Exhibit 10.50


 


WIRELESS FACILITIES, INC.


2005 EQUITY INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


(INCENTIVE AND NONSTATUTORY STOCK
OPTIONS)


 


Pursuant to your Stock Option
Grant Notice (“Grant Notice”) and this Stock Option Agreement, Wireless
Facilities, Inc. (the “Company”) has granted to you an Option under its 2005
Wireless Facilities, Inc. Equity Incentive Plan (the “Plan”) to purchase
the number of shares of the Company’s Stock indicated in your Grant Notice at
the exercise price indicated in your Grant Notice.  Defined terms not explicitly defined in this
Stock Option Agreement but defined in the Plan shall have the same definitions
as in the Plan.


 


The details of your Option are
as follows:


 


1.                                      VESTING.  Subject to the limitations
contained herein, your Option will vest as provided in your Grant Notice,
provided that vesting will cease upon the termination of your Service.


 


2.                                      NUMBER OF SHARES AND EXERCISE PRICE.  The
number of shares of Stock subject to your Option and your exercise price per
share referenced in your Grant Notice may be adjusted from time to time for
capitalization adjustments, as provided in Section 4.2 of the Plan.


 


3.                                      METHOD OF PAYMENT.  Payment
of the exercise price is due in full upon exercise of all or any part of your Option.  You may elect to make payment of the exercise
price in cash or by check or in any other manner permitted
by your Grant Notice, which may include one or more of the
following:


 


(a)                                  Provided that at the time of exercise the Stock
is publicly traded and quoted regularly in The Wall Street Journal,
by delivery of already-owned shares of Stock either that you have held for the
period required to avoid a charge to the Company’s reported earnings (generally
six months) or that you did not acquire, directly or indirectly from the
Company, that are owned free and clear of any liens, claims, encumbrances or
security interests, and that are valued at Fair Market Value on the date of
exercise.  “Delivery” for these purposes,
in the sole discretion of the Company at the time you exercise your Option,
shall include delivery to the Company of your attestation of ownership of such
shares of Stock in a form approved by the Company.  Notwithstanding the foregoing, you may not
exercise your Option by tender to the Company of Stock to the extent such
tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock.


 


(b)                                  Provided that at the time of exercise the Stock
is publicly traded and quoted regularly in The Wall Street Journal,
you may exercise your vested shares in a Cashless Exercise transaction pursuant
to the Company’s electronic notice and exercise system by delivery (on a
form prescribed by the Company and the Company’s licensed securities broker) of


 





















 


an
irrevocable direction to the Company’s licensed securities broker acceptable to
the Company to sell Stock and to deliver all or part of the sale proceeds to
the Company in payment of the aggregate Option price and any withholding taxes
(if approved in advance by the Compensation Committee of the Board if you are
either an executive officer or a director of the Company).


 


4.                                      TAX CONSEQUENCES.  This
Option is intended to have the tax status designated in the Grant Notice.


 


(a)                                  Incentive Stock Option.  If the Grant Notice so designates,
this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of
the Code, but the Company does not represent or warrant that this Option
qualifies as such.  You should consult
with your own tax advisor regarding the tax effects of this Option and the
requirements necessary to obtain favorable income tax treatment under Section 422
of the Code, including, but not limited to, holding period requirements.  (NOTE: If the Option is exercised more than
three (3) months after the date on which you cease to be an Employee
(other than by reason of your death or permanent and total disability as
defined in Section 22(e)(3) of the Code), the Option will be treated
as a Nonstatutory Stock Option and not as an Incentive Stock Option to the
extent required by Section 422 of the Code.)


 


(b)                                  Nonstatutory Stock Option.  If the Grant Notice so designates, this
Option is intended to be a Nonstatutory Stock Option and shall not be treated
as an Incentive Stock Option within the meaning of Section 422(b) of
the Code.


 


(c)                                  ISO Fair Market Value Limitation.  If the Grant Notice designates this Option as
an Incentive Stock Option, then to the extent that the Option (together with
all Incentive Stock Options granted to you under all stock option plans of the
Company and any Affiliate, including the Plan) becomes exercisable for the
first time during any calendar year for shares having a Fair Market Value
greater than One Hundred Thousand Dollars ($100,000), the portion of such
options which exceeds such amount will be treated as Nonstatutory Stock
Options.  For purposes of this Section,
options designated as Incentive Stock Options are taken into account in the
order in which they were granted, and the Fair Market Value of Stock is determined
as of the time the option with respect to such Stock is granted.  If the Code is amended to provide for a
different limitation from that set forth in this Section, such different
limitation shall be deemed incorporated herein effective as of the date required
or permitted by such amendment to the Code. 
If the Option is treated as an Incentive Stock Option in part and as a
Nonstatutory Stock Option in part by reason of the limitation set forth in this
Section, you may designate which portion of such Option you are
exercising.  In the absence of such
designation, you shall be deemed to have exercised the Incentive Stock Option
portion of the Option first.  Separate
certificates representing each such portion shall be issued upon the exercise
of the Option.  (NOTE: If the aggregate
exercise price of the Option (that is, the exercise price multiplied by the
number of shares subject to the Option) plus the aggregate exercise price of
any other Incentive Stock Options you hold (whether granted pursuant to the
Plan or any other stock option plan of the Company or any Affiliate) is greater
than $100,000, you should contact the Chief Financial Officer of the Company to
ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 


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5.                                      WHOLE SHARES; MINIMUM PURCHASE.  You may
exercise your Option only for whole shares of Stock.  Unless you exercise your Option with respect
to all shares then vested, or unless otherwise permitted by the Company, you
may exercise your Option only for at least one hundred (100)
shares on any exercise date.


 


6.                                      SECURITIES LAW COMPLIANCE. 
Notwithstanding anything to the contrary contained herein, you may not
exercise your Option unless the shares of Stock issuable upon such exercise are
then registered under the Securities Act or, if such shares of Stock are not
then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.  The exercise of your Option must also comply
with other applicable laws and regulations governing your Option, and you may
not exercise your Option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.


 


7.                                      TERM.  The term of your Option
commences on the Date of Grant and expires upon the earliest
of the following:


 


(a)                                  in the sole discretion of the Board, immediately
upon the termination of your Service for Cause;


 


(b)                                  ninety (90) days after the termination of your Service
for any reason other than Cause, Disability or death, provided that if during
any part of such ninety (90) day period you may not exercise your Option solely
because of the condition set forth in the preceding paragraph relating to “Securities
Law Compliance,” your Option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period
of thirty (30) days after the termination of your Service;


 


(c)                                  twelve (12) months after the termination of your Service
due to your Disability;


 


(d)                                  eighteen (18) months after your death if you die
either during your Service or within thirty (30) days after your Service
terminates for reason other than Cause;


 


(e)                                  the Expiration Date indicated in your Grant
Notice; or


 


(f)                                    the day immediately preceding the tenth (10th)
anniversary of the Date of Grant.


 


For purposes of your Option, “Cause” means that the
Board determines in good faith that you have engaged in misconduct, including
but not limited to:  (i) your
commission of any felony or any crime involving moral turpitude or dishonesty, (ii) your
participation in a fraud or act of dishonesty against or adversely affecting
the Company, or (iii) your intentional, material violation of any contract
between the Company and you, any statutory duty of yours to the Company or any
policy of the Company which you do not correct within thirty (30) days after
written notice to you thereof.  Your
physical or mental disability shall not constitute “Cause.”


 


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8.                                      EXERCISE.


 


(a)                                  You may exercise the vested portion of your Option
during its term by delivering a Notice of Exercise (in a form designated by the
Company) together with the exercise price to the Secretary of the Company, or
to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then
require.  However, your Option shall not
be exercisable at any time that the Company is investigating whether it has
grounds to terminate your Service for Cause.


 


(b)                                  By exercising your Option you agree that, as a
condition to any exercise of your Option, the Company may require you to enter
into an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the
exercise of your Option, (2) the lapse of any substantial risk of
forfeiture to which the shares of Stock are subject at the time of exercise, or
(3) the disposition of shares of Stock acquired upon such exercise.


 


(c)                                  If your Option is an incentive stock Option, by
exercising your Option you agree that you will notify the Company in writing
within fifteen (15) days after the date of any disposition of any of the shares
of the Stock issued upon exercise of your Option that occurs within two (2) years
after the date of your Option grant or within one (1) year after such
shares of Stock are transferred upon exercise of your Option.


 


9.                                      TRANSFERABILITY.  Your Option is not transferable,
except by will or by the laws of descent and distribution, and is exercisable
during your life only by you. 
Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your Option.


 


10.                               OPTION NOT A SERVICE CONTRACT.  Your Option
is not an employment or service contract, and nothing in your Option shall be
deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company or an Affiliate, or any obligation of the Company
or an Affiliate to continue your employment. 
In addition, nothing in your Option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.


 


11.                               WITHHOLDING OBLIGATIONS.


 


(a)                                  At the time you exercise your Option, in whole or
in part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision for (including by means of a Cashless
Exercise), any sums required to satisfy the federal, state, local and foreign
tax withholding obligations of the Company or an Affiliate, if any, which arise
in connection with your Option.


 


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(b)                                  Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any applicable conditions
or restrictions of law, the Company may withhold from fully vested shares of Stock
otherwise issuable to you upon the exercise of your Option a number of whole
shares of Stock having a Fair Market Value, determined by the Company as of the
date of exercise, not in excess of the minimum amount of tax required to be
withheld by law.  If the date of
determination of any tax withholding obligation is deferred to a date later
than the date of exercise of your Option, share withholding pursuant to the
preceding sentence shall not be permitted unless you make a proper and timely
election under Section 83(b) of the Code, covering the aggregate
number of shares of Stock acquired upon such exercise with respect to which
such determination is otherwise deferred, to accelerate the determination of
such tax withholding obligation to the date of exercise of your Option.  Notwithstanding the filing of such election,
shares of Stock shall be withheld solely from fully vested shares of Stock
determined as of the date of exercise of your Option that are otherwise
issuable to you upon such exercise.  Any
adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.


 


(c)                                  You may not exercise your Option unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exercise
your Option when desired even though your Option is vested, and the Company
shall have no obligation to issue a certificate for such shares of Stock or
release such shares of Stock from any escrow provided for herein.


 


12.                               NOTICES.  Any notices provided for in your
Option or the Plan shall be given in writing and shall be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company
to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the Company.


 


13.                               GOVERNING PLAN DOCUMENT.  Your Option
is subject to all the provisions of the Plan, the provisions of which are
hereby made a part of your Option, and is further subject to all
interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your Option and those of the Plan, the provisions of the Plan
shall control.


 


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