4 YEAR VESTING
HIGHWAYMASTER COMMUNICATIONS, INC.
AMENDED AND RESTATED STOCK OPTION AGREEMENT
This AMENDED AND RESTATED STOCK 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"). This AMENDED AND
RESTATED STOCK OPTION AGREEMENT amends, restates and replaces in its entirety the prior STOCK
OPTION AGREEMENT entered into between Optionee and the Company which has the same Date of Grant
set forth in Section 18(a) below.
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. This AMENDED AND RESTATED OPTION
AGREEMENT has been adjusted to reflect an amended stock option exercise price per share, as set forth in
Section 18 below. The number of shares of Common Stock exercisable under this Option and exercise price
have also 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 b