{"id":38211,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1993-stock-plan-worldcom-inc-and-mfs-communications-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-stock-plan-worldcom-inc-and-mfs-communications-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-stock-plan-worldcom-inc-and-mfs-communications-corp.html","title":{"rendered":"1993 Stock Plan &#8211; WorldCom Inc. and MFS Communications Corp."},"content":{"rendered":"<pre>                          WORLDCOM\/MFS 1993 STOCK PLAN\n\n                 (AMENDED AND RESTATED AS OF DECEMBER 31, 1996)\n\n\n                        INTRODUCTION AND HISTORY OF PLAN\n\n       Effective December 31, 1996, MFS Communications Company, Inc. ('MFS')\nmerged with and into WorldCom, Inc. ('WorldCom') pursuant to a Merger\nAgreement.  As a result of the merger, WorldCom assumed sponsorship of the\nPlan, and the Plan was amended and restated to redesignate the Plan as\nsponsored by WorldCom effective December 31, 1996.  Under the terms of the\nMerger Agreement, rights to acquire stock of MFS outstanding under the Plan\nbefore December 31, 1996 were substituted with rights to acquire stock of\nWorldCom, as adjusted for the merger exchange ratio of 2.1 shares of stock of\nWorldCom for each outstanding share of MFS stock.  Except as adjusted for this\nexchange ratio, all rights of Participants under the Plan before December 31,\n1996 are preserved hereunder.  The amended and restated Plan is intended to\nchange the Plan as required as a result of the merger but is not otherwise\nintended to effect substantive amendments to the Plan beyond those required by\nthe 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 1993 Stock\nPlan.\n\n       1.2    Purpose.  The purpose of the Plan is to enable Employees, Outside\nConsultants and Non-Employee Directors to share in the growth and prosperity of\nthe Company by encouraging stock ownership by them and to assist the Company to\nobtain and retain skilled personnel, consultants and directors.  Incentive\nStock Options, Nonqualified Stock Options, Outperformance Options, Restricted\nShares (as defined in Article VIII), bargain stock, Stock Appreciation Rights\n(as defined in Article IX), bonuses of Company Stock, and other types of stock\nawards and cash may be granted under this Plan, with respect to a maximum of\n42,000,000 shares of Company Stock.  The shares of Company Stock authorized for\nissuance under this Plan shall also be available to satisfy obligations to\ndeliver shares of Company Stock (whether or not restricted) under other\ncompensation and benefit plans heretofore or hereafter established by the\nCompany, including but not limited to the Bonus Plan, the Deferred Stock Plan\nand the Qualified Stock Plan.\n\n                                   ARTICLE II\n\n                                   DEFINITION\n\n       2.1    'Board' means the Board of Directors of the Company.\n\n       2.2    'Bonus Plan' means the MFS Communications Company, Inc. 1996\nBonus Plan, as amended from time to time.\n\n       2.3    'Code' means the Internal Revenue Code of 1986, as amended.\n\n       2.4    'Committee' means a committee or subcommittee of the Board, which\nshall be comprised solely of two or more persons who are both 'outside\ndirectors' within the meaning of Section 162(m) of the Code, and 'Non-Employee\nDirectors' within the meaning of Rule 16b-3 promulgated under the Exchange Act.\n\n       2.5    'Company' means WorldCom, Inc., a Georgia corporation, or any\nsuccessor corporation.\n\n       2.6    'Company Stock' means shares of common stock of the Company, par\nvalue $0.01 per share.\n\n       2.7    'Deferred Stock Plan' means the WorldCom\/MFS 1995 Deferred Stock\nPurchase Plan, as amended from time to time, or any successor thereto.\n\n       2.8    'Director' means any person who is a member of the Board.\n\n       2.9    'Employee' means any person employed on a full-time basis by the\nEmployer or a Subsidiary.\n\n       2.10   'Employer' means the Company.\n\n       2.11   'Exchange Act' means the Securities Exchange Act of 1934, as\namended.\n\n       2.12   '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       2.13   'Merger Agreement' shall mean the Amended and Restated Agreement\nand Plan 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       2.14   'Non-Employee Director' means a Director who is not also an\nEmployee.\n\n       2.15   'Nonqualified Stock Option' means any stock option granted under\nthe Plan (including but not limited to an Outperformance Option) which is not\nan Incentive Stock Option.\n\n       2.16   'MFS' means MFS Communications Company, Inc., a Delaware\ncorporation, which is a Subsidiary of the Company pursuant to a merger with the\nCompany on December 31, 1996.\n\n       2.17   'Optionee' is an Employee or Outside Consultant who is granted\noptions under the Plan.\n\n       2.18   'Outperformance Option' shall mean a Nonqualified Stock Option\ndescribed in Article VIII.\n\n       2.19   'Outside Consultant' is an individual who is not an Employee but\nprovides services to the Company.  Outside Consultant does not include\nDirectors.\n\n       2.20   'Participant' shall mean any Employee or Outside Consultant who\nmeets the requirements for participation in the Plan as described in Article\nIII.\n\n       2.21   'Qualified Stock Plan' means the WorldCom\/MFS Employee Stock\nBonus Plan, as amended from time to time, or any successor thereto.\n\n       2.22   '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       2.23   'Subsidiary' means a corporation which is a 'subsidiary\ncorporation' of the Company as defined in Section 424 of the Code.\n\n\n\n\n\n                                      -2-\n\n                                  ARTICLE III\n\n                         ELIGIBILITY AND PARTICIPATION\n\n       3.1    Eligibility.  Every Employee, Outside Consultant and Non-Employee\nDirector during the term of this Plan shall be eligible to become a Participant\nin the Plan.\n\n       3.2    Participation.  The Employees and Outside Consultants who shall\nparticipate in the Plan and thereby be eligible to receive awards shall be such\nEmployees and Outside Consultants as the Committee shall select from time to\ntime.  The Committee shall determine the number of and the combination of stock\noptions (including Outperformance Options), Restricted Shares, Stock\nAppreciation Rights and other stock awards granted to Employees and Outside\nConsultants, subject to any limitations set forth in the Plan.  Non-Employee\nDirectors shall receive automatic grants of shares of Company Stock annually\npursuant to Article VI herein.  In addition, any current or former Employee who\nis a participant in the Bonus Plan (and who is eligible to receive shares of\nCompany stock thereunder), the Qualified Stock Plan or the Deferred Stock Plan\nshall, to the extent necessary to satisfy obligations under such plans, be\ndeemed a Participant hereunder.\n\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)\nOutperformance Options; (d) Stock Appreciation Rights; (e) restricted stock\nawards; (f) bargain purchases of Company Stock; (g) bonuses of Company Stock;\n(h) any other form of stock benefit, including but not limited to stock\nbenefits under the Bonus Plan, Deferred Stock Plan and Qualified Stock Plan\nDeferred Stock Plan; or (i) cash.  However, Incentive Stock Options may not be\ngranted to anyone who is not an Employee.\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 which may be issued pursuant to this Plan\n(including any Benefits payable in cash but denominated as shares of Company\nStock) shall not exceed in the aggregate 42,000,000 shares of Company Stock.\nThe total number of shares for which options (other than Outperformance\nOptions) may be granted under this Plan to any one individual during any\ncalendar year shall not exceed in the aggregate 2,000,000 shares of Company\nStock.  The foregoing amounts shall be appropriately adjusted if the number of\nissued shares of Company Stock shall be increased or reduced by a change in par\nvalue, combination, split-up, reclassification, distribution of a dividend\npayable in stock, or the like.  The shares issued under the Plan may be\nauthorized and unissued shares or treasury shares.\n\n\n\n\n\n                                      -3-\n\n       In the event that any outstanding option or other benefit issued\npursuant to the Plan shall expire, terminate or be forfeited, the shares\nallocable to the unexercised or forfeited portion of such Benefit may again be\nsubject to an award under the Plan.\n\n                                   ARTICLE VI\n\n                      NON-EMPLOYEE DIRECTOR FORMULA GRANT\n\n       On the date of the Company's annual meeting of shareholders each year,\nwithout any action by the Committee or the Board, each Non-Employee Director\nshall be granted a number of shares of Company Stock (the 'Director Retainer\nGrant').  On the date of the Company's annual meeting of shareholders each\nyear, without any action by the Committee or the Board, each Non-Employee\nDirector who is also the chairperson of a committee of the Board shall be\ngranted a number of shares of Company Stock (the 'Committee Chair Retainer\nGrant').  In addition, on a date no later than five business days following the\nclose of the three month period ending on March 31, June 30, September 30 and\nDecember 31 of each year, without any action by the Committee or the Board,\neach Non-Employee Director shall be paid meeting fees due to such member of the\nBoard for attending meetings of the Board during such prior three-month period\nin shares of Company Stock (the 'Board Meeting Grant').  In addition, on a date\nno later than five business days following the close of the three month period\nending on March 31, June 30, September 30 and December 31 of each year, without\nany action by the Committee or the Board, each Non-Employee Director serving on\nany committee of the Board shall be paid meeting fees due to such member of the\nBoard for attending meetings of such committee of the Board during such prior\nthree-month period in shares of Company Stock (the 'Committee Meeting Grant').\nThe number of shares of Company Stock granted pursuant to a Director Retainer\nGrant, a Committee Chair Retainer Grant, a Board Meeting Grant or a Committee\nMeeting Grant shall be equal to the value of the Non-Employee Director's annual\nretainer fee, annual committee chair retainer fee, and each Non-Employee\nDirector's previous three-month period Board meeting fees and committee meeting\nfees, if any, divided by the fair market value of one share of Company Stock\neither on the trading day just prior to the date of the Company's annual\nmeeting of shareholders with respect to a Director Retainer Grant or a\nCommittee Chair Retainer Grant, or the trading day just prior to the last\ntrading day of a calendar quarter ending March 31, June 30, September 30 or\nDecember 31 of each year with respect to a Board Meeting Grant or a Committee\nMeeting Grant.  In addition, as of the date of the Company's 1996 annual\nmeeting of shareholders, without any action by the Committee or the Board, each\nNon-Employee Director shall be granted 2,000 shares of Company Stock.\nThereafter, on the date that any person first becomes a Non-Employee Director,\nwithout any action by the Committee or the Board, such person shall be\nautomatically granted 2,000 shares of Company Stock.  For the purpose of this\nArticle VI, the fair market value of the Company Stock on any date shall be (i)\nthe average closing price per share of Company Stock on the national securities\nexchange on which such stock is principally traded over the ten trading days\nimmediately preceding such date, or (ii) if the Company Stock is not listed or\nadmitted to trading on any such exchange, the average of the highest reported\nbid and lowest reported asked prices per share of Stock as reported by the\nNational Association of Securities Dealers Inc. Automated Quotation ('NASDAQ')\nsystem over the ten trading days immediately preceding such date, or (iii) if\nthe Company Stock is not then listed on any securities exchange or prices\ntherefor are not then quoted in the NASDAQ system, the value determined by the\nCommittee in good faith.\n\n                                  ARTICLE VII\n\n                                    OPTIONS\n\n       The Committee may from time to time at its discretion subject to the\nprovisions of the Plan, determine when options shall be granted and at the time\nof each grant determine those eligible employees to whom options shall be\ngranted, the number of shares subject to such options, the date or dates on\nwhich the options become exercisable, either wholly or in part, and the\nexpiration date of the options.  Each such option shall be evidenced\n\n\n\n\n\n                                      -4-\n\nby a written agreement containing terms and conditions established by the\nCommittee consistent with the provisions of the Plan.  Option agreements need\nnot be identical.\n\n       The terms of Incentive Stock Options granted shall include the\nfollowing:\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\n10 years after the date on which the option was granted.  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 and\nOutperformance Options) shall not be transferable otherwise than by will or the\nlaws of descent and distribution, and during the Participant's lifetime, such a\nBenefit shall be exercisable only by the Participant; provided, however, that\nthe Committee may, in its sole discretion, allow for the transfer of Options\n(other than Incentive Stock Options but including Outperformance Options) to\nother persons or entities, subject to such conditions or limitations as it may\nestablish to ensure that transactions with respect to such Options intended to\nbe exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3\nthereunder do not fail to maintain such exemption as a result of the Committee\ncausing such Options to be transferable or for other purposes.\n\n       The Committee may, in its sole discretion, at any time during the term\nof the Plan, grant new options to an Optionee under the Plan who is also a\nholder of one or more unexercised outstanding options previously granted under\nthe Plan or any other stock option plan of the Company on the condition that\nsuch Optionee shall surrender for cancellation one or more outstanding options\nwhich represent the right to purchase (after giving effect to any previous\npartial exercise thereof) a number of shares, in relation to the number of\nshares to be covered by the new conditional grant hereunder, determined by the\nCommittee.  If the Committee shall have so determined to grant such new options\non such a conditional basis ('New Conditional Options'), no such New\nConditional Options shall become exercisable in the absence of such Optionee's\nconsent to the condition and surrender and cancellation as appropriate.  New\nConditional Options shall be treated in all respects under the Plan as newly\ngranted options.  Options may be granted under the Plan from time to time in\nsubstitution for similar rights held by employees of other corporations who are\nabout to become Employees of the Company or a Subsidiary as a result of a\nmerger or consolidation of the employing corporation with the Company or a\nSubsidiary, or the acquisition by the Company or a Subsidiary of the assets of\nthe employing corporation, or the acquisition by the Company or a Subsidiary of\nstock of the employing corporation as the result of which it becomes a\nSubsidiary.\n\n\n\n\n\n                                      -5-\n\n                                  ARTICLE VIII\n\n                             OUTPERFORMANCE OPTIONS\n\n       The Committee may from time to time at its discretion, subject to the\nprovisions of the Plan, determine when Outperformance Options shall be granted\nand those eligible Employees to whom Outperformance Options shall be granted.\nAt the time of each grant, the Committee shall determine the number of shares\nsubject to such Outperformance Options and, subject to the provisions of the\nPlan, any other terms or conditions affecting the Outperformance Options,\nprovided, however, that the total number of shares subject to Outperformance\nOptions which may be granted to any one individual during any one calendar year\nshall not exceed in the aggregate 2,000,000 shares of Company Stock, subject to\nadjustment as provided in Article V hereof.  With respect to the proviso in the\npreceding sentence, such number shall be determined prior to application of the\nMultiplier referred to in Section 8(i) hereof.  Each such Outperformance Option\nshall be evidenced by a written agreement containing terms and conditions\nestablished by the Committee not inconsistent with the provisions of the Plan.\nSuch agreements need not be identical with respect to Participants.\n\n       The terms of Outperformance Options granted pursuant to this Plan shall\ninclude the following:\n\n       (a)    Each Outperformance Option shall relate to a number of shares of\nCompany Stock.\n\n       (b)    The initial per-share option price of an Outperformance Option\n(the 'Initial Price') shall be equal to 100% of the per share closing price of\nCompany Stock on the trading day immediately preceding the date the option is\ngranted.\n\n       (c)    The Initial Price shall be adjusted upward or downward as of the\ndate of exercise of such Outperformance Option (the 'Adjusted Price') by a\npercentage equal to the annualized percentage increase or decrease in the\nStandard and Poor's 500 Index (the 'Annualized Percentage S&amp;P Performance')\nover the period (the 'S&amp;P Period') beginning on the date of grant and ending on\nthe trading day immediately preceding the date of exercise; provided, however,\nthat the Adjusted Price may never be less than the Initial Price unless the\nclosing price of Company Stock on the trading day immediately preceding the\ndate of exercise is no less than the Initial Price.  For purposes of\ndetermining the Annualized Percentage S&amp;P Performance with respect to any S&amp;P\nPeriod, the Standard and Poor's 500 Index as of the last day of the S&amp;P Period\nshall be deemed to equal the average closing value of such index over the ten-\nconsecutive-trading day period ending on the last day such S&amp;P Period.\n\n       (d)    The term of each Outperformance Option shall be ten (10) years\nfrom the date of grant of such option or such shorter period as determined by\nthe Committee.\n\n       (e)    Subject to paragraph (f) below, each Outperformance Option shall\nbecome vested and exercisable in accordance with the terms and conditions\nestablished by the Committee and reflected in the written award agreement.\n\n       (f)    Unless otherwise determined by the Committee, all Outperformance\nOptions shall be cancelled as of the fifteenth day preceding a Change in\nControl (as defined in Section 13.3 hereof).\n\n       (g)    There shall form a part of each Outperformance Option a number of\nunits ('Units') equal to, as of any given date, the product of (i) the number\nof shares relating to such Outperformance Option and (ii) the Multiplier (as\nhereinafter defined) that would be applicable to such Outperformance Option if\nexercised on such given date.  Each Unit shall entitle the holder to an amount\nof cash determined pursuant to the terms and conditions set forth in Section\n13.2(iii) hereof.  All Units corresponding to an Outperformance Option shall be\ncancelled upon the exercise or cancellation of such corresponding\nOutperformance Option (other than a cancellation under paragraph (f) above).\n\n\n\n\n\n                                      -6-\n\n       (h)    Upon receipt by the Committee of an Optionee's Notice of intent\nto exercise an Outperformance Option, the Committee will deliver to the\nParticipant with respect to and in cancellation of the portion of the\nOutperformance Option being exercised (i) a number of whole shares of Company\nStock with a fair market value equal to the product of (A) the closing price of\na share of Company Stock on the trading day immediately preceding the date of\nexercise, less the Adjusted Price, multiplied by (B) the 'Multiplier' (as\ndefined in paragraph (i) below) plus (ii) cash in lieu of fractional shares,\nunless the Committee determines, in its discretion, to elect any one or more of\nthe following methods of payment with respect to and in cancellation of the\nOutperformance Option: (1) the Committee may, upon the receipt from the\nParticipant of an amount with respect to the portion of the Outperformance\nOption being exercised equal to the Adjusted Price multiplied by the\nMultiplier, deliver to such Participant a number of shares of Company Stock\nequal to the product of the number of shares relating to the Outperformance\nOption being exercised and the     Multiplier; or (2) the Committee may provide\nto a Participant any other form of benefit or arrangement (including, without\nlimitation, shares of Common Stock, cash or a combination thereof) which, in\nthe Committee's judgment after considering all relevant factors, provides\nsubstantially equivalent economic benefit to such Participant.\n\n       (i)    The Multiplier shall be determined on the date of exercise based\non the extent to which the annualized percentage change (expressed as a whole\npercentage point followed by two decimal places) in the fair market value per\nshare of Company Stock (the 'Annualized Percentage Company Stock Price Change')\nover the period (the 'Company Period') beginning on the date of grant and\nending on the trading day immediately preceding the date of purported exercise\nexceeds the annualized percentage change (expressed as a whole percentage point\nfollowed by two decimal places) in the Standard and Poor's 500 Index (the\n'Annualized Percentage S&amp;P Change') over the corresponding S&amp;P Period\n(determined in a manner consistent with the determination of the Annualized\nPercentage S&amp;P Performance under paragraph (c) above), as follows:\n\n\n                               \n If Annualized Percentage\n Company Stock Price\n Change Over the Company\n Period Exceeds Annualized\n Percentage S&amp;P Change By:        The Multiplier will equal:\n -------------------------        --------------------------\n\n 0% or less                       0\n\n More than 0% but less than       2.5 plus .5 times the difference between annualized\n 11%                              Percentage Company Stock Price Change and Annualized\n                                  Percentage S&amp;P Change\n\n 11% or more                      8.0\n\n                                  For purposes of determining the Annualized Percentage\n                                  Company Stock Price Change with respect to any Company\n                                  Period, the fair market value of a share of Company Stock\n                                  as of the last day of any Company Period shall be deemed\n                                  to equal the average of the closing prices of such share\n                                  of stock over the ten-consecutive-trading-day period\n                                  ending on the last day of such Company Period.\n\n\n       (j)    The terms and conditions relating to Outperformance Options are\ndesigned so that such Outperformance Options qualify as performance-based\ncompensation within the meaning of Section 162(m) of the Code, and the\nprovisions of this Article VIII shall be construed accordingly.\n\n\n\n\n\n                                      -7-\n\n                                   ARTICLE IX\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 stockholder 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                                   ARTICLE X\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.  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 XI\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 not be less\n\n\n\n\n\n                                      -8-\n\nthan the amount (such as the par value of such shares) required to be received\nby the Company in order to comply with applicable state law.\n\n       As indicated in Article I, shares of Company Stock may also be used to\nsatisfy obligations of the Company to deliver shares of Company Stock (whether\nor not restricted) under other compensation and benefit plans heretofore or\nhereafter established by the Company, including but not limited to the Bonus\nPlan, the Deferred Stock Plan and the Qualified Stock Plan.\n\n                                  ARTICLE XII\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 may 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.\nAn Optionee to whom an option is granted shall not be deemed the holder of any\nshares subject to the option until the shares are fully paid and issued to him\nupon exercise of such option.  The Committee, in its discretion, may provide\nthat any Benefit by its terms may permit a Participant to elect, subject to\nCommittee approval, any of the following alternative settlement methods: (a)\ncash equal to the excess of the value of one share over the option or purchase\nprice times the number of shares as to which the award is exercised; (b) the\nnumber of full shares having an aggregate value not greater than the cash\namount calculated under alternative (a); or (c) any combination of cash and\nstock having an aggregate value not greater than the cash amount calculated\nunder alternative (a).  For purposes of determining an alternative settlement,\nthe value per share shall be determined under the same method as used to\ndetermine the option price in the case of stock options.\n\n       The exercise price for shares purchased shall be paid in full at the\ntime of exercise and no shares shall be issued until full payment therefor is\nmade.  Such payment may be made either (1) in cash, (2) by delivering shares of\nQualifying Stock or a combination of cash and Qualifying Stock, or (3) by\ndelivery of a copy of irrevocable instructions to a stockbroker to deliver\npromptly to the Company an amount of sale or loan proceeds equal to the\nexercise price.  Qualifying Stock shall be valued at its fair market value\ndetermined as of the date of exercise of the option.\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\n\n\n\n                                      -9-\n\n                                  ARTICLE XIII\n\n                  CHANGES TO COMPANY STOCK; CHANGE IN CONTROL\n                                 OF THE COMPANY\n\n       13.1   Changes to Company Stock.  If any change is made to the shares of\nCompany Stock by reason of any merger, consolidation, reorganization,\nrecapitalization, stock dividend, split up, combination of shares, exchange of\nshares, change in corporate structure, or otherwise, appropriate adjustments\nshall be made by the Committee to the kind and maximum number of shares subject\nto the Plan (including the maximum number of shares issuable to any one person)\nand the kind and number of shares and price per share of stock subject to each\noutstanding Benefit.  No fractional shares of stock shall be issued under the\nPlan on account of any such adjustment, and rights to shares always shall be\nlimited after such an adjustment to the lower full share.\n\n       13.2   Change in Control of the Company.  Except to the extent stated\notherwise in an award agreement, upon the occurrence of a 'Change in Control'\n(as defined below):\n\n              (a)    following which a grantee of Options (other than\nOutperformance Options) or freestanding Stock Appreciation Rights that are\noutstanding at the time of such Change in Control ('Outstanding Awards'),\nwithin two years of such Change in Control, is terminated without 'cause' (as\ndetermined by the Committee) or incurs a 'Constructive Involuntary Termination'\n(as defined below), such grantee's Outstanding Awards shall become immediately\nexercisable in full;\n\n              (b)    following which a grantee of Restricted Shares outstanding\nat the time of such Change in Control, within two years of such Change in\nControl, is terminated without 'cause' (as determined by the Committee) or\nincurs a 'Constructive Involuntary Termination' (as defined below), all\nrestrictions with respect to such grantee's Restricted Shares shall lapse, and\nsuch shares shall become fully vested and nonforfeitable;\n\n              (c)    (i) the number of Units corresponding to each\nOutperformance Option which is then outstanding (including for this purpose an\nOutperformance Option which is cancelled pursuant to Section 8(f) hereof) shall\nbe deemed to equal the product of the Multiplier and the number of shares\nrelating to such Outperformance Option had such Outperformance Option been\nexercised in full on the date of the Change in Control, whether or not such\nOutperformance Option otherwise would be vested or exercisable and without\nregard to the provisions of Section 8(f) hereof and (ii) there shall be paid to\nthe holder of each such Unit, in cancellation of such Unit and of any such\ncorresponding Outperformance Option which had not previously been cancelled, an\namount equal to the difference between the 'Change in Control Price' (as\ndefined below) and the Adjusted Price (determined as if such Outperformance\nOption had been exercised in full on the date of the Change in Control), such\namount to be paid solely in cash no later than twenty (20) days following the\nChange in Control; and\n\n              (d)    the Committee may, in its sole discretion, provide similar\ntreatment with respect to any other Benefits granted under the Plan.\n\n       13.3   Definitions.\n\n              (a)    A Change in Control shall be deemed to have occurred upon\n(i) the acquisition by any person, entity or 'group,' within the meaning of\nSection 13(d)(3) or 14(d)(2) of the Exchange Act, other than the Company or any\nof its affiliates, or any employee benefit plan of the Company or any of its\naffiliates, of beneficial ownership (within the meaning of Rule 13d-3\npromulgated under the Exchange Act) of more than 50% of either (x) the then\noutstanding shares of Company Stock or (y) the combined voting power of the\nCompany's then outstanding voting securities, or (ii) approval by the\nstockholders of the Company of a reorganization, merger or consolidation, in\neach case, with respect to which persons who were the stockholders of the\nCompany immediately prior to such reorganization, merger or consolidation do\nnot, immediately thereafter, own more than 50% of the\n\n\n\n\n\n                                      -10-\n\ncombined voting power entitled to vote generally in the election of directors\nof the reorganized, merged or consolidated company's then outstanding voting\nsecurities, or a liquidation or dissolution of the Company or the sale of all\nor substantially all of the assets of the Company.\n\n              (b)    The 'Change in Control Price' shall mean the higher of (i)\nthe highest price paid per share of Company Stock in the transaction or series\nof transactions pursuant to which a Change in Control shall have occurred, or\n(ii) the highest closing price per share of Company Stock on NASDAQ (or such\nother national securities exchange on which Company Stock is principally\ntraded) during the sixty (60) day period immediately preceding the date of the\nChange in Control.\n\n              (c)    'Constructive Involuntary Termination' shall mean the\nvoluntary termination of a person's employment with the Company and all of its\nsubsidiaries within 90 days following (i) a material reduction in his\ncompensation (including applicable fringe benefits), without his consent, (ii)\nhis demotion or the diminution in his position, authority, duties or\nresponsibilities, without cause and without his consent, or (iii) the\nrelocation of his principal place of employment, without his consent.\n\n                                  ARTICLE XIV\n\n                                 MISCELLANEOUS\n\n       14.1   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       14.2   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              (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, (ii) by delivering to the Company already-owned shares\nto satisfy the withholding amount, or (iii) by delivering to the Company cash\nin an amount equal to the withholding amount.  Notwithstanding the above,\nunless the Committee specifically permits otherwise, withholding with respect\nto Outperformance Options shall be made in accordance with clause (i) above.\n\n       14.3   Liability.  No member of the Board, the Committee or officers or\nemployees of the Company or its Subsidiaries shall be personally liable for any\naction, omission or determination made in good faith in connection with the\nPlan.\n\n       14.4   Retirement Vesting.  Upon the Early Retirement (as defined below)\nof a grantee of Options, freestanding Stock Appreciation Rights or Restricted\nShares, all such outstanding Options and freestanding Stock Appreciation Rights\nheld at the time of such Early Retirement shall immediately become fully vested\nand exercisable and the restrictions with respect to such outstanding\nRestricted Shares held at the time of such Early Retirement shall immediately\nlapse.  For the purposes of this Section 14.4, Early Retirement shall mean\ntermination of a Participant's\n\n\n\n\n\n                                      -11-\n\nemployment with the Company at (i) age 62, (ii) age 61 with one year of service\nwith the Company, (iii) age 60 with two years of service with the Company, (iv)\nage 59 with three years of service with the Company, (v) age 58 with four years\nof service with the Company, (vi) age 57 with five years of service with the\nCompany, (vii) age 56 with six years of service with the Company, or (viii) age\n55 with seven years of service with the Company.\n\n                                   ARTICLE XV\n\n                           AMENDMENT AND TERMINATION\n\n       15.1   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,\nthat, without the requisite approval of Stockholders, the Plan may not be\namended where such stockholder approval is required in order for the Plan to\ncontinue to comply with Rule 16b-3 promulgated under the Exchange Act.\n\n       15.2   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 10 years after the date the Plan is adopted or the date the Plan is\napproved by the stockholders of MFS, whichever is earlier.\n\n\n                                        The Plan was amended and restated by\n                                        the Executive Committee of the Board\n                                        of Directors of MFS Communications\n                                        Company, Inc.  on July 24, 1995, on\n                                        September 19, 1995, as of December\n                                        15, 1995, on February 21, 1996, and\n                                        as of October 1, 1996 and by the\n                                        Executive Committee of the Board of\n                                        Directors of WorldCom, Inc. as of\n                                        December 31, 1996.\n\n\n                                        By:__________________________________\n                                                  General Counsel\n\n\n\n\n\n                                      -12-\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-38211","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\/38211","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=38211"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38211"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38211"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38211"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}