{"id":38316,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-stock-incentive-plan-global-crossing-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-incentive-plan-global-crossing-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-incentive-plan-global-crossing-ltd.html","title":{"rendered":"1998 Stock Incentive Plan &#8211; Global Crossing Ltd."},"content":{"rendered":"<pre>\n                                    FORM OF\n                           1998 GLOBAL CROSSING LTD.\n                             STOCK INCENTIVE PLAN\n\n\n\n1.   PURPOSE OF THE PLAN\n\n          The purpose of the Plan is to aid the Company and its Subsidiaries in\nrecruiting and retaining key individuals of outstanding ability and to motivate\nsuch individuals to exert their best efforts on behalf of the Company and its\nSubsidiaries by providing incentives through the granting of Awards.  The\nCompany expects that it will benefit from the added interest which such key\nindividuals will have in the welfare of the Company as a result of their\nproprietary interest in the Company's success.\n\n2.   DEFINITIONS\n\n     The following capitalized terms used in the Plan have the respective\nmeanings set forth in this Section:\n\n          (a)  Act:  The Securities Exchange Act of 1934, as amended, or any\n               ---                                                          \n               successor thereto.\n\n          (b)  Award: An Option, Stock Appreciation Right or Other Stock-Based\n               -----                                                          \n               Award granted pursuant to the Plan.\n\n          (c)  Beneficial Owner: A 'beneficial owner', as such term is defined\n               ----------------                                               \n               in Rule 13d-3 under the Act (or any successor rule thereto).\n\n          (d)  Board: The Board of Directors of the Company.\n               -----                                        \n\n          (e)  Change in Control: The occurrence of any of the following events:\n               -----------------                                                \n\n               (i) any Person (other than a Person holding securities\n               representing 10% or more of the combined voting power of the\n               Company's outstanding securities as of the Effective Date, the\n               Company, any trustee or other fiduciary holding securities under\n               an employee benefit plan of the Company, or any company owned,\n               directly or indirectly, by the shareholders of the Company in\n               substantially the same proportions as their ownership of stock of\n               the Company), becomes the Beneficial Owner, directly or\n               indirectly, of securities of the Company, (a) in excess of the\n               interest in the Company held by the shareholders of the Company\n               as of the Effective Date (or their heirs or distributors by will\n               or the laws\n\n \n                                                                               2\n\n\n               of descent and distribution) and (b) representing 30% or more of\n               the combined voting power of the Company's then-outstanding\n               securities;\n\n               (ii) during any period of twenty-four months (not including any\n               period prior to the Effective Date), individuals who at the\n               beginning of such period constitute the Board, and any new\n               director (other than (A) a director nominated by a Person who has\n               entered into an agreement with the Company to effect a\n               transaction described in Sections 2(e)(i), (iii) or (iv) of the\n               Plan, (B) a director nominated by any Person (including the\n               Company) who publicly announces an intention to take or to\n               consider taking actions (including, but not limited to, an actual\n               or threatened proxy contest) which if consummated would\n               constitute a Change in Control or (C) a director nominated by any\n               Person who is the Beneficial Owner, directly or indirectly, of\n               securities of the Company representing 10% or more of the\n               combined voting power of the Company's securities) whose election\n               by the Board or nomination for election by the Company's\n               shareholders was approved in advance by a vote of at least two-\n               thirds (2\/3) of the directors then still in office who either\n               were directors at the beginning of the period or whose election\n               or nomination for election was previously so approved, cease for\n               any reason to constitute at least a majority thereof;\n\n               (iii) the shareholders of the Company approve any transaction or\n               series of transactions under which the Company is merged or\n               consolidated with any other company, other than a merger or\n               consolidation which would result in the shareholders of the\n               Company immediately prior thereto continuing to own (either by\n               remaining outstanding or by being converted into voting\n               securities of the surviving entity) more than 65% of the combined\n               voting power of the voting securities of the Company or such\n               surviving entity outstanding immediately after such merger or\n               consolidation; or\n\n               (iv) the shareholders of the Company approve a plan of complete\n               liquidation of the Company or an agreement for the sale or\n               disposition by the Company of all or substantially all of the\n               Company's assets, other than a liquidation of the Company into a\n               wholly-owned subsidiary.\n\n          (f)  Code: The Internal Revenue Code of 1986, as amended, or any\n               ----                                                       \n               successor thereto.\n\n          (g)  Committee: A committee of 3 or more individuals appointed from \n               ---------            \n               time to time by the Board, which, until otherwise determined by\n               the Board, shall consist of the full Board.\n\n\n          (h)  Company:  Global Crossing Ltd.\n               -------                             \n\n \n                                                                               3\n\n          (i)  Disability: Inability to engage in any substantial gainful\n               ----------                                                \n               activity by reason of a medically determinable physical or mental\n               impairment which constitutes a permanent and total disability, as\n               defined in Section 22(e)(3) of the Code (or any successor section\n               thereto).  The determination whether a Participant has suffered a\n               Disability shall be made by the Committee based upon such\n               evidence as it deems necessary and appropriate.  A Participant\n               shall not be considered disabled unless he or she furnishes such\n               medical or other evidence of the existence of the Disability as\n               the Committee, in its sole discretion, may require.\n\n          (j)  Effective Date: July 15, 1998\n               --------------                  \n\n          (k)  Fair Market Value: On a given date, the arithmetic mean of the\n               -----------------                                             \n               high and low prices of the Shares as reported on such date on the\n               Composite Tape of the principal national securities exchange on\n               which such Shares are listed or admitted to trading, or, if no\n               Composite Tape exists for such national securities exchange on\n               such date, then on the principal national securities exchange on\n               which such Shares are listed or admitted to trading, or, if the\n               Shares are not listed or admitted on a national securities\n               exchange, the arithmetic mean of the per Share closing bid price\n               and per Share closing asked price on such date as quoted on the\n               National Association of Securities Dealers Automated Quotation\n               System (or such market in which such prices are regularly\n               quoted), or, if there is no market on which the Shares are\n               regularly quoted, the Fair Market Value shall be the value\n               established by the Committee in good faith.  If no sale of Shares\n               shall have been reported on such Composite Tape or such national\n               securities exchange on such date or quoted on the National\n               Association of Securities Dealer Automated Quotation System on\n               such date, then the immediately preceding date on which sales of\n               the Shares have been so reported or quoted shall be used.\n\n          (l)  ISO:  An Option that is also an incentive stock option granted\n               ---                                                           \n               pursuant to Section 6(d) of the Plan.\n\n          (m)  LSAR: A limited stock appreciation right granted pursuant to\n               ----                                                        \n               Section 7(d) of the Plan.\n\n          (n)  Other Stock-Based Awards: Awards granted pursuant to Section 8 of\n               ------------------------                                         \n               the Plan.\n\n          (o)  Option:  A stock option granted pursuant to Section 6 of the\n               ------                                                      \n               Plan.\n\n          (p)  Option Price:  The purchase price per Share of an Option, as\n               ------------                                                \n               determined pursuant to Section 6(a) of the Plan.\n\n \n                                                                               4\n\n          (q)  Participant: An individual who is selected by the Committee to\n               -----------                                                   \n               participate in the Plan.\n\n          (r)  Performance-Based Awards: Certain Other Stock-Based Awards\n               ------------------------                                  \n               granted pursuant to Section 8(b) of the Plan.\n\n          (s)  Person: A 'person', as such term is used for purposes of Section\n               ------                                                          \n               13(d) or 14(d) of the Act (or any successor section thereto).\n\n          (t)  Plan: The 1998 Global Crossing Ltd. Stock Incentive Plan.\n               ----                                                          \n\n          (u)  Public Offering: a sale of shares of the Company's       common\n               ---------------                                                \n               stock to the public pursuant to a registration statement under\n               the Securities Act of 1933, as amended, that has been declared\n               effective by the Securities and Exchange Commission (other than a\n               registration statement on Form S-4 or Form S-8, or any other\n               successor or other forms promulgated for similar purposes, or a\n               registration statement in connection with an offering to\n               employees of the Company and its Subsidiaries) that results in an\n               active trading market in the Company's common stock; provided,\n                                                                    -------- \n               that there shall be deemed to be an 'active trading market' if\n               the Company's common stock is listed or quoted on a national\n               stock exchange or the NASDAQ National Market.\n\n          (v)  Shares:  Shares of Class E non-voting common stock, par value\n               ------                                                       \n               $0.000001 per Share, of the Company.\n\n          (w)  Stock Appreciation Right: A stock appreciation right granted\n               ------------------------                                    \n               pursuant to Section 7 of the Plan.\n\n          (x)  Subsidiary: A subsidiary corporation, as defined in Section\n               ----------                                                 \n               424(f) of the Code (or any successor section thereto).\n\n3.   SHARES SUBJECT TO THE PLAN\n\n         The total number of Shares which may be issued under the Plan is      ,\nincluding Shares issued under the 1998 Global Crossing Ltd., LDC Stock Incentive\nPlan.  The maximum number of Shares for which Awards may be granted during\na calendar year to any Participant shall be as determined by the Committee from\ntime to time.  The Shares may consist, in whole or in part, of unissued Shares\nor treasury Shares.  The issuance of Shares or the payment of cash upon the\nexercise of an Award shall reduce the total number of Shares available under the\nPlan, as applicable.  Shares which are subject to Awards which terminate or\nlapse may be granted again under the Plan.\n\n4.   ADMINISTRATION\n\n         The Plan shall be administered by the Committee, which shall consist\nsolely of at\n\n \n                                                                               5\n\nleast two individuals who are each 'non-employee directors' within the meaning\nof Rule 16b-3 under the Act (or any successor rule thereto) and 'outside\ndirectors' within the meaning of Section 162(m) of the Code (or any successor\nsection thereto).  The Committee is authorized to interpret the Plan, to\nestablish, amend and rescind any rules and regulations relating to the Plan, and\nto make any other determinations that it deems necessary or desirable for the\nadministration of the Plan.  The Committee may correct any defect or supply any\nomission or reconcile any inconsistency in the Plan in the manner and to the\nextent the Committee deems necessary or desirable.  Any decision of the\nCommittee in the interpretation and administration of the Plan, as described\nherein, shall lie within its sole and absolute discretion and shall be final,\nconclusive and binding on all parties concerned (including, but not limited to,\nParticipants and their beneficiaries or successors).  The Committee shall\nrequire payment of any amount it may determine to be necessary to withhold for\nfederal, state, local or other taxes as a result of the exercise of an Award.\nUnless the Committee specifies otherwise, the Participant may elect to pay a\nportion or all of such withholding taxes by (a) delivery in Shares or (b) having\nShares withheld by the Company from any Shares that would have otherwise been\nreceived by the Participant.\n\n5.   LIMITATIONS\n\n          No Award may be granted under the Plan after the tenth anniversary of\nthe Effective Date, but Awards theretofore granted may extend beyond that date.\n\n6.   TERMS AND CONDITIONS OF OPTIONS\n\n          Options granted under the Plan shall be, as determined by the\nCommittee, non-qualified or incentive stock options for federal income tax\npurposes, as evidenced by the related Award agreements, and shall be subject to\nthe foregoing and the following terms and conditions and to such other terms and\nconditions, not inconsistent therewith, as the Committee shall determine:\n\n          (a)  Option Price.  The Option Price per Share shall be determined by\n               ------------                                                    \nthe Committee. \n\n          (b)  Exercisability.  Options granted under the Plan shall be\n               --------------                                          \nexercisable at such time and upon such terms and conditions as may be determined\nby the Committee, but in no event shall an Option be exercisable more than ten\nyears after the date it is granted.\n\n          (c)  Exercise of Options.  Except as otherwise provided in the Plan or\n               -------------------                                              \nin an Award agreement, an Option may be exercised for all, or from time to time\nany part, of the Shares for which it is then exercisable.  For purposes of\nSection 6 of the Plan, the exercise date of an Option shall be the later of the\ndate a notice of exercise is received by the Company and, if applicable, the\ndate payment is received by the Company pursuant to clauses (i), (ii) or (iii)\nin the following sentence.  The purchase price for the Shares as to which an\nOption is exercised shall be paid to the Company in full at the time of exercise\nat the election of the Participant (i) in cash, (ii) in Shares having a Fair\nMarket Value equal to the aggregate\n\n \n                                                                               6\n\nOption Price for the Shares being purchased and satisfying such other\nrequirements as may be imposed by the Committee; provided, that such Shares have\n                                                 --------                       \nbeen held by the Participant for no less than six months, (iii) partly in cash\nand partly in such Shares, (iv) through the withholding of Shares (which would\notherwise be delivered to the Participant) with an aggregate Fair Market Value\non the exercise date equal to the aggregate Option Price or (v) through the\ndelivery of irrevocable instruments to a broker to deliver promptly to the\nCompany an amount equal to the aggregate option price for the shares being\npurchased.  No Participant shall have any rights to dividends or other rights of\na stockholder with respect to Shares subject to an Option until the Participant\nhas given written notice of exercise of the Option, paid in full for such Shares\nand, if applicable, has satisfied any other conditions imposed by the Committee\npursuant to the Plan.\n\n          (d) ISOs.  The Committee may grant Options under the Plan that are\n              ----                                                          \nintended to be ISOs.  Such ISOs shall comply with the requirements of Section\n422 of the Code (or any successor section thereto).  No ISO may be granted to\nany Participant who at the time of such grant, owns more than ten percent of the\ntotal combined voting power of all classes of stock of the Company or of any\nSubsidiary, unless (i) the Option Price for such ISO is at least 110% of the\nFair Market Value of a Share on the date the ISO is granted and (ii) the date on\nwhich such ISO terminates is a date not later than the day preceding the fifth\nanniversary of the date on which the ISO is granted.  Any Participant who\ndisposes of Shares acquired upon the exercise of an ISO either (i) within two\nyears after the date of grant of such ISO or (ii) within one year after the\ntransfer of such Shares to the Participant, shall notify the Company of such\ndisposition and of the amount realized upon such disposition.\n\n7.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS\n\n          (a) Grants.  The Committee also may grant (i) a Stock Appreciation\n              ------                                                        \nRight independent of an Option or (ii) a Stock Appreciation Right in connection\nwith an Option, or a portion thereof.  A Stock Appreciation Right granted\npursuant to clause (ii) of the preceding sentence (A) may be granted at the time\nthe related Option is granted or at any time prior to the exercise or\ncancellation of the related Option, (B) shall cover the same Shares covered by\nan Option (or such lesser number of Shares as the Committee may determine) and\n(C) shall be subject to the same terms and conditions as such Option except for\nsuch additional limitations as are contemplated by this Section 8 (or such\nadditional limitations as may be included in an Award agreement).\n\n          (b) Terms.  The exercise price per Share of a Stock Appreciation Right\n              -----                                                             \nshall be an amount determined by the Committee but in no event shall such amount\nbe less than the greater of (i) the Fair Market Value of a Share on the date the\nStock Appreciation Right is granted or, in the case of a Stock Appreciation\nRight granted in conjunction with an Option, or a portion thereof, the Option\nPrice of the related Option and (ii) an amount permitted by applicable laws,\nrules, by-laws or policies of regulatory authorities or stock exchanges.  Each\nStock Appreciation Right granted independent of an Option shall entitle a\nParticipant upon exercise to an amount equal to (i) the excess of (A) the Fair\nMarket Value on the exercise date of one Share over (B) the exercise price per\nShare, times (ii) the number of Shares covered by the Stock Appreciation Right.\nEach Stock Appreciation Right granted\n\n \n                                                                               7\n\nin conjunction with an Option, or a portion thereof, shall entitle a Participant\nto surrender to the Company the unexercised Option, or any portion thereof, and\nto receive from the Company in exchange therefor an amount equal to (i) the\nexcess of (A) the Fair Market Value on the exercise date of one Share over (B)\nthe Option Price per Share, times (ii) the number of Shares covered by the\nOption, or portion thereof, which is surrendered.  The date a notice of exercise\nis received by the Company shall be the exercise date.  Payment shall be made in\nShares or in cash, or partly in Shares and partly in cash (any such Shares\nvalued at such Fair Market Value), all as shall be determined by the Committee.\nStock Appreciation Rights may be exercised from time to time upon actual receipt\nby the Company of written notice of exercise stating the number of Shares with\nrespect to which the Stock Appreciation Right is being exercised.  No fractional\nShares will be issued in payment for Stock Appreciation Rights, but instead cash\nwill be paid for a fraction or, if the Committee should so determine, the number\nof Shares will be rounded downward to the next whole Share.\n\n          (c)  Limitations.  The Committee may impose, in its discretion, such\n               -----------                                                    \nconditions upon the exercisability or transferability of Stock Appreciation\nRights as it may deem fit.\n\n          (d)  Limited Stock Appreciation Rights.  The Committee may grant LSARs\n               ---------------------------------                                \nthat are exercisable upon the occurrence of specified contingent events.  Such\nLSARs may provide for a different method of determining appreciation, may\nspecify that payment will be made only in cash and may provide that any related\nAwards are not exercisable while such LSARs are exercisable.  Unless the context\notherwise requires, whenever the term 'Stock Appreciation Right' is used in the\nPlan, such term shall include LSARs.\n\n8.   OTHER STOCK-BASED AWARDS\n \n          (a)  Generally.  The Committee, in its sole discretion, may grant\n               ---------                                                   \nAwards of Shares, Awards of restricted Shares and Awards that are valued in\nwhole or in part by reference to, or are otherwise based on the Fair Market\nValue of, Shares ('Other Stock-Based Awards').  Such Other Stock-Based Awards\nshall be in such form, and dependent on such conditions, as the Committee shall\ndetermine, including, without limitation, the right to receive one or more\nShares (or the equivalent cash value of such Shares) upon the completion of a\nspecified period of service, the occurrence of an event and\/or the attainment of\nperformance objectives.  Other Stock-Based Awards may be granted alone or in\naddition to any other Awards granted under the Plan.  Subject to the provisions\nof the Plan, the Committee shall determine to whom and when Other Stock-Based\nAwards will be made, the number of Shares to be awarded under (or otherwise\nrelated to) such Other Stock-Based Awards; whether such Other Stock-Based Awards\nshall be settled in cash, Shares or a combination of cash and Shares; and all\nother terms and conditions of such Awards (including, without limitation, the\nvesting provisions thereof and provisions ensuring that all Shares so awarded\nand issued shall be fully paid and non-assessable).\n\n          (b)  Performance-Based Awards.  Notwithstanding anything to the\n               ------------------------                                  \ncontrary herein, certain Other Stock-Based Awards granted under this Section 8\nmay be granted in a manner which is deductible by the Company under Section\n162(m) of the Code (or any successor section thereto) ('Performance-Based\nAwards').  A Participant's Performance-Based\n\n \n                                                                               8\n\nAward shall be determined based on the attainment of written performance goals\napproved by the Committee for a performance period established by the Committee\n(i) while the outcome for that performance period is substantially uncertain and\n(ii) no more than 90 days after the commencement of the performance period to\nwhich the performance goal relates or, if less, the number of days which is\nequal to 25 percent of the relevant performance period.  The performance goals,\nwhich must be objective, shall be based upon one or more of the following\ncriteria: (i) consolidated earnings before or after taxes (including earnings\nbefore interest, taxes, depreciation and amortization); (ii) net income; (iii)\noperating income; (iv) earnings per Share; (v) book value per Share; (vi) return\non shareholders' equity; (vii) expense management; (viii) return on investment;\n(ix) improvements in capital structure; (x) profitability of an identifiable\nbusiness unit or product; (xi) maintenance or improvement of profit margins;\n(xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs;\n(xvi) cash flow; (xvii) working capital and (xviii) return on assets.  The\nforegoing criteria may relate to the Company, one or more of its Subsidiaries or\none or more of its divisions or units, or any combination of the foregoing, and\nmay be applied on an absolute basis and\/or be relative to one or more peer group\ncompanies or indices, or any combination thereof, all as the Committee shall\ndetermine.  In addition, to the degree consistent with Section 162(m) of the\nCode (or any successor section thereto), the performance goals may be calculated\nwithout regard to extraordinary items.  The maximum amount of a Performance-\nBased Award during a calendar year to any Participant shall be 500,000 Shares.\nThe Committee shall determine whether, with respect to a performance period, the\napplicable performance goals have been met with respect to a given Participant\nand, if they have, to so certify and ascertain the amount of the applicable\nPerformance-Based Award.  No Performance-Based Awards will be paid for such\nperformance period until such certification is made by the Committee.  The\namount of the Performance-Based Award actually paid to a given Participant may\nbe less than the amount determined by the applicable performance goal formula,\nat the discretion of the Committee.  The amount of the Performance-Based Award\ndetermined by the Committee for a performance period shall be paid to the\nParticipant at such time as determined by the Committee in its sole discretion\nafter the end of such performance period; provided, however, that a Participant\n                                          --------  -------                    \nmay, if and to the extent permitted by the Committee and consistent with the\nprovisions of Section 162(m) of the Code, elect to defer payment of a\nPerformance-Based Award.\n\n9.   ADJUSTMENTS UPON CERTAIN EVENTS\n\n          Notwithstanding any other provisions in the Plan to the contrary, the\nfollowing provisions shall apply to all Awards granted under the Plan:\n\n          (a)  Generally.  In the event of any change in the outstanding Shares\n               ---------                                                       \nafter the Effective Date by reason of any Share dividend or split,\nreorganization, recapitalization, merger, consolidation, spin-off, combination\nor exchange of Shares or other corporate exchange, or any distribution to\nshareholders of Shares other than regular cash dividends, the Committee in its\nsole discretion and without liability to any person may make such substitution\nor adjustment, if any, as it deems to be equitable, as to (i) the number or kind\nof Shares or other securities issued or reserved for issuance pursuant to the\nPlan or pursuant to\n\n \n                                                                               9\n\noutstanding Awards, (ii) the Option Price and\/or (iii) any other affected terms\nof such Awards.\n\n          (b)  Change in Control.  Except as otherwise provided in an Award\n               -----------------                                           \nagreement, in the event of a Change in Control, the Committee in its sole\ndiscretion and without liability to any person may take such actions, if any, as\nit deems necessary or desirable with respect to any Award (including, without\nlimitation, (i) the acceleration of an Award, (ii) the payment of a cash amount\nin exchange for the cancellation of an Award and\/or (iii) the requiring of the\nissuance of substitute Awards that will substantially preserve the value, rights\nand benefits of any affected Awards previously granted hereunder) as of the date\nof the consummation of the Change in Control.\n\n10.  NO RIGHT TO EMPLOYMENT\n\n          The granting of an Award under the Plan shall impose no obligation on\nthe Company or any Subsidiary to continue the employment of a Participant and\nshall not lessen or affect the Company's or Subsidiary's right to terminate the\nemployment of such Participant.\n\n11.  SUCCESSORS AND ASSIGNS\n\n          The Plan shall be binding on all successors and assigns of the Company\nand a Participant, including without limitation, the estate of such Participant\nand the executor, administrator or trustee of such estate, or any receiver or\ntrustee in bankruptcy or representative of the Participant's creditors.\n\n12.  NONTRANSFERABILITY OF AWARDS\n\n          Unless otherwise determined by the Committee, an Award shall not be\ntransferable or assignable by the Participant otherwise than by will or by the\nlaws of descent and distribution.  An Award exercisable after the death of a\nParticipant may be exercised by the legatees, personal representatives or\ndistributees of the Participant.\n\n13.  AMENDMENTS OR TERMINATION\n\n          The Board may amend, alter or discontinue the Plan, but no amendment,\nalteration or discontinuation shall be made which, (a) without the approval of\nthe shareholders of the Company, would (except as is provided in Section 10 of\nthe Plan), increase the total number of Shares reserved for the purposes of the\nPlan or change the maximum number of Shares for which Awards may be granted to\nany Participant or (b) without the consent of a Participant, would impair any of\nthe rights or obligations under any Award theretofore granted to such\nParticipant under the Plan; provided, however, that the Committee may amend the\n                            --------  -------                                  \nPlan in such manner as it deems necessary to permit the granting of Awards\nmeeting the requirements of the Code or other applicable laws.  Notwithstanding\nanything to the contrary herein, the Board may not amend, alter or discontinue\nthe provisions relating to Section 9(b) of the Plan after the occurrence of a\nChange in Control.\n\n \n                                                                              10\n\n14.  INTERNATIONAL PARTICIPANTS\n\n          With respect to Participants who reside or work outside the United\nStates of America and who are not (and who are not expected to be) 'covered\nemployees' within the meaning of Section 162(m) of the Code, the Committee may,\nin its sole discretion, amend the terms of the Plan or Awards with respect to\nsuch Participants in order to conform such terms with the requirements of local\nlaw.\n\n15.  CHOICE OF LAW\n\n          The Plan shall be governed by and construed in accordance with the\nlaws of the State of New York.\n\n16.  EFFECTIVENESS OF THE PLAN\n\n          The Plan shall be effective as of the Effective Date.  If the Plan is\nnot approved by the shareholders of the Company prior to the first anniversary\nof the Effective Date, no Awards may be granted thereafter.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9546],"class_list":["post-38316","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","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\/38316","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=38316"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38316"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38316"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38316"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}