EX-10.19



 





EXHIBIT
10.19




PERFORMANCE-VESTING

NON-QUALIFIED STOCK OPTION AGREEMENT

2006 Trader Acquisition Corp

Stock Incentive Plan




     THIS AGREEMENT (this “Agreement”), is made effective as of the                      day of                     , 20     
(hereinafter called the “Date of Grant”), between Trader Acquisition Corp, a Delaware corporation
(hereinafter called the “Company”), and                      (hereinafter called the “Participant”):



R E C I T A L S:




     WHEREAS, the Company has adopted the Trader Acquisition Corp 2006 Stock Incentive Plan
(the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement.
Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and



     WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its shareholders to grant the option provided for herein to the Participant pursuant to the
Plan and the terms set forth herein.



     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:



     1. Grant of the Option. The Company hereby grants to the Participant the right and
option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any
part of an aggregate of                      Shares, subject to adjustment as set forth in the Plan. The
purchase price of the Shares subject to the Option shall be $      (the “Option Price”). The Option
is intended to be a non-qualified stock option, and is not intended to be treated as an option that
complies with Section 422 of the Internal Revenue Code of 1986, as amended.



     2. Vesting.



          (a) Subject to the Participant’s continued Employment with the Company, the Option shall vest
and become exercisable pursuant to the terms contained in Schedule A, attached hereto. At
any time, the portion of the Option which has become vested and exercisable as described above (or
pursuant to Section 2(c) below) is hereinafter referred to as the “Vested Portion.”




          (b) If the Participant’s Employment with the Company is terminated for any reason, the Option
shall, to the extent not then vested and exercisable, be canceled by the




 









 




Company without consideration and the Vested Portion of the Option shall remain exercisable
for the period set forth in Section 3(a).




          (c) Notwithstanding any other provisions of this Agreement to the contrary, in the event of a
Change in Control or Exit Event the Option shall, to the extent not then vested and not previously
canceled, vest as follows:





The Option shall vest and become exercisable in full as of immediately prior to the
Change in Control or Exit Event if, as a result of the Change in Control or Exit
Event, SLP and its Affiliates receive greater than 2.5 times their initial equity
investment in the Company as of Closing (as defined in the Agreement and Plan of
Merger, dated July 30, 2006, by and between IPC Acquisition Corp., Trader
Acquisition Corp and Trader Merger Corp).



     3. Exercise of Option.



          (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the
Participant may exercise all or any part of the Vested Portion of the Option at any time prior to
the earliest to occur of:





     (1) the seventh anniversary of the Date of Grant;




     (2) one year following the date of the Participant’s termination of Employment
due to death or “Disability”;




     (3) 180 days following the date of the Participant’s termination of Employment
by the Company without “Cause” or by the Participant for “Good Reason”;




     (4) 60 days following the date of the Participant’s termination of Employment
by the Participant without “Good Reason”; and




     (5) the date of the Participant’s termination of Employment by the Company for
“Cause.”



     For purposes of this Agreement:



     “Cause” shall mean the Participant’s (i) willful failure or refusal to perform the
Participant’s duties which failure or refusal is not cured within 10 days following receipt by the
Participant of written notice from the Company describing such failure or refusal, (ii) commission
of acts constituting a felony or a crime involving moral turpitude, (iii) willful malfeasance or
misconduct which is demonstrably injurious to the Company or any of its Subsidiaries or Affiliates,
or (iv) breach of the material terms of any agreement with the Company or SLP or any of their
respective Subsidiaries or Affiliates, including without limitation any non-competition,
non-solicitation or confidentiality provisions;



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     “Disability” shall mean the Participant’s becoming physically or mentally incapacitated and
consequent inability for a period of six (6) months in any twelve (12)-consecutive month period to
perform the Participant’s duties to the Company; and



     “Good Reason” shall mean the occurrence of (i) a substantial diminution in the Participant’s
position or duties, an adverse change in Participant’s reporting lines, or the assignment of duties
materially inconsistent with the Participant’s position, or (ii) failure of the Company to pay base
salary and annual bonus when due, which, in the case of either (i) or (ii) above, is not cured
within 30 days following the Company’s receipt of written notice from the Participant describing
the event giving rise to Good Reason; and provided that, in each case, the Participant must
have notified the Company in writing of the event constituting Good Reason not later than 60 days
following the later to occur of the occurrence of the event constituting Good Reason or the
Participant’s actual knowledge thereof.



          (b) Method of Exercise.





     (1) Subject to Section 3(a), the Vested Portion of the Option may be exercised
by delivering to the Company at its principal office written notice of intent to so
exercise; provided that the Option may be exercised with respect to whole
Shares only. Such notice shall specify the number of Shares for which the Option is
being exercised and shall be accompanied by payment in full of the Option Price.
The payment of the Option Price may be made at the election of the Participant (i)
in cash or its equivalent (e.g., by check), (ii) in Shares having a Fair Market
Value equal to the aggregate Option Price for the Shares being purchased, which may
include having Shares withheld by the Company having a Fair Market Value equal to
the aggregate Exercise Price from Shares that would have otherwise been received by
the Participant upon exercise, in each case subject to such rules and requirements
as the Committee may adopt from time to time in order to avoid adverse accounting
treatment applying generally accepted accounting principles, (iii) partly in cash
and partly in such Shares, or (iv) if there is a public market for the Shares at
such time, subject to such rules as may be established by the Committee, through the
delivery of irrevocable instructions to a broker to sell Shares obtained upon the
exercise of the Option and to deliver promptly to the Company an amount out of the
proceeds of such Sale equal to the aggregate Option Price for the Shares being
purchased. No Participant shall have any rights to dividends or other rights of a
stockholder with respect to Shares subject to an Option until the Participant has
given written notice of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the Committee pursuant to
the Plan.




     (2) Notwithstanding any other provision of the Plan or this Agreement to the
contrary, the Option may not be exercised prior to the completion of any
registration or qualification of the Option or the Shares under applicable state and
federal securities or other laws, or under any ruling or regulation of any
governmental body or national securities exchange that the Committee shall in its
sole discretion determine to be necessary or advisable.



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     (3) Upon the Company’s determination that the Option has been validly exercised
as to any of the Shares, the Company shall issue certificates in the Participant’s
name for such Shares. However, the Company shall not be liable to the Participant
for damages relating to any delays in issuing the certificates to him, any loss of
the certificates, or any mistakes or errors in the issuance of the certificates or
in the certificates themselves.




     (4) In the event of the Participant’s death, the Vested Portion of the Option
shall remain exercisable by the Participant’s executor or administrator, or the
person or persons to whom the Participant’s rights under this Agreement shall pass
by will or by the laws of descent and distribution as the case may be, to the extent
set forth in Section 3(a). Any heir or legatee of the Participant shall take rights
herein granted subject to the terms and conditions hereof.



          (c) As a condition to exercising the Option, the Participant shall become a party to the
Trader Acquisition Corp Management Stockholders Agreement dated as of September 29, 2006 (the
“Stockholders Agreement”). This Option and the Shares acquirable by its exercise will be subject
to the terms of such Stockholders Agreement and such other agreements as may be entered into
between the Participant and the Company (or to which Participant may be deemed to be a party)
governing the terms under which the Participant holds this Option and any Shares acquirable by its
exercise.




          (d) As a condition to the exercise of the Option, the Participant shall be required to certify
in a manner acceptable to the Committee (and shall be deemed to have certified), that, at the time
of exercise, the Participant is in compliance with the terms and conditions of the Plan and this
Agreement, including Appendix A to this Agreement, and that, at the time of exercise, the
Participant has not engaged in any Restricted Activities (as defined in Section 12).




     4. No Right to Continued Employment. The granting of the Option evidenced hereby and
this Agreement shall impose no obligation on the Company or any Affiliate to continue the
Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right
to terminate the Employment of such Participant.



     5. Legend on Certificates. The certificates representing the Shares purchased by
exercise of the Option shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and
any applicable federal or state laws, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.



     6. Transferability. The Option may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the
laws of descent and distribution, and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate; provided that the designation of a beneficiary shall not constitute an
assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted
transfer of the



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Option to heirs or legatees of the Participant shall be effective to bind the Company unless
the Committee shall have been furnished with written notice thereof and a copy of such evidence as
the Committee may deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions hereof. During the Participant’s
lifetime, the Option is exercisable only by the Participant.



     7. Withholding. The Participant may be required to pay to the Company or any
Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable
withholding taxes in respect of the Option, its exercise or any payment or transfer under or with
respect to the Option and to take such other action as may be necessary in the opinion of the
Committee to satisfy all obligations for the payment of such withholding taxes. The Participant may
elect to pay a portion or all of such withholding taxes by (a) delivery in Shares (that have been
held by the Participant for such period as may be established from time to time by the Committee in
order to avoid adverse accounting treatment applying generally accepted accounting principles), or
(b) having Shares withheld by the Company with a Fair Market Value equal to the minimum statutory
withholding from any Shares that would have otherwise been received by the Participant upon
exercise, subject to such rules and procedures as the Committee may adopt from time to time in
order to avoid adverse accounting treatment applying generally accepted accounting principles.



     8. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of
the Option, the Participant will make or enter into such written representations, warranties and
agreements as the Committee may reasonably request in order to comply with applicable securities
laws or with this Agreement.



     9. Notices. Any notice necessary under this Agreement shall be addressed to the
Company in care of its Secretary at the principal executive office of the Company and to the
Participant at the address appearing in the personnel records of the Company for the Participant or
to either party at such other address as either party hereto may hereafter designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.



     10. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.



     11. Option Subject to Plan and Stockholders Agreement. By entering into this
Agreement, the Participant agrees and acknowledges that the Participant has received and read a
copy of the Plan and the Stockholders Agreement. The Option is subject to the Plan and the
Stockholders Agreement. The terms and provisions of the Plan and the Stockholders Agreement as it
may be amended from time to time are hereby incorporated herein by reference. In the event of a
conflict between any term or provision contained herein and a term or provision of the Plan or the
Stockholders Agreement, the applicable terms and provisions of the Plan or the Stockholders
Agreement, as applicable will govern and prevail. In the event of a conflict between any term or
provision of the Plan and any term or provision of the Stockholders Agreement, the applicable terms
and provisions of the Stockholders Agreement will govern and prevail.



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     12. Restrictive Covenants. If, at any time prior to the exercise of the Option, the
Participant engages in any of the activities prohibited by Appendix A (“Restricted
Activities”) during the periods provided for in Appendix A, then all of the Participant’s
rights with respect to any portion of the Option that has not then vested, and any portion of the
Option that has vested but has not yet been exercised, shall immediately terminate. In the event
the Participant engages in any Restricted Activities at any time during the 24-month period
following the exercise of the Option, the payment or delivery of Shares by the Company thereupon
may be rescinded by the Company at any time during the 36-month period following such exercise, and
the Participant shall pay to the Company the amount of any gain realized or payment received as a
result of any exercise of the Option. Such repayment by the Participant shall be in such manner
and on such terms and conditions as may be required by the Company, and the Company shall be
entitled to set-off against the amount of any such gain any amount owed to the Participant by the
Company. For purposes hereof, gain realized or payment received as a result of any exercise of the
Option shall be defined as the dollar amount of the excess of (x) the aggregate Fair Market Value
of the Shares with respect to which the Option was exercised on the date of such exercise, over (y)
the aggregate Option Price of such Option with respect to such Shares. The Participant agrees that
the provisions of this Section 12 and Appendix A are reasonable, and the Participant agrees
not to challenge the reasonableness of such provisions.



     13. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement.



	 	 	 	 	 
	 	TRADER ACQUISITION CORP 

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 


Agreed and acknowledged as



of the date first above written:



 





 









 





SCHEDULE A

PERFORMANCE TARGETS APPLICABLE TO THE OPTION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FY 2008	 	 	FY 2009	 	 	FY 2010	 	 	FY 2011	 	 	FY 2012	 
	 	 	 
	EBITDA Targets:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(in millions)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lower Bound
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Upper Bound
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Lower Bound
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Upper Bound
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





The EBITDA Targets will be adjusted by the Board in good faith to reflect each acquisition or
disposition by the Company or any of its Subsidiaries subsequent to the date of this Option of any
business, operation, entity (including the acquisition of only a portion of an entity whose results
will be consolidated by the Company in accordance with GAAP), division of any entity or any assets
outside the ordinary course of business. Any such adjustment shall be (i) based on the projections
utilized by the Board in good faith in connection with the Board’s approval of any such acquisition
or disposition and reflect the projected impact of such acquisition or disposition on EBITDA
(including any impact resulting from purchase accounting) (it being understood that prior to
utilizing any such projections in connection with any such approval the Board shall consult with,
and consider in good faith the comments of, the Company’s Chief Executive Officer and Chief
Financial Officer with respect to such projections) and (ii) final and binding on all persons so
long as it was made in good faith.



With respect to the table above, “FY” means “fiscal year” and each fiscal year of the Company shall
end on September 30, unless the Board shall otherwise adjust the Company’s fiscal year. For
example, FY2008 refers to the fiscal year ended September 30, 2008. If the Board adjusts the
Company’s fiscal year, then the Board shall adjust the EBITDA Targets in good faith.




     Section 1. Vesting Rules. The following rules apply in connection with
determining whether the EBITDA Targets set forth in the table above (as they may be adjusted as
described above) have been satisfied with respect to the Option:




	 	1.	 	With respect to each fiscal year, the determination of EBITDA shall be made by the
Board (or any committee delegated such authority by the Board) promptly after the
independent auditors of the Company have delivered their audit report with respect to such
fiscal year to the Board and will be based upon the financial information reflected in such
audited financial statements.




 









 





	 	2.	 	No portion of the Shares subject to the Option shall vest with respect to any
particular fiscal year unless the Lower Bound EBITDA target with respect to such fiscal
year has been achieved.
	 
	 	3.	 	If the Lower Bound EBITDA target is achieved at the end of a specified fiscal year, but
the Upper Bound EBITDA is not achieved, and the Participant remains continuously employed
by the Company or its Subsidiaries through the end of such fiscal year, then, subject to
paragraph 5 below, the Option will vest and become exercisable with respect to 10% of the
Shares subject to the Option.
	 
	 	4.	 	If the Upper Bound EBITDA target is achieved at the end of a specified fiscal year and
the Participant remains continuously employed by the Company or its Subsidiaries through
the end of such fiscal year, the Option will vest with respect to 20% of the Shares subject
to the Option.
	 
	 	5.	 	In the event that actual EBITDA of a specified fiscal year falls between the Lower
Bound and Upper Bound EBITDA targets for such fiscal year and the Participant remains
continuously employed by the Company or its Subsidiaries through the end of such fiscal
year, the percentage of Shares subject to the Option that shall vest at the end of such
fiscal year will be determined based on a straight-line interpolation calculation between
the percentages described in paragraphs 3 and 4 above.
	 
	 	6.	 	The unvested portion of the Option of the Participant that was eligible to vest but did
not so vest in previously completed fiscal years may also vest and become exercisable on a
“catch-up” basis at the end of each of FY09, FY10, FY11 and FY12 if the Participant remains
continuously employed by the Company or its Subsidiaries through the end of any such
applicable subsequent fiscal year. To determine whether such unvested portion of the
Option will vest on a “catch up” basis, at the end of FY09, FY10, FY11 or FY12, the
applicable Cumulative Lower Bound and the Cumulative Upper Bound will be substituted for
the Lower Bound and Upper Bound for all prior fiscal years. Thereafter, rules 2 through 5
above shall be reapplied for each prior fiscal year using the cumulative EBITDA through the
end of such last fiscal year to determine if the target has been satisfied. In the event
that the recalculated amount at the end of any prior fiscal year would provide an amount of
accelerated vesting that exceeds the aggregate amount of vesting that previously occurred
during such prior fiscal year and the Participant remained continuously employed through
the required date, then the Option shall be vested to such greater extent.
	 
	 	7.	 	EBITDA shall mean “Consolidated EBITDA” as defined in the First Lien Credit Agreement,
dated as of September 29, 2006, among IPC Information Systems, LLC (to be known as IPC
SYSTEMS, INC.), IPC Acquisition Corp., Trader Merger Corp., and TWS Netherlands Holdings
C.V., as Borrowers, Trader Acquisition Corp, as Holdings, and JPMorgan Chase Bank, N.A. and
Morgan Stanley Senior Funding, Inc. as Co-Syndication Agents, and Goldman Sachs Credit
Partners L.P. and JPMorgan Securities, Inc. as Co-Lead Arrangers, and Goldman Sachs Credit
Partners L.P., JPMorgan Securities, Inc. and Morgan Stanley Senior Funding, Inc., as Joint
Bookrunners, as amended from time to time.






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