4 YEAR VESTING
HIGHWAYMASTER COMMUNICATIONS, INC.
STOCK OPTION AGREEMENT
This OPTION AGREEMENT is entered into by and between HighwayMaster Communications, Inc., a
Delaware corporation (the "Company"), and the undersigned employee of the Company's subsidiary,
HighwayMaster Corporation, (the "Optionee").
1. Grant of Option. The Company hereby grants to the Optionee effective as of the date set forth in Section 18
hereof (the "Date of Grant"), the right and option (the "Option") to purchase up to the aggregate number of shares
of common stock, par value $.01 per share, of the Company (the "Common Stock") set forth in Section 18
hereof, subject to adjustment pursuant to Section 3 hereof and subject to the Optionee's acceptance and
agreement to all of the terms and conditions and restrictions described in the HighwayMaster Communications,
Inc. (formerly known as HM Holding Corporation) 1994 Stock Option Plan, as amended (the "Plan"), a copy of
which has been provided to the Optionee, and to the further terms, conditions and restrictions set forth below.
2. Exercise Price. Subject to adjustment pursuant to Section 3, the exercise price payable by the Optionee upon
exercise of this Option is set forth in Section 18 hereof.
3. Adjustments to Number of Shares and Option Price. The number of shares of Common Stock exercisable
under this Option and exercise price have been adjusted to give effect to the purchase under that certain
Subscription Agreement dated February 4, 1994, by and among the Company and the Purchasers listed therein
by such Purchasers of an aggregate of 2,130.435 shares of Common Stock of the Company. The number of
shares and exercise price shall also be adjusted as provided in Section 9.3 of the Plan.
4. Tax Status. This Option will be treated as an "incentive stock option" within the meaning of Section 422 of the
Code to the extent that any portion of this Option meets the requirements of Section 422 of the Code. To the
extent that any portion of this Option does not meet s