The following form of Incentive Stock Option Agreement was entered into with the
following executive officers as follows:
<TABLE>
<CAPTION>
Name Number of Shares Shares Vesting Per Year
---- ---------------- -----------------------
<S> <C> <C>
Edwin B. Read 35,000 7,000
Clayton F. Moran 35,000 7,000
</TABLE>
2000-OP
--------
---------------
Optionee
VDC COMMUNICATIONS, INC.
------------------------
FORM OF INCENTIVE STOCK OPTION AGREEMENT
UNDER THE VDC COMMUNICATIONS, INC.
1998 STOCK INCENTIVE PLAN, AS AMENDED
This Agreement is made as of October 16, 2000, (the "Grant
Date") by and between VDC Communications, Inc., a Delaware corporation (the
"Corporation") and (the "Optionee").
-------
WHEREAS, Optionee is an employee of the Corporation or one of
its subsidiaries and the Corporation considers it desirable and in its best
interest that Optionee be given an inducement to acquire a proprietary interest
in the Corporation and an incentive to advance the interests of the Corporation
by granting the Optionee an option to purchase shares of common stock of the
Corporation (the "Common Stock");
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree that as of the Grant Date, the Corporation hereby grants
Optionee an option to purchase from it, upon the terms and conditions set forth
in the VDC Communications, Inc. 1998 Stock Incentive Plan, as amended from time
to time, (the "Plan") (a copy of which is attached hereto) and this Agreement,
that number of shares of the authorized and unissued Common Stock of the
Corporation as is set forth on Schedule A hereto.
1. Terms of Stock Option. The option to purchase Common
---------------------
Stock granted herein is subject to the terms, conditions, and covenants set
forth in the Plan as well as the following:
<PAGE>
(a) This option shall constitute an Incentive
Stock Option which is intended to qualify
under Section 422 of the Internal Revenue
Code of 1986, as amended;
(b) The per share exercise price for the shares
subject to this option shall be the 100% of
the Fair Market Value (as defined in the
Plan) of the Common Stock on the Grant Date,
which exercise price is set forth on
Schedule A hereto;
(c) This option shall vest in accordance with
the vesting schedule set forth on Schedule A
hereto; and
(d) No portion of this option may be exercised
more than ten (10) years from the Grant
Date.
2. Payment of Exercise Price. The option may be
----------------------------
exercised, in part or in whole, only by written request to the Corporation
accompanied by payment of the exercise price in full either: (i) in cash for the
shares with respect to which it is exercised; (ii) by delivering to the
Corporation a notice of exercise with an irrevocable direction to a
broker-dealer registered under the Securities Exchange Act of 1934, as amended,
to sell a sufficient portion of the shares and deliver the sale proceeds
directly to the Corporation to pay the exercise price; (iii) in the discretion
of the Plan Administrator, through the delivery to the Corporation of
previously-owned shares of Common Stock having an aggregate Fair Market Value
equal to the option exercise price of the shares being purchased pursuant to the
exercise of the Option; provided, however, that shares of Common Stock delivered
in payment of the option price must have been held by the Optionee for at least
six (6) months in order to be utilized to pay the option price; (iv) in the
discretion of the Plan Administrator, through an election to have shares of
Common Stock otherwise issuable to the Optionee withheld to pay the exercise
price of such Option; or (v) in the discretion of the Plan Administrator,
through any combination of the payment procedures set forth in Subsections (i) -
(iv) of this paragraph.
3. Miscellaneous.
-------------
(a) This Agreement and the options represented
hereby may not be assigned or transferred in
any manner except by will or by the laws of
descent and distribution or pursuant to a
domestic relations order.
(b) This Agreement will be governed and
interpreted in accordance with the laws of
the State of Connecticut and federal law (to
the extent it preempts the laws of the State
of Connecticut), and may be executed in more
2
<PAGE>
than one counterpart, each of which shall
constitute an original document.
(c) Other than alterations to, amendments to,
suspensions of, or discontinuations of the
Plan, as permitted by the Plan, no
alterations, amendments, changes or
additions to this Agreement will be binding
upon either the Corporation or Optionee
unless reduced to writing and signed by both
parties.
(d) All controversies or claims arising out of
this Agreement shall be determined by
binding arbitration, conducted at the
Corporation's offices in Greenwich,
Connecticut, or at such other location
designated by the Corporation, before the
American Arbitration Association.
(e) No rule of construction requiring
interpretation against the drafting party
shall apply to the interpretation of this
Agreement.
(f) If any provision of this Agreement is held
to be invalid, the remaining provisions
shall remain in full force and effect.
(g) The Corporation does not make any
representations or warranties regarding the
current or future value of the shares
underlying the option.
In witness whereof, the parties have executed this Agreement as of the
Grant Date.
CORPORATION:
VDC COMMUNICATIONS, INC.
By:
----------------------------
Frederick A. Moran
Chief Executive Officer
OPTIONEE:
-------------------------------
3
<PAGE>
----------------
Optionee
Schedule A
1. Grant Date: October 16, 2000
2. Number of Shares of Common Stock covered by the Option:
-------
3. Exercise Price (100% of Fair Market Value of Common Stock on the Grant
Date): $0.1875
4. The Option shall vest in accordance with the following schedule:
(i) shares shall vest on the first anniversary of the
-------
Grant Date, provided Optionee remains continuously employed by
the Corporation or any of its Subsidiaries (as defined in the
Plan) from October 16, 2000 through October 15, 2001;
(ii) shares shall vest on the second anniversary of the
-------
Grant Date, provided Optionee remains continuously employed by
the Corporation or any of its Subsidiaries (as defined in the
Plan) from October 16, 2000 through October 15, 2002;
(iii) shares shall vest on the third anniversary of the
-------
Grant Date, provided Optionee remains continuously employed by
the Corporation or any of its Subsidiaries (as defined in the
Plan) from October 16, 2000 through October 15, 2003;
(iv) shares shall vest on the fourth anniversary of the
-------
Grant Date, provided Optionee remains continuously employed by
the Corporation or any of its Subsidiaries (as defined in the
Plan) from October 16, 2000 through October 15, 2004; and
(v) shares shall vest on the fifth anniversary of the
-------
Grant Date, provided Optionee remains continuously employed by
the Corporation or any of its Subsidiaries (as defined in the
Plan) from October 16, 2000 through October 15, 2005.
4
