Exhibit 10.13


 


Form of Non-Employee Director Stock Option
Agreement


 


On October 21, 2004, Horizon PCS, Inc.
granted stock options to each of Lawrence Askowitz, Timothy Blitz, Anthony
Civale, Jeffrey Jones and Robert Katz pursuant to a non-qualified stock option
agreement in substantially the form attached hereto as Exhibit 10.13.


 





















 


NON-EMPLOYEE

DIRECTOR FORM


 


Exhibit A


 


NONQUALIFIED
STOCK OPTION AGREEMENT


FOR
NON-EMPLOYEE DIRECTORS


UNDER THE
HORIZON PCS, INC.


2004 STOCK
INCENTIVE PLAN


 


This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), made as of this       
day of                                     ,          , by
and between Horizon PCS, Inc. (the “Company”) and                                  
(the “Participant”) who is a non-employee
director of the Company.


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, pursuant to the Company’s 2004 Stock Incentive
Plan (the “Plan”), the Company desires to afford
the Participant the opportunity to acquire, or enlarge, his ownership of the
Company’s common stock (“Stock”), so
that he may have a direct proprietary interest in the Company’s success.


 


NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto hereby agree as follows:


 


1.                                       Grant of Option.  Subject to the term and conditions set forth
herein and in the Plan, which is attached hereto as Exhibit A, the Company
hereby grants to the Participant, during the period commencing on the date of
this Agreement and ending on the close of business on the day of the tenth
anniversary of the date hereof (the “Expiration Date”), the right
and option (the “Option”) to purchase from the
Company, at a price of $          
per share (the “Option Price”), an aggregate of                      
shares of Stock (the “Option Shares”).


 


2.                                       Limitation on Exercise of Option.  Subject to the terms and
conditions set forth herein and in the Plan, the Option will become vested and
exercisable with respect to 16.67% of the shares subject to the Option on the
six (6) month anniversary of the date of grant and as to an additional 16.67%
on each six (6) month anniversary thereafter until the Option is 100% vested; provided,
that, the Participant is then serving as a director of the Company.  Notwithstanding the foregoing, subject to the
limitations of the Plan, the Committee may accelerate the vesting and
exercisability of all or part of the Option at any time and for any
reason.  Upon the occurrence of a Change
in Control (as defined in the Plan), all Options shall become 100% vested and
exercisable; provided, that, the Participant is then serving as a
director of the Company.


 


3.                                       Termination of Service.  Upon a termination of the
Participant’s service, the Option shall remain exercisable as follows:


 


(a)                                  Upon
termination of the Participant’s service as a director of the Company for any
reason, the unvested portion of the Option shall terminate and cease to be
exercisable and


 


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the Participant or his estate
or legal beneficiaries in the case of his death, as applicable, may exercise
the vested portion of the Option, but only to the extent the Option was
exercisable immediately prior to termination of service, until the earlier of
the Expiration Date or the last day of the thirty (30) day period following
termination of service (or one (1) year period in the event his termination of
service is as a result of his death), and the Option shall thereafter terminate
and cease to be exercisable.


 


(b)                                 Participant
acknowledges and agrees that the continued vesting of the Option granted
hereunder is premised upon his provision of future services as a director of
the Company and the vesting of such Option shall not accelerate upon his
termination of service for any reason unless specifically provided for herein.


 


4.                                       Time and Method of
Exercising Option.  The
Option, to the extent vested, may be exercised, in whole or in part, by giving
written notice of exercise to the Company specifying the number of whole shares
of Stock to be purchased.  Such notice
shall be accompanied by the payment in full of the Option Price.  Such payment shall be made either: (i) in
cash at the time of purchase, (ii) by tendering shares of Stock (either by
actual delivery of shares or by attestation) that are acceptable to the
Committee and have been held by the Participant for at least six months prior
to the exercise, and were valued at Fair Market Value as of the day the shares
are tendered, (iii) in any combination of cash, shares, or attested
shares, as determined by the Committee in its sole discretion or (iv) to the
extent permitted by applicable law, Participant may elect to pay the Option
Price upon the exercise of an Option by irrevocably authorizing a third party
to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise
of the Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire Option Price and any tax withholding resulting from
such exercise.


 


5.                                       Issuance of Shares.  Except as otherwise provided in
the Plan, and subject to applicable law, as promptly as practical after receipt
of such written notification of exercise and full payment of the Option Price
and any required income tax withholding, the Company shall issue or transfer to
the Participant the number of Option Shares with respect to which Options have
been so exercised (less shares withheld in satisfaction of tax withholding
obligations, if any), and shall deliver to the Participant a certificate or
certificates therefore, registered in the Participant’s name.


 


6.                                       Non-Transferability.  The Option shall not be transferable by the
Participant other than by will or by the laws of descent and distribution, and
the Option shall be exercisable during the lifetime of the Participant only by
the Participant or his guardian or legal representative.  The terms of the Option shall be final,
binding and conclusive upon the beneficiaries, executors, administrators, heirs
and successors of the Participant.  Until
the Option has vested, shares subject to the Option shall not be sold, transferred
or otherwise disposed of, shall not be pledged or otherwise hypothecated and
shall not be subject to the claims of creditors.


 


7.                                       Adjustments.  Options may be adjusted or terminated in any
manner as contemplated by the Plan.


 


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8.                                       Rights as Shareholder.  The Participant or a transferee of the
Options shall have no rights as a shareholder with respect to any Option Shares
until he shall have become the holder of record of such shares, and no adjustment
shall be made for dividends or distributions or other rights in respect of such
Option Shares for which the record date is prior to the date upon which he
shall become the holder of record thereof.


 


9.                                       Compliance with Law.  Notwithstanding any of the provisions hereof,
the Participant hereby agrees that he will not exercise the Option, and that
the Company will not be obligated to issue or transfer any shares to the
Participant hereunder, if the Committee determines, in its sole discretion,
that the exercise of the Option or the issuance or transfer of the Option
Shares constitutes a violation by the Participant or the Company of any
provisions of any law or regulation of any governmental authority.  Such determination by the Committee shall be
final, binding and conclusive.  The
Company shall in no event be obliged to register any securities pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended) or to take
any other action in order to cause the exercise of the Option or the issuance
or transfer of Option Shares pursuant thereto to comply with any law or
regulation of any governmental authority.


 


10.                                 Notice.  Every notice or other communication relating
to this Agreement shall be in writing, and shall be mailed to or delivered to
the party for whom it is intended at such address as may from time to time be
designated by it in a notice mailed or delivered to the other party as herein
provided; provided, that, unless and until some other address be
so designated, all notices or communications by the Participant to the Company
shall be mailed or delivered to the Company at its principal executive office,
and all notices or communications by the Company to the Participant may be
given to the Participant personally or may be mailed to him at his address as
recorded in the records of the Company. 
Notwithstanding the foregoing, at such time as the Company institutes a
policy for delivery of notice by e-mail, notice may be given in accordance with
such policy.


 


11.                                 Nonqualified Stock Option.  The Option granted hereunder is not intended
to be an “incentive stock option” within the meaning of Section 422 of the
Code (“ISO”).


 


12.                                 Binding Effect.  Subject to Section 6 hereof, this
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


13.                                 No Right to Continued Service.  Nothing in this Agreement or in
the Plan shall confer upon the Participant any right to continue in the service
of the Company or shall interfere with or restrict in any way the rights of the
Company, which are hereby expressly reserved, to terminate the services of or
discharge the Participant at any time for any reason.


 


14.                                 Governing Law.  Except to the extent governed by the Delaware
General Corporation Law, this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Ohio without regard to
its conflict of law principles.


 


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15.                                 Plan.  The terms and provisions of the Plan are incorporated
herein by reference, and the Participant hereby acknowledges receiving a copy
of the Plan.  In the event of a conflict
or inconsistency between the terms and provisions of the Plan and the
provisions of this Agreement, the Plan shall govern and control.  All capitalized terms not defined herein
shall have the meaning ascribed to them as set forth in the Plan.


 


16.                                 Successors and Assigns.  The Company may assign any of its rights
under this Agreement.  This Agreement
shall be binding upon and inure to the benefit of the successors and assigns of
the Company.  Subject to the restrictions
on transfer set forth herein, this Agreement shall be binding upon the
Participant and the Participant’s heirs, executors, administrators, and legal
representatives.


 


17.                                 Gender and Number.  The masculine pronoun shall be deemed to
include the feminine, and words in the singular shall be deemed to include the
plural and the plural shall be deemed to include the singular, unless a
different meaning is plainly required by the context.


 


18.                                 Definitions.


 


(a)                                  The
term “Company” as used in this
Agreement with reference to service shall include the Company and its
Subsidiaries, as appropriate.


 


(b)                                 Whenever
the word “Participant” is used in
any provision of this Agreement under circumstances where the provision should
logically be construed to apply to the beneficiaries, the executors, the
administrators, or the person or persons to whom the Options may be transferred
by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include
such person or persons.


 


[Signature Page Follows]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


 


	
   

  	
  HORIZON PCS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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