The following form of Non-Qualified Stock Option Agreement was entered into with
James B. Dittman, Dr. Hussein Elkholy, and Dr. Leonard Hausman as follows:
2000-OP
--------
--------------------
Optionee
VDC COMMUNICATIONS, INC.
------------------------
FORM OF NON-QUALIFIED 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 person named on Schedule A hereto (the "Optionee").
WHEREAS, Optionee is a valuable agent 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 hereby is subject to the terms, conditions, and covenants set
forth in the Plan as well as the following:
(a) This option shall constitute a Non-Qualified
Stock Option which is not intended to
qualify under Section 422 of the Internal
Revenue Code of 1986, as amended;
1
<PAGE>
(b) The per share exercise price for the shares
subject to this option shall be 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 is binding upon the parties
hereto and their respective heirs, personal
representatives, successors and permitted
assigns.
(b) This Agreement will be governed and
interpreted in accordance with the laws of
the State of Connecticut, and may be
executed in more 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.
2
<PAGE>
(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.
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: 10,000
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) 3,333 shares shall vest on the first anniversary of the Grant
Date, provided Optionee continuously serves as a member of the
Corporation's Board of Directors from October 16, 2000 through
October 15, 2001;
(ii) 3,333 shares shall vest on the first anniversary of the Grant
Date, provided Optionee continuously serves as a member of
the Corporation's Board of Directors from October 16, 2000
through October 15, 2002; and
(iii) 3,334 shares shall vest on the first anniversary of the Grant
Date, provided Optionee continuously serves as a member of the
Corporation's Board of Directors from October 16, 2000 through
October 15, 2003.
4
