exv10w22



 







EXHIBIT 10.22




STRATOS LIGHTWAVE, INC.

STOCK OPTION AWARD AGREEMENT




     This agreement dated as of ___(Award Agreement), is entered into by and between
Stratos Lightwave, Inc., a Delaware corporation (the Company), and ___(the Optionee). All
capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by
the Stratos Lightwave, Inc. 2003 Stock Plan (the Plan).



     1. General. The purpose of the Plan is to attract, retain and reward employees, to
increase stock ownership and identification with the Company’s interests, and to provide incentive
for remaining with and enhancing the value of the Company over the long-term. The options evidenced
by this Award Agreement (Options) are nonqualified options granted as of ___(Award Date)
pursuant to and subject to all of the provisions of the Plan applicable to Options granted pursuant
to Article 6 of the Plan, which provisions are, unless otherwise provided herein, incorporated by
reference and made a part hereof to the same extent as if set forth in their entirety herein, and
to such other terms necessary or appropriate to the grant hereof having been made. A copy of the
Plan is on file in the offices of the Company.



     2. Grant. The Company hereby grants to the Optionee Options to purchase a total of
___shares of Common Stock of the Company, exercisable as provided in the vesting schedule set
forth in Section 5 below at ___per share. These Options shall terminate in accordance with
Section 6.01 of the Plan, but generally immediately upon termination for Cause, three months after
the Optionee’s termination of employment for other than Cause, 12 months after the Optionee’s death
or total disability, or 10 years from the Award Date.



     3. Exercise.




	 	(a)	 	Restrictions on Exercise. Notwithstanding anything herein to the
contrary, the Options granted hereunder may not be exercised, either in whole or in
part, until a registration statement (Form S-8) under the Securities Act of 1933 is in
effect with respect to the Plan and the Common Stock issued in connection with Awards
under the Plan.
	 
	 	(b)	 	Exercise Procedure. In order to exercise the Options granted hereunder,
the Optionee must give written notice thereof to the Committee, as designated under the
Plan, at the Company§s corporate headquarters in Chicago, Illinois, in a form approved
by the Committee, specifying the number of shares of Common Stock being purchased.
Such notice must be accompanied by payment of the Option Price for the share or shares
being purchased and this Award Agreement so that appropriate notation can be made
thereon to reflect such exercise. Such payment





 









 









	 	 	 	shall be by cash or check payable to the order of the Company, in an amount equal to
the Option Price of the shares of Common Stock being purchased; provided, however,
that in the discretion of the Committee all or a portion of the Option Price for the
share or shares of Common Stock being purchased may also or alternatively be paid by
the delivery of shares of Common Stock, the aggregate Fair Market Value of which is
equal to the portion of such Option Price being paid by the delivery of shares of
Common Stock. Shares of Common Stock which may be used for payment shall include
shares which were received by the Optionee upon the exercise of one or more Options
and shares which the Optionee directs the Company to withhold, for the purpose of
paying the Option Price, from shares which the Optionee would have received upon the
exercise of one or more Options.





     4. No Other Rights. Nothing herein contained shall confer on the Optionee any right
with respect to continuation of employment by the Company or its Subsidiaries or Affiliates, or
interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time
the employment of the Optionee, or, except as to shares of Common Stock actually delivered, confer
any rights as stockholder upon the holder hereof.



     5. Vesting. Subject to Section 6 hereof and the provisions of the Plan, the Options
granted hereunder will become exercisable by the Optionee in accordance with the following vesting
schedule if the Optionee continues to be employed by the Company (or a Subsidiary or Affiliate
thereof) until the specified periods have elapsed from the Award Date of the Options:



	 	 	 
	Number of Months Since Award Date	 	Vested Percentage
	Fewer than 12 months
	 	0.0%
	12 months
	 	25.00%
	15 months
	 	31.25%
	18 months
	 	37.50%
	21 months
	 	43.75%
	24 months
	 	50.00%
	27 months
	 	56.25%
	30 months
	 	62.50%
	33 months
	 	68.75%
	36 months
	 	75.00%
	39 months
	 	81.25%
	42 months
	 	87.50%
	45 months
	 	93.75%
	48 months or more
	 	100.00%






 









 





     6. Forfeiture.




	     (a)	 	Forfeiture of Option Gain and Unexercised Options if the Optionee Engages
in Certain Activities. If, at any time within (1) the term of this Option or (2)
within 12 months after termination of employment for any reason whatsoever other than
termination by the Optionee’s employer without Cause, or (3) within 12 months after the
Optionee exercises any portion of this Option, whichever is the latest, the Optionee
engages in any activity in adverse, contrary or harmful to the interests of the
Company, including, but not limited to: (i) conduct related to the Optionee’s
employment for which either criminal or civil penalties against the Optionee may be
sought, (ii) violation of Company policies, including, without limitation, the
Company’s insider trading policy, (iii) while employed by the Company or Affiliate,
serving as a consultant, advisor or in any other capacity to an entity that is, or
proposes to be, in competition with or acting against the interests of the Company,
(for purposes of this Agreement the entities listed in Exhibit A hereto, which is
incorporated herein by reference, are conclusively presumed to be in competition with
the Company), (iv) employing or recruiting any present, former or future employee of
the Company, whether individually or behalf of another person or entity, (v) disclosing
or misusing any confidential information or material concerning the Company, or (vi)
participating in a hostile takeover attempt, then (1) this Option shall terminate
effective as of the date on which the Optionee entered into such activity, unless
terminated sooner by operation of another term or condition of this Award Agreement or
the Plan, and (2) the Optionee shall immediately pay to the Company any Option Gain
realized by the Optionee from exercising all or a portion of this Option.
Notwithstanding anything herein to the contrary, for purposes of this Section 6(a) an
Optionee will not be deemed to be engaged in an activity that is adverse, contrary or
harmful to the Company merely because following the termination of his employment with
the Company and all of its Subsidiaries and Affiliates he serves as an employee,
consultant or an advisor to an entity that is, or proposes to be, in competition with
the Company.






	     (b)	 	Right of Set-off. If the Optionee owes the Company any amount by virtue
of Section 6(a) above, then the Company (or any Subsidiary or Affiliate) may recover
such amount by setting it off from any amounts the Company (or any Subsidiary or
Affiliate) owes or may owe the Optionee from time to time. By accepting this Option
and signing this Award Agreement in the space provided below, the Optionee consents to
a deduction of any amount the Optionee may owe the Company by virtue of Section 6(a)
above from any amounts the Company (or any Subsidiary or Affiliate) owes or may owe the
Optionee from time to time (including amounts owed to the Optionee as wages or other
compensation, fringe benefits, or vacation pay, as well as any other amounts owed to
the Optionee). Whether or not the Company elects to make any set-off in whole or in
part, if the Company does not recover by means of set-off the full amount the Optionee
owes





 









 









	      	 	it, calculated as set forth above, the Optionee agrees to pay immediately the unpaid
balance to the Company.
	 
	     (c)	 	Committee Discretion. The Committee may release the Optionee from the
obligations under paragraphs (a) above if the Committee (or its duly appointed agent)
determines in its sole discretion that such action is in the best interest of the
Company.
	 
	     (d)	 	Amendment of Exhibit A. The Company retains the right to amend Exhibit
A from time to time through the date an Optionee’s employment with the Company and all
Subsidiaries and Affiliates terminates. A copy of Exhibit A as amended subsequent to
the date of this Agreement is available upon written request to the Secretary of the
Company.





     7. Other Terms and Conditions. The Committee shall have the discretion to determine
such other terms and provisions hereof as stated in the Plan.



     8. Applicable Law. The validity, construction, interpretation and enforceability of
this Award Agreement shall be determined and governed by the laws of the State of Illinois without
regard to any conflicts or choice of law rules or principles that might otherwise refer
construction or interpretation of this Agreement to the substantive law of another jurisdiction,
and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the
State of Illinois or the United States District Court of the Eastern Division of the Northern
District of Illinois and the Optionee consents to the jurisdiction and venue of those courts.



     9. Severability. The provisions of this Award Agreement are severable and if any one
or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions, and any partially unenforceable provision to the extent enforceable in
any jurisdiction, shall nevertheless be binding and enforceable.



     10. Waiver. The waiver by the Company of a breach of any provision of this
Award Agreement by Optionee shall not operate or be construed as a waiver of any subsequent breach
by Optionee.



     11. Survival. Section 6 of this Award Agreement will remain in full force and effect
following the termination of the Optionee§s employment with the Company and its Subsidiaries and
Affiliates for any reason.



     12. Binding Effect. The provisions of this Award Agreement shall be binding upon the
parties hereto, their successors and assigns, including, without limitation, the Company, its
successors or assigns, the estate of the Optionee and the executors, administrators or trustees of
such estate and any receiver, trustee in bankruptcy or representative of the creditors of the
Optionee. Notwithstanding anything herein to the contrary, in the event of the merger or
consolidation of the Company with any other corporation or corporations, the sale by the



 









 







Company of a major portion of its assets or of its business and good will, or any other
corporate reorganization involving the Company, the Optionee’s obligations under Section 6 hereof
may be assigned and transferred to such successor in interest.




     13. Construction. This Award Agreement is subject to and shall be construed in
accordance with the Plan, the terms of which are explicitly made applicable hereto. Unless
otherwise defined herein, capitalized terms in this Award Agreement shall have the same definitions
as set forth in the Plan. In the event of any conflict between the provisions hereof and those of
the Plan, the provisions of the Plan shall govern.



	 	 	 
	OPTIONEE

	 	Stratos International, Inc.
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	Its:







 









 








Exhibit A

to Stock Option Award Agreement

List of Entities in Competition with the Company




     Any of the following companies or their successors or assigns:



	 	 	 
	Agilent

	 	AI/FOCS
	AMP

	 	Amphenol
	Cielo Communication

	 	E20 Inc.
	FCI

	 	Finisar
	Fujikura Technology

	 	Gore
	Hitachi

	 	IBM
	Infineon

	 	JDS/Uniphase
	Lucent Microelectronics

	 	Molex
	MRV

	 	OCP
	Picolight

	 	Seiko
	Senko

	 	Siecor
	Sumitomo Electronic

	 	Vixel
	Tyco