exv10w25



 





Exhibit 10.25








N O N-Q U A L I F I E D
  S T O C K  O P T I O N




Non-transferable




G R A N T  TO




(The “Optionee”)




the right to purchase from AirGate PCS, Inc. (the “Company”)




shares of its common stock, par value $0.01 per share (the “Stock”), at the
price of




per share




pursuant to and subject to the provisions of the AirGate 2001 Non-Executive
Stock Option Plan (the “Plan”) and to the terms and conditions set forth on the
reverse hereof. By accepting the Options, the Optionee shall be deemed to have
agreed to the terms and conditions set forth in this Agreement and the Plan.



IN WITNESS WHEREOF, AirGate PCS, Inc., acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the day and
year first above written.



	 	 	 	 	 
	 	 	AIRGATE PCS, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Its: Authorized Officer
	 
	 	 	 	 
	

	 	 	 	Option Grant Date:







 









 






     1. Grant of Option. AirGate PCS, Inc. (the “Company”) hereby grants to
the Optionee named on the reverse hereof (“Optionee”), under the AirGate PCS,
Inc. 2001 Non-Executive Stock Option Plan (the “Plan”), Nonqualified Stock
Options to purchase from the Company (the “Options”), on the terms and
conditions set forth in this agreement (this “Agreement”), the number of shares
indicated on the reverse hereof of the Company’s $0.01 par value common stock
(the “Stock”), at the exercise price per share set forth on the reverse hereof.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Plan.



     2. Vesting of Options. The Options shall vest (become exercisable) in
accordance with the following schedule:



Vesting Schedule




	 	 	 	 	 
	Years of Continuous	 	 
	Status as an Employee	 	Percent of Option
	after Date of Grant
	 	Shares Vested

	Less than 1
	 	 	0	%
	1
	 	 	25	%
	2
	 	 	50	%
	3
	 	 	75	%
	4
	 	 	100	%







       For purposes of computing the number of Optioned Shares which Optionee has
a right to acquire by exercise of these Options in accordance with the vesting
schedule set forth above, fractional shares shall be disregarded and the next
lower whole number of shares shall be used, rounding all fractions downward.



     3. Period of Options and Limitations on Right to Exercise. The Options
will, to the extent not previously exercised, lapse upon the earliest to occur
of the following circumstances:



       (a) 5:00 p.m., Eastern Time, on the tenth anniversary of the Date of Grant
(the “Expiration Date”).



       (b) Three months after the termination of Optionee’s employment for any
reason other than (i) for Cause (as defined below) or (ii) by reason of
Optionee’s death or Disability (as defined in Section 3.1 of the Plan).



       (c) Six months after the date of the termination of Optionee’s employment
by reason of Disability (as defined in Section 3.1 of the Plan).



       (d) Six months after the date of Optionee’s death, if Optionee dies while
employed, or during the three-month period described in subsection (b) above or
during the six-month period described in subsection (c) above and before the
Options otherwise lapse. Upon Optionee’s death, the Options may be exercised
by Optionee’s beneficiary.



       Notwithstanding any provision in the Plan or this Agreement to the
contrary, if Optionee is terminated for Cause (as defined below), Optionee
shall forfeit the right to exercise the Options as to all shares then subject
to the Options, whether or not vested at that time.



       For the purposes of this Agreement, the term “Cause” has the meaning
assigned to such term in any employment agreement between Optionee and the
Company, or if there is no such employment agreement in effect, “Cause” means
(1) continued neglect in the performance of duties assigned to Optionee (other
than for a reason beyond the control of Optionee), or (2) egregious and willful
misconduct by Optionee in connection with his or her employment, including
without limitation, dishonesty or the continued intentional abuse of the
Company’s customers or employees, or (3) Optionee’s final conviction of a
felonious crime, or (4) repeated instances of drug or alcohol abuse or
unauthorized absences by Optionee during scheduled work hours, or (5)
Optionee’s repeated material failure to meet reasonable performance criteria as
established by the Company or any Parent or Subsidiary of the Company and
communicated to Optionee.



       The Board may, prior to the lapse of the Options under the circumstances
described in paragraphs (b), (c) and (d) above, extend the time to exercise the
Options as determined by the Board in writing. If Optionee returns to
employment with the Company during the designated post-termination exercise
period, then Optionee shall be restored to the status Optionee held prior to
such termination but no vesting credit will be earned for any period Optionee
was not an employee. If Optionee or his or her beneficiary exercises an Option
after termination of service, the Options may be exercised only with respect to
the shares that were otherwise vested on Optionee’s termination of service.



     4. Exercise of Option. The Options shall be exercised by (a) written
notice directed to the Secretary of the Company or his or her designee at the
address and in the form specified by the Secretary from time to time and (b)
payment to the Company in full for the Stock subject to such exercise. If the
person exercising an Option is not Optionee, such person shall also deliver
with the notice of exercise appropriate proof of his or her right to exercise
the Option. Payment for such Stock shall be in (a) cash, (b) shares of Stock
previously acquired by the purchaser which have been held by the purchaser for
at least six months, or (c) any combination thereof, for the number of shares
specified in such written notice. The Fair Market Value of surrendered Stock
shall be the average of the high and low market prices reported in The Wall
Street Journal at which a share of Stock shall have been sold on the last
trading day immediately prior to the exercise date.



     5. Beneficiary Designation. Optionee may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of Optionee hereunder
and to receive any distribution with respect to the Options upon Optionee’s
death. A beneficiary, legal guardian, legal representative, or other person
claiming any rights hereunder is subject to all terms and conditions of this
Agreement and the Plan, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or
survives Optionee, the Options may be exercised by the legal representative of
Optionee’s estate, and payment shall be made to Optionee’s estate. Subject to
the foregoing, a beneficiary designation may be changed or revoked by Optionee
at any time provided the change or revocation is filed with the Company.



     6. Withholding. The Company has the authority and the right to deduct or
withhold, or require Optionee to remit to the Company, an amount sufficient to
satisfy federal, state, and local taxes (including Optionee’s FICA obligation)
required by law to be withheld with respect to any taxable event arising as a
result of the exercise of the Options. Such withholding requirement may be
satisfied, in whole or in part, at the election of the Company, by withholding
from the Options shares of Stock having a Fair Market Value on the date of
withholding equal to the minimum amount (and not any greater amount) required
to be withheld for tax purposes, all in accordance with such procedures as the
Secretary establishes.



     7. Limitation of Rights. The Options do not confer to Optionee or
Optionee’s beneficiary designated pursuant to Paragraph 5 any rights of a
shareholder of the Company unless and until shares of Stock are in fact issued
to such person in connection with the exercise of the Options. Nothing in this
Agreement shall interfere with or limit in any way the right of the Company or
any Parent or Subsidiary to terminate Optionee’s service at any time, nor
confer upon Optionee any right to continue in the service of the Company or any
Parent or Subsidiary.



     8. Stock Reserve. The Company shall at all times during the term of this
Agreement reserve and keep available such number of shares of Stock as will be
sufficient to satisfy the requirements of this Agreement.



     9. Restrictions on Transfer and Pledge. No right or interest of Optionee
in the Options may be pledged, encumbered, or hypothecated to or in favor of
any party other than the Company or a Parent or Subsidiary, or shall be subject
to any lien, obligation, or liability of Optionee to any other party other than
the Company or a Parent or Subsidiary. The Options are not assignable or
transferable by Optionee other than by will or the laws of descent and
distribution or pursuant to a domestic relations order that would satisfy
Section 414(p)(1)(A) of the Code if such Section applied to an Option under the
Plan; provided, however, that the Committee may (but need not) permit other
transfers where the Committee concludes that such transferability (i) does not
result in accelerated taxation and (ii) is otherwise appropriate and desirable,
taking into account any factors deemed relevant, including without limitation,
state or federal tax or securities laws applicable to transferable options.
The Options may be exercised during the lifetime of the Optionee only by
Optionee or any permitted transferee.



     10. Restrictions on Issuance of Shares. If at any time the Board shall
determine in its discretion, that listing, registration or qualification of the
shares of Stock covered by the Options upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to the exercise of
the Options, the Options may not be exercised in whole or in part unless and
until such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Board.



     11. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Agreement and this Agreement shall be governed by and
construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and determinative.



     12. Successors. This Agreement shall be binding upon any successor of the
Company, in accordance with the terms of this Agreement and the Plan.



     13. Severability. If any one or more of the provisions contained in this
Agreement are invalid, illegal or unenforceable, the other provisions of this
Agreement will be construed and enforced as if the invalid, illegal or
unenforceable provision had never been included.



     14. Notice. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or certified
United States mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to:


AirGate PCS, Inc.

Harris Tower, Suite 1700

233 Peachtree Street, NE

Atlanta, Georgia 30303

Attn: Secretary



or any other address designated by the Company in a written notice to Optionee.
Notices to Optionee will be directed to the address of Optionee then currently
on file with the Company, or at any other address given by Optionee in a
written notice to the Company.