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Exhibit 10.19 IPC ACQUISITION CORP.
NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made as of the    h day of    (the Grant Date),
between IPC Acquisition Corp. (the Company), and    (the
Optionee). WHEREAS, the Company has adopted the IPC Acquisition Corp. 2002 Stock
Option Plan as amended and restated (the Plan) in order to provide additional
incentive to certain employees, officers, consultants and directors of the
Company and its Subsidiaries; and WHEREAS, the Committee responsible for administration of the Plan has
determined to grant an option to the Optionee as provided herein; NOW, THEREFORE, the parties hereto agree as follows, subject to the
approval of the stockholders of the Company in accordance with the final
regulations promulgated under Section 280G of the Code: 1. Grant of Option. 1.1 The Company hereby grants to the Optionee the right and option (the
Option) to purchase all or any part of an aggregate of    whole Shares
subject to, and in accordance with, the terms and conditions set forth in this
Agreement and the Plan. 1.2 The Option is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code. 1.3 This Agreement shall be construed in accordance and consistent with,
and subject to, the Plan (which is incorporated herein by this reference) and,
except as otherwise expressly set forth herein, the capitalized terms used in
this Agreement shall have the definitions set forth in the Plan. 2. Purchase Price. The price at which the Optionee shall be entitled to purchase Shares upon
the exercise of the Option shall be $  per Share. 3. Duration of Option. The Option shall be exercisable to the extent and in the manner provided
herein for a period of ten (10) years from the Grant Date; provided, however,
that the Option may be earlier terminated as set forth herein.




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4. Vesting and Exercisability of Option. Subject to the terms and conditions of this Agreement and the Plan, the
Option shall become vested and exercisable with respect to 25% of the total
number of Shares covered by the Option on each of the first four anniversaries
of the Grant Date. Notwithstanding anything contained in this Agreement to the
contrary, upon the occurrence of an Exit Event, the Option, to the extent then
outstanding, shall become fully vested and exercisable. 5. Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan,
the Option may be exercised by written notice delivered in person or by mail to
the Secretary of the Company, at its principal executive offices. Such notice
shall state that the Optionee is electing to exercise the Option and the number
of Shares in respect of which the Option is being exercised and shall be signed
by the person or persons exercising the Option. If requested by the Committee,
such person or persons shall (i) deliver this Agreement to the Secretary of the
Company who shall endorse thereon a notation of such exercise and (ii) provide
satisfactory proof as to the right of such person or persons to exercise the
Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be
accompanied by a cash payment in an amount equal to the full purchase price for
the Shares in respect of which the Option is being exercised. 5.3 Upon receipt of notice of exercise and full payment for the Shares in
respect of which the Option is being exercised, the Company shall, subject to
Section 17 of the Plan, take such action as may be necessary to effect the
transfer to the Optionee of the number of Shares as to which such exercise was
effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any Shares subject to the Option
until (i) the Option shall have been exercised pursuant to the terms of this
Agreement and the Optionee shall have paid the full purchase price for the
number of Shares in respect of which the Option was exercised and has made
arrangements acceptable to the Company for the payment of all applicable
Withholding Taxes, (ii) the Company shall have issued and delivered the Shares
to the Optionee and (iii) the Optionees name shall have been entered as a
shareholder of record on the books of the Company, whereupon the Optionee shall
have full voting and other ownership rights with respect to such Shares. 6. Termination of Option. Each Option shall terminate on the date which
is the tenth anniversary of the Grant Date, unless terminated earlier as
follows: 6.1 If the employment of the Optionee is terminated for any reason other
than the death or Disability of the Optionee or for Cause, the portion of the
Option that is not then vested and exercisable shall immediately terminate. To
the extent the Option is vested - 2 -




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and exercisable as of the date of such termination of employment, the Option
shall remain exercisable for a period of one hundred and eighty (180) days
following such termination of employment, after which time the Option shall
automatically terminate in full. 6.2 If the employment of the Optionee is terminated by reason of the death
or Disability of the Optionee, the Option shall become immediately vested and
exercisable with respect to an additional number of Shares equal to fifty
percent (50%) of the Shares, if any, subject to the then unvested portion of
the Option. Any portion of the Option that is not vested and exercisable after
giving effect to the immediately preceding sentence shall immediately
terminate. To the extent the Option is or becomes vested on the date of such
termination of employment by reason of the death or Disability of the Optionee,
it shall remain exercisable for one year following such termination of
employment, after which time the Option shall automatically terminate in full. 6.3 If the employment of the Optionee is terminated for Cause, (i) the
Option shall immediately terminate in full whether or not the Option is then
vested and exercisable and (ii) the Company shall have the right to purchase
from the Optionee and the Optionee shall be required to sell to the Company, at
the election of the Company at any time following such termination of
employment, any of the Shares acquired pursuant to the Option at a per share
purchase price equal to the lesser of (x) the Fair Market Value of a Share at
the time of such purchase by the Company, or (y) the exercise price set forth
in Section 2 above. 7. Effect of Change in Control. Upon a Change In Control the Option shall become vested and exercisable
with respect to an additional number of Shares equal to fifty (50%) of the
Shares, if any, subject to the then unvested portion of the Option immediately
prior to the Change in Control. In addition to the foregoing, notwithstanding
anything contained in Section 6 of this Agreement to the contrary, in the event
the Optionees employment is terminated by the Company for any reason other
than Cause or Disability within one (1) year following a Change in Control, the
Option shall immediately become fully vested and exercisable and remain
exercisable following such termination for one hundred and eighty (180) days. 8. Non-Transferability of Option. The Option shall not be Sold, transferred or otherwise disposed of other
than by will or by the laws of descent and distribution. During the lifetime
of the Optionee the Option shall be exercisable only by the Optionee. 9. No Right to Continued Employment. Nothing in this Agreement or the Plan shall be interpreted or construed to
confer upon the Optionee any right with respect to continuance of employment by
the Company, - 3 -




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nor shall this Agreement or the Plan interfere in any way with the right of the
Company to terminate the Optionees employment at any time. 10. Withholding of Taxes. The Company shall have the right to deduct from any distribution of cash
to the Optionee an amount equal to the federal, state and local income taxes
and other amounts as may be required by law to be withheld (the Withholding
Taxes) with respect to the Option. If the Optionee is entitled to receive
Shares upon exercise of the Option, the Optionee shall make arrangements
acceptable to the Company for the payment of the Withholding Taxes prior to the
issuance of such Shares. 11. Optionee Covenants. 11.1 In consideration of the acquisition of Shares hereunder, the Optionee
agrees that the Optionee will not, during the Optionees employment with the
Company or any of its subsidiaries or any entity that becomes a parent of the
Company following the date hereof (a Future Parent) and for one year
thereafter (the Non-Competition Term), directly or indirectly, own, manage,
operate, join, control, be employed by, or participate in the ownership,
management, operation or control of, or be connected in any manner with,
including but not limited to holding any position as a shareholder, director,
officer, consultant, independent contractor, employee, partner, or investor in,
any Restricted Enterprise (as defined below); provided that in no event shall
ownership of less than 1% of the outstanding equity securities of any issuer
whose securities are registered under the Exchange Act, standing alone, be
prohibited by this Section 11. For purposes of this Agreement, the term
Restricted Enterprise shall mean any person, corporation, partnership or
other entity that is engaged, directly or indirectly, in (a) the design,
manufacture, installation, servicing, consultation and other professional
services and applications of Turret Systems (as defined below); (b) the design
and implementation of the in-building cabling and infrastructure necessary for
customers do business; (c) the design, provisioning, installation or servicing
of telecommunications services for trading floors; or (d) managed services in
connection with trading organizations as provided by the Employer during the
Employees employment with the Employer, in each case in the United States or
in any other geographic location where the Employer or any of its affiliates do
business. For purposes of this Agreement, the term Turret Systems shall mean
telecommunications equipment and software to enable communications (including
voice, video and data) primarily among traders, counterparties and associated
support personnel. Following termination of the Optionees employment with all
member of the Company Group, upon request of the Company, the Optionee shall
notify the Company of the Optionees then current employment status.
Notwithstanding anything to the contrary contained herein, in the event of the
involuntary termination of the Optionees employment with the Company and its
subsidiaries for any reason other than Cause, the Non-Competition Term shall
end upon the earlier of (i) one year from the date of such termination and (ii)
the date on which the cash severance benefits to which the Optionee is
eligible, as determined by the Company, whether or not such benefits are
accepted by - 4 -




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the Optionee, would cease to be paid if accepted; provided, however, that
in the event the Optionee is not eligible for any cash severance benefits, the
Non-Competition Term shall terminate on the date of the Optionees termination
of employment. For purposes of the immediately preceding sentence, any
severance payable in a lump sum shall be deemed paid over a number of weeks
equal to the quotient of the amount of such lump-sum severance payment divided
by the Optionees weekly salary. 11.2 In consideration of the acquisition of Shares hereunder, the Optionee
agrees that during the Non-Competition Term, the Optionee shall not, and shall
not cause any other person to, interfere with or harm, or attempt to interfere
with or harm, the relationship of any member of the Company Group, or endeavor
to entice away from any member of the Company Group, or hire, any person who at
any time during the Optionees employment with any member of the Company Group
was an employee or customer of any member of the Company Group, or otherwise
had a material business relationship with any member of the Company Group;
provided, however, that the foregoing provision will not prevent the Optionee
from hiring any such person (i) who contacts the Optionee on his or her own
initiative without any direct or indirect solicitation or encouragement from
the Optionee (it being understood that a bona fide public advertisement for
employment placed by the Optionee and not specifically targeted at such persons
shall not constitute direct or indirect solicitation or encouragement) or (ii)
who has been terminated by any member of the Company Group. 11.3 The Optionee agrees and understands that in the Optionees position
with the Company, the Optionee has been and will be exposed to and has and will
receive information relating to the confidential affairs of the Company, its
subsidiaries and affiliates, including but not limited to technical
information, intellectual property, business and marketing plans, strategies,
customer information, other information concerning the products, promotions,
development, financing, expansion plans, business policies and practices of the
Company, its subsidiaries and affiliates, and other forms of information
considered by the Company to be confidential and in the nature of trade secrets
(Confidential Information). Notwithstanding anything contained herein to the
contrary, Confidential Information shall not include information that is now
publicly available or that subsequently becomes publicly available other than
as a direct or indirect result of a breach of this Agreement. The Optionee
agrees that the Optionee will not disclose such Confidential Information,
either directly or indirectly, to any third person or entity without the prior
written consent of the Company. This confidentiality covenant has no temporal,
geographical or territorial restriction. Upon termination of the Optionees
employment with the Company and its subsidiaries the Optionee will promptly
supply to the Company all property, keys, notes, memoranda, writings, lists,
files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data or any other tangible product or document
which has been produced by, received by or otherwise submitted to the Optionee
in the course or otherwise as a result o the Optionees employment with the
Company or its subsidiaries. - 5 -




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11.4 The Optionee agrees that any breach of the terms of this Section 11
would result in irreparable injury and damage to the Company Group for which
the Company Group would have no adequate remedy at law; the Optionee therefore
also agrees that in the event of said breach or any threat of breach, one or
more members of the Company Group, as applicable, shall be entitled to an
immediate injunction and restraining order to prevent such breach and/or
threatened breach and/or continued breach by the Optionee and/or any and all
persons and/or entities acting for and/or with the Optionee, without having to
prove damages, in addition to any other remedies to which the members of the
Company Group may be entitled at law or in equity. The terms of this Section
11 shall not prevent the members of the Company Group from pursuing any other
available remedies for any breach or threatened breach hereof, including but
not limited to the recovery of damages from the Optionee. The Optionee and the
Company further agree that the provisions of the covenants contained in this
Section 11 are reasonable and necessary to protect the businesses of the
Company Group because of the Optionees access to confidential information and
his material participation in the operation of such businesses. Should a
court, arbitrator or other similar authority determine, however, that any
provision of the covenants contained in this Section 11 are not reasonable or
valid, either in period of time, geographical area, or otherwise, the parties
hereto agree that such covenants should be interpreted and enforced to the
maximum extent to which such court or arbitrator deems reasonable or valid. The existence of any claim or cause of action by the Optionee against one
or more members of the Company Group, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants contained in this Section 11. 12. Restrictions on Sales of Shares by Optionees 12.1 No Optionee shall Sell any Shares acquired upon exercise of the
Option prior to the earlier of (i) three (3) years from the Grant Date and (ii)
one hundred eighty (180) days following an IPO, other than to a Permitted
Transferee or where such Sale is first approved by the Board, or is made
pursuant to Section 12 or 13.4 of the Plan. In addition, to the extent
applicable, before the Optionee may Sell Shares acquired upon exercise of the
Option, the Shares must first be offered to the Company in accordance with
Section 14 of the Plan. 12.2 For any transfer to a Permitted Transferee to be effective hereunder,
the Permitted Transferee shall agree in writing to be bound by all the terms of
this Agreement and the Plan applicable to the Optionee as if the Permitted
Transferee originally had been a party hereto; and provided, further, that all
of the partners of any Permitted Transferee that is a partnership shall agree
in writing not to transfer any partnership interests they then own or may
hereafter acquire in the partnership Permitted Transferee except to a Permitted
Transferee that has made the same agreement in writing to the Company, so long
as the partnership Permitted Transferee shall own any Shares. Any reference
herein to the Optionee shall be to the - 6 -




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Permitted Transferee from and after the date the transfer is effected in
accordance with this Section 12. 12.3 Any Sale or attempted Sale of Shares in violation of any provision of
this Agreement shall be void, and the Company shall not record such Sale on its
books or treat any purported transferee of such Shares as the owner of such
Shares for any purpose. 12.4 Each stock certificate representing Shares issuable upon the exercise
of the Option shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE ACT), OR ANY STATE SECURITIES OR BLUE
SKY LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE
ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES THAT IS EFFECTIVE UNDER THE ACT OR
(2) PURSUANT TO ANY AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT RELATING TO THE
DISPOSITION OF SECURITIES AND (3) IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES
AND BLUE SKY LAWS. THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE PROVISIONS OF THE
IPC ACQUISITION CORP. 2002 STOCK OPTION PLAN
AS AMENDED AND RESTATED (THE PLAN) AND A
NONQUALIFIED STOCK OPTION AGREEMENT (THE
AGREEMENT) DATED AS OF    , WHICH
INCLUDES CERTAIN RESTRICTIONS ON TRANSFER.
COMPLETE AND CORRECT COPIES OF THE PLAN AND
THIS AGREEMENT ARE AVAILABLE FOR INSPECTION
AT THE PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN REQUEST AND
WITHOUT CHARGE. 13. Optionee Bound by the Plan. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees
to be bound by all the terms and provisions thereof. - 7 -




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14. Modification of Agreement. This Agreement may be modified, amended, suspended or terminated, and any
terms or conditions may be waived, but only by a written instrument executed by
the parties hereto. 15. Severability. Should any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms. 16. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware, without
giving effect to the conflicts of laws principles thereof. 17. Jurisdiction; Consent to Service of Process. Each of the parties hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York state
court or federal court of the United States of America sitting in the Southern
District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement or the transactions
it contemplates, or for recognition or enforcement of any judgment. Each of
the parties hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York state court or, to the extent permitted by law, in such federal court.
The consent of such parties to the jurisdiction of a New York state court
shall not preclude the right of any party to remove such action to the United
States District Court for the Southern District of New York, or other United
States District Court as may be permitted by applicable law, should such
removal be permitted under applicable law. Each of the parties agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. 18. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the
parties hereto and their respective heirs, legal representatives, successors
and assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by Purchaser without the prior written
consent of the Company. - 8 -




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19. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or
in any way relate to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made by the
Committee hereunder shall be final, binding and conclusive on the Optionee and
Company for all purposes. IPC ACQUISITION CORP.By:OPTIONEE
 - 9 -