Exhibit 10.8


 


TANGOE, INC.


2005 STOCK INCENTIVE 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. 2005 Stock Incentive 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) or Non-Incentive Stock
Option (Non-ISO), is noted on the attached Exhibit A.


 


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 (given as provided in paragraph 8 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 on Exhibit A, 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 6 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)


 

















 


Stock Option Award Agreement 


Tangoe, Inc. 2005 Stock Incentive Plan


 


with the consent of the Committee, any other form of consideration
permitted under Section 6(g) 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 right to
exercise the Option pursuant to the terms and conditions set forth in Section 6
of the Plan.


 


7.             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.


 


8.             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.


 


9.             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.


 


10.          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.


 


11.          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.


 

















 


Stock
Option Award Agreement


Tangoe,
Inc. 2005 Stock Incentive Plan


 


12.          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.


 


13.          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.


 


14.          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.


 


15.          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.


 


16.          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 


Tangoe,
Inc. 2005 Stock Incentive 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.

2005 STOCK INCENTIVE PLAN


 


Exhibit A

Stock Option Award Details


 


This Option shall have, and be interpreted according to, the following
terms, subject to the provisions of the Plan:


 


	
  Name of Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type of Stock Option:

  	
  x

  	
  Incentive Stock Option (ISO)

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Non-Incentive Stock Option

  
	
   

  	
   

  	
   

  
	
  Number of Shares subject to Option:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Option Exercise Price per Share:

  	
  $0.35

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Start Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
  o

  	
         years after Grant Date

  
	
   

  	
   

  	
   

  
	
   

  	
  x

  	
         10 years after Grant Date

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
  (Establishes the Participant’s rights to exercise
  this Option with respect to the Number of Shares stated above.)

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
         % on Vesting Start Date.

  
	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  25% on the first annual anniversary date of the Vesting Start Date
  (the “First Anniversary Date”).

  
	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  2.0833% on each monthly anniversary date of the First Anniversary
  Date.

  
				



 


Note:  Vesting may accelerate
upon the happening of certain events, as provided in the Plan.


 

















 


TANGOE, INC.

2005 STOCK INCENTIVE PLAN


 


Exhibit B

Plan Document


 

















 


TANGOE, INC.

2005 STOCK INCENTIVE 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 2005 Stock Incentive 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:

  	
   

  
	
   

  	
   

  	
   

  
	
  Sworn to before me this

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
          day of                      ,
  20      

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  County of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  State of