**Exhibit 10.13**

 

**Form of Non-Employee Director Stock OptionAgreement**

 

On October 21, 2004, Horizon PCS, Inc.granted stock options to each of Lawrence Askowitz, Timothy Blitz, AnthonyCivale, Jeffrey Jones and Robert Katz pursuant to a non-qualified stock optionagreement in substantially the form attached hereto as Exhibit 10.13.

 

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***NON-EMPLOYEEDIRECTOR FORM***

 

**Exhibit A**

 

**NONQUALIFIEDSTOCK OPTION AGREEMENT**

**FORNON-EMPLOYEE DIRECTORS**

**UNDER THEHORIZON PCS, INC.**

**2004 STOCKINCENTIVE PLAN**

 

This NONQUALIFIED STOCK OPTION AGREEMENT (this **“Agreement”**), made as of this       day of                                     ,          , byand between Horizon PCS, Inc. (the **“Company”**) and                                  (the **“Participant”**) who is a non-employeedirector of the Company.

 

WITNESSETH:

 

WHEREAS, pursuant to the Company’s 2004 Stock IncentivePlan (the **“Plan”**), the Company desires to affordthe Participant the opportunity to acquire, or enlarge, his ownership of theCompany’s common stock (**“Stock”**), sothat he may have a direct proprietary interest in the Company’s success.

 

NOW, THEREFORE, in consideration of the covenants andagreements herein contained, the parties hereto hereby agree as follows:

 

1.                                       **Grant of Option**.  Subject to the term and conditions set forthherein and in the Plan, which is attached hereto as Exhibit A, the Companyhereby grants to the Participant, during the period commencing on the date ofthis Agreement and ending on the close of business on the day of the tenthanniversary of the date hereof (the **“Expiration Date”**), the rightand option (the **“Option”**) to purchase from theCompany, at a price of $          per share (the **“Option Price”**), an aggregate of                      shares of Stock (the **“Option Shares”**).

 

2.                                       **Limitation on Exercise of Option**.  Subject to the terms andconditions set forth herein and in the Plan, the Option will become vested andexercisable with respect to 16.67% of the shares subject to the Option on thesix (6) month anniversary of the date of grant and as to an additional 16.67%on each six (6) month anniversary thereafter until the Option is 100% vested; provided,that, the Participant is then serving as a director of the Company.  Notwithstanding the foregoing, subject to thelimitations of the Plan, the Committee may accelerate the vesting andexercisability of all or part of the Option at any time and for anyreason.  Upon the occurrence of a Changein Control (as defined in the Plan), all Options shall become 100% vested andexercisable; provided, that, the Participant is then serving as adirector of the Company.

 

3.                                       **Termination of Service**.  Upon a termination of theParticipant’s service, the Option shall remain exercisable as follows:

 

(a)                                  Upontermination of the Participant’s service as a director of the Company for anyreason, the unvested portion of the Option shall terminate and cease to beexercisable and

 

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the Participant or his estateor legal beneficiaries in the case of his death, as applicable, may exercisethe vested portion of the Option, but only to the extent the Option wasexercisable immediately prior to termination of service, until the earlier ofthe Expiration Date or the last day of the thirty (30) day period followingtermination of service (or one (1) year period in the event his termination ofservice is as a result of his death), and the Option shall thereafter terminateand cease to be exercisable.

 

(b)                                 Participantacknowledges and agrees that the continued vesting of the Option grantedhereunder is premised upon his provision of future services as a director ofthe Company and the vesting of such Option shall not accelerate upon histermination of service for any reason unless specifically provided for herein.

 

4.                                       **Time and****Method ofExercising Option**.  TheOption, to the extent vested, may be exercised, in whole or in part, by givingwritten notice of exercise to the Company specifying the number of whole sharesof Stock to be purchased.  Such noticeshall be accompanied by the payment in full of the Option Price.  Such payment shall be made either: (i) incash at the time of purchase, (ii) by tendering shares of Stock (either byactual delivery of shares or by attestation) that are acceptable to theCommittee and have been held by the Participant for at least six months priorto the exercise, and were valued at Fair Market Value as of the day the sharesare tendered, (iii) in any combination of cash, shares, or attestedshares, as determined by the Committee in its sole discretion or (iv) to theextent permitted by applicable law, Participant may elect to pay the OptionPrice upon the exercise of an Option by irrevocably authorizing a third partyto sell shares of Stock (or a sufficient portion of the shares) acquired upon exerciseof the Option and remit to the Company a sufficient portion of the saleproceeds to pay the entire Option Price and any tax withholding resulting fromsuch exercise.

 

5.                                       **Issuance of Shares**.  Except as otherwise provided inthe Plan, and subject to applicable law, as promptly as practical after receiptof such written notification of exercise and full payment of the Option Priceand any required income tax withholding, the Company shall issue or transfer tothe Participant the number of Option Shares with respect to which Options havebeen so exercised (less shares withheld in satisfaction of tax withholdingobligations, if any), and shall deliver to the Participant a certificate orcertificates therefore, registered in the Participant’s name.

 

## 6.                                       **Non-Transferability**.  The Option shall not be transferable by theParticipant other than by will or by the laws of descent and distribution, andthe Option shall be exercisable during the lifetime of the Participant only bythe Participant or his guardian or legal representative.  The terms of the Option shall be final,binding and conclusive upon the beneficiaries, executors, administrators, heirsand successors of the Participant.  Untilthe Option has vested, shares subject to the Option shall not be sold, transferredor otherwise disposed of, shall not be pledged or otherwise hypothecated andshall not be subject to the claims of creditors.

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## 7.                                       **Adjustments**.  Options may be adjusted or terminated in anymanner as contemplated by the Plan.

 

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## 8.                                       **Rights as Shareholder**.  The Participant or a transferee of theOptions shall have no rights as a shareholder with respect to any Option Sharesuntil he shall have become the holder of record of such shares, and no adjustmentshall be made for dividends or distributions or other rights in respect of suchOption Shares for which the record date is prior to the date upon which heshall become the holder of record thereof.

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## 9.                                       **Compliance with Law**.  Notwithstanding any of the provisions hereof,the Participant hereby agrees that he will not exercise the Option, and thatthe Company will not be obligated to issue or transfer any shares to theParticipant hereunder, if the Committee determines, in its sole discretion,that the exercise of the Option or the issuance or transfer of the OptionShares constitutes a violation by the Participant or the Company of anyprovisions of any law or regulation of any governmental authority.  Such determination by the Committee shall befinal, binding and conclusive.  TheCompany shall in no event be obliged to register any securities pursuant to theSecurities Act of 1933 (as now in effect or as hereafter amended) or to takeany other action in order to cause the exercise of the Option or the issuanceor transfer of Option Shares pursuant thereto to comply with any law orregulation of any governmental authority.

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## 10.                                 **Notice**.  Every notice or other communication relatingto this Agreement shall be in writing, and shall be mailed to or delivered tothe party for whom it is intended at such address as may from time to time bedesignated by it in a notice mailed or delivered to the other party as hereinprovided; provided, that, unless and until some other address beso designated, all notices or communications by the Participant to the Companyshall be mailed or delivered to the Company at its principal executive office,and all notices or communications by the Company to the Participant may begiven to the Participant personally or may be mailed to him at his address asrecorded in the records of the Company. Notwithstanding the foregoing, at such time as the Company institutes apolicy for delivery of notice by e-mail, notice may be given in accordance withsuch policy.

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## 11.                                 **Nonqualified Stock Option**.  The Option granted hereunder is not intendedto be an “incentive stock option” within the meaning of Section 422 of theCode (**“ISO”**).

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## 12.                                 **Binding Effect**.  Subject to Section 6 hereof, thisAgreement shall be binding upon the heirs, executors, administrators andsuccessors of the parties hereto.

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13.                                 **No Right to Continued Service**.  Nothing in this Agreement or inthe Plan shall confer upon the Participant any right to continue in the serviceof the Company or shall interfere with or restrict in any way the rights of theCompany, which are hereby expressly reserved, to terminate the services of ordischarge the Participant at any time for any reason.

 

## 14.                                 **Governing Law**.  Except to the extent governed by the DelawareGeneral Corporation Law, this Agreement shall be governed by, and construed andenforced in accordance with, the laws of the State of Ohio without regard toits conflict of law principles.

 

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## 15.*                                ***Plan**.  The terms and provisions of the Plan are incorporatedherein by reference, and the Participant hereby acknowledges receiving a copyof the Plan.  In the event of a conflictor inconsistency between the terms and provisions of the Plan and theprovisions of this Agreement, the Plan shall govern and control.  All capitalized terms not defined hereinshall have the meaning ascribed to them as set forth in the Plan.

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16.                                 **Successors and Assigns**.  The Company may assign any of its rightsunder this Agreement.  This Agreementshall be binding upon and inure to the benefit of the successors and assigns ofthe Company.  Subject to the restrictionson transfer set forth herein, this Agreement shall be binding upon theParticipant and the Participant’s heirs, executors, administrators, and legalrepresentatives.

 

17.                                 **Gender and Number**.  The masculine pronoun shall be deemed toinclude the feminine, and words in the singular shall be deemed to include theplural and the plural shall be deemed to include the singular, unless adifferent meaning is plainly required by the context.

 

18.                                 **Definitions**.

 

## (a)                                  Theterm **“Company”**as used in thisAgreement with reference to service shall include the Company and itsSubsidiaries, as appropriate.

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## (b)                                 Wheneverthe word **“Participant”** is used inany provision of this Agreement under circumstances where the provision shouldlogically be construed to apply to the beneficiaries, the executors, theadministrators, or the person or persons to whom the Options may be transferredby will or by the laws of descent and distribution, the word **“Participant”** shall be deemed to includesuch person or persons.

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[Signature Page Follows]

 

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INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the dayand year first above written.

 

 
|   | HORIZON PCS,  INC. |
|--------|--------------------|
|   |               |
|   |               |
|   | By:           |   |   |
|   |               | Name: |
|   |               | Title: |
|   |               |
|   |               |
|   | PARTICIPANT        |
|   |               |
|   |               |
|   |               |   |
|        |                    |  |  |  |

 

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