{"id":38224,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-performance-option-plan-worldcom-inc-mfs-communications.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-performance-option-plan-worldcom-inc-mfs-communications","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-performance-option-plan-worldcom-inc-mfs-communications.html","title":{"rendered":"1995 Performance Option Plan &#8211; WorldCom Inc., MFS Communications Co. Inc., and UUNET Technologies Inc."},"content":{"rendered":"<pre>                               WORLDCOM\/MFS\/UUNET\n                          1995 PERFORMANCE OPTION PLAN\n\n                 (AMENDED AND RESTATED AS OF DECEMBER 31, 1996)\n\n\nINTRODUCTION AND HISTORY OF PLAN\n\n       Effective August 12, 1996, MFS Communications Company, Inc. ('MFS')\nacquired UUNET Technologies, Inc., a Delaware corporation ('UUNET') through a\nmerger of a subsidiary of MFS with and into UUNET.  As a result of the merger,\nMFS assumed sponsorship of this Plan.  Effective December 31, 1996, MFS then\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.  This amended and restated Plan incorporates\nchanges in the Plan due to this merger but retains provisions relating to prior\ndates for historical purposes.  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\n1.     PURPOSES OF THE PLAN.\n\n       The purposes of this Plan are to attract and retain the best available\npersonnel, to provide additional incentive to the Employees of the Company and\nto promote the success of the Company's business.  All Options granted\nhereunder shall be Nonqualified Stock Options.\n\n2.     DEFINITIONS.\n\n       As used herein, the following definitions shall apply:\n\n       (a)    'Board' shall mean the Board of Directors of the Company.\n\n       (b)    'Code' shall mean the Internal Revenue Code of 1986, as amended.\n\n       (c)    'Committee' shall mean the Compensation Committee of the Board.\n\n       (d)    'Common Stock' shall mean the Common Stock of the Company, par\nvalue $0.01 per share.\n\n       (e)    'Company' shall mean WorldCom, Inc., a Georgia corporation.\n\n       (f)    'Continuous Status as an Employee' shall mean the absence of any\ninterruption or termination of service as an Employee.  Continuous Status as an\nEmployee shall not be considered interrupted in the case of sick leave,\nmilitary leave, or any other leave of absence approved by the Committee;\nprovided, that such leave is for a period of not more than 90 days or\nreemployment upon the expiration of such leave is guaranteed by contract or\nstatute.\n\n       (g)    'Employee' shall mean any person, including officers and\ndirectors, employed by the Company or any Parent or Subsidiary of the Company.\nThe payment of a director's fee by the Company shall not be sufficient to\nconstitute 'employment'' by the Company.\n\n       (h)    'Executive Officer' shall have the meaning set forth in Rule 3b-7\n(or any successor rule) under the Exchange Act.\n\n       (i)    'Incentive Stock Option' shall mean an Option intended to qualify\nas an incentive stock option within the meaning of Section 422 of the Code.\n\n       (j)    'Nonqualified Stock Option' shall mean an Option not intended to\nqualify as an Incentive Stock Option.\n\n       (k)    'Option' shall mean a stock option granted pursuant to the Plan.\n\n       (l)    'Optioned Stock' shall mean the Common Stock subject to an\nOption.\n\n       (m)    'Optionee' shall mean an Employee who receives an Option.\n\n       (n)    'Parent' shall mean a 'parent corporation,' whether now or\nhereafter existing, as defined in Section 424(e) of the Code.\n\n       (o)    '1995 Performance Goal' shall mean that the Company's 1995 pre-\ntax profit shall be at least $1.5 million.\n\n       (p)    'Plan' shall mean this WorldCom\/MFS\/UUNET 1995 Performance Option\nPlan, as amended from time to time.\n\n       (q)    'Share' shall mean a share of the Common Stock, as adjusted in\naccordance with Section 11 of the Plan.\n\n       (r)    'Subsidiary' shall mean a 'subsidiary corporation,' whether now\nor hereafter existing, as defined in Section 424(f) of the Code.\n\n3.     STOCK SUBJECT TO THE PLAN.\n\n              Subject to the provisions of Section 10 of the Plan, the maximum\naggregate number of shares under the Plan is 338,478 shares of Common Stock.\nThe Shares may be authorized, but unissued, or reacquired Common Stock.  If an\nOption should expire or become unexercisable for any reason without having been\nexercised in full, then the unpurchased Shares which were subject thereto shall\nnot become available for future grant or sale under the Plan.\n\n4.     ADMINISTRATION OF THE PLAN.\n\n       (a)    Procedure.  The Plan shall be administered by the Committee.  The\nCommittee shall continue to serve until otherwise directed by the Board.\nMembers of the Board who are either eligible for Options or have been granted\nOptions may not act upon the granting of an Option.  Notwithstanding the\nforegoing, if and in any event the Company registers any class of any equity\nsecurity pursuant to Section 12 of the Securities Exchange Act of 1934, as\namended (the 'Exchange Act'), from the effective date of such registration this\nPlan shall be administered in accordance with the disinterested administration\nrequirements of Rule 16b-3 promulgated by the Securities and Exchange\nCommission (such rule, including any successor rule, shall be referred to as\n'Rule 16b-3'), or any successor rule thereto.  Subject to the foregoing, from\ntime to time the Board may increase the size of the Committee and appoint\nadditional members thereof, remove members (with or without cause) and appoint\nnew members in substitution therefor, and fill vacancies however caused.\n\n       (b)    Powers of the Committee.  Subject to the provisions of the Plan,\nthe Committee shall have the authority, in its discretion:  (i) to grant\nNonqualified Stock Options; (ii) to determine, upon review of relevant\n\n\n\n\n\n                                      -2-\n\ninformation and in accordance with Section 7 of the Plan, the fair market value\nof the Common Stock; (iii) to determine the exercise price per share of Options\nto be granted, which exercise price shall be determined in accordance with\nSection 7 of the Plan; (iv) to determine the Employees to whom, and the time or\ntimes at which, Options shall be granted and the number of shares to be\nrepresented by such Options; (iv) to interpret the Plan; (v) to prescribe,\namend and rescind rules and regulations relating to the Plan; (vi) to determine\nthe terms and provisions of each Option granted and, with the consent of the\nholder thereof, modify or amend any provisions (including provisions relating\nto exercise price) of any Option; (vii) to accelerate or defer (with the\nconsent of the Optionee) the exercise date of any Option, consistent with the\nprovisions of the Plan; (viii) to authorize any person to execute on behalf of\nthe Company any instrument required to effectuate the grant of an Option\npreviously granted by the Committee; and (ix) to make all other determinations\ndeemed necessary or advisable for the administration of the Plan.\n\n       (c)    Effect of Committee's Decision. All decisions, determinations and\ninterpretations of the Committee shall be final and binding on all Optionees.\n\n5.     ELIGIBILITY.\n\n       (a)    Options.  Options may be granted to all Employees.\n\n       (b)    Employment Relationship.  The Plan shall not confer upon any\nOptionee any right with respect to continuation of employment by the Company,\nnor shall it interfere in any way with his or her right or the Company's right\nto terminate his or her employment or services at any time, with or without\ncause.\n\n6.     TERM OF PLAN.\n\n       The Plan shall become effective upon the earlier to occur of its\nadoption by the Board or its approval by vote of the holders of a majority of\nthe outstanding shares of the Company entitled to vote on the adoption of the\nPlan.  It shall continue in effect for a term of ten (10) years unless sooner\nterminated under Section 12 of the Plan.\n\n7.     EXERCISE PRICE AND CONSIDERATION.\n\n       (a)    The per Share exercise price for the Shares to be issued pursuant\nto exercise of an Option shall be such price as is determined by the Committee.\n\n       (b)    For purposes of the Plan, the value of Common Stock of the\nCompany shall be determined as follows:\n\n              (i)  If the stock of the Company is listed on any established\nstock exchange or a national market system, including without limitation the\nNasdaq National Market, its fair market value shall be the closing sales price\nfor such stock or the closing bid if no sales were reported, as quoted on such\nsystem or exchange (or the largest such exchange) for the date the value is to\nbe determined (or if there are no sales for such date, then for the last\npreceding business day on which there were sales), as reported in the Wall\nStreet Journal or similar publication.\n\n              (ii)  If the stock of the Company is regularly quoted by a\nrecognized securities dealer but selling prices are not reported, its fair\nmarket value shall be the mean between the high bid and low asked prices for\nthe stock on the date the value is to be determined (or if there are no quoted\nprices for the date of grant, then for the last preceding business day on which\nthere were quoted prices).\n\n              (iii)  In the absence of an established market for the stock, the\nfair market value thereof shall be determined in good faith by the Committee,\nwith reference to the Company's net worth, prospective earning power,\ndividend-paying capacity, and other relevant factors, including the goodwill of\nthe Company, the economic outlook\n\n\n\n\n\n                                      -3-\n\nin the Company's industry, the Company's position in the industry and its\nmanagement, and the values of stock of other corporations in the same or a\nsimilar line of business.\n\n       (c)    The consideration to be paid for the Shares to be issued upon\nexercise of an Option, including the method of payment, shall be determined by\nthe Committee and may consist entirely of cash, check, promissory note, other\nShares of Common Stock which (i) either have been owned by the Optionee for\nmore than six (6) months on the date of surrender or were not acquired directly\nor indirectly, from the Company, and (ii) have a fair market value on the date\nof surrender equal to the aggregate exercise price of the Shares as to which\nsaid Option shall be exercised, or any combination of such methods of payment,\nor such other consideration and method of payment for the issuance of Shares to\nthe extent permitted under applicable law.\n\n8.     OPTIONS.\n\n       (a)    Term of Option.  The term of each Option shall be ten (10) years\nfrom the date of grant thereof.\n\n       (b)    Exercise of Option.\n\n              (i)    Procedure for Exercise; Rights as a Stockholder.  Any\nOption granted hereunder shall be exercisable in full for 100 percent of the\nShares subject to such Option outstanding under the Plan on December 31, 2004;\nprovided, that Options held by any Employee as of December 31, 1995, shall\nbecome exercisable in full on March 31, 1996 if the Committee determines that\nthe 1995 Performance Goal shall have been met.\n\n              An Option shall be deemed to be exercised when written notice of\nsuch exercise has been given to the Company in accordance with the terms of the\nOption by the person entitled to exercise the Option and full payment for the\nShares with respect to which the Option is exercised has been received by the\nCompany.  Full payment may, as authorized by the Committee, consist of any\nconsideration and method of payment allowable under Section 7 of the Plan.\nUntil the issuance (as evidenced by the appropriate entry on the books of the\nCompany or of a duly authorized transfer agent of the Company) of the stock\ncertificate evidencing such Shares, no right to vote or receive dividends shall\nexist with respect to the Optioned Stock, notwithstanding the exercise of the\nOption.  The Company shall issue (or cause to be issued) such stock certificate\npromptly upon exercise of the Option.  No adjustment will be made for a\ndividend or other right for which the record date is prior to the date the\nstock certificate is issued, except as provided in Section 11 of the Plan.\n\n              Exercise of an Option in any manner shall result in a decrease in\nthe number of Shares which thereafter may be available, both for purposes of\nthe Plan and for sale under the Option, by the number of Shares as to which the\nOption is exercised.  An Option may not be exercised for a fraction of a Share.\n\n              (ii)   Termination of Status as an Employee.  In the event of\ntermination of an Optionee's Continuous Status as an Employee prior to December\n31, 1995, the Option held by such Employee shall terminate upon employment\ntermination.  If the 1995 Performance Goal shall have been met and an\nOptionee's Continuous Status as an Employee terminates after December 31, 1995,\nsuch Optionee may, but only within three (3) months after the date of such\ntermination (or such longer period permitted by the Committee, but in no event\nlater than the date of expiration of the term of such Option as set forth in\nthe Option Agreement) exercise the Option.  If the 1995-Performance Goal shall\nnot have been met and an Optionee's Continuous Status as an Employee terminates\nbefore December 31, 2004, the Option held by such Optionee shall terminate upon\nemployment termination.  If the 1995 Performance Goal shall not have been met\nand an Optionee's Continuous Status as an Employee terminates after December\n31, 2004, but before the end of the Option term, such Optionee may exercise\nsuch Option prior to the expiration of the Option term.  To the extent that\nsuch Employee or Consultant was not entitled to exercise the Option at the date\nof such termination, or if such Employee or Consultant does not exercise such\nOption (which such Employee or Consultant was entitled to exercise) within the\ntime specified herein, the Option shall terminate.\n\n\n\n\n\n                                      -4-\n\n              (iii)  Disability of Optionee.  Notwithstanding the provisions of\nSection 8(b)(ii) above, in the event of termination of an Optionee's Continuous\nStatus as an Employee as a result of such Employee's total and permanent\ndisability (as defined in Section 22(e) (3) of the Code), such Employee may,\nbut only within six (6) months from the date of such termination (or such\nlonger period permitted by the Committee, but in no event later than the date\nof expiration of the term of such Option as set forth in the Option Agreement),\nexercise the Option to the extent such Employee was entitled to exercise it at\nthe date of such termination.  To the extent that such Employee was not\nentitled to exercise the Option at the date of termination, or if such Employee\ndoes not exercise such Option (which such Employee was entitled to exercise)\nwithin the time specified herein, the Option shall terminate.\n\n              (iv)   Death of Optionee.  In the event of the death of an\nOptionee during the term of the Option who is at the time of his or her death\nan Employee of the Company and who has been in Continuous Status as an Employee\nsince the date of grant of the Option, the Option may be exercised, at any time\nwithin six (6) months (but in no event later than the date of expiration of the\nterm of such Option as set forth in the Option Agreement), by Optionee's estate\nor by a person who acquired the right to exercise the Option by bequest or\ninheritance, but only to the extent of the right to exercise that would have\naccrued had the Optionee continued living and remained in Continuous Status as\nan Employee six (6) months after the date of death.\n\n9.     NON-TRANSFERABILITY OF OPTIONS.\n\n       The Options may not be sold, pledged, assigned, hypothecated,\ntransferred, or disposed of in any manner other than by will or by the laws of\ndescent or distribution and may be exercised, during the lifetime of the\nOptionee, only by the Optionee.\n\n10.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.\n\n       Subject to any required action by the stockholders of the Company, the\nnumber of shares of Common Stock covered by each outstanding Option, and the\nnumber of shares of Common Stock which have been authorized for issuance under\nthe Plan but as to which no Options have yet been granted or which have been\nreturned to the Plan upon cancellation or expiration of an Option as well as\nthe price per share of Common Stock covered by each such outstanding Option or\nStock Purchase Right, shall be proportionately adjusted for any increase or\ndecrease in the number of issued shares of Common Stock resulting from a stock\nsplit, reverse stock split, stock dividend, combination or reclassification of\nthe Common Stock of the Company or the payment of a stock dividend with respect\nto the Common Stock or any other increase or decrease in the number of issued\nshares of Common Stock effected without receipt of consideration by the\nCompany; provided, however, that conversion of any convertible securities of\nthe Company shall not be deemed to have been 'effected without receipt of\nconsideration.  Such adjustment shall be made by the Committee, whose\ndetermination in that respect shall be final, binding and conclusive.  Except\nas expressly provided herein, no issuance by the Company of shares of stock of\nany class, or securities convertible into shares of stock of any class, shall\naffect, and no adjustment by reason thereof shall be made with respect to, the\nnumber or price of shares of Common Stock subject to an Option.\n\n       In the event of the proposed dissolution or liquidation of the Company,\nthe Option will terminate immediately prior to the consummation of such\nproposed action, unless otherwise provided by the Committee.  The Committee\nmay, in the exercise of its sole discretion in such instances, declare that any\nOption shall terminate as of a date fixed by the Committee and give each\nOptionee the right to exercise his or her Option as to all or any part of the\nOptioned Stock, including Shares as to which the Option would not otherwise be\nexercisable.  In the event of a proposed sale of all or substantially all of\nthe assets of the Company, or the merger of the Company with or into another\ncorporation, the Option shall be assumed or an equivalent option shall be\nsubstituted by such successor corporation or a parent or subsidiary of such\nsuccessor corporation, or, in the sole discretion of the Committee, the\nCommittee shall, in lieu of such assumption or substitution, (a) provide for\nthe Optionee to have the right to exercise the Option as to all of the Optioned\nStock, including Shares as to which the Option would not otherwise be\n\n\n\n\n\n                                      -5-\n\nexercisable, or (b) provide for the cancellation of such Option.  If the\nCommittee makes an Option fully exercisable in lieu of assumption or\nsubstitution in the event of a merger or sale of assets, the Committee shall\nnotify the Optionee that the Option shall be fully exercisable for a period of\nthirty (30) days from the date of such notice, and the Option will terminate\nupon the expiration of such period.\n\n11.    TIME OF GRANTING OPTIONS.\n\n       The date of grant of an Option shall, for all purposes, be the date on\nwhich the Committee makes the determination granting such Option.\n\n12.    AMENDMENT AND TERMINATION OF THE PLAN.\n\n       (a)    Amendment and Termination.  The Committee may amend or terminate\nthe Plan from time to time in such respects as the Committee may deem\nadvisable.  No amendment, alteration, suspension or discontinuance shall\nrequire stockholder approval unless (i) from and after such time as the Company\nregisters a class of equity securities under Section 12 of the Exchange Act,\nstockholder approval shall be required to meet the exemptions provided by Rule\n16b-3, or any successor rule thereto, or (ii) the Committee otherwise concludes\nthat stockholder approval is advisable.\n\n       (b)    Effect of Amendment or Termination.  Any such amendment or\ntermination of the Plan shall not affect Options already granted and such\nOptions shall remain in full force and effect as if this Plan had not been\namended or terminated, unless mutually agreed otherwise between the Optionee\n(as the case may be) and the Committee, which agreement must be in writing and\nsigned by the Optionee (as the case may be) and the Company.\n\n13.    CONDITION UPON ISSUANCE OF SHARES.\n\n       Shares shall not be issued pursuant to the exercise of an Option unless\nthe exercise of such Option and the issuance and delivery of such Shares\npursuant thereto shall comply with all relevant provisions of law, including,\nwithout limitation, the Securities Act of 1933, as amended, the Exchange Act,\nthe rules and regulations promulgated thereunder, and the requirements of any\nstock exchange upon which the Shares may then be listed, and shall be further\nsubject to the approval of counsel for the Company with respect to such\ncompliance.\n\n14.    RESERVATION OF SHARES.\n\n       The Company, during the term of this Plan, will at all times reserve and\nkeep available such number of Shares as shall be sufficient to satisfy the\nrequirements of the Plan.  The inability of the Company to obtain authority\nfrom any regulatory body having jurisdiction, which authority is deemed by the\nCompany's counsel to be necessary to the lawful issuance and sale of any Shares\nhereunder, shall relieve the Company of any liability in respect of the failure\nto issue or sell such Shares as to which such requisite authority shall not\nhave been obtained.\n\n15.    OPTION.\n\n       Options shall be evidenced by written option agreements in such form as\nthe Committee shall approve.\n\n\n\n\n\n                                      -6-\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":[9539,9546],"class_list":["post-38224","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38224","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=38224"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38224"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38224"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38224"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}