EX-10.6 FORM OF STOCK OPTION AGREEMENT



 




Exhibit 10.6



GLENAYRE 1996 INCENTIVE STOCK PLAN



STOCK OPTION AGREEMENT




	 	 	 
	

	
    
    GRANTED TO:

    	 	 
	

	
    
    NUMBER OF SHARES:

    	 	 
	

	
    
    OPTION PRICE PER SHARE:

    	 	 
	

	
    
    GRANT DATE:

    	 	 
	

	
    
    VESTING SCHEDULE

    	 	 
	

	
    
    EXPIRATION DATE:

    	 	
    Tenth Anniversary of Grant Date
    
	





     
This Stock Option Agreement is between Glenayre
Technologies, Inc. (“Glenayre”) and you.



     
Glenayre sponsors the Glenayre 1996 Incentive
Stock Plan (the “Plan”). A Prospectus describing the
Plan is enclosed. The Plan is available upon request, and its
terms are incorporated in this Agreement. Terms defined in the
Plan have the same meanings in this Agreement. Additional terms
are defined in Exhibit A to this Agreement.



     
You and Glenayre mutually agree as follows:



     
1. Subject to the terms of the Plan and this
Agreement, Glenayre grants to you the Option to purchase from
Glenayre the above-stated number of Shares of Glenayre’s
Common Stock at the Option Price per Share stated above. You
acknowledge having read the Prospectus and agree to be bound by
all terms of the Plan. This Option [is/is not] an Incentive
Stock Option as defined by U.S. tax laws.



     
2. This Option vests and is exercisable by
you in installments shown in the Vesting Schedule set forth
above. However, subject to the limitations of Section 14.2
of the Plan, this Option shall become vested and exercisable in
full upon a Change of Control of Glenayre and shall continue to
be exercisable until the Expiration Date.



     
If you choose to exercise this Option, you must
do so pursuant to the terms of the Plan and your stock option
agreement and pay the Option Price set forth in the Plan. You
must also pay any applicable withholding taxes in accordance
with the Plan. Shares issued upon exercise of this Option shall
be issued solely in your name. Your right to purchase Shares
under this Option is cumulative so that when your right to
purchase an installment of Shares has vested, you may purchase
any of those Shares thereafter until the expiration of this
Option. This Option may not be exercised for less than 100
Shares unless the number of Shares is the total number
exercisable at that time under this Option. This Option is
exercisable during your lifetime only by you and cannot be
transferable by you other than by will, or if you die without a
will, as provided by applicable law. In the event of your death,
this Option shall be exercisable to the extent provided in this
Agreement and the Plan by your legal representative.



     
3. This Option shall expire on the earlier
of (1) the Expiration Date stated above or (2) the
following Cancellation Date if your employment with the Glenayre
Companies terminates (depending on the reason for termination):




	 	 	 	 	 
	Reason for Termination				Cancellation Date
	
				

	
    
    Death, Disability or Retirement
    

    	 	 	 	
    One year after the termination date
    
	
    
    Cause or voluntary resignation
    

    	 	 	 	
    On the termination date
    
	
    
    All other terminations
    

    	 	 	 	
    90 days after your termination date
    




     
For purposes of this Agreement, your termination
date shall be the last day you provide your services to the
Glenayre Company, which employs you (i.e., your last day worked).








 



     
IN WITNESS WHEREOF, Glenayre and you have
executed this Agreement, effective as of the Grant Date stated
above.




	 	 	 
	
    
    GLENAYRE TECHNOLOGIES, INC

    	 	
    EMPLOYEE:
	 
	
    
    By:
    

    	 	 
	
    
    


    	 	
    










 




EXHIBIT A to



STOCK OPTION AGREEMENT




Definitions


     
“Cause”
means your:




			
	 	(1) 	
    conviction for, or plea of nolo contendere to, a
    felony or a crime involving moral turpitude,
    
	 
	 	(2) 	
    commission of an act of personal dishonesty or
    fraud in connection with your employment by the Glenayre
    Companies,
    
	 
	 	(3) 	
    commission of an act which your supervisor or
    manager shall have found to involve your willful misconduct or
    gross negligence in your duties as an employee of the Glenayre
    Companies,
    
	 
	 	(4) 	
    habitual absenteeism, chronic alcoholism or other
    form of addiction which adversely affect your ability to perform
    your duties as an employee of the Glenayre Companies,
    
	 
	 	(5) 	
    material and continued failure, after reasonable
    notice and opportunity to cure, to satisfactorily perform your
    duties as determined by your supervisor or manager, or
    
	 
	 	(6) 	
    breach, after reasonable notice and opportunity
    to cure, of any material provision of any agreement between you
    and any of the Glenayre Companies.
    





		
	 	     
    However, if “Cause” is defined in
    another agreement between you and any of the Glenayre Companies,
    that definition shall be applied under this Agreement.
    




     
“Glenayre Companies”
means Glenayre Technologies, Inc. and
its Subsidiaries.



     
“Retirement”
means your termination of employment
with the Glenayre Companies after age 65.