Exhibit
      10.3

     

    INCENTIVE
      STOCK OPTION

    
 

    To:
      

    Name

    


     

    Address

    


    Date
      of
      Grant: 

    


    


    You
      are
      hereby granted an option, effective as of the date hereof, to purchase
      __________ shares of common stock, par value $0.001 (“Common Stock”), of
      GigaBeam Corporation, a Delaware corporation (the “Company”), at a price of
      $_____ per share pursuant to the Company’s 2004 Stock Option Plan (the “Plan”).


    


    This
      option shall terminate and is not exercisable after ten years from the date
      of
      its grant (the “Scheduled Termination Date”), except if terminated earlier as
      hereafter provided. 

    


    Your
      option may first be exercised on and after ______ year from the date of grant,
      but not before that time. On and after ______ year and prior to _____ years
      from
      the date of grant, your option may be exercised for up to ________ of the total
      number of shares subject to the option minus the number of shares previously
      purchased by exercise of the option (as adjusted for any change in the
      outstanding shares of the Common Stock of the Company by reason of a stock
      dividend, stock split, combination of shares, recapitalization, merger,
      consolidation, transfer of assets, reorganization, conversion or what the
      Committee deems in its sole discretion to be similar circumstances). Each
      succeeding year thereafter your option may be exercised for up to an additional
      ________ of the total number of shares subject to the option minus the number
      of
      shares previously purchased by exercise of the option (as adjusted for any
      change in the outstanding shares of the Common Stock of the Company by reason
      of
      a stock dividend, stock split, combination of shares, recapitalization, merger,
      consolidation, transfer of assets, reorganization, conversion or what the
      Committee deems in its sole discretion to be similar circumstances). Thus,
      this
      option is fully exercisable on and after _______ years after the date of grant,
      except if terminated earlier as provided herein.

    


    In
      the
      event of a “Change of Control” (as defined below) of the Company, your option
      may, and notwithstanding the immediately preceding paragraph, be exercised
      for
      up to 100% of the total number of shares then subject to the option minus the
      number of shares previously purchased upon exercise of the option (as adjusted
      for any change in the outstanding shares of the Common Stock of the Company
      by
      reason of a stock dividend, stock split, combination of shares,
      recapitalization, merger, consolidation, transfer of assets, reorganization,
      conversion or what the Committee deems in its sole discretion to be similar
      circumstances) and your vesting date will accelerate accordingly. A “Change of
      Control” shall be deemed to have occurred upon the happening of any of the
      following events:

    


    1. As
      a
      result of any transaction, any one stockholder becomes a beneficial owner,
      directly or indirectly, of securities of the Company representing more than
      40%
      of the Common Stock of the Company or the combined voting power of the Company’s
      then outstanding securities; or

    


    2. Any
      other
      event deemed to constitute a “Change of Control” by the Committee.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    You
      may
      exercise your option by giving written notice to the Secretary of the Company
      on
      forms supplied by the Company at its then principal executive office,
      accompanied by payment of the option price for the total number of shares you
      specify that you wish to purchase. The payment may be in any of the following
      forms: (a) cash, which may be evidenced by a check and includes cash received
      from a stock brokerage firm in a so-called “cashless exercise”; (b) (unless
      prohibited by the Committee) certificates representing shares of Common Stock
      of
      the Company, which will be valued by the Secretary of the Company at the fair
      market value per share of the Company’s Common Stock (as determined in
      accordance with the Plan) on the date of delivery of such certificates to the
      Company, accompanied by an assignment of the stock to the Company; or (c)
      (unless prohibited by the Committee) any combination of cash and Common Stock
      of
      the Company valued as provided in clause (b). The use of the so-called
      attestation procedure to exercise a stock option may be permitted by the
      Committee. Any assignment of stock shall be in a form and substance satisfactory
      to the Secretary of the Company, including guarantees of signature(s) and
      payment of all transfer taxes if the Secretary deems such guarantees necessary
      or desirable.

    


    Your
      option will, to the extent not previously exercised by you, terminate three
      months after the date on which your employment by the Company or a Company
      subsidiary corporation is terminated (whether such termination be voluntary
      or
      involuntary) other than by reason of disability as defined in Section 22(e)(3)
      of the Internal Revenue Code of 1986, as amended (the “Code”), and the
      regulations thereunder, or death, in which case your option will terminate
      one
      year from the date of termination of employment due to disability or death
      (but
      in no event later than the Scheduled Termination Date). After the date your
      employment is terminated, as aforesaid, you may exercise this option only for
      the number of shares which you had a right to purchase and did not purchase
      on
      the date your employment terminated. Provided you are willing to continue your
      employment for the Company or a successor after a Change of Control at the
      same
      compensation you enjoyed immediately prior to such Change of Control, if your
      employment is involuntarily terminated without cause after a Change of Control,
      you may exercise this option for the number of shares you would have had a
      right
      to purchase on the date of an acceleration event. If you are employed by a
      Company subsidiary corporation, your employment shall be deemed to have
      terminated on the date your employer ceases to be a Company subsidiary
      corporation, unless you are on that date transferred to the Company or another
      Company subsidiary corporation. Your employment shall not be deemed to have
      terminated if you are transferred from the Company to a Company subsidiary
      corpora-tion, or vice versa, or from one Company subsidiary corporation to
      another Company subsidiary corporation.

    


    If
      you
      die while employed by the Company or a Company subsidiary corporation, your
      executor or administrator, as the case may be, may, at any time within one
      year
      after the date of your death (but in no event later than the Scheduled
      Termination Date), exercise the option as to any shares which you had a right
      to
      purchase and did not purchase during your lifetime. If your employment with
      the
      Company or a Company parent or subsidiary corporation is terminated by reason
      of
      your becoming disabled (within the meaning of Section 22(e)(3) of the Code
      and
      the regulations thereunder), you or your legal guardian or custodian may at
      any
      time within one year after the date of such termination (but in no event later
      than the Scheduled Termination Date), exercise the option as to any shares
      which
      you had a right to purchase and did not purchase prior to such termination.
      Your
      executor, administrator, guardian or custodian must present proof of his
      authority satisfactory to the Company prior to being allowed to exercise this
      option.

    


    In
      the
      event of any change in the outstanding shares of the Common Stock of the Company
      by reason of a stock dividend, stock split, combination of shares,
      recapitalization, merger, consolidation, transfer of assets, reorganization,
      conversion or what the Committee deems in its sole discretion to be similar
      circumstances, the number and kind of shares subject to this option and the
      option price of such shares shall be appropriately adjusted in a manner to
      be
      determined in the sole discretion of the Committee. 

    


    In
      the event of a liquidation or proposed liquidation of the Company, including
      (but not limited to) a transfer of assets followed by a liquidation of the
      Company, or in the event of a Change of Control (as previously defined) or
      proposed Change of Control, the Committee shall have the right to require you
      to
      exercise this option upon thirty (30) days prior written notice to you. If
      at
      the time such written notice is given this option is not otherwise exercisable,
      the written notice will set forth your right to exercise this option even though
      it is not otherwise exercisable. In the event this option is not exercised
      by
      you within the thirty (30) day period set forth in such written notice, this
      option shall terminate on the last day of such thirty (30) day period,
      notwithstanding anything to the contrary contained in this
      option.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    This
      option is not transferable otherwise than by will or the laws of descent and
      distribution, and is exercisable during your lifetime only by you, including,
      for this purpose, your legal guardian or custodian in the event of disability.
      Until the option price has been paid in full pursuant to due exercise of this
      option and the purchased shares are delivered to you, you do not have any rights
      as a stockholder of the Company. The Company reserves the right not to deliver
      to you the shares purchased by virtue of the exercise of this option during
      any
      period of time in which the Company deems, in its sole discretion, that such
      delivery would violate a federal, state, local or securities exchange rule,
      regulation or law.

    


    Notwithstanding
      anything to the contrary contained herein, this option is not exercisable until
      all the following events occur and during the following periods of
      time:

    


    (a) Until
      the
      Plan pursuant to which this option is granted is approved by the stockholders
      of
      the Company in the manner prescribed by the Code and the regulations
      thereunder;

    


    (b) Until
      this option and the optioned shares are approved and/or registered with such
      federal, state and local regulatory bodies or agencies and securities exchanges
      as the Company may deem necessary or desirable; 

    


    (c) During
      any period of time in which the Company deems that the exercisability of this
      option, the offer to sell the shares optioned hereunder, or the sale thereof,
      may violate a federal, state, local or securities exchange rule, regulation
      or
      law, or may cause the Company to be legally obligated to issue or sell more
      shares than the Company is legally entitled to issue or sell; or

    


    (d) Until
      you
      have paid or made suitable arrangements to pay (which may include payment
      through the surrender of Common Stock, unless prohibited by the Committee)
      (i)
      all federal, state and local income tax withholding required to be withheld
      by
      the Company in connection with the option exercise and (ii) the employee's
      portion of other federal, state and local payroll and other taxes due in
      connection with the option exercise.

    


    The
      following two paragraphs shall be applicable if, on the date of exercise of
      this
      option, the Common Stock to be purchased pursuant to such exercise has not
      been
      registered under the Securities Act of 1933, as amended, and under applicable
      state securities laws, and shall continue to be applicable for so long as such
      registration has not occurred:

    


    (a) The
      optionee hereby agrees, warrants and represents that he will acquire the Common
      Stock to be issued hereunder for his own account for investment purposes only,
      and not with a view to, or in connection with, any resale or other distribution
      of any of such shares, except as hereafter permitted. The optionee further
      agrees that he will not at any time make any offer, sale, transfer, pledge
      or
      other disposition of such Common Stock to be issued hereunder without an
      effective registration statement under the Securities Act of 1933, as amended,
      and under any applicable state securities laws or an opinion of counsel
      acceptable to the Company to the effect that the proposed transaction will
      be
      exempt from such registration. The optionee shall execute such instruments,
      representations, acknowledgments and agreements as the Company may, in its
      sole
      discretion, deem advisable to avoid any violation of federal, state, local
      or
      securities exchange rule, regulation or law.

    


    (b) The
      certificates for Common Stock to be issued to the optionee hereunder shall
      bear
      the following legend:

    


    “The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, or under applicable state securities laws.
      The shares have been acquired for investment and may not be offered, sold,
      transferred, pledged or otherwise disposed of without an effective registration
      statement under the Securities Act of 1933, as amended, and under any applicable
      state securities laws or an opinion of counsel acceptable to the Company that
      the proposed transaction will be exempt from such registration.”

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    The
      foregoing legend shall be removed upon registration of the shares bearing the
      legend under the Securities Act of 1933, as amended, and under any applicable
      state laws or upon receipt of any opinion of counsel acceptable to the Company
      that said registration is no longer required.

    


    The
      sole
      purpose of the agreements, warranties, representations and legend set forth
      in
      the two immediately preceding paragraphs is to prevent violations of the
      Securities Act of 1933, as amended, and any applicable state securities
      laws.

    


    It
      is the
      intention of the Company and you that this option shall, if possible, be an
      “Incentive Stock Option” as that term is used in Section 422(b) of the Code and
      the regulations thereunder. In the event this option is in any way inconsistent
      with the legal requirements of the Code or the regulations thereunder for an
      “Incentive Stock Option,” this option shall be deemed automatically amended as
      of the date hereof to conform to such legal requirements, if such conformity
      may
      be achieved by amendment. To the extent that the number of shares subject to
      this option which are exercisable for the first time exceed the $100,000
      limitation contained in Section 422(d) of the Code, this option will not be
      considered an Incentive Stock Option.

     

    Nothing
      herein shall modify your status as an at-will employee of the Company. Further,
      nothing herein guarantees you employment for any specified period of time.
      This
      means that either you or the Company may terminate your employment at any time
      for any reason, with or without cause, or for no reason. You recognize that,
      for
      instance, you may terminate your employment or the Company may terminate your
      employment prior to the date on which your option becomes vested or exercisable.
      

     

    


    Any
      dispute or disagreement between you and the Company with respect to any portion
      of this option or its validity, construction, meaning, performance or your
      rights hereunder shall be settled by arbitration in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association or its
      successor, as amended from time to time. However, prior to submission to
      arbitration you will attempt to resolve any disputes or disagreements with
      the
      Company over this option amicably and informally, in good faith, for a period
      not to exceed two weeks. Thereafter, the dispute or disagreement will be
      submitted to arbitration. At any time prior to a decision from the arbitrator(s)
      being rendered, you and the Company may resolve the dispute by settlement.
      You
      and the Company shall equally share the costs charged by the American
      Arbitration Association or its successor, but you and the Company shall
      otherwise be solely responsible for your own respective counsel fees and
      expenses. The decision of the arbitrator(s) shall be made in writing, setting
      forth the award, the reasons for the decision and award and shall be binding
      and
      conclusive on you and the Company. Further, neither you nor the Company shall
      appeal any such award. Judgment of a court of competent jurisdiction may be
      entered upon the award and may be enforced as such in accordance with the
      provisions of the award.

    


    This
      option shall be subject to the terms of the Plan in effect on the date this
      option is granted, which terms are hereby incorporated herein by reference
      and
      made a part hereof. In the event of any conflict between the terms of this
      option and the terms of the Plan in effect on the date of this option, the
      terms
      of the Plan shall govern. This option constitutes the entire understanding
      between the Company and you with respect to the subject matter hereof and no
      amendment, supplement or waiver of this option, in whole or in part, shall
      be
      binding upon the Company unless in writing and signed by the President of the
      Company. This option and the performances of the parties hereunder shall be
      construed in accordance with and governed by the laws of the State of
      Delaware.

     

    Please
      sign the copy of this option and return it to the Company's Secretary, thereby
      indicating your understanding of and agreement with its terms and
      conditions.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    
      	 	 	GigaBeam Corporation
	 	 	 
	 	 	By:  ______________________________________


    

    


    I
      hereby
      acknowledge receipt of a copy of the foregoing stock option and the Plan, and
      having read them hereby signify my understanding of, and my agreement with,
      their terms and conditions.
      I
      accept
      this option in full satisfaction of any previous written or verbal promises
      made
      to me by the Company with respect to option grants.

    
 

    
      	 	 	 
	(Signature)	 	(Date)
	 	 	 


    

     

    
      
         

      

      
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