{"id":38359,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-stock-incentive-plan-edison-schools-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-incentive-plan-edison-schools-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-incentive-plan-edison-schools-inc.html","title":{"rendered":"1999 Stock Incentive Plan &#8211; Edison Schools Inc."},"content":{"rendered":"<pre>                               EDISON SCHOOLS INC.\n\n                            1999 STOCK INCENTIVE PLAN\n\n1.       Purpose\n\n         The purpose of this 1999 Stock Incentive Plan (the 'Plan') of Edison\nSchools Inc., a Delaware corporation (the 'Company'), is to advance the\ninterests of the Company's stockholders by enhancing the Company's ability to\nattract, retain and motivate persons who make (or are expected to make)\nimportant contributions to the Company by providing such persons with equity\nownership opportunities and performance-based incentives and thereby better\naligning the interests of such persons with those of the Company's stockholders.\nExcept where the context otherwise requires, the term 'Company' shall include\nany of the Company's present or future subsidiary corporations as defined in\nSection 424(f) of the Internal Revenue Code of 1986, as amended, and any\nregulations promulgated thereunder (the 'Code') and any other business venture\n(including, without limitation, joint venture or limited liability company) in\nwhich the Company has a significant interest, as determined by the Board of\nDirectors of the Company (the 'Board').\n\n2.       Eligibility\n\n         All of the Company's employees, officers, directors, consultants and\nadvisors (and any individuals who have accepted an offer for employment) are\neligible to be granted options, restricted stock awards or other stock-based\nawards (each, an 'Award') under the Plan. Each person who has been granted an\nAward under the Plan shall be deemed a 'Participant'.\n\n3.       Administration, Delegation\n\n         (a) Administration by Board of Directors. The Plan will be administered\nby the Board. The Board shall have authority to grant Awards and to adopt, amend\nand repeal such administrative rules, guidelines and practices relating to the\nPlan as it shall deem advisable. The Board may correct any defect, supply any\nomission or reconcile any inconsistency in the Plan or any Award in the manner\nand to the extent it shall deem expedient to carry the Plan into effect and it\nshall be the sole and final judge of such expediency. All decisions by the Board\nshall be made in the Board's sole discretion and shall be final and binding on\nall persons having or claiming any interest in the Plan or in any Award. No\ndirector or person acting pursuant to the authority delegated by the Board shall\nbe liable for any action or determination relating to or under the Plan made in\ngood faith.\n\n\n\n\n\n         (b) Delegation to Executive Officers. To the extent permitted by\napplicable law, the Board may delegate to one or more executive officers of the\nCompany the power to make Awards and exercise such other powers under the Plan\nas the Board may determine, provided that the Board shall fix the maximum number\nof shares subject to Awards and the maximum number of shares for any one\nParticipant to be made by such executive officers.\n\n         (c) Appointment of Committees. To the extent permitted by applicable\nlaw, the Board may delegate any or all of its powers under the Plan to one or\nmore committees or subcommittees of the Board (a 'Committee'). If and when the\nClass A Common Stock, $.01 par value per share, of the Company (the 'Common\nStock') is registered under the Securities Exchange Act of 1934 (the 'Exchange\nAct'), the Board shall appoint one such Committee of not less than two members,\neach member of which shall be an 'outside director' within the meaning of\nSection 162(m) of the Code ('Section 162(m)') and a 'non-employee director' as\ndefined in Rule 16b-3 promulgated under the Exchange Act. All references in the\nPlan to the 'Board' shall mean the Board or a Committee of the Board or the\nexecutive officer referred to in Section 3(b) to the extent that the Board's\npowers or authority under the Plan have been delegated to such Committee or\nexecutive officer.\n\n4.       Stock Available for Awards\n\n         (a) Subject to adjustment under Section 8, Awards may be made under the\nPlan for up to 2,500,000 shares of Common Stock. If any Award expires or is\nterminated, surrendered or canceled without having been fully exercised or is\nforfeited in whole or in part or results in any Common Stock not being issued,\nthe unused Common Stock covered by such Award shall again be available for the\ngrant of Awards under the Plan, subject, however, in the case of Incentive Stock\nOptions (as hereinafter defined), to any limitation required under the Code.\nShares issued under the Plan may consist in whole or in part of authorized but\nunissued shares or treasury shares.\n\n         (b) Per-Participant Limit. Subject to adjustment under Section 8, for\nAwards granted after the Common Stock is registered under the Exchange Act, the\nmaximum number of shares of Common Stock with respect to which an Award may be\ngranted to any Participant under the Plan shall be 1,000,000 per calendar year.\nThe per-Participant limit described in this Section 4(b) shall be construed and\napplied consistently with Section 162(m).\n\n5.       Stock Options\n\n         (a) General. The Board may grant options to purchase Common Stock\n(each, an 'Option') and determine the number of shares of Common Stock to be\n\n\n                                      -2-\n\n\ncovered by each Option, the exercise price of each Option and the conditions and\nlimitations applicable to the exercise of each Option, including conditions\nrelating to applicable federal or state securities laws, as it considers\nnecessary or advisable. An Option which is not intended to be an Incentive Stock\nOption shall be designated a 'Nonstatutory Stock Option'.\n\n         (b) Incentive Stock Options. An Option that the Board intends to be an\n'incentive stock option' as defined in Section 422 of the Code (an 'Incentive\nStock Option') shall only be granted to employees of the Company and shall be\nsubject to and shall be construed consistently with the requirements of Section\n422 of the Code. The Company shall have no liability to a Participant, or any\nother party, if an Option (or any part thereof) which is intended to be an\nIncentive Stock Option is not an Incentive Stock Option.\n\n         (c) Exercise Price. The Board shall establish the exercise price at the\ntime each Option is granted and specify it in the applicable option agreement.\n\n         (d) Duration of Options. Each Option shall be exercisable at such times\nand subject to such terms and conditions as the Board may specify in the\napplicable option agreement. No option will be granted for a term in excess of\n10 years.\n\n         (e) Exercise of Option. Options may be exercised by delivery to the\nCompany of a written notice of exercise signed by the proper person or by any\nother form of notice (including electronic notice) approved by the Board\ntogether with payment in full as specified in Section 5(f) for the number of\nshares for which the Option is exercised.\n\n         (f) Payment Upon Exercise. Common Stock purchased upon the exercise of\nan Option granted under the Plan shall be paid for as follows:\n\n                  (1) in cash or by check, payable to the order of the Company;\n\n                  (2) except as the Board may, in its sole discretion, otherwise\nprovide in an option agreement, by (i) delivery of an irrevocable and\nunconditional undertaking by a creditworthy broker to deliver promptly to the\nCompany sufficient funds to pay the exercise price or (ii) delivery by the\nParticipant to the Company of a copy of irrevocable and unconditional\ninstructions to a creditworthy broker to deliver promptly to the Company cash or\na check sufficient to pay the exercise price;\n\n                  (3) when the Common Stock is registered under the Exchange\nAct, by delivery of shares of Common Stock owned by the Participant valued at\ntheir fair market value as determined by (or in a manner approved by) the Board\nin good faith ('Fair Market Value'), provided (i) such method of payment is then\npermitted under\n\n\n                                      -3-\n\n\napplicable law and (ii) such Common Stock was owned by the\nParticipant at least six months prior to such delivery;\n\n                  (4) to the extent permitted by the Board, in its sole\ndiscretion, by (i) delivery of a promissory note of the Participant to the\nCompany on terms determined by the Board or (ii) payment of such other lawful\nconsideration as the Board may determine; or\n\n                  (5) by any combination of the above permitted forms of\npayment.\n\n6.       Restricted Stock\n\n         (a) Grants. The Board may grant Awards entitling recipients to acquire\nshares of Common Stock, subject to the right of the Company to repurchase all or\npart of such shares at their issue price or other stated or formula price from\nthe recipient in the event that conditions specified by the Board in the\napplicable Award are not satisfied prior to the end of the applicable\nrestriction period or periods established by the Board for such Award (each, a\n'Restricted Stock Award').\n\n         (b) Terms and Conditions. The Board shall determine the terms and\nconditions of any such Restricted Stock Award, including the conditions for\nrepurchase (or forfeiture) and the issue price, if any. Any stock certificates\nissued in respect of a Restricted Stock Award shall be registered in the name of\nthe Participant and, unless otherwise determined by the Board, deposited by the\nParticipant, together with a stock power endorsed in blank, with the Company (or\nits designee). At the expiration of the applicable restriction periods, the\nCompany (or such designee) shall deliver the certificates no longer subject to\nsuch restrictions to the Participant or, if the Participant has died, to the\nbeneficiary designated, in a manner determined by the Board, by a Participant to\nreceive amounts due or exercise rights of the Participant in the event of the\nParticipant's death (the 'Designated Beneficiary'). In the absence of an\neffective designation by a Participant, Designated Beneficiary shall mean the\nParticipant's estate.\n\n7.       Other Stock-Based Awards\n\n         The Board shall have the right to grant other Awards based upon the\nCommon Stock having such terms and conditions as the Board may determine,\nincluding the grant of shares based upon certain conditions, the grant of\nsecurities convertible into Common Stock and the grant of stock appreciation\nrights.\n\n                                      -4-\n\n\n8.       Adjustments for Changes in Common Stock and Certain Other Events\n\n         (a) Changes in Capitalization. In the event of any stock split, reverse\nstock split, stock dividend, recapitalization, combination of shares,\nreclassification of shares, spin-off or other similar change in capitalization\nor event, or any distribution to holders of Common Stock other than a normal\ncash dividend, (i) the number and class of securities available under this Plan,\n(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and\nclass of securities and exercise price per share subject to each outstanding\nOption, (iv) the repurchase price per share subject to each outstanding\nRestricted Stock Award and (v) the terms of each other outstanding Award shall\nbe appropriately adjusted by the Company (or substituted Awards may be made, if\napplicable) to the extent the Board shall determine, in good faith, that such an\nadjustment (or substitution) is necessary and appropriate. If this Section 8(a)\napplies and Section 8(c) also applies to any event, Section 8(c) shall be\napplicable to such event, and this Section 8(a) shall not be applicable.\n\n         (b) Liquidation or Dissolution. In the event of a proposed liquidation\nor dissolution of the Company, the Board shall upon written notice to the\nParticipants provide that all then unexercised Options will (i) become\nexercisable in full as of a specified time at least 10 business days prior to\nthe effective date of such liquidation or dissolution and (ii) terminate\neffective upon such liquidation or dissolution, except to the extent exercised\nbefore such effective date. The Board may specify the effect of a liquidation or\ndissolution on any Restricted Stock Award or other Award granted under the Plan\nat the time of the grant of such Award.\n\n         (c)  Acquisition Events\n\n                  (1) Definition. An 'Acquisition Event' shall mean: (a) any\nmerger or consolidation of the Company with or into another entity as a result\nof which the Common Stock is converted into or exchanged for the right to\nreceive cash, securities or other property or (b) any exchange of shares of the\nCompany for cash, securities or other property pursuant to a statutory share\nexchange transaction.\n\n                  (2) Consequences of an Acquisition Event on Options. Upon the\noccurrence of an Acquisition Event, or the execution by the Company of any\nagreement with respect to an Acquisition Event, the Board shall provide that all\noutstanding Options shall be assumed, or equivalent options shall be\nsubstituted, by the acquiring or succeeding corporation (or an affiliate\nthereof). For purposes hereof, an Option shall be considered to be assumed if,\nfollowing consummation of the Acquisition Event, the Option confers the right to\npurchase, for each share of Common Stock subject to the Option immediately prior\nto the consummation of the Acquisition Event, the consideration (whether cash,\nsecurities or other property) received as a result of the Acquisition Event by\nholders of Common Stock for each share of Common Stock held immediately prior to\nthe consummation of the\n\n\n                                      - 5 -\n\n\n\n\n\nAcquisition Event (and if holders were offered a choice of consideration, the\ntype of consideration chosen by the holders of a majority of the outstanding\nshares of Common Stock); provided, however, that if the consideration received\nas a result of the Acquisition Event is not solely common stock of the acquiring\nor succeeding corporation (or an affiliate thereof), the Company may, with the\nconsent of the acquiring or succeeding corporation, provide for the\nconsideration to be received upon the exercise of Options to consist solely of\ncommon stock of the acquiring or succeeding corporation (or an affiliate\nthereof) equivalent in fair market value to the per share consideration received\nby holders of outstanding shares of Common Stock as a result of the Acquisition\nEvent.\n\n                  Notwithstanding the foregoing, if the acquiring or succeeding\ncorporation (or an affiliate thereof) does not agree to assume, or substitute\nfor, such Options, then the Board shall, upon written notice to the\nParticipants, provide that all then unexercised Options will become exercisable\nin full as of a specified time prior to the Acquisition Event and will terminate\nimmediately prior to the consummation of such Acquisition Event, except to the\nextent exercised by the Participants before the consummation of such Acquisition\nEvent; provided, however, that in the event of an Acquisition Event under the\nterms of which holders of Common Stock will receive upon consummation thereof a\ncash payment for each share of Common Stock surrendered pursuant to such\nAcquisition Event (the 'Acquisition Price'), then the Board may instead provide\nthat all outstanding Options shall terminate upon consummation of such\nAcquisition Event and that each Participant shall receive, in exchange therefor,\na cash payment equal to the amount (if any) by which (A) the Acquisition Price\nmultiplied by the number of shares of Common Stock subject to such outstanding\nOptions (whether or not then exercisable) exceeds (B) the aggregate exercise\nprice of such Options.\n\n                  (3) Consequences of an Acquisition Event on Restricted Stock\nAwards. Upon the occurrence of an Acquisition Event, the repurchase and other\nrights of the Company under each outstanding Restricted Stock Award shall inure\nto the benefit of the Company's successor and shall apply to the cash,\nsecurities or other property which the Common Stock was converted into or\nexchanged for pursuant to such Acquisition Event in the same manner and to the\nsame extent as they applied to the Common Stock subject to such Restricted Stock\nAward.\n\n                  (4) Consequences of an Acquisition Event on Other Awards. The\nBoard shall specify the effect of an Acquisition Event on any other Award\ngranted under the Plan at the time of the grant of such Award.\n\n9.   General Provisions Applicable to Awards\n\n     (a) Transferability of Awards. Except as the Board may otherwise determine\nor provide in an Award, Awards shall not be sold, assigned, transferred,\n\n\n                                      - 6 -\n\n\n\npledged or otherwise encumbered by the person to whom they are granted, either\nvoluntarily or by operation of law, except by will or the laws of descent and\ndistribution, and, during the life of the Participant, shall be exercisable only\nby the Participant. References to a Participant, to the extent relevant in the\ncontext, shall include references to authorized transferees.\n\n     (b) Documentation. Each Award shall be evidenced by a written instrument in\nsuch form as the Board shall determine. Each Award may contain terms and\nconditions in addition to those set forth in the Plan.\n\n     (c) Board Discretion. Except as otherwise provided by the Plan, each Award\nmay be made alone or in addition or in relation to any other Award. The terms of\neach Award need not be identical, and the Board need not treat Participants\nuniformly.\n\n     (d) Termination of Status. The Board shall determine the effect on an Award\nof the disability, death, retirement, authorized leave of absence or other\nchange in the employment or other status of a Participant and the extent to\nwhich, and the period during which, the Participant, the Participant's legal\nrepresentative, conservator, guardian or Designated Beneficiary may exercise\nrights under the Award.\n\n     (e) Withholding. Each Participant shall pay to the Company, or make\nprovision satisfactory to the Board for payment of, any taxes required by law to\nbe withheld in connection with Awards to such Participant no later than the date\nof the event creating the tax liability. Except as the Board may otherwise\nprovide in an Award, when the Common Stock is registered under the Exchange Act,\nParticipants may, to the extent then permitted under applicable law, satisfy\nsuch tax obligations in whole or in part by delivery of shares of Common Stock,\nincluding shares retained from the Award creating the tax obligation, valued at\ntheir Fair Market Value. The Company may, to the extent permitted by law, deduct\nany such tax obligations from any payment of any kind otherwise due to a\nParticipant.\n\n     (f) Amendment of Award. The Board may amend, modify or terminate any\noutstanding Award, including but not limited to, substituting therefor another\nAward of the same or a different type, changing the date of exercise or\nrealization, and converting an Incentive Stock Option to a Nonstatutory Stock\nOption, provided that the Participant's consent to such action shall be required\nunless the Board determines that the action, taking into account any related\naction, would not materially and adversely affect the Participant.\n\n     (g) Conditions on Delivery of Stock. The Company will not be obligated to\ndeliver any shares of Common Stock pursuant to the Plan or to remove\nrestrictions from shares previously delivered under the Plan until (i) all\nconditions of the Award\n\n\n                                      - 7 -\n\n\n\nhave been met or removed to the satisfaction of the Company, (ii) in the opinion\nof the Company's counsel, all other legal matters in connection with the\nissuance and delivery of such shares have been satisfied, including any\napplicable securities laws and any applicable stock exchange or stock market\nrules and regulations, and (iii) the Participant has executed and delivered to\nthe Company such representations or agreements as the Company may consider\nappropriate to satisfy the requirements of any applicable laws, rules or\nregulations.\n\n     (h) Acceleration. The Board may at any time provide that any Options shall\nbecome immediately exercisable in full or in part, that any Restricted Stock\nAwards shall be free of restrictions in full or in part or that any other Awards\nmay become exercisable in full or in part or free of some or all restrictions or\nconditions, or otherwise realizable in full or in part, as the case may be.\n\n10.   Miscellaneous\n\n     (a) No Right To Employment or Other Status. No person shall have any claim\nor right to be granted an Award, and the grant of an Award shall not be\nconstrued as giving a Participant the right to continued employment or any other\nrelationship with the Company. The Company expressly reserves the right at any\ntime to dismiss or otherwise terminate its relationship with a Participant free\nfrom any liability or claim under the Plan, except as expressly provided in the\napplicable Award.\n\n     (b) No Rights As Stockholder. Subject to the provisions of the applicable\nAward, no Participant or Designated Beneficiary shall have any rights as a\nstockholder with respect to any shares of Common Stock to be distributed with\nrespect to an Award until becoming the record holder of such shares.\nNotwithstanding the foregoing, in the event the Company effects a split of the\nCommon Stock by means of a stock dividend and the exercise price of and the\nnumber of shares subject to such Option are adjusted as of the date of the\ndistribution of the dividend (rather than as of the record date for such\ndividend), then an optionee who exercises an Option between the record date and\nthe distribution date for such stock dividend shall be entitled to receive, on\nthe distribution date, the stock dividend with respect to the shares of Common\nStock acquired upon such Option exercise, notwithstanding the fact that such\nshares were not outstanding as of the close of business on the record date for\nsuch stock dividend.\n\n     (c) Effective Date and Term of Plan. The Plan shall become effective on the\ndate on which it is adopted by the Board, but no Award granted to a Participant\nthat is intended to comply with Section 162(m) shall become exercisable, vested\nor realizable, as applicable to such Award, unless and until the Plan has been\napproved by the Company's stockholders to the extent stockholder approval is\nrequired by\n\n\n                                      - 8 -\n\n\n\n\n\nSection 162(m) in the manner required under Section 162(m) (including the vote\nrequired under Section 162(m)). No Awards shall be granted under the Plan after\nthe completion of ten years from the earlier of (i) the date on which the Plan\nwas adopted by the Board or (ii) the date the Plan was approved by the Company's\nstockholders, but Awards previously granted may extend beyond that date.\n\n     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan\nor any portion thereof at any time, provided that to the extent required by\nSection 162(m), no Award granted to a Participant that is intended to comply\nwith Section 162(m) after the date of such amendment shall become exercisable,\nrealizable or vested, as applicable to such Award, unless and until such\namendment shall have been approved by the Company's stockholders as required by\nSection 162(m) (including the vote required under Section 162(m)).\n\n     (e) Governing Law. The provisions of the Plan and all Awards made hereunder\nshall be governed by and interpreted in accordance with the laws of the State of\nDelaware, without regard to any applicable conflicts of law.\n\n                                               Adopted by the Board of Directors\n                                               on ________, 1999\n\n\n                                               Approved by the Stockholders\n                                               on ________, 1999\n\n\n\n\n\n                                      - 9 -\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9546],"class_list":["post-38359","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","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\/38359","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=38359"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38359"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38359"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38359"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}