3 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 17 hereof. This AMENDED AND RESTATED OPTION
AGREEMENT has been adjusted to reflect an amended stock option exercise price per share, as set forth in
Section 17 hereof.
3. 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 such Code requirements, this Option shall be deemed a
nonqualified stock option.
4. Exercise of Option. Subject to the terms of the Plan and this Option Agreement, as of the Date of Grant and
each of the first, second, and third anniversaries of the Date of Grant, Optionee may exercise (cumulatively) rights
to acquire one-third