Amended & Restated Stock Option Grant Agreement

EXHIBIT 10.35


ACE*COMM CORPORATION


AMENDED AND RESTATED OMNIBUS STOCK PLAN


AMENDED AND RESTATED 2000 NON-QUALIFIED STOCK OPTION GRANT AGREEMENT


This Agreement (this "Agreement") is entered into effective as of October 26, 1999 (the "Grant Date"), by and between ACE*COMM Corporation, a Maryland corporation (the "Company"), and James K. Eckler ("Grantee").


By executing this Agreement, the Company and the Grantee hereby acknowledge that, except as otherwise expressly provided herein, this Agreement supersedes any and all prior understandings or agreements between the Grantee and the Company, whether written or oral, with respect to the grant of options in the fiscal year ending June 30, 2000.


ARTICLE 1


GRANT OF OPTION


SECTION 1.1 GRANT OF OPTION. Subject to the terms and conditions prescribed in the Agreement and pursuant to the provisions of the Plan, the Company hereby grants to Grantee as of the Grant Date a Non-Qualified Stock Option (the "Option") to purchase all or any part of 35,000 shares of Stock (the "Option Shares") at an exercise price of $3.781 per share (the "Exercise Price").


SECTION 1.2 TERM OF OPTION. Unless the Option granted pursuant to Section 1.1 hereof terminates earlier pursuant to other provisions of the Agreement, the Option shall expire at 5:00 p.m. Eastern Time on the day following the tenth (10th) anniversary of its Grant Date.


ARTICLE 2


VESTING


SECTION 2.1 VESTING AND EXERCISABILITY. Unless the Option has earlier terminated pursuant to the provisions of the Agreement, Grantee shall become vested in the Option Shares in accordance with the schedule below; provided, however, that Grantee shall have been in the continuous, full-time employ of the Company from the Grant Date, through the applicable date below. To the extent the Option is vested, it shall be exercisable for such number of Option Shares which have vested, as follows:


Number of Option
Date Shares Vested to which Option is Exercisable
---- --------------------------------------------
October 23, 2000 10,000 shares


October 7, 2001 5,000 shares


or as to these 15,000 shares, such earlier date, following a "Change of Control" (as defined in the


Page 1 of 5 2


Employment Agreement among the Company and the Grantee dated October 7, 1999 and amended as of March 31, 2000, (the "Employment Agreement")), as the Grantee's employment has been terminated by the Company other than for "Cause" (in accordance with Section 7.3(b) of the Employment Agreement) or by the Grantee for "Good Reason" (in accordance with Section 7.4(a) of the Employment Agreement).


Number of
Date Option Shares
---- -------------


October 26, 2005 6,667 shares
October 26, 2006 6,667 shares
October 26, 2007 6,666 shares


SECTION 2.2 ACCELERATION OF VESTING. [intentionally deleted]


ARTICLE 3


EXERCISE OF OPTION


SECTION 3.1 EXERCISABILITY OF OPTION. Except as otherwise provided herein, no portion of the Option shall be exercisable by Grantee prior to the time such portion of the Option has vested. Options to purchase Vested Option Shares that have become exercisable shall remain exercisable throughout the term of the Option, except as otherwise set forth in this Agreement, including Article 4 hereof.


SECTION 3.2 ACCELERATION OF EXERCISABILITY. [intentionally omitted]


SECTION 3.3 MANNER OF EXERCISE. The exercisable portion of an Option may be exercised, in whole or in part, by delivering written notice (an "Exercise Notice") to the Committee in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that an Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such Exercise Notice shal ...