Exhibit 10.22


 


STOCK OPTION AGREEMENT 

UNDER THE ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN


 


(Nonqualified Stock Option – California Optionees)


 


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 B 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).


 


8.                                      Conversion:  In accordance with the Company’s
Certificate of Incorporation, you have the right, following (or in conjunction
with) your Option exercise and acquisition of the Shares, to convert, at your
discretion, your Shares of Class B Common Stock into Class A Common
Stock. Upon conversion the Company will immediately issue one share of Class A
Common in exchange for one share of Class B Common.


 

















 


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.                                    Optionee
Representations. By accepting the Option grant you represent and warrant to
the Company as follows:


 


(a)                                  you understand that neither the Option grant nor the underlying
shares of Common Stock have been registered under the Securities Act of 1933,
as amended (the “Securities Act”), in reliance upon an exemption therefrom; you
were not offered or granted the Option directly or indirectly, by means of any form of
general solicitation or general advertisement, including the following: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar medium or broadcast over television or radio or (ii) any
seminar or other meeting whose attendees had been invited by general solicitation
or general advertising.


 


(b)                                 you are acquiring the Option and potentially the
Common Stock for investment for your own account and not with the view to the
public resale or distribution thereof within the Securities Act and you have no
present intention of selling, granting any participation in, or otherwise
distributing the Common Stock; and


 


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(c)                                  either (i) you are an “accredited investor” as
defined in Rule 501(a) of Regulation D promulgated under the Securities
Act or (ii) you have such knowledge and experience in financial and
business matters that you are capable of evaluating the merits and risks of
acquiring the Securities.


 


I.                                         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.


 


J.                                      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.


 


K.                                    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 sections G. and H.
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: