{"id":38200,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-plan-worldcom-inc-and-mfs-communications-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-plan-worldcom-inc-and-mfs-communications-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-plan-worldcom-inc-and-mfs-communications-co-inc.html","title":{"rendered":"1992 Stock Plan &#8211; WorldCom Inc. and MFS Communications Co. Inc."},"content":{"rendered":"<pre>                          WORLDCOM\/MFS 1992 STOCK PLAN\n\n                 (AMENDED AND RESTATED AS OF DECEMBER 31, 1996)\n\n\n                        INTRODUCTION AND HISTORY OF PLAN\n\n       The Plan originally was adopted by MFS Communications Company, Inc.\n('MFS') effective November 23, 1992.  Effective December 31, 1996, MFS merged\nwith and into WorldCom, Inc. ('WorldCom') pursuant to a Merger Agreement.  As a\nresult of the merger, WorldCom assumed sponsorship of the Plan, and the Plan\nwas amended and restated to redesignate the Plan as sponsored by WorldCom\neffective December 31, 1996.  Under the terms of the Merger Agreement, rights\nto acquire stock of MFS outstanding under the Plan before December 31, 1996\nwere substituted with rights to acquire stock of WorldCom, as adjusted for the\nmerger exchange ratio of 2.1 shares of stock of WorldCom for each outstanding\nshare of MFS stock.  Except as adjusted for this exchange ratio, all rights of\nParticipants under the Plan before December 31, 1996 are preserved hereunder.\nThe amended and restated Plan is intended to change the Plan as required as a\nresult of the merger but is not otherwise intended to effect substantive\namendments to the Plan beyond those required by the merger.\n\n                                   ARTICLE I\n\n                                NAME AND PURPOSE\n\n       For purposes of Article I, each such term as used in this Article shall\nbe defined in Article II.\n\n       1.1    NAME.  The name of the Plan shall be the WorldCom\/MFS 1992 Stock\nPlan.\n\n       1.2    PURPOSE.  The purpose of the Plan is to enable Employees and\nOutside Consultants to share in the growth and prosperity of the Company by\nencouraging stock ownership by Employees and Outside Consultants and to assist\nthe Company to obtain and retain skilled personnel and consultants.  Incentive\nStock Options, Nonqualified Stock Options, Restricted Shares, bargain stock,\nStock Appreciation Rights, bonuses of Company stock and other types of stock\nawards and cash may be granted under this Plan.\n\n                                   ARTICLE II\n\n                                  DEFINITIONS\n\n       2.1    'BOARD' means the Board of Directors of the Company.\n\n       2.2    'CODE' means the Internal Revenue Code of 1986, as amended.\n\n       2.3    'COMMITTEE' shall mean the Compensation Committee of the Board.\n\n       2.4    'COMPANY' means WorldCom, Inc., a Georgia corporation, or any\nsuccessor corporation.\n\n       2.5    'COMPANY STOCK' means shares of common stock issued by the\nCompany, par value $0.01 per share.\n\n       2.6    'DIRECTOR' means any person who is a member of the Board.\n\n       2.7    'EMPLOYEE' means any person employed on a full-time basis by the\nEmployer or a Subsidiary.\n\n       2.8    'EMPLOYER' means the Company.\n\n       2.9    'INCENTIVE STOCK OPTION' means any option granted to a\nParticipant under the Plan, which the Committee intends at the time it is\ngranted, to be an incentive stock option within the meaning of Section 422 of\nthe Code.\n\n       2.10   'MERGER AGREEMENT' means the Amended and Restated Agreement and\nPlan of Merger dated as of August 25, 1996 by and between the Company, HIJ\nCorp., a wholly-owned subsidiary of the Company ('HIJ'), and MFS, whereby HIJ\nmerged with and into MFS.\n\n       2.11   'MFS' means MFS Communications Company, Inc., a Delaware\ncorporation.\n\n       2.12   'NONQUALIFIED STOCK OPTION' means any stock option granted under\nthe Plan which is not an Incentive Stock Option.\n\n       2.13   'OPTIONEE' is any Employee or Outside Consultant who is granted\noptions under the Plan.\n\n       2.14   'OUTSIDE CONSULTANT' is an individual who is not an Employee, but\nprovides services to the Company.  Outside Consultant does not include\nDirectors.\n\n       2.15   'PARTICIPANT' shall mean any Employee or Outside Consultant who\nmeets the requirements for participation in the Plan as described in Article\nIII.\n\n       2.16   'QUALIFYING STOCK' means Company Stock which has been owned by\nthe Employee or the Outside Consultant for at least six months prior to the\ndate of exercise of an option granted pursuant to this Plan and has not been\nused in a stock-for-stock swap transaction within the preceding six months.\n\n       2.17   'SUBSIDIARY' means a corporation which is a 'subsidiary\ncorporation' as defined in Section 424 of the Code.\n\n                                  ARTICLE III\n\n                         ELIGIBILITY AND PARTICIPATION\n\n       3.1    ELIGIBILITY.  Every Employee hired prior to July 1, 1992, and\nOutside Consultants shall be eligible to become a Participant in the Plan;\nprovided that no Employee who holds any Rights under the Metropolitan Fiber\nSystems, Inc. (MFS Telecom, Inc.) Incentive Compensation Rights Plan adopted\nJuly 26, 1989 shall be eligible.\n\n       3.2    PARTICIPATION.  The Employees and Outside Consultants who\nshall participate in the Plan and thereby be eligible to receive awards shall\nbe such Employees and Outside Consultants as the Committee shall select from\ntime to time.  The Committee shall determine the number of and the combination\nof stock options, Restricted Shares, Stock Appreciation Rights (as such terms\nare defined herein) and other stock awards granted to Employees and Outside\nConsultants.\n\n       3.3    DIRECTOR PARTICIPATION.  As of the effective date set forth in\nSection 12.3, non-Employee Directors who provide service to the Company, other\nthan Director services, shall be granted a Nonqualified Stock Option for 50,000\nshares of Company Stock.  Non-Employee Directors who are on the Committee are\nnot eligible to receive any other Benefits under this Plan.\n\n\n\n\n\n                                      -2-\n\n                                   ARTICLE IV\n\n                                TYPE OF BENEFITS\n\n       Benefits under the Plan ('Benefits') may be granted in any one or any\ncombination of (a) Incentive Stock Options; (b) Nonqualified Stock Options; (c)\nStock Appreciation Rights; (d) restricted stock awards; (e) bargain purchase of\nCompany Stock; (f) bonuses of Company Stock; (g) any other form of stock\nbenefit; or (h) cash.  However, Incentive Stock Options may not be granted to\nOutside Consultants.\n\n       Without limiting the Committee's authority, the Committee may: (a) make\nthe grant of Benefits conditional upon an election by a Participant to defer\npayment of a portion of his salary; (b) give a Participant a choice between two\nBenefits or combination of Benefits; (c) award Benefits in the alternative so\nthat acceptance of or exercise of one Benefit cancels the right of a\nParticipant to another; (d) award Benefits in any combination or combinations\nand subject to any condition or conditions consistent with the terms of the\nPlan that the Committee in its sole discretion may determine; and (e) provide\nany vesting schedule (including immediate vesting) as the Committee deems\nappropriate.\n\n                                   ARTICLE V\n\n                             SHARES SUBJECT TO PLAN\n\n       The total number of shares for which options and other Company Stock\nawards may be granted under this Plan shall not exceed in the aggregate\n12,600,000 shares of Company Stock.  This number shall be appropriately\nadjusted if the number of issued shares of Company Stock shall be increased or\nreduced by a change in par value, combination, split-up, reclassification,\ndistribution of a dividend payable in stock, or the like.  The shares issued\nunder the Plan may be authorized and unissued shares or treasury shares.\n\n       In the event that any outstanding option or other Benefit (except\nRestricted Shares) issued pursuant to the Plan shall expire or terminate, the\nshares allocable to the unexercised or forfeited portion of such Benefit may\nagain be subject to an award under the Plan.\n\n                                   ARTICLE VI\n\n                                    OPTIONS\n\n       The Committee from time to time may grant Incentive Stock Options and\nNonqualified Stock Options, provided, however, that only Employees may be\nentitled to receive Incentive Stock Options.\n\n       Each option agreement between the Company and a Participant shall be in\nsuch form and shall contain such provisions as the Committee from time to time\nshall deem appropriate.  Option agreements need not be identical.  The option\nagreements shall specify whether or not an option is an Incentive Stock Option.\n\n       The terms of Incentive Stock Options granted shall include the\nfollowing:\n\n\n       (a)    The option price shall be fixed by the Committee in good faith,\nbut in no event be less than 100% of the fair market value of the shares\nsubject to the option on the date the option is granted.\n\n       (b)    The Committee shall fix the term or duration of all Incentive\nStock Options issued under this Plan provided that such term shall not exceed\nten years after the date on which the option was granted and shall not\n\n\n\n\n\n                                      -3-\n\nextend beyond the Optionee's employment with the Company.  The Committee shall\nalso set the date or dates on, or after which, each option may be exercised.\n\n       (c)    The aggregate fair market value, determined as of the time the\nIncentive Stock Option is granted, of the stock which may become exercisable\nfor the first time by any Employee during any calendar year shall not exceed\n$100,000.\n\n       (d)    Each Incentive Stock Option agreement (and amendments) shall\ncontain such terms and provisions, consistent with the requirements of this\nPlan, as the Committee in its discretion shall determine, including without\nlimitation such terms and provisions as shall be requisite to cause the options\nto qualify as Incentive Stock Options.\n\n       Notwithstanding any other provisions of the Plan, no Incentive Stock\nOption shall be granted to an Employee who, at the time the option is granted,\nowns stock representing more than 10% of the total combined voting power of all\nclasses of stock of the Company.  This stock ownership limitation will not\napply if the option price is at least 110% of the fair market value (at the\ntime the option is granted) of the stock subject to the option, and the option\nby its terms is not exercisable more than five years from the date it is\ngranted.\n\n       Options and similar Benefits (including Stock Appreciation Rights) shall\nnot be transferrable otherwise than by will or the laws of descent and\ndistribution, and during the Participant's lifetime, such a Benefit shall be\nexercisable only by the Participant.\n\n       The Committee may grant a replacement option (a 'Replacement Option') to\nany Participant who exercises all or part of an option granted under this Plan\nusing Qualifying Stock as payment for the purchase price.  A Replacement Option\nshall grant to the Participant the right to purchase, at the fair market value\nas of the date of said exercise and grant, the number of shares of stock equal\nto the sum of the number of whole shares (a) used by the Participant in payment\nof the purchase price for the option which was exercised and (b) used by the\nParticipant in connection with applicable withholding taxes on such\ntransaction.  A Replacement Option may not be exercised for six months\nfollowing the date of grant, and shall expire on the same date as the option\nwhich it replaces.\n\n                                  ARTICLE VII\n\n                               RESTRICTED SHARES\n\n       The Committee from time to time may award restricted shares ('Restricted\nShares') to any Participant in the Plan.  Each Participant who is awarded\nRestricted Shares shall enter into an agreement with the Company in a form\nspecified by the Committee agreeing to the terms and conditions of the award\nand such other matters consistent with the Plan as the Committee in its sole\ndiscretion shall determine.\n\n       Restricted Shares awarded to Participants may not be sold, transferred,\npledged or otherwise encumbered during the restricted period commencing on the\ndate of the award and ending at such later date as the Committee may designate\nat the time of the award.  The Participant shall have the entire beneficial\nownership and all rights and privileges of a shareholder with respect to\nRestricted Shares awarded to him, including the right to receive dividends and\nthe right to vote such Restricted Shares.\n\n       The Committee may provide any other terms or conditions with regard to\nRestricted Shares that it deems appropriate.  Restricted Shares and agreements\nrelated thereto need not be identical.\n\n\n\n\n\n                                      -4-\n\n                                  ARTICLE VIII\n\n                           STOCK APPRECIATION RIGHTS\n\n       The Committee from time to time may grant stock appreciation rights\n('Stock Appreciation Rights') to any Participant in the Plan.  A Stock\nAppreciation Right shall be evidenced by a Stock Appreciation Right agreement\nbetween the Company and the Participant, which shall contain such terms and\nconditions consistent with the Plan as the Committee from time to time shall\ndeem appropriate.\n\n       A Stock Appreciation Right may be satisfied by the Company in cash or in\nshares of Company Stock, as determined by the Committee.  The agreement may\nlimit the maximum amount of appreciation taken into account under a Stock\nAppreciation Right.\n\n       A Stock Appreciation Right may be granted in conjunction with an\nIncentive Stock Option, a Nonqualified Stock Option, Restricted Shares or any\nother award hereunder.  At the discretion of the Committee, a Stock\nAppreciation Right may be exercisable only to the extent that a related award\nis exercisable and only upon surrender of a related award.  In the event of the\nexercise of a Stock Appreciation Right, the exercise of which is conditioned\nupon surrender of a related award, the number of shares that may be issued\nunder this Plan shall be reduced by the number of shares covered by the award\nor portion thereof surrendered.\n\n       The Committee may provide any other terms or conditions with regard to\nStock Appreciation Rights that it deems appropriate.  Stock Appreciation Rights\nand agreements related thereto need not be identical.\n\n                                   ARTICLE IX\n\n                                  OTHER AWARDS\n\n       The Committee may grant any other cash, stock or stock-related awards to\na Participant under this Plan that the Committee deems appropriate, including,\nbut not limited to, the bargain purchase of Company Stock and stock bonuses.\nAny such benefits and any related agreements shall contain such terms and\nconditions as the Committee deems appropriate.  Such awards and agreements need\nnot be identical.  With respect to any Benefit under which shares of Company\nStock are or may in the future be issued (other than shares issued from the\nCompany's treasury) for consideration other than prior services, the amount of\nsuch consideration shall be equal to the amount (such as the par value of such\nshares) required to be received by the Company in order to comply with\napplicable state law.\n\n                                   ARTICLE X\n\n                                 ADMINISTRATION\n\n       The Plan shall be administered by the Committee.  A majority vote of the\nCommittee at which a quorum is present, or acts reduced to or approved in\nwriting by a majority of the members of the Committee, shall be the valid acts\nof the Committee for the purposes of the Plan.\n\n       The Committee shall have plenary authority in its discretion, but\nsubject to the express provisions of the Plan, to determine the terms of all\nBenefits granted under the Plan including, without limitation, the purchase\nprice, if any, the Employees and Outside Consultants to whom, and the time or\ntimes at which Benefits shall be granted, when an option can be exercised, or\nRestricted Shares, Stock Appreciation Rights and other Benefits become\nforfeitable, and whether in whole or in installments, and the number of shares\ncovered by a Benefit, and to interpret the plan and to make all other\ndeterminations deemed advisable for the administration of the Plan.  The\nCommittee\n\n\n\n\n\n                                      -5-\n\nmay designate Employees of the Company to assist the Committee in the\nadministration of the Plan and may grant authority to such persons to execute\noption agreements or other documents on behalf of the Committee.\n\n       Payment in full for the number of shares purchased under any Benefit,\nincluding an option, shall be made to the Company at the time of such exercise.\nThe Committee, in its discretion, may provide that any Benefit by its terms may\npermit a Participant to elect, subject to Committee approval, any of the\nfollowing alternative settlement methods: (a) cash equal to the excess of the\nvalue of one share over the option or purchase price times the number of shares\nas to which the award is exercised; (b) the number of full shares having an\naggregate value not greater than the cash amount calculated under alternative\n(a); or (c) any combination of cash and stock having an aggregate value not\ngreater than the cash amount calculated under alternative (a).  For purposes of\ndetermining an alternative settlement, the value per share shall be determined\nunder the same method as used to determine the option price in the case of\nstock options.\n\n       Payment for such shares shall be made in cash, or with the consent of\nthe Committee, in shares of Qualifying Stock, or a combination thereof.\n\n       The Committee may make such rules and regulations and establish such\nprocedures as it deems appropriate for the administration of the Plan.  In the\nevent of a disagreement as to the interpretation of the Plan or any amendment\nhereto or any rule, regulation or procedure thereunder or as to any right or\nobligation arising from or related to the Plan, the decision of the Committee\nshall be final and binding.  No member of the Committee shall be liable for any\naction or determination made in good faith with respect to the Plan or any\nBenefit granted under it.\n\n                                   ARTICLE XI\n\n                        ADJUSTMENT UPON CHANGES OF STOCK\n\n       If any change is made to the shares of Company Stock by reason of any\nmerger, consolidation, reorganization, recapitalization, stock dividend, split\nup, combination of shares, exchange of shares, change in corporate structure,\nor otherwise, appropriate adjustments shall be made by the Committee to the\nkind and maximum number of shares subject to the Plan and the kind and number\nof shares and price per share of stock subject to each outstanding Benefit.  No\nfractional shares of stock shall be issued under the Plan on account of any\nsuch adjustment, and rights to shares always shall be limited after such an\nadjustment to the lower full share.\n\n                                  ARTICLE XII\n\n                                 MISCELLANEOUS\n\n       12.1   CONTINUATION OF EMPLOYMENT.  Neither this Plan nor any Benefit\ngranted hereunder shall confer upon any Employee or any Outside Consultant any\nright to continue in the employment of the Company or limit in any respect the\nright of the Company to terminate an Employee's or an Outside Consultant's\nemployment at any time.\n\n       12.2   WITHHOLDING.  With respect to any payments made to Participants\nunder the Plan, the Company shall have the right to withhold any taxes required\nby law to be withheld because of such payments.  With respect to any such\nwithholding:\n\n              (a)    Each Participant shall take whatever action that the\nCommittee deems appropriate to comply with the law regarding withholding of\nfederal, state and local taxes.\n\n\n\n\n\n                                      -6-\n\n              (b)    When a Participant is obligated to pay to the Company an\namount required to be withheld under applicable income tax laws in connection\nwith a Benefit, the Committee may, in its discretion and subject to such rules\nas it may adopt, permit the Participant to satisfy this obligation, in whole or\nin part, either (i) by having the Company withhold from the shares to be issued\nupon the exercise of an option or a Stock Appreciation Right or upon the\nreceipt of a Benefit, shares having a fair market value that would satisfy the\nwithholding amount due or (ii) by delivering to the Company already-owned\nshares to satisfy the withholding amount.\n\n       12.3   EFFECTIVE DATE.      This Plan is effective on November 23, 1992.\nBenefits hereunder may be granted at any time subject to the limitations\ncontained within the Plan.\n\n                                  ARTICLE XIII\n\n                           AMENDMENT AND TERMINATION\n\n       13.1   AMENDMENT.  The Board may amend the Plan from time to time as it\ndeems desirable and shall make any amendments which may be required so that\noptions intended to be Incentive Stock Options shall at all times continue to\nbe Incentive Stock Options for the purposes of the Code; provided, however, the\nPlan may not be amended to change the number of shares subject to the Plan or\ndecrease the price at which Incentive Stock Options may be granted.\n\n       13.2   TERMINATION OF PLAN.  The Board may in its discretion terminate\nthe Plan at any time, but no such termination shall deprive Participants of\ntheir rights under outstanding Benefits.  Notwithstanding the preceding\nsentence, no Incentive Stock Options may be granted pursuant to the Plan later\nthan ten years after the date the Plan is adopted or the date the Plan is\napproved by the shareholders of MFS, whichever is earlier.\n\n                                                  WORLDCOM, INC.,\n                                                  a Georgia corporation\n\n\n                                                  By:                           \n                                                         -----------------------\n                                                  Name:\n                                                  Title:\n\n\n\n\n\n\n\n\n\n\n                                      -7-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9545],"class_list":["post-38200","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38200","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38200"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38200"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38200"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38200"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}