{"id":38288,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-stock-option-plan-worldcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-stock-option-plan-worldcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-stock-option-plan-worldcom-inc.html","title":{"rendered":"1997 Stock Option Plan &#8211; WorldCom Inc."},"content":{"rendered":"<pre>                                 WORLDCOM, INC.\n                             1997 STOCK OPTION PLAN\n                        (AS AMENDED THROUGH JUNE 8, 2001)\n\n1. PURPOSE OF THE PLAN\n\nThe WorldCom, Inc. 1997 Stock Option Plan, as amended (the \"Plan\"), is intended\nto provide additional incentive to certain valued and trusted employees who are\nnot officers of WorldCom, Inc., a Georgia corporation, or its subsidiaries\n(WorldCom, Inc. and\/or its subsidiaries, as the context may require, is\/are\nreferred to herein as the \"Company\"), by encouraging them to acquire shares of\nthe $0.01 par value common stock of the Company (the \"Stock\") through options to\npurchase Stock granted pursuant to the Plan (\"Options\"), thereby increasing such\nemployees' proprietary interest in the business of the Company and providing\nthem with an increased personal interest in the continued success and progress\nof the Company, the result of which will promote both the interests of the\nCompany and its shareholders.\n\nOptions granted under the Plan will be non-qualified options. Each employee\ngranted an Option (an \"Optionee\") shall enter into an agreement with the Company\n(the \"Option Agreement\") setting forth the terms and conditions of the Option,\nas determined in accordance with this Plan.\n\n2. ADMINISTRATION OF PLAN\n\nThis Plan shall be administered by the Compensation and Stock Option Committee\nappointed by the Board of Directors of the Company (the \"Committee\"). The\nCommittee shall have the sole power:\n\n      a. subject to the provisions of the Plan, to determine the terms and\nconditions of all Options; to construe and interpret the Plan and Options\ngranted under it; to determine the time or times an Option may be exercised, the\nnumber of shares as to which an Option may be exercised at any one time, and\nwhen an Option may terminate; to establish, amend and revoke rules and\nregulations relating to the Plan and its administration; and to correct any\ndefect, supply any omission, or reconcile any inconsistency in the Plan, or in\nany Option Agreement, in a manner and to the extent it shall deem necessary, all\nof which determinations and interpretations made by the Committee shall be\nconclusive and binding on all Optionees and on their legal representatives and\nbeneficiaries; and\n\n      b. to determine all questions of policy and expediency that may arise in\nthe administration of the Plan and generally exercise such powers and perform\nsuch acts as are deemed necessary or expedient to promote the best interests of\nthe Company.\n\n3. SHARES SUBJECT TO THE PLAN\n\nSubject to the provisions of paragraph 13 below, the Stock which may be issued\npursuant to Options granted under the Plan shall not exceed in the aggregate\nfive hundred fifty-seven million two-hundred twenty-six thousand (557,226,000)\nshares. If any Options granted under the Plan terminate, expire or are\nsurrendered without having been exercised in full, the number of shares of Stock\nnot purchased under such Options shall be available again for the purpose of the\nPlan.\n\n4. PERSONS ELIGIBLE FOR OPTIONS\n\nAll employees who are not officers of the Company shall be eligible to receive\nthe grant of Options under the Plan. The Committee shall determine the employees\nto whom Options shall be granted, the time or times such Options shall be\ngranted, the number of shares to be subject to each Option and the times when\neach Option may be exercised.\n\n\n                                       1\n\n\n5. PURCHASE PRICE\n\nThe purchase price of each share of Stock covered by each Option shall be set\nfrom time to time in the total discretion of the Committee.\n\n6. DURATION OF OPTIONS\n\nSubject to earlier termination as provided herein, any outstanding Option and\nall unexercised rights thereunder shall expire and terminate automatically upon\nthe earlier of (i) the cessation of the employment of the Optionee by the\nCompany for any reason other than retirement, death or disability; (ii) the date\nwhich is three months following the effective date of the Optionee's retirement\nfrom the Company's service; (iii) the date which is one year following the date\non which the Optionee's service with the Company ceases due to death or\ndisability; (iv) the date of expiration of the Option determined by the\nCommittee at the time the Option is granted; and (v) the date ten (10) years and\nsix (6) months after the granting of the Option; provided, however, that the\nCommittee shall have the right, but not the obligation, to extend the expiry of\nthe Options held by an Optionee whose service with the Company has ceased for\nany reason to a date up to the end of their original terms.\n\n7. EXERCISE OF OPTIONS\n\nAn Option may be exercisable in installments or otherwise upon such terms as the\nCommittee shall determine when the Option is granted. As a condition of the\nexercise, in whole or in part, of any Option, the Committee may require the\nOptionee to pay, in addition to the purchase price of the Stock covered by the\nOption, an amount equal to any Federal, state, local or foreign taxes that may\nbe required to be withheld in connection with the exercise of such Option.\nNotwithstanding the foregoing, the Committee may authorize the Company's\nofficers to establish procedures for the satisfaction of an Optionee's\nwithholding tax liability incurred upon exercise of an Option by enabling the\nOptionee to authorize the Company to retain from the total number of shares to\nbe issued pursuant to such Option exercise that number of shares (based on the\nthen Fair Market Value Per Share as determined by the Committee) that will\nsatisfy the withholding tax due.\n\n\"Fair Market Value Per Share\" of the Stock shall mean: (i) if the Stock is not\npublicly traded, the amount determined by the Committee on the date of the grant\nof the Option; (ii) if the Stock is traded only otherwise than on a securities\nexchange and is not quoted on the National Association of Securities Dealers\nautomated quotation system (\"NASDAQ\"), the closing quoted selling price of the\nStock on the date of grant of the Option as quoted in \"pink sheets\" published by\nthe National Daily Quotation Bureau; (iii) if the Stock is traded only otherwise\nthan on a securities exchange and is quoted on NASDAQ, the closing quoted\nselling price of the Stock on the date of grant of the Option, as reported by\nthe Wall Street Journal; or (iv) if the Stock is admitted to trading on a\nsecurities exchange, the closing quoted selling price of the Stock on the date\nof grant of the Option, as reported in the Wall Street Journal. For purposes of\nItems (i) through (iv) of this paragraph, if there were no sales on the date of\nthe grant of an Option, the Fair Market Value Per Share shall be determined by\nthe Committee in accordance with Section 20.2031-2 of the Federal Estate Tax\nRegulations.\n\n8. METHOD OF EXERCISE\n\n      a. When the right to purchase shares accrues, Options may be exercised by\ngiving written notice to the Company stating the number of shares for which the\nOption is being exercised, accompanied by payment in full by cash, or its\nequivalent, acceptable to the Company, of the purchase price for the shares\nbeing purchased and, if applicable, any Federal, state, local or foreign taxes\nrequired to be withheld in accordance with the provisions of paragraph 7, above.\nThe Company shall issue a separate certificate or certificates of Stock for each\nOption exercised by an Optionee.\n\n      b. In the Committee's discretion, determined at the time the Option is\ngranted, payment of the purchase price for the shares may be made in whole or in\npart with other shares of Stock of the Company which are free and clear of all\nliens and encumbrances. The value of the shares of Stock tendered in payment for\nthe shares being purchased shall be the Fair Market Value Per Share on the date\nof the Optionee's notice of exercise.\n\n      c. Notwithstanding the foregoing, the Company shall have the right to\npostpone the time of delivery of the shares for such period as may be required\nfor the Company, with reasonable diligence, to comply with any applicable\n\n\n                                       2\n\n\nlisting requirements of any national securities exchange or the National\nAssociation of Securities Dealers, Inc. or any Federal, state, local or foreign\nlaw. If the Optionee, or other person entitled to exercise the Option, fails to\ntimely accept delivery of and pay for the shares specified in such notice, the\nCommittee shall have the right to terminate the Option with respect to such\nshares.\n\n9. NONTRANSFERABILITY OF OPTIONS\n\n      a. No Option granted under the Plan shall be assignable or transferable by\nthe Optionee, either voluntarily or by operation of law, other than by will or\nthe laws of descent and distribution, and, during the lifetime of the Optionee,\nshall be exercisable only by the Optionee.\n\n      b. Notwithstanding the provisions of paragraph 9(a) hereof, the Committee\nmay, in its discretion, authorize all or a portion of the Options previously\ngranted or to be granted to an Optionee to be on terms which permit transfer by\nsuch Optionee to (i) the spouse, children or grandchildren of the Optionee\n(\"Immediate Family Members\"), (ii) a trust or trusts for the exclusive benefit\nof such Immediate Family Members, (iii) a partnership in which such Immediate\nFamily Members are the only partners, or (iv) other persons or entities in the\ndiscretion of the Committee consistent with the foregoing, to the extent\nexpressly permitted by the Committee; provided that (x) there may be no\nconsideration for any such transfer, except to the extent expressly permitted by\nthe Committee, (y) the Option Agreement pursuant to which such Options are\ngranted must be approved by the Committee, and must expressly set forth\ntransferability restrictions in a manner consistent with this paragraph 9, and\n(z) subsequent transfers of transferred Options shall be prohibited except those\nin accordance with subparagraph (a) of this paragraph. Following transfer, any\nsuch Options shall continue to be subject to the same terms and conditions as\nwere applicable immediately prior to transfer, provided that for purposes of\nparagraphs 2(a), 7, 8, 9(a) and 14(c) hereof, the term \"Optionee\" shall be\ndeemed to refer to the transferee. The events of retirement or termination or\ncessation of employment, engagement or service under paragraph 6 hereof shall\ncontinue to be applied with respect to the original Optionee, following which\nthe Options shall be exercisable by the transferee only to the extent, and for\nthe periods specified therein.\n\n10. CONTINUANCE OF EMPLOYMENT\n\nNothing contained in the Plan or in any Option granted under the Plan shall\nconfer upon any Optionee any rights with respect to the continuation of\nemployment by the Company or interfere in any way with the right of the Company\n(subject to the terms of any separate employment agreement to the contrary) at\nany time to terminate such employment or to increase or decrease the\ncompensation of the Optionee from the rate in existence at the time of the\ngranting of any Option.\n\n11. RESTRICTIONS ON SHARES\n\nIf the Company shall be advised by counsel that certain requirements under\nFederal, state or foreign securities laws must be met before Stock may be issued\nunder this Plan, the Company shall notify all persons who have been issued\nOptions, and the Company shall have no liability for failure to issue Stock\nunder any exercise of Options because of delay while such requirements are being\nmet or the inability of the Company to comply with such requirements.\n\n12. PRIVILEGE OF STOCK OWNERSHIP\n\nNo person entitled to exercise any Option granted under the Plan shall have the\nrights or privileges of a shareholder of the Company for any shares of Stock\nissuable upon exercise of such Option until such person has become the holder of\nrecord of such shares. No adjustment shall be made for dividends or other rights\nfor which the record date is prior to the date on which such person becomes the\nholder of record, except as provided in paragraph 13, below.\n\n13. ADJUSTMENT\n\n\n                                       3\n\n\n      a. If the number of outstanding shares of Stock are increased or\ndecreased, or such shares are exchanged for a different number or kind of shares\nor securities of the Company through reorganization, merger, recapitalization,\nreclassification, stock dividend, stock split, combination of shares, or other\nsimilar transaction, the aggregate number of shares of Stock subject to the Plan\nas provided in paragraph 3, above, and the shares of Stock subject to issued and\noutstanding Options under the Plan shall be appropriately and proportionately\nadjusted by the Committee. Any such adjustment in an outstanding Option shall be\nmade without change in the aggregate purchase price applicable to the\nunexercised portion of the Option but with an appropriate adjustment in the\nprice for each share or other unit of any security covered by the Option.\n\n      b. Notwithstanding subparagraph (a) of this paragraph, upon the\ndissolution or liquidation of the Company, or upon a reorganization, merger or\nconsolidation of the Company with one or more corporations as a result of which\nthe Company is not the surviving corporation, or upon a sale of substantially\nall of the assets of the Company or the transfer of more than 80% of the then\noutstanding Stock of the Company to another entity or person, the Plan and any\nOptions granted under the Plan shall terminate upon the consummation of the\ntransaction (provided, such Options may be exercised effective simultaneously\nwith such consummation to the extent otherwise exercisable, giving effect to any\nacceleration thereof by reason of such consummation), and the Committee shall\nhave the right, but shall not be obligated, to accelerate the time in which any\nOption may be exercised prior to such termination, unless provision shall be\nmade in writing in connection with such transaction for the continuance of the\nPlan, for the assumption of Options previously granted or the substitution for\nsuch Options with new options to purchase the stock of a successor corporation,\nor parent or subsidiary thereof, with appropriate adjustments as to number and\nkind of shares and the option price, in which event the Plan and Options\npreviously granted shall continue in the manner and under the terms so provided;\nprovided, however, that the Committee or the Board of Directors shall have the\nauthority to amend this paragraph to provide for a requirement that a successor\ncorporation assume any outstanding Options.\n\n      c. Adjustments under this paragraph shall be made by the Committee whose\ndetermination as to what adjustments shall be made, and the extent thereof,\nshall be final, binding and conclusive. No fractional shares of Stock shall be\nissued under the Plan or in connection with any such adjustment.\n\n14. AMENDMENT AND TERMINATION OF PLAN\n\n      a. The Board of Directors of the Company may, from time to time, with\nrespect to any shares at the time not subject to Options, suspend or terminate\nthe Plan or amend or revise the terms of the Plan.\n\n      b. Subject to the provisions in paragraph 13, above, the Plan shall\nterminate on January 2, 2007, being ten (10) years from the date of the adoption\nof the Plan by the Board of Directors.\n\n      c. Subject to the provisions in paragraph 13, above, no amendment,\nsuspension or termination of this Plan shall, without the consent of the\nOptionee, alter or impair any rights or obligations under any Option granted to\nsuch Optionee under the Plan.\n\n15. EFFECTIVE DATE OF PLAN\n\nThe Plan shall become effective upon adoption by the Board of Directors of the\nCompany.\n\n16. TERM OF PLAN\n\nNo Option shall be granted pursuant to the Plan after January 2, 2007.\n\n\n                                       4\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-38288","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\/38288","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=38288"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38288"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38288"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38288"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}