                  Permitted Transfers.  This Section 8 shall
not apply to (i) a transfer by beneficiary designation, will or intestate
succession or (ii) a transfer to the Optionee’s spouse, children or
grandchildren or to a trust established by the Optionee for the benefit of the
Optionee or the Optionee’s spouse, children or grandchildren, provided in
either case that the Transferee agrees in writing on a form prescribed by the
Company to be bound by all provisions of this Agreement.  If the Optionee transfers any Shares acquired
under this Agreement, either under this Subsection (e) or after the
Company has failed to exercise the Right of First Refusal, then this Section 8
shall apply to the Transferee to the same extent as to the Optionee.


 


(f)                                    Termination of Rights as Stockholder.  If the Company makes
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Shares to be purchased in accordance with
this Section 8, then after such time the person from whom such Shares are
to be purchased shall no longer have any rights as a holder of such Shares
(other than the right to receive payment of such consideration in accordance
with this Agreement).  Such Shares shall
be deemed to have been purchased in accordance with the applicable provisions
hereof, whether or not the certificate(s) therefor have been delivered as
required by this Agreement.


 


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SECTION 9.  LEGALITY OF INITIAL ISSUANCE.


 


No Shares shall be issued upon the exercise
of this option unless and until the Company has determined that:


 


(a)                                  It and the Optionee have
taken any actions required to register the Shares under the Securities Act or
to perfect an exemption from the registration requirements thereof;


 


(b)                                 Any applicable listing
requirement of any stock exchange or other securities market on which Stock is
listed has been satisfied; and


 


(c)                                  Any other applicable
provision of state or federal law has been satisfied.


 


SECTION 10.  NO REGISTRATION RIGHTS.


 


The Company may, but shall not be obligated
to, register or qualify the sale of Shares under the Securities Act or any
other applicable law. The Company shall not be obligated to take any
affirmative action in order to cause the sale of Shares under this Agreement to
comply with any law.


 


SECTION 11.  RESTRICTIONS ON TRANSFER.


 


(a)                                  Securities
Law Restrictions.  Regardless of whether the
offering and sale of Shares under the Plan have been registered under the
Securities Act or have been registered or qualified under the securities laws
of any state, the Company at its discretion may impose restrictions upon the
sale, pledge or other transfer of such Shares (including the placement of appropriate
legends on stock certificates or the imposition of stop-transfer instructions)
if, in the judgment of the Company, such restrictions are necessary or
desirable in order to achieve compliance with the Securities Act, the
securities laws of any state or any other law.


 


(b)                                 Market Stand-Off.  In connection with any
underwritten public offering by the Company of its equity securities pursuant
to an effective registration statement filed under the Securities Act,
including the Company’s initial public offering, the Optionee shall not
directly or indirectly sell, make any short sale of, loan, hypothecate, pledge,
offer, grant or sell any option or other contract for the purchase of, purchase
any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect
to, any Shares acquired under this Agreement without the prior written consent
of the Company or its underwriters. Such restriction (the “Market Stand-Off”)
shall be in effect for such period of time following the date of the final
prospectus for the offering as may be requested by the Company or such
underwriters. In no event, however, shall such period exceed 180 days.  The Market Stand-Off shall in any event
terminate two years after the date of the Company’s initial public offering. In
the event of the declaration of a stock dividend, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding securities without receipt of
consideration, any new, substituted or additional securities which are by
reason of such transaction distributed with respect to any Shares subject to
the Market Stand-Off, or into which such Shares thereby become convertible,
shall immediately be subject to the Market Stand-Off.  In order to enforce the Market Stand-Off, the
Company may impose stop-transfer instructions with respect to the Shares


 


8

















 


acquired under this Agreement until the end of the
applicable stand-off period. The Company’s underwriters shall be beneficiaries
of the agreement set forth in this Subsection (b). This Subsection (b) shall
not apply to Shares registered in the public offering under the Securities Act,
and the Optionee shall be subject to this Subsection (b) only if the
directors and officers of the Company are subject to similar arrangements.


 


(c)                                  Investment Intent at Grant.  The Optionee represents and
agrees that the Shares to be acquired upon exercising this option will be
acquired for investment, and not with a view to the sale or distribution
thereof.


 


(d)                                 Investment Intent at Exercise.  In the event that the sale
of Shares under the Plan is not registered under the Securities Act but an
exemption is available which requires an investment representation or other
representation, the Optionee shall represent and agree at the time of exercise
that the Shares being acquired upon exercising this option are being acquired
for investment, and not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed necessary or appropriate by
the Company and its counsel.


 


(e)                                  Legends.  All certificates evidencing
Shares purchased under this Agreement shall bear the following legend:


 


“THE
SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF
A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES
(OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE
COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE
SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE
COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY
OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”


 


All certificates evidencing Shares purchased under
this Agreement in an unregistered transaction shall bear the following legend
(and such other restrictive legends as are required or deemed advisable under
the provisions of any applicable law):


 


“THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.”


 


(f)                                    Removal of Legends.  If, in the opinion of the
Company and its counsel, any legend placed on a stock certificate representing
Shares sold under this Agreement is no longer


 


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required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.


 


(g)                                 Administration.  Any determination by the
Company and its counsel in connection with any of the matters set forth in this
Section 11 shall be conclusive and binding on the Optionee and all other
persons.


 


SECTION 12.  ADJUSTMENT OF SHARES.


 


In the event of any
transaction described in Section 8(a) of the Plan, the terms of this
option (including, without limitation, the number and kind of Shares subject to
this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of
the Plan. In the event that the Company is a party to a merger or
consolidation, this option shall be subject to the agreement of merger or
consolidation, as provided in Section 8(b) of the Plan.


 


SECTION 13.  MISCELLANEOUS PROVISIONS.


 


(a)                                  Rights
as a Stockholder.  Neither the Optionee nor the
Optionee’s representative shall have any rights as a stockholder with respect
to any Shares subject to this option until the Optionee or the Optionee’s
representative becomes entitled to receive such Shares by filing a notice of
exercise and paying the Purchase Price pursuant to Sections 4 and 5.


 


(b)                                 No Retention Rights.  Nothing in this option or in
the Plan shall confer upon the Optionee any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Company (or any Parent or Subsidiary employing or
retaining the Optionee) or of the Optionee, which rights are hereby expressly
reserved by each, to terminate his or her Service at any time and for any
reason, with or without cause.


 


(c)                                  Notice.  Any notice required by the
terms of this Agreement shall be given in writing and shall be deemed effective
upon personal delivery or upon deposit with the United States Postal Service,
by registered or certified mail, with postage and fees prepaid. Notice shall be
addressed to the Company at its principal executive office and to the Optionee
at the address that he or she most recently provided to the Company.


 


(d)                                 Entire Agreement.  The Notice of Stock Option
Grant, this Agreement and the Plan constitute the entire contract between the
parties hereto with regard 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.


 


(e)                                  Choice of Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
California, as such laws are applied to contracts entered into and performed in
such State.


 


SECTION 14.  DEFINITIONS.


 


(a)                                  “Agreement”  shall mean this Stock Option
Agreement.


 


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(b)                                 “Board of Directors” shall mean the Board of
Directors of the Company, as constituted from time to time or, if a Committee
has been appointed, such Committee.


 


(c)                                  “Change in Control” shall mean:


 


(i)                                     The consummation of a merger
or consolidation of the Company with or into another entity or any other
corporate reorganization, if persons who were not stockholders of the Company
immediately prior to such merger, consolidation or other reorganization own
immediately after such merger, consolidation or other reorganization 50% or
more of the voting power of the outstanding securities of each of (A) the
continuing or surviving entity and (B) any direct or indirect parent
corporation of such continuing or surviving entity; or


 


(ii)                                  The sale, transfer or other
disposition of all or substantially all of the Company’s assets.


 


A transaction shall not constitute a Change in
Control if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s securities
immediately before such transaction.


 


(d)                                 “Code”  shall mean the Internal
Revenue Code of 1986, as amended.


 


(e)                                  “Committee” shall mean a committee of
the Board of Directors, as described in Section 2 of the Plan.


 


(f)                                    “Company” shall mean Traq Wireless, Inc.,
a Delaware corporation.


 


(g)                                 “Consultant”  shall mean a person who
performs bona fide services for the Company, a Parent or a Subsidiary as a
consultant or advisor, excluding Employees and Outside Directors.


 


(h)                                 “Date of
Grant”  shall mean the
date specified in the Notice of Stock Option Grant, which date shall be the
later of (i) the date on which the Board of Directors resolved to grant
this option or (ii) the first day of the Optionee’s Service.


 


(i)                                     “Disability”  shall mean that the Optionee
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted, or can be expected to last, for a
continuous period of not less than 12 months.


 


(j)                                     “Employee” shall mean any individual
who is a common-law employee of the Company, a Parent or a Subsidiary.


 


(k)                                  “Exercise Price” shall mean the amount for
which one Share may be purchased upon exercise of this option, as specified in
the Notice of Stock Option Grant.


 


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(l)                                     “Fair Market Value” shall mean the fair market
value of a Share, as determined by the Board of Directors in good faith. Such
determination shall be conclusive and binding on all persons.


 


(m)                               “ISO”  shall mean an employee
incentive stock option described in Section 422(b) of the Code.


 


(n)                                 “Nonstatutory
Option”  shall mean a
stock option not described in Sections 422(b) or 423(b) of the Code.


 


(o)                                 “Notice
of Stock Option Grant”  shall mean the document so entitled to which this Agreement is
attached.


 


(p)                                 “Optionee”  shall mean the individual
named in the Notice of Stock Option Grant.


 


(q)                                 “Outside
Director”  shall mean a
member of the Board of Directors who is not an Employee.


 


(r)                                    “Parent”  shall mean any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.


 


(s)                                  “Plan” shall mean the Traq Wireless, Inc. 1999 Stock
Plan, as in effect on the Date of Grant.


 


(t)                                    “Purchase
Price”  shall mean the
Exercise Price multiplied by the number of Shares with respect to which this
option is being exercised.


 


(u)                                 “Restricted
Share”  shall mean a
Share that is subject to the Right of Repurchase.


 


(v)                                 “Right
of First Refusal”  shall mean the
Company’s right of first refusal described in Section 8.


 


(w)                               “Right
of Repurchase”  shall mean the
Company’s right of repurchase described in Section 7.


 


(x)                                   “Securities
Act”  shall mean the
Securities Act of 1933, as amended.


 


(y)                                 “Service”  shall mean service as an
Employee, Outside Director or Consultant.


 


(z)                                   “Share”  shall mean one share of
Stock, as adjusted in accordance with Section 8 of the Plan (if
applicable).


 


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(aa)                            “Stock” shall mean the Common Stock of the Company, with a par
value of $0.001 per Share.


 


(bb)                          “Subsidiary” shall mean any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.


 


(cc)                            “Transferee” shall mean any person to whom the Optionee has directly or indirectly
transferred any Share acquired under this Agreement.


 


(dd)                          “Transfer
Notice” shall mean the notice of a
proposed transfer of Shares described in Section 8.


 


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