exv10w25



 





Exhibit 10.25




FORM OF

ECHOSTAR HOLDING CORPORATION

2008 CLASS B CEO STOCK OPTION PLAN




Section 1. Purpose.



     The purpose of this Stock Option Plan (the “Plan”) is to promote the interests of EchoStar
Holding Corporation (the “Corporation”) and its Subsidiaries by aiding the Corporation in retaining
and incentivizing Charles W. Ergen, who the Board of Directors believes is capable of assuring the
future success of the Corporation; to permit the Board of Directors to reward Mr. Ergen for his
extraordinary efforts on behalf of the Corporation in the past to offer Mr. Ergen incentives to put
forth maximum efforts for the future success of the Corporation’s business and to afford Mr. Ergen
an opportunity to acquire additional proprietary interest in the Corporation.



Section 2. Definitions.



     As used in the Plan, the following terms shall have the meanings set forth below:


(a) “Award” shall mean an award granted to Mr. Ergen in accordance with the terms of this Plan in
the form of Options or Dividend Equivalents granted under the Plan.



(b) “Award Agreement” shall mean any written agreement, contract or other instrument or document
evidencing any Award granted under the Plan.



(c) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.



(d) “Committee” shall mean the committee described in Section 3 of the Plan.



(e) “Company” shall mean EchoStar Holding Corporation, a Nevada corporation, and any successor
corporation.



(f) “Dividend Equivalent” shall mean any right granted under Section 6(b) of the Plan.



(g) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



(h) “Fair Market Value” shall mean, with respect to Shares, the last sale price of the Class A
Common Stock, $0.001 par value, of the Corporation, as reported on the consolidated tape for
securities listed on the Nasdaq Stock Market (“NASDAQ”) or any national securities exchange on
which the Shares are then traded, for the date in question (with any adjustments that the
Committee, in its sole discretion, determines are necessary or appropriate to take into account the
difference in voting rights between the Class A Common Stock and the Shares). If Fair Market Value
is in reference to property other than Shares, the Fair Market Value of such other property shall
be determined by such methods or procedures as shall be established from time to time by the
Committee.



(i) “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is
intended to meet the requirements of Section 422 of the Code or any successor provision.



(j) “Non-employee Director” shall mean a director of the Corporation who is a “non-employee
director” within the meaning of Rule 16b-3.




 









 




(k) “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that
is not intended to be an Incentive Stock Option.



(l) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option, and shall
include Restoration Options.



(m) “Outside Director” shall mean a director of the Corporation who is an “outside director” within
the meaning of Section 162(m) of the Code.



(n) “Person” shall mean any individual, corporation, partnership, association or trust.



(o) “Plan” shall mean this 2008 Class B CEO Stock Option Plan, as amended from time to time.



(p) “Restoration Option” shall mean any Option granted under Section 6(a)(iv) of the Plan which
confers upon Mr. Ergen the right to receive a new Option upon the payment of the exercise price of
a previously held Option by delivery of previously owned Shares or previously owned shares of Class
A Common Stock of the Corporation.



(q) “Retirement” shall mean becoming eligible to receive immediate retirement benefits under a
retirement or pension plan of the Corporation or any Subsidiary.



(r) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.



(s)
“Shares” shall mean shares of Class B Common Stock,
$0.001 par value, of the Corporation or such
other securities or property as may become subject to Awards pursuant to an adjustment made under
Section 4(c) of the Plan.



(t) “Subsidiary” shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if each of the corporations other than the last
corporation in the unbroken chain owns more than 50% of the voting stock in one of the other
corporations in such chain.



(u) “Ten-Percent Stockholder” shall mean an individual who owns (within the meaning of Section
422(b)(6) of the Code) stock possessing more than 10% of the total combined voting power of all
classes of stock of the Corporation or of a Subsidiary.



(v) “Total Disability” shall mean the complete and permanent inability of Mr. Ergen to perform his
duties under the terms of his employment with the Corporation or any Subsidiary, as determined by
the Committee upon the basis of such evidence, including independent medical reports and data, as
the Committee deems appropriate or necessary.




Section 3. Administration.




     (a) Power and Authority of the Committee.



          (i) The Committee. The Committee shall consist of at least two directors of the Corporation
and may consist of the entire Board of Directors; provided, however, that (i) if the Committee
consists of less than the entire Board of Directors, each member shall be a Non-employee Director
and (ii) to the extent necessary for any Award intended to qualify as performance-based
compensation under Section 162(m) of the Code, to so qualify, each member of the Committee, whether
or not it consists of the entire Board of Directors, shall be an Outside Director.



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          (ii) Power and Authority. Subject to the express provisions of the Plan and to applicable law,
the Committee or the Board of Directors, as the case may be, shall have full power and authority
to: (i) determine the type or types of Awards to be granted to Mr. Ergen under the Plan; (ii)
determine the number of Shares to be covered by (or with respect to which payments, rights or other
matters are to be calculated in connection with) each Award; (iii) determine the terms and
conditions of any Award or Award Agreement; (iv) amend the terms and conditions of any Award or
Award Agreement and accelerate the exercisability of Options; (v) determine whether, to what extent
and under what circumstances Awards may be exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended; (vi) determine whether, to what
extent and under what circumstances cash, Shares, other securities, other Awards, other property
and other amounts payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (ix) make any other
determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan.




Section 4. Shares Available for Awards.




     (a) Shares Available. Subject to adjustment as provided in Section 4(c), the number of Shares
that may be issued subject to Awards under the Plan shall not exceed
4,000,000; provided,
however, that (i) Mr. Ergen may not be granted Awards in
the aggregate in respect of more than 1,000,000 Shares in any one calendar year. Shares to be issued under the Plan may be either Shares
reacquired and held in the treasury or authorized but unissued Shares. If any Shares covered by an
Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise
terminates without delivery of any Shares, or if Shares are surrendered or withheld from any Award
to satisfy Mr. Ergen’s income tax or other withholding obligations, or Shares owned by Mr. Ergen
are tendered to pay the exercise price of any Award granted under the Plan, then the number of
Shares counted against the aggregate number of Shares available under the Plan with respect to such
Award, to the extent of any such forfeiture, termination, surrender, withholding or tender shall
again be available for granting Awards under the Plan. The Corporation shall at all times keep
available out of authorized but unissued and/or reacquired Shares the number of Shares to satisfy Awards granted
under the Plan.



     (b) Adjustments. In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the
Corporation, issuance of warrants or other rights to purchase Shares or other securities of the
Corporation or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or other securities or other property) which thereafter may be made the
subject of Awards, (ii) the number and type of Shares (or other securities or other property)
subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award;
provided,



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however, that the number of Shares covered by any Award or to which such Award relates shall always
be a whole number.




     Section 5. Eligibility.



     Only Mr. Ergen shall be eligible to participate in the Plan. Notwithstanding the foregoing, an
Incentive Stock Option may only be granted to full or part-time employees (which term as used
herein includes, without limitation, officers and directors who are also employees) of the
Corporation and its Subsidiaries.



     Section 6. Awards.



     (a) Options. The Committee is hereby authorized to grant Options to Mr. Ergen with the
following terms and conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine, which terms and conditions shall be
set forth in a form approved by the Committee.



     (i) Exercise Price. The exercise price per Share purchasable under an Option shall be
determined by the Committee; provided, however, that, in the case of an Incentive Stock Option,
such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of
grant of such Option (110% in the case of an Incentive Stock Option granted to a Ten-Percent
Stockholder); provided, further, that to the extent that the aggregate Fair Market Value,
determined at the time an Incentive Stock Option is granted, of the Shares with respect to which
Incentive Stock Options may be exercisable for the first time by Mr. Ergen in any calendar year
under all plans of the Corporation and any parent corporation of the Corporation and any Subsidiary
shall exceed $100,000, such Incentive Stock Options shall be treated as Non-Qualified Stock
Options.



     (ii) Option Term. The term of each Option shall be set forth in the applicable Award
Agreement; provided, however that no Incentive Stock Option shall be exercisable more than ten
years after the date of grant (5 years in the case of an Incentive Stock Option granted to a
Ten-Percent Stockholder), unless the Option shall cease to be exercisable pursuant to this Section
6. If Mr. Ergen’s employment with the Corporation and all Subsidiaries terminates other than by
reason of his death, Total Disability or Retirement, his Option shall terminate and cease to be
exercisable upon termination of employment, unless (A) the Committee shall determine otherwise or
(B) otherwise specified in the applicable Award Agreement or in his employment agreement.



     (iii) Time and Method of Exercise. The Committee shall determine the time or times at which an
Option may be exercised in whole or in part and the method or methods by which, and the form or
forms (including, without limitation, cash, Shares or shares of Class A Common Stock of the
Corporation (that, in either case, have been held by Mr. Ergen for at least six months), promissory
notes, other securities, other Awards or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made. The Committee may also
permit Mr. Ergen, in accordance with such procedures as the Committee may in its sole discretion
establish, including those set forth in Section 6(c) hereof, to exercise Options and sell Shares
acquired pursuant to a brokerage or similar arrangement approved in advance by the Committee, and
to use the proceeds from such sale as payment of the exercise price of such Options.



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     (iv) Restoration Options. The Committee may grant Restoration Options, separately or together
with another Option, pursuant to which, subject to the terms and conditions established by the
Committee and any applicable requirements of Rule 16b-3 or any other applicable law, Mr. Ergen
would be granted a new Option when the payment of the exercise price of the Option to which such
Restoration Option relates is made by the delivery of Shares or shares of Class A Common Stock of
the Corporation owned by Mr. Ergen pursuant to the relevant provisions of the Plan or agreement
relating to such Options, which new Option would be an Option to purchase the number of Shares not
exceeding the sum of (A) the number of Shares or shares of Class A Common Stock of the Corporation
so provided as consideration upon the exercise of the previously granted Option to which such
Restoration Option relates and (B) the number of Shares, if any, tendered or withheld as payment of
the amount to be withheld under applicable tax laws in connection with the exercise of the Option
to which such Restoration Option relates pursuant to the relevant provisions of the Plan or
agreement relating to such Option. Restoration Options may be granted with respect to Options
previously granted under the Plan or any other stock option plan of the Corporation, and may be
granted in connection with any Option granted under the Plan or any other stock option plan of the
Corporation at the time of such grant.



     (v) Incentive and Non-Qualified Stock Options. Each Option granted pursuant to the Plan shall
specify whether it is intended to be an Incentive Stock Option or a Non-Qualified Stock Option,
provided that the Committee may in the case of the grant of an Incentive Stock Option give Mr.
Ergen the right to receive in its place a Non-Qualified Stock Option.



     (b) Dividend Equivalents. The Committee is hereby authorized to grant to Mr. Ergen Dividend
Equivalents under which he shall be entitled to receive payments (in cash, Shares, other
securities, other Awards or other property as determined in the discretion of the Committee)
equivalent to the amount of cash dividends paid by the Corporation to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any
applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the
Committee shall determine.



     (c) General. (i) No Cash Consideration for Awards. Awards shall be granted for no cash
consideration or for such minimal cash consideration as may be required by applicable law. (ii)
Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem with, or in substitution for, any other Award or
any award granted under any plan of the Corporation or any Subsidiary other than the Plan. Awards
granted in addition to or in tandem with other Awards or in addition to or in tandem with awards
granted under any such other plan of the Corporation or any Subsidiary may be granted either at the
same time as, or at a different time from, the grant of such other Awards or awards. (iii) Forms of
Payment Under Awards. Subject to the terms of the Plan and of any applicable Award Agreement,
payments or transfers to be made by the Corporation or a Subsidiary upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee shall determine (including,
without limitation, cash, Shares, promissory notes, other securities, other Awards or other
property or any combination thereof), and may be made in a single payment or transfer, in
installments or on a deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include, without limitation, provisions
for the payment or crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents with respect to installment or deferred payments. (iv)
Cashless Exercise. Options may be exercised in whole or



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in part upon delivery to the Secretary of the Corporation of an irrevocable written notice of
exercise. The date on which such notice is received by the Secretary shall be the date of exercise
of the Option, provided that within three business days of the delivery of such notice the funds to
pay for exercise of the Option are delivered to the Corporation by a broker acting on behalf of the
optionee either in connection with the sale of the Shares underlying the Option or in connection
with the making of a margin loan to the optionee to enable payment of the exercise price of the
Option. In connection with the foregoing, the Corporation will provide a copy of the notice of
exercise of the Option to the aforesaid broker upon receipt by the Secretary of such notice and
will deliver to such broker, within three business days of the delivery of such notice to the
Corporation, a certificate or certificates (as requested by the broker) representing the number of
Shares underlying the Option that have been sold by such broker for the optionee. (v) Limits on
Transfer of Awards. No Award and no right under any such Award shall be transferable by Mr. Ergen
otherwise than by will, the laws of descent and distribution; provided, however, that, if so
determined by the Committee, Mr. Ergen may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise his rights and receive any property distributable with
respect to any Award upon his death. Each Award or right under any Award shall be exercisable
during Mr. Ergen’s lifetime only by Mr. Ergen or, if permissible under applicable law, by his
guardian or legal representative. No Award or right under any such Award may be pledged, alienated,
attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance
thereof shall be void and unenforceable against the Corporation or any Subsidiary. (vi) Term of
Awards. Unless otherwise expressly set forth in the Plan, the term of each Award shall be for such
period as may be determined by the Committee. (vii) Restrictions; Securities Listing. All
certificates for Shares or other securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders, obtaining any consents (as defined
below) and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange Commission and any applicable
federal or state securities laws, and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions. The term “consent” as
used herein with respect to any plan action includes (A) any and all listings, registrations or
qualifications in respect thereof upon any securities exchange, or law, rule or regulation of a
jurisdiction outside the United States, (B) any and all written agreements and representations by
Mr. Ergen with respect to the disposition of Shares, or with respect to any other matter, which the
Committee may deem necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the requirement that any such listing,
qualification or registration be made, (C) any and all other consents, clearances and approvals in
respect of a plan action by any governmental or other regulatory body or any stock exchange or
self-regulatory agency and (D) any and all consents or authorizations required to comply with, or
required to be obtained under, applicable local law or otherwise required by the Committee.



     Section 7. Amendment and Termination; Adjustments.



     Except to the extent prohibited by applicable law and unless otherwise expressly provided in
an Award Agreement or in the Plan: (a) Amendments to the Plan. The Board of Directors of the
Corporation may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that,
notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the
stockholders of the Corporation, no such amendment, alteration, suspension, discontinuation or
termination shall be made that, absent such approval:



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     (i) would violate the rules or regulations of NASDAQ or any securities exchange that are applicable
to the Corporation; or (ii) would cause the Corporation to be unable, under the Code, to grant
Incentive Stock Options under the Plan. (b) Amendments to Awards. The Committee may waive any
conditions of or rights of the Corporation under any outstanding Award, prospectively or
retroactively. Neither the Committee nor the Board of Directors may amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively, in a manner that is
adverse to Mr. Ergen without his consent or the consent of the beneficiary thereof, except as
otherwise herein provided. (c) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award
in the manner and to the extent it shall deem desirable to carry the Plan into effect.



     Section 8. Income Tax Withholding; Tax Bonuses. (a) Withholding. In order to comply with all
applicable federal or state income tax laws or regulations, the Corporation may take such action as
it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of Mr. Ergen, are withheld or collected
from him. In order to assist Mr. Ergen in paying all or a portion of the federal and state taxes to
be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an
Award, the Committee, in its discretion and subject to such additional terms and conditions as it
may adopt, may permit him to satisfy such minimum tax obligation by (i) electing to have the
Corporation withhold a portion of the Shares otherwise to be delivered upon exercise of such Award
with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Corporation
Shares or shares of Class A Common Stock of the Corporation (other than Shares issuable upon
exercise of such Award) with a Fair Market Value equal to the amount of such taxes.



     (b) Tax Bonuses. The Committee, in its discretion, shall have the authority, at the time of
grant of any Award under this Plan or at any time thereafter, to approve cash bonuses to Mr. Ergen
to be paid upon their exercise of Awards in order to provide funds to pay all or a portion of
federal and state taxes due as a result of such exercise. The Committee shall have full authority
in its discretion to determine the amount of any such tax bonus.



     Section 9. General Provisions. (a) No Rights to Awards. Mr. Ergen shall not have any claim to
be granted any Award under the Plan. The terms and conditions of Awards need not be the same with
respect to separate grants to Mr. Ergen.



     (b) Award Agreements. Mr. Ergen will not have rights under an Award granted to him unless and
until an Award Agreement shall have been duly executed on behalf of the Corporation.



     (c) No Limit On Other Compensation Arrangements. Nothing contained in the Plan shall prevent
the Corporation or any Subsidiary from adopting or continuing in effect other or additional
compensation arrangements, and such arrangements may be either generally applicable or applicable
only in specific cases.



     (d) No Right to Employment. The grant of an Award shall not be construed as giving Mr. Ergen
the right to be retained in the employ of the Corporation or any Subsidiary, nor will it affect in
any way the right of the Corporation or a Subsidiary to terminate such employment at any time, with
or without cause. In addition, the Corporation or a Subsidiary may at any time



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dismiss Mr. Ergen from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.




     (e) Assignability. No Award granted under this Plan, nor any other rights acquired by Mr.
Ergen under this Plan, shall be assignable or transferable by him, other than by will or the laws
of descent and distribution, Title I of the Employee Retirement Income Security Act, or the rules
promulgated thereunder.



     (f) Governing Law. The validity, construction and effect of the Plan or any Award, and any
rules and regulations relating to the Plan or any Award, shall be determined in accordance with the
laws of the State of Colorado.



     (g) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed amended without,
in the determination of the Committee, materially altering the purpose or intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the
Plan or any such Award shall remain in full force and effect.



     (h) No Trust Or Fund Created. Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the Corporation or
any Subsidiary and Mr. Ergen or any other Person. To the extent that any Person acquires a right to
receive payments from the Corporation or any Subsidiary pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Corporation or any Subsidiary.



     (i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any
fractional Shares or whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.



     (j) Transfers and Leaves of Absence. Solely for the purposes of the Plan: (a) a transfer of
Mr. Ergen’s employment without an intervening period from the Corporation to a Subsidiary or vice
versa, or from one Subsidiary to another, shall not be deemed a termination of employment, and (b)
if Mr. Ergen is granted in writing a leave of absence he shall be deemed to have remained in the
employ of the Corporation or a Subsidiary, as the case may be, during such leave of absence.



     (k) Headings. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.



     Section 10. Effective Date of the Plan. The Board of Directors adopted the Plan on
[___] to become effective on [___], subject to approval by the stockholders of
the Corporation at [___].



     Section 11. Term of the Plan. The Plan shall continue until the Plan shall have been
discontinued or terminated as provided in Section 7(a), provided that no Incentive Stock Options
shall be granted after the tenth anniversary of the date the stockholders of the Corporation
approve the Plan. However, unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond the termination of the



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Plan, and the authority of the Committee provided for hereunder with respect to the Plan and any
Awards, and the authority of the Board of Directors of the Corporation to amend the Plan, shall
extend beyond the termination of the Plan.





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