Exhibit 10.21


 


STOCK OPTION AGREEMENT 

UNDER THE
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


AMENDED
AND RESTATED 2000 STOCK INCENTIVE PLAN


 


(Nonqualified Stock Option – Employees/Consultants)


 


	
  To:  

  	
   

  	
   

  



 


You have been granted a nonqualified stock option (your
“Option”) under the ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED Amended and
Restated 2000 Stock Incentive Plan (the “Plan”), a copy of which Plan is
attached. The key terms of your Option are as follows:


 


1.                                      Shares: Class A Common Stock


 


2.                                      Number of Shares:                                  .


 


3.                                      Exercise Price:  $                       
per share.


 


4.                                      Types of Option:  Nonqualified
Stock Option (NQSO).


 


5.                                      Option
Grant Date: 
                       .


 


6.                                      Expiration Date:                    ,
unless sooner terminated.


 


7.                                      Vesting:  Your Option
vests and becomes exercisable according to the following schedule, beginning
with the Vesting Start Date of                        :


 


	
  Years of Continuous Employment

  or other Service Relationship From 

  Vesting Start Date

  	
   

  	
  Portion of Total Option 

  That is Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 1 year

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  1 year

  	
   

  	
  40

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2 years

  	
   

  	
  60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  3 years

  	
   

  	
  80

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  4 years

  	
   

  	
  100

  	
  %

  



 


In addition to the vesting schedule described above,
your Option will become 100% vested and nonforfeitable in the event of certain
Corporate Transactions (as defined in the Plan).


 


The above points summarize the key features of your
Option. Your Option is also governed by the terms of the Plan and the attached
Appendix of Terms and Conditions, both of which are incorporated into this
Option Agreement by reference. Please acknowledge your receipt and acceptance
of these items by signing and returning the attached Acceptance and
Acknowledgement.


 

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ICO GLOBAL COMMUNICATIONS 

  (HOLDINGS) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 

















 


STOCK
OPTION AGREEMENT


APPENDIX
OF TERMS AND CONDITIONS


 


Your
Option is subject to all the terms and provisions of the Plan, as tailored by
your Option Agreement and this Appendix of Terms and Conditions. Capitalized
terms not defined in your Option Agreement and this Appendix have the meanings
provided in the Plan.


 


A.            Termination of Employment. Upon your
termination of employment or other service relationship with the Company, the
unvested portion of your Option expires. You may continue to exercise the
vested portion of your Option for a period of three months following your
termination, unless the termination was for Cause, or attributable to your
death or Total Disability, as described below. If your employment or other
service relationship terminates for Cause (as defined in the Plan), the
unexercised portion of your Option expires immediately, both unvested and
vested portions.


 


If your employment or other service relationship with
the Company terminates because of your Total Disability, you may continue to
exercise the vested portion of your Option for 12 months (instead of the
regular three months) following the termination, but in no event beyond the
original Expiration Date. Similarly, if you die while still working for the
Company, your heirs or estate may exercise the vested portion of your Option
for a period of 12 months following your death. Upon your death within three
months following a termination of employment or other service relationship (or
within 12 months, if termination is due to Total Disability), your estate or
heirs will have 12 months following the date of your death to exercise the
vested portion of your Option.


 


B.            Option Exercise. You may exercise your
Option by giving written notice to the Company, using the attached sample form
or other documentation substantially similar and satisfactory to the Company.


 


C.            Form of Payment. Your written exercise
notice must be accompanied by full payment of the exercise price for the number
of shares you are purchasing. You may pay your Option exercise price in cash,
with a cashier’s check, or a personal check, unless the Plan Administrator
determines at the time of exercise not to accept a personal check. At the
complete discretion of the Administrator, alternative forms of payment (such as
cashless exercises) may be accepted.


 


D.            Tax Consequences. Your Option is
intended as a Nonqualified Stock Option (NQSO). Upon exercise of your Option,
and receipt of shares of Common Stock, you will have taxable income for federal
income tax reporting purposes, in an amount equal to the Fair Market Value of
the shares, measured at the time of exercise, less the Exercise Price you paid.
The income constitutes compensation, taxed at ordinary income rates. Upon your
ultimate sale of the shares, the resulting gain or loss will constitute capital
gain or loss, taxed at short or long-term capital gain rates, depending on
whether you have held the shares for at least a year. The tax rules associated
with options can be complex. The Company is not providing tax advice, and the
preceding is provided only as background information. You should consider
obtaining personal tax consulting before exercising your Option or selling the
resulting shares. Further, the 


 


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tax laws generally described above are in effect as of your Option
Grant Date and are subject to change.


 


E.             Withholding Taxes. To the extent the
exercise of your Option generates taxable income, the income may trigger
withholding tax obligations for the Company. The Company has the right to
retain, without notice, sufficient shares to satisfy these obligations, as well
as withhold other amounts the Company may owe you. Alternatively, the Company
may refrain from issuing shares to you until acceptable arrangements have been
made to enable the Company to satisfy its withholding obligation.


 


F.             Nontransferability of Option. During
your lifetime only you can exercise your Option. Your Option is not
transferable, except by will or by the applicable laws of descent and
distribution. Following your death, the Plan provides that your Option may be
exercised by your heirs or the personal representative of your estate.


 


G.            Registration / Stock Legend. As
described in Section 15 of the Plan, various federal and state securities laws
must be satisfied before the Company can issue shares to you upon the exercise
of your Option. By signing below, you acknowledge that you have read Section 15
and understand this condition. Also, the certificates you receive for shares
upon exercise of your Option may possess the following legend or its
equivalent:


 


The securities
represented by this certificate have not been registered under the Securities
Act of 1933, as amended (the “Act”), and may not be sold, assigned, offered or
otherwise transferred unless (a) there is an effective registration
statement under the Act, or (b) the Company receives an opinion of legal
counsel for the holder of these securities (concurred in by legal counsel for
the Company) stating that the transaction is exempt from registration or the
Company otherwise satisfies itself that the transaction is exempt from
registration.


 


H.            Effect on Employment. By signing below
and acknowledging receipt of your Option Agreement, you acknowledge that the
Plan is discretionary in nature, and the Company may suspend or terminate it at
any time, and that your Option does not entitle you to additional option grants
or continued employment or service with the Company, or limit the Company’s
ability (or your ability) to terminate employment or services at any time. You
also acknowledge that the future value of the underlying shares is unknown and
cannot be predicted with certainty, and if the underlying shares do not
increase in value, then your Option may have no value.


 


I.              Governing Law; Attorneys Fees. The
Plan, this Option Agreement and this Appendix are governed by the laws of the
State of Washington. If any provision of these documents is held to be invalid
by a court having jurisdiction, the remaining terms will remain in full force
and effect. In the event of any arbitration or litigation concerning your
Option, each party will pay its own court costs and attorney fees, and the
prevailing party shall not be entitled to recover those costs and fees from the
non-prevailing party.


 


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J.             Binding Effect. The terms and
conditions expressed in this Option Agreement and corresponding Appendix will
inure to the benefit of the successors and assigns of the Company and will be
binding upon you and your heirs, executors, administrators, successors and
assigns.


 


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ACCEPTANCE AND ACKNOWLEDGEMENT


 


I, as resident of the State of                                ,
accept the Nonqualified Stock Option described in the Option Agreement dated                                 ,
the corresponding Appendix of Terms and Conditions and the ICO Global
Communications (Holdings) Limited Amended and Restated 2000 Stock Incentive
Plan (all of which are collectively referred to as the “Option Documents”). I
also acknowledge receipt of a copy of the Option Documents. I have reviewed the
Option Documents and am aware of their terms, particularly section G. of the
Appendix entitled, “Registration / Stock Legend.”


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature of
  Optionee

  



 


 


By his or her signature below, the spouse of the
Optionee, if such Optionee is legally married as of the date of this Agreement,
acknowledges that having read this Agreement and the Plan, and being familiar
with the terms and provisions thereof, agrees to be bound by all the terms and
conditions of this Agreement and the Plan.


 


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Spouse’s
  Signature  

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name

  



 


 


By his or her signature below, the Optionee represents
that he or she is not legally married as of the date of this Agreement.


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature of
  Optionee

  



 

















 


Notice of Exercise of Nonqualified Stock Option


 


To:  ICO Global Communications (Holdings) Limited


 


I, a
resident of the State of                         ,
hereby exercise my Nonqualified Stock Option granted pursuant to the Option
Agreement, dated                         .
Specifically, I am notifying the Company of my desire to purchase              
shares of Common Stock (or a successor class of stock) of the Company at the
exercise price of $                 
per share.


 


I
hereby represent and agree that the exercise of my Option, and the shares I
receive, are subject to the provisions the Option Agreement, the corresponding
Appendix of Terms and Conditions and the ICO Global Communications (Holdings) Limited Amended and Restated 2000
Stock Incentive Plan (all of which are collectively referred to as the “Option
Documents”).


 


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Taxpayer I.D.
  Number

  	
  Signature of
  Optionee

  
	
   

  	
  Address: