Exhibit
10.1


 


SABRE COMMUNICATIONS HOLDINGS, INC.


NONQUALIFIED STOCK OPTION PLAN


 


A.  Purpose and Scope


 


The purposes of this Plan are to encourage stock ownership by key
management employees of Sabre Communications Holdings, Inc., a Delaware
Corporation (herein called the “Corporation”) and its Subsidiaries, to provide
an incentive for such employees to expand and improve the profits and
prosperity of the Corporation and its Subsidiaries, and to assist the
Corporation and its Subsidiaries in attracting and retaining key personnel
through the grant of Options to purchase shares of the Corporation’s common
stock.


 


B.  Definitions


 


1.               “Board” shall mean the Board
of Directors of the Corporation.


 


2.               “Code” shall mean the
Internal Revenue Code of 1954, as amended.


 


3.               “Committee” shall mean the
Stock Option Plan Committee, which is appointed by the Board, and which shall
be composed of persons appointed by the Board.


 


4.               “Option” shall mean a right
to purchase Stock, granted pursuant to the Plan.


 


5.               “Option Price” shall mean
the purchase price for Stock under an Option, as determined in Section F
below.


 


6.               “Participant” shall mean an
employee of the Corporation, or of any Subsidiary of the Corporation, to whom
an Option is granted under the Plan.


 


7.               “Plan” shall mean this Sabre
Communications Holdings, Inc., Stock Option Plan.


 


8.               “Stock” shall mean the
common stock of the Corporation, par value $0.01.


 


9.               “Subsidiary” shall mean a
subsidiary corporation of the Corporation, as defined in §§425(f) and 425(g) of
the Code.


 


C.  Stock to be Optioned


 


Subject to the provisions of Section M of the Plan, the maximum
number of shares of Stock that may be optioned or sold under the Plan is 91,304 shares.  Such shares may be treasury, or authorized,
but unissued, shares of Stock of the Corporation.


 


D.  Administration


 


The
Plan shall be administered by the Committee appointed by the Board.  A majority of the members of the Committee
shall constitute a quorum for the transaction of business.  The Committee shall be responsible to the
Board for the operation of the Plan, and shall make recommendations to the
Board with respect to participation in the Plan by employees of the Corporation
and its Subsidiaries, and with respect to the extent of that participation.  No member of the Board or the Committee shall
be liable for any action or determination made by him in good faith.


 

















 


E.  Eligibility


 


The Board, upon recommendation of the
Committee, may grant Options to any key management employee (including an
employee who is a director or an officer) of the Corporation or its
Subsidiaries.  Options may be awarded by
the Board at any time and from time to time to new Participants, or to then
Participants, or to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Board, upon recommendation by the
Committee shall determine.  Options
granted at different times need not contain similar provisions provided such
terms for option grants conform to all relevant provisions of the stock holder,
subscription and registration agreements and bylaws of the Corporation as may
be amended from time to time.


 


All Stock acquired by the Participant upon
exercise of the Option (the “Option Shares”) will be subject to the stock
holder, subscription and registration agreements and bylaws of the Corporation
as may be amended from time to time.


 


F.  Option Price


 


The purchase price for Stock under each Option shall be 100 percent of
the fair market value of the Stock, as agreed by the Board of Directors, at the
time the Option is granted, but in no event less than the par value of the
Stock.


 


G.  Terms and
Conditions of Options


 


Options granted pursuant to the Plan shall be authorized by the Board
and shall be evidenced by agreements in such form as the Board, upon
recommendation of the Committee, shall from time to time approve.  Such agreements shall comply with and be
subject to the following terms and conditions:


 


1.  Employment Agreement. 
The Board may, in its discretion, include in any Option granted under the
Plan a condition that the Participant shall agree to remain in the employ of,
and to render services to, the Corporation or any of its Subsidiaries for a
period of time (specified in the agreement following the date the Option is
granted).  The granting of options under
this plan does not impose upon the Corporation, or its subsidiaries, any
obligation to employ the participant for any period of time. Employment or
management agreements, if any, shall be governed by separate agreements between
the parties.


 


2.  Time and Method of Payment.  The Option Price shall be paid in full in
cash at the time an Option is exercised under the Plan, unless the Participant
has notified the Corporation of its desire to utilize a cashless exercise as
further described in Section N below. 
A Participant shall have none of the rights of a shareholder until
shares are issued to him, and no adjustment will be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.


 


3.  Number of Shares. 
Each Option shall state the total number of shares of Stock to which it
pertains.


 


4.  Option Period and Limitations on Exercise of Options.  Except as provided in the Option agreement,
an Option may be exercised in whole or in part at any time during its
term.  No 


 


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Option may be exercised after the expiration of 10 years from the date
it is granted.  No Option may be
exercised for a fractional share of Stock.


 


5.  Time of Exercise of Option.


 


i.              Vesting
Schedule.  The Board may, in its
discretion, provide that an Option may vest at different times or upon certain
events specified in the Option agreement. 
At the adoption of this Option Plan, the vesting schedule shall
otherwise be as follows: The Option shall become exercisable for 20% of the
Shares on the date of the Option, and on each May 10th thereafter, so that the Option will be fully
exercisable on May 10, 2010.  Until
it expires or is terminated as provided in this Plan or in the Option
agreement, the Option may be exercised from time to time to purchase whole
shares as to which it has become exercisable.


 


ii.             Change
of Control.  Notwithstanding anything
else to the contrary in this Plan, the Option shall become fully exercisable
upon the occurrence of a Change of Control as defined in this section.  For purposes of this Agreement, “Change of
Control” shall mean the occurrence of approval by the Board of any of the
following events:


 


(a)     any
consolidation, merger or plan of share exchange involving the Corporation (a “Merger”)
as a result of which the holders of outstanding securities of the Corporation
ordinarily having the right to vote for the election of directors (“Voting
Securities”) immediately prior to the Merger do not continue to hold at least
50% of the combined voting power of the outstanding Voting Securities of the
surviving or continuing corporation immediately after the Merger.


 


(b)  any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, the assets of the Corporation; or


 


(c)  the adoption of any plan or
proposal for the liquidation or dissolution of the Corporation, Except as such
liquidation or dissolution relates to a Merger that results in holders of
Voting Securities immediately prior to the Merger continuing to hold at least
50% of the combined voting power of the outstanding Voting Securities of the
surviving or continuing corporation immediately after the merger.


 


6.  Restrictions on Transfer of Shares.  Any shares purchased under this Option will
be subject to the restrictions on transfer included in this Plan, as well as
those restrictions included in the Corporation’s articles of incorporation and
any buy-sell agreement, stockholder agreement, stock transfer agreement,
registration rights or similar agreement then in effect between the Corporation
and holders of at least a majority of the Corporation’s outstanding common
stock, and the Optionee agrees to become a party to any such agreement.  Copies of such agreements are available for
review at the Corporation’s headquarters.


 


H.  Termination
of Employment


 


Except as provided in Section I below, if a Participant ceases to
be employed by the Corporation or any of its Subsidiaries, his Options shall
terminate immediately; provided, however,
that if a Participant’s cessation of employment with the Corporation and its
Subsidiaries is due to his retirement with the consent of the Corporation or
any of its Subsidiaries, the Participant may, at any time within three months
after such cessation of employment, exercise his Options to the 


 


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extent that he was entitled to exercise them on the date of cessation
of employment, but in no event shall any Option be exercisable more than 10
years from the date it was granted.  The
Committee may cancel an Option during the three-month period referred to in
this paragraph, if the Participant engages in employment or activities
contrary, in the opinion of the Committee, to the best interests of the
Corporation or any of its Subsidiaries. 
The Committee shall determine in each case whether a termination of
employment shall be considered a retirement with the consent of the Corporation
or a Subsidiary, and, subject to applicable law, whether a leave of absence
shall constitute a termination of employment. 
Any such determination of the Committee shall be final and conclusive,
unless overruled by the Board.


 


I.  Rights in
Event of Retirement or Death


 


Upon retirement, with the approval of the Corporation, the participant
has 3 months following the date of retirement to exercise any unexercised
vested options that were exercisable at the time of retirement or during the 3
months following retirement.


 


If a Participant dies while employed by the Corporation or any of its
Subsidiaries, and without having fully exercised vested Options, the executors
or administrators, or legatees or heirs, of this estate shall have the right to
exercise such Options to the extent that such deceased Participant was entitled
to exercise the Options on the date of his death; provided, however, that in no event shall the Options be
exercisable more than 10 years from the date they were granted.


 


J.  Corporation
Repurchase Option


 


If the Optionee ceases to be employed by the Corporation for any
reason, or no reason, with or without cause, including death or disability, the
Corporation shall have an irrevocable, exclusive option (the “Repurchase Option”)
for a period of 120 days from the date of termination of employment to purchase
any shares of Stock acquired by the Optionee upon exercise of the Option (“Option
Shares”).  The right of the Corporation
under the Repurchase Option to purchase any part of the Option Shares may be
assigned in whole or in part to any person or persons designated by the Board
of Directors of the Corporation.  The
Repurchase Option shall be exercised by the Corporation by delivering to
Optionee (or to Optionee’s executors or administrators, if applicable) a written
notice of exercise and a check for the original purchase price paid by
Optionee, provided, however, that in the case of death or retirement with the
consent of the Corporation, the price shall be fair market value of the Option
Shares as determined by the Board of Directors of the Corporation. Upon
delivery of such notice and payment of the purchase price, the Corporation
shall become the legal and beneficial owner of the Option Shares, as
applicable, being repurchased and all rights and interest therein or related
thereto, and the Corporation shall have the right to transfer to its own name
the Option Shares being purchased without further action by Optionee.  The rights of the Corporation under this
section shall terminate upon the completion by the Corporation of a public
offering of Common Stock registered under the Securities Act of 1933.


 


K.  No
Obligations to Exercise Option


 


The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.


 


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L.             Nonassignability


 


Options shall not be transferable other than by will or by the law of
descent and distribution, and during a Participant’s lifetime shall be
exercisable only by such Participant.


 


M.  Effect of
Change in Stock Subject to the Plan


 


The
aggregate number of shares of Stock available for Options under the Plan, the
shares subject to any Option and the price per share shall proportionately be
adjusted for any increase or decrease in the number of issued shares of Stock
subsequent to the effective date of the Plan resulting from (1) a
subdivision or consolidation of shares or any other capital adjustment, (2) the
payment of a stock dividend, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Corporation.


 


Nothing
in this section shall be construed as providing the Participant with respect to
either the Option granted under this plan or Option Shares any protection
against dilution as a result of additional invested capital in the Corporation
or its Subsidiaries or as a result of a merger or consolidation.


 


If
the Corporation shall be the surviving corporation in any merger or
consolidation, any Option shall pertain, apply, and relate to the securities to
which a holder of the number of shares of Stock subject to the Option would
have been entitled after the merger or consolidation.


 


If
the Corporation is not the surviving corporation, all Options outstanding under
the Plan shall terminate; provided, however,
that each Participant (and each other person entitled under Section I to
exercise an Option) shall have the right, immediately prior to such dissolution
or liquidation, or such merger or consolidation, to exercise such Participant’s
Options in whole or in part, but only to the extent that such Options are
otherwise exercisable under the terms of the Plan.


 


N.  Method of Exercise of Option


 


The
Option may be exercised only by notice in writing from the Optionee to the
Corporation of the Optionee’s binding commitment to purchase shares, specifying
the number of shares the Optionee desires to purchase under the Option and the
date on which the Optionee agrees to complete the transaction, which may not be
more than 30 days after delivery of the notice, and, if required to comply with
the Securities Act of 1933, containing a representation that it is the Optionee’s
intention to acquire the shares for investment and not with a view to
distribution.


 


Upon
notification by the Board of Directors of a Change of Control,  Optionee shall deliver to the Corporation,
within 10 days of such notice, a declaration of intent to utilize a cash or
cashless exercise.


 


i.              Cash Exercise.  In the event Optionee has elected to utilize
the cash exercise, on or before the date specified for completion of the
purchase, the Optionee must pay the Corporation the full purchase price of
those shares in cash or by check.  No
shares shall be issued until full payment for the shares has been made,
including all amounts owed for tax withholding. 
The Optionee shall, immediately upon notification of the amount due, if
any, pay to the Corporation in cash or by check amounts necessary to satisfy
any applicable federal, state and 


 


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local
tax withholding requirements.  If
additional withholding is or becomes required (as a result of exercise of the
Option) beyond any amount deposited before delivery of the certificates, the
Optionee shall pay such amount to the Corporation, in cash or by check, on
demand.  If the Optionee fails to pay the
amount demanded, the Corporation or its Subsidiary may withhold that amount
from other amounts payable to the Optionee, including salary, bonus,
commissions or other cash compensation, subject to applicable law.


 


ii.             Cashless Exercise.


 


(a)           In the event Optionee has elected to
utilize the cashless exercise, the Corporation shall issue to the Optionee, the
number of Shares determined as follows:


 


X = Y [(A-B)/A]


 


where: X = the number of Shares to be issued
to the Optionee.


 


Y = the number of Shares with respect to which this
Option is being exercised.


 


A = the Fair Value of one common share as of the
exercise date.


 


B = the Exercise Price then in effect.


 


(b)           “Fair Value.” The final prospectus
price; the value of the consideration upon the closing of a Change in Control;
or fair value as approved by the Board.


 


(c)           The
Optionee shall pay to the Corporation in cash or by check amounts necessary to
satisfy any applicable federal, state and local tax withholding requirements as
a result of the cashless exercise.  If
additional withholding is or becomes required (as a result of exercise of the
Option) beyond any amount deposited before delivery of the certificates, the
Optionee shall pay such amount to the Corporation, in cash or by check, on
demand.  If the Optionee fails to pay the
amount demanded, the Corporation or its Subsidiary may withhold that amount
from other amounts payable to the Optionee, including salary, bonus,
commissions or other cash compensation, subject to applicable law.


 


O.  Amendment and
Termination


 


The
Board, by resolution, may terminate, amend, or revise the Plan with respect to
any shares as to which Options have not been granted.  Neither the Board nor the Committee may,
without the consent of the holder of an Option, alter or impair any Option
previously granted under the Plan, except as authorized herein.  Unless sooner terminated, the Plan shall
remain in effect for a period of 10 years from the date of the Plan’s adoption
by the Board.  Termination of the Plan shall
not affect any Option previously granted.


 


P.  Agreement and Representation of Employees


 


As a condition to the exercise of any portion of an Option, the
Corporation may require the person exercising such Option to represent and
warrant at the time of such exercise that any shares of Stock acquired at
exercise are being acquired only for investment and without any 


 


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present intention to sell or distribute such shares, if, in the opinion
of counsel for the Corporation, such a representation is required under the
Securities Act of 1933 or any other applicable law, regulation, or rule of
any governmental agency.


 


As
provided for in the stockholders’ agreement of the Corporation, a legend,
substantially in the form set forth below, shall be placed on the certificates
representing any shares of Stock owned by the Participant:


 


The
shares represented by this certificate (1) Have not been registered under
the Securities Act of 1933, as amended, or registered or qualified under any
state securities lay, and may not be sold or otherwise transferred except in
compliance with such laws, and (2) are subject to the rights and
restrictions contained in the stockholders agreement dated as of May 9,
2006 copy of which is on file with the secretary of the issuer hereof


 


Q.  Reservation of Shares of Stock


 


The Corporation, during the term of this Plan, will at all times
reserve and keep available, and will seek or obtain from any regulatory body
having jurisdiction any requisite authority necessary to issue and to sell, the
number of shares of Stock that shall be sufficient to satisfy the requirements
of this Plan.  The inability of the
Corporation to obtain from any regulatory body having jurisdiction the
authority deemed necessary by counsel for the Corporation for the lawful
issuance and sale of its Stock hereunder shall relieve the Corporation of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.


 


R.
 Effective Date of Plan


 


The
Plan shall be effective as of May 10, 2006.


 


S.             Governing
Law


 


Sabre
Communications Holding, Inc. Nonqualified Stock Option Plan will be
governed by the laws of the state of Iowa, without regard to its conflict of
laws principles and the agreed jurisdiction for any dispute regarding the terms
hereof shall be in the United States District Court for the District of
Delaware and the Chancery of the State of Delaware (and of the appropriate
appellate courts therefrom).


 


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