Exhibit 10.1


 


GLOBALSTAR, INC.


 


NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


FOR MEMBERS OF THE BOARD OF DIRECTORS UNDER


 


AMENDED AND RESTATED 2006 GLOBALSTAR, INC.


EQUITY INCENTIVE PLAN


 


THIS
AWARD AGREEMENT (“Agreement”), is entered into as of November 14, 2008
(the “Grant Date”), by and between GLOBALSTAR, INC., a Delaware corporation (the “Company”), and                                   
(“Director”).


 


1.                                      GRANT.  In
accordance with Resolutions adopted by Unanimous Consent of its Board of
Directors (the “Board”) effective on the Grant
Date, the Company hereby awards Director, subject to and in accordance with the
terms and conditions of this Agreement and the Amended and Restated 2006
Globalstar, Inc. Equity Incentive Plan (as amended or restated from time
to time, the “Plan”), a total of Two Hundred Thousand (200,000) non-qualified stock options (“Options”), each Option to purchase one share of the Company’s
Common Stock, par value $0.0001 per share (a “Share”),
at the option price (“Option Price”)
of $0.38 per share, which is the NASDAQ closing bid price for a Share on the
Grant Date.


 


2.                                      CONSIDERATION.  The
award made by this Agreement is in consideration and full satisfaction of past
and future service by Director as a member of the Board (“Service”).


 


3.                                      VESTING; FORFEITURE.


 


(a)                                  The Options are fully vested on the Grant
Date; provided, however, that a specified
number of the Options, as set forth in the table appended hereto as Schedule 3(a) (“Forfeiture Table”), shall remain subject to the Condition of
Forfeiture as defined in Section 3(b). 
Upon the occurrence of the Condition of Forfeiture, after the date of
this Agreement but before the then next-to-expire date on the Forfeiture Table,
the applicable number of Options shown on the Forfeiture Table shall without
notice automatically and immediately be divested, forfeited, and become null
and void.  For example, if the Condition
of Forfeiture should occur on December 31, 2008, the number of Options not
subject to the Condition of Forfeiture would be 104,167 and the remaining
subject to the Condition of Forfeiture would be 95,833.  Likewise, if the Condition of Forfeiture
should occur on January 1, 2009, the number of options not subject to the
Conditions of Forfeiture would be 108,334 and the remaining subject to the
Condition of Forfeiture would be 91,666.


 


(b)                                 The “Condition of Forfeiture”
is that the Director’s Service shall terminate because:  (i) Director voluntarily resigns from
Service as a member of the Board; or (ii) Director, at the expiration of
the Director’s current term as a member of the Board has not been nominated for
an additional term as a member of the Board because the Director has
voluntarily informed (or, having 


 

















 


been
nominated for an additional term, Director subsequently voluntarily informs)
the Board that the Director will not continue in Service after expiration of
the Director’s term, or (iii) at any time, regardless of whether Director
has been nominated for an additional term, Director either resigns for “Cause” (as defined in Section 4), or is requested, by
notice as specified below, by the Chairman of the Board or by a majority of
Board members to resign, from Service for Cause.  For purposes of determining when a Condition
of Forfeiture has occurred under (i) or (ii) if this Section 3(b),
the term “Board” includes informing the Chairman of the Board or of any
committee of the Board having authority to make or recommend nominations for
members of the Board.


 


(c)                                  For avoidance of doubt, the intention of this
Agreement is that any failure of Director to continue in Service that is
directly and solely attributable to reasons (i), (ii), or (iii) under Section 3(b) shall
automatically and immediately result in the Condition of Forfeiture lapsing and
all Options no longer being subject to forfeiture.  For example, and not by way of limitation:


 


(i)                                     failure of Director, having been so
nominated, to achieve re-election by the requisite vote of the Company’s
stockholders shall result in the Condition of Forfeiture lapsing unless the Director
shall have been notified in writing prior to the vote of the stockholders
becoming final, that the Director is being requested to resign for Cause;


 


(ii)                                  failure of Director to continue in Service
because of any reorganization or change in control (as such events are
generally and liberally understood) of the Company shall result in the
Condition of Forfeiture lapsing; and


 


(iii)                               the death of Director or Director’s permanent
and total disability to perform substantially the duties of Director’s Service
shall result in the Condition of Forfeiture lapsing unless the Director
affected shall, prior to the occurrence of death or onset of disability, have
been duly notified in writing that the Director is being requested to resign
for Cause.


 


4.                                      CAUSE.  For
purposes of this Agreement, “Cause” means (i) any
act of fraud, theft, or misappropriation of property relating to the Company; (ii) any
material neglect or misconduct by Director in discharging the ordinary and
necessary duties of Service; (iii) any conviction, or plea of guilty or no
contest, by Director for any felony or any other crime related to Director’s
Service and involving moral turpitude; or (iv) any action or failure to
act by Director which results in a penalty or sanction being levied against
Director or the Company by the Securities and Exchange Commission or the
Federal Communications Commission.  Prior
to the date that all Options cease to be subject to forfeiture, the Company
shall not, for Cause, either remove Director from Service, request Director’s
resignation, or fail to nominate Director for an additional term of Service
unless the Company first provides Director with written notice that includes a
statement of the acts and omissions giving rise to the “for Cause” decision,
and that provides Director with an opportunity to be heard by the Board on the
subject.  After such notice and
opportunity to be heard have been given, the decision of the Board on the
question of whether Cause exists shall be final and conclusive.


 


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5.                                      COMPLIANCE WITH RULE 16B-3.  The
Options subject to this Agreement have been approved by the Board of Directors
in compliance with Rule 16b-3(d) promulgated under the Securities
Exchange Act of 1934.


 


6.                                      EXPIRATION OF OPTIONS. 
Subject to applicable law and the Company’s then-effective insider
trading policy, Options no longer subject to the Condition of Forfeiture may be
exercised at any time, and from time to time, in the manner provided in this
Agreement, until five o’clock p.m., Pacific Standard Time, on November 14,
2018 (the “Expiration Time”).


 


7.                                      EXERCISE.  Only
Options that are not subject to the Condition of Forfeiture may be
exercised.  In order to exercise any
Option, Director must deliver to the Company a written notice at any time until
the Expiration Time indicating the number of Options being exercised,
accompanied by full payment of the Option Price applicable to the
exercise.  Director may exercise Options
as often as a notice is given and payment is tendered in accordance with this
Agreement, except that each exercise must be in the minimum amount of at least
1,000 Options, plus additional amounts of at least 100 Options, unless the
total number of Options not then subject to the Condition of Forfeiture is less
than 1,000, in which case any exercise submitted by Director must be for not
less than all remaining Options. 
Director may pay the Option Price in cash, by transferring to the
Company Shares owned by Director for at least six months prior to the exercise
with a Fair Market Value on the date of exercise equal to or in excess of the
Option Price, by delivery of an irrevocable instruction to a broker approved by
the Company of properly executed instructions, providing for the assignment to
the Company of the proceeds of a sale with respect to some or all of the Shares
issued upon exercise of an Option, or by a combination of the foregoing.  Director shall have no rights as a
stockholder with respect to purchased Shares before the exercise of an Option
and delivery to Director of a certificate evidencing those Shares or a
statement evidencing the entry of the Shares in Director’s name in book entry
form.


 


8.                                      TAXES.  Upon
exercise of Options, Director will become liable for and must pay all
applicable U.S. federal, state, and local taxes resulting from exercise.  Director agrees that the preceding sentence
shall not relieve Director of the obligation to obtain tax advice from Director’s
independent taxation advisor(s).  The
foregoing notwith-standing, the Company may, but shall not be obligated to
Director to, withhold all applicable taxes become due from Director upon
exercise of the Options (by withholding of Shares from delivery or otherwise)
from the proceeds of any exercise or from any directors’ fees or other payments
then due or to become due to Director. 
Subject to compliance with applicable law, Director may satisfy the
Company’s tax withholding by the Company in accordance with procedures
established by the Company providing for delivery by Director to the Company or
a broker approved by the Company of properly executed instructions, in a form
approved by the Company, providing for the assignment to the Company of the
proceeds of a sale with respect to some or all of the Shares issued upon exercise
of Options.  It is the intention of the
parties that Options, and Shares issued upon exercise of Options, under this
Agreement shall comply with, and/or be exempt from, the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, so that no adverse tax
consequences of such Section will be imposed upon Director at the time any
exercise of Options.  This Agreement is
not intended to be a qualified plan under the Federal Employee Retirement
Income Security Act.  Nothing in this
Agreement shall be construed to be at variance with these intentions.


 


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9.                                      ADJUSTMENT.  If
any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, merger or consolidation, split-up, spin-off, or other similar corporate
transaction or event occurs prior to exercise of an Option, then the Board or
the Compensation Committee of the Board (the “Committee”)
shall adjust the number and kind of shares subject to the Option and the
purchase price of such shares in such manner as the Committee may deem
equitable and appropriate within the limits of applicable law and NASDAQ or
other exchange rules.


 


10.                               TRANSFERABILITY. 
Director may not transfer the Options or Director’s rights under this
Agreement other than (i) by will, (ii) by the laws of descent and
distribution applicable to Director’s estate, or (iii) by grant to the
trustee of an irrevocable or living trust for the benefit of Director and/or
Director’s estate or beneficiaries as designated from time to time in
accordance with such trust (a “Permitted Trust”).  Options shall be exercisable during Director’s
lifetime only by Director or by Director’s guardian, legal representative, or
the trustee of a Permitted Trust, and after Director’s death only by the duly
appointed and qualified personal representative of Director’s estate or the
trustee of a Permitted Trust to which such property or rights have been duly
transferred.


 


11.                               LAWS AND REGULATIONS.  No
Shares shall be issued upon exercise of Options unless and until all legal
requirements applicable to the issuance of such shares have been complied with
to the satisfaction of the Board or the Committee.  The Board or the Committee shall have the
right to condition any issuance of Shares to Director hereunder on Director’s
undertaking in writing to comply with such restrictions on the subsequent
disposition of such Shares as the Committee shall deem necessary or advisable
as a result of any applicable law or regulation.


 


12.                               RESERVATION OF REGISTERED SHARES.  As
soon as practicable, the Company shall cause Shares that have been registered
under the Securities Act of 1933, as amended (the “Securities
Act”) corresponding in number to the Options awarded, without regard
to possible future forfeiture, to be reserved by the Company’s registrar and
transfer agent for issuance upon exercise of Options.  The Company shall thereafter use its best
efforts to maintain the effectiveness of such registration and qualification
until exercise or earlier expiration of the Options.


 


13.                               MARKET STANDOFF PERIOD. 
Director acknowledges and agrees that if so requested in connection with
any registration of the offering of any securities of the Company (or any
successor) under the Securities Act, Director will not sell or otherwise
transfer any Shares or other securities of the Company (or a successor) during
the 180-day period (or such other period as may be requested by any underwriter
or the Company in writing) (the “Market Standoff Period”) following the
effective date of a registration statement of the Company (or any successor),
any parent corporation (as defined in Section 424 of the Internal Revenue
Code) or any Subsidiary filed under the Securities Act.  To enforce this restriction, such entity may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.


 


14.                               NOTICES.  Any
notices required or permitted hereunder shall be addressed to the Company at
its corporate headquarters, to the attention of either the Director of Human
Resources or the Corporate Secretary, or to Director at the address then on
record with the Company, as the case may be. Notices shall be effective when
delivered 


 


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or,
if delivery is released, when delivery is attempted in the ordinary
course.  Either party may, by notice to
the other given in the manner aforesaid, change his or its address for future
notices.


 


15.                               HEADINGS.  The
headings of paragraphs herein are included solely for convenience of reference
and shall not affect the meaning or interpretation of any of the provisions of
this Agreement.


 


16.                               INTERPRETATION. 
Nothing in this Agreement shall be construed to:  (i) confer on Director any right to be
granted any option, right, or benefit other than as set forth herein or at the
sole discretion of the Board or Committee; (ii) confer on Director any
rights whatsoever with respect to Shares except as specifically provided in
this Agreement; (iii) limit in any way the right of the Company terminate
Director’s Service at any time (however such termination may give rise to
rights on behalf of Director as described in the final sentence of this Section [16];
or (iv) be evidence of any agreement or understanding, expressed or
implied, that the Company or its subsidiaries or affiliates will employ or
retain Director in any position, including without limitation as a member of
the Board of Directors, at any rate of compensation or for any period of
time.  In the event that Director’s
Service terminates before November 14, 2018, Director’s rights shall be
limited exclusively to the rights expressly provided for in this Agreement.


 


17.                               GOVERNING LAW: INTERPRETATION.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard, except as to matters pertaining to estate
planning, to California conflict of laws principles.  It is subject to and shall be interpreted to
be consistent with the Plan.


 


18.                               SUCCESSORS AND ASSIGNS.  This
Agreement shall bind and inure to the benefit of the Company, its successors
and assigns, and Director and Director’s personal representatives and permitted
assigns.


 


19.                               AMENDMENT; COUNTERPARTS.  This
Agreement may be amended or modified at any time by an instrument in writing
signed by both parties hereto.  This
Agreement and any amendments thereto may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


20.                               SURVIVAL OF AGREEMENT.  To
the extent necessary to carry out the intentions of the parties hereto, the
respective rights and obligations of the parties hereunder shall survive any
termination of this Agreement.


 


 


	
  GLOBALSTAR,
  INC.

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  James
  Monroe III

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chairman
  of the Board and

  	
  Member
  of the Board of Directors

  
	
   

  	
  Chief
  Executive Officer

  	
   

  
				



 


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SCHEDULE 3(a)


 


FORFEITURE TABLE


 




	
  Number of Options

  Not Subject to

  Condition of Forfeiture

  	
   

  	
  Number of Options

  Remaining Subject to

  Condition of Forfeiture

  	
   

  	
  Until Effective Date of

  Non-Forfeiture

  Set Forth Below

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  100,000

  	
   

  	
   

  	
  100,000

  	
   

  	
   

  	
  November 14, 2008

  	
   

  
	
  104,167

  	
   

  	
   

  	
  95,833

  	
   

  	
   

  	
  December 1, 2008

  	
   

  
	
  108,334

  	
   

  	
   

  	
  91,666

  	
   

  	
   

  	
  January 1, 2009

  	
   

  
	
  112,500

  	
   

  	
   

  	
  87,500

  	
   

  	
   

  	
  February 1, 2009

  	
   

  
	
  116,667

  	
   

  	
   

  	
  83,333

  	
   

  	
   

  	
  March 1, 2009

  	
   

  
	
  120,834

  	
   

  	
   

  	
  79,166

  	
   

  	
   

  	
  April 1, 2009

  	
   

  
	
  125,000

  	
   

  	
   

  	
  75,000

  	
   

  	
   

  	
  May 1, 2009

  	
   

  
	
  129,167

  	
   

  	
   

  	
  70,833

  	
   

  	
   

  	
  June 1, 2009

  	
   

  
	
  133,334

  	
   

  	
   

  	
  66,666

  	
   

  	
   

  	
  July 1, 2009

  	
   

  
	
  137,500

  	
   

  	
   

  	
  62,500

  	
   

  	
   

  	
  August 1, 2009

  	
   

  
	
  141,667

  	
   

  	
   

  	
  58,333

  	
   

  	
   

  	
  September 1, 2009

  	
   

  
	
  145,834

  	
   

  	
   

  	
  54,166

  	
   

  	
   

  	
  October 1, 2009

  	
   

  
	
  150,000

  	
   

  	
   

  	
  50,000

  	
   

  	
   

  	
  November 1, 2009

  	
   

  
	
  154,167

  	
   

  	
   

  	
  45,833

  	
   

  	
   

  	
  December 1, 2009

  	
   

  
	
  158,334

  	
   

  	
   

  	
  41,666

  	
   

  	
   

  	
  January 1, 2010

  	
   

  
	
  162,500

  	
   

  	
   

  	
  37,500

  	
   

  	
   

  	
  February 1, 2010

  	
   

  
	
  166,667

  	
   

  	
   

  	
  33,333

  	
   

  	
   

  	
  March 1, 2010

  	
   

  
	
  170,834

  	
   

  	
   

  	
  29,166

  	
   

  	
   

  	
  April 1, 2010

  	
   

  
	
  175,000

  	
   

  	
   

  	
  25,000

  	
   

  	
   

  	
  May 1, 2010

  	
   

  
	
  179,167

  	
   

  	
   

  	
  20,833

  	
   

  	
   

  	
  June 1, 2010

  	
   

  
	
  183,334

  	
   

  	
   

  	
  16,666

  	
   

  	
   

  	
  July 1, 2010

  	
   

  
	
  187,500

  	
   

  	
   

  	
  12,500

  	
   

  	
   

  	
  August 1, 2010

  	
   

  
	
  191,667

  	
   

  	
   

  	
  8,333

  	
   

  	
   

  	
  September 1, 2010

  	
   

  
	
  195,834

  	
   

  	
   

  	
  4,166

  	
   

  	
   

  	
  October 1, 2010

  	
   

  
	
  200,000

  	
   

  	
   

  	
  - 0 -

  	
   

  	
   

  	
  November 1, 2010

  	
   

  






 


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