{"id":38417,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-director-option-plan-utstarcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-director-option-plan-utstarcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-director-option-plan-utstarcom-inc.html","title":{"rendered":"2001 Director Option Plan &#8211; UTStarcom Inc."},"content":{"rendered":"<pre>                                UTSTARCOM, INC.\n\n                           2001 DIRECTOR OPTION PLAN\n\n      1.  Purposes of the Plan.  The purposes of this 2001 Director Option Plan\n          --------------------                                                 \nare to attract and retain the best available personnel for service as Outside\nDirectors (as defined herein) of the Company, to provide additional incentive to\nthe Outside Directors of the Company to serve as Directors, and to encourage\ntheir continued service on the Board.\n\n          All options granted hereunder shall be nonstatutory stock options.\n\n      2.  Definitions.  As used herein, the following definitions shall apply:\n          -----------                                                         \n\n          (a)  \"Board\" means the Board of Directors of the Company.\n                -----                                              \n\n          (b)  \"Code\" means the Internal Revenue Code of 1986, as amended.\n                ----                                                      \n    \n          (c)  \"Common Stock\" means the common stock of the Company.\n                ------------                                        \n\n          (d)  \"Company\" means UTStarcom, Inc., a Delaware corporation.\n                -------                                                \n\n          (e)  \"Director\" means a member of the Board.\n                --------                              \n\n          (f)  \"Disability\" means total and permanent disability as defined in\n                ----------                                                    \nsection 22(e)(3) of the Code.\n\n          (g)  \"Employee\" means any person, including officers and Directors,\n                --------                                                     \nemployed by the Company or any Parent or Subsidiary of the Company. The payment\nof a Director's fee by the Company shall not be sufficient in and of itself to\nconstitute \"employment\" by the Company.\n\n          (h)  \"Exchange Act\" means the Securities Exchange Act of 1934, as\n                ------------                                               \namended.\n\n          (i)  \"Fair Market Value\" means, as of any date, the value of Common\n                -----------------                                            \nStock determined as follows:\n\n                (i)  If the Common Stock is listed on any established stock\nexchange or a national market system, including without limitation the Nasdaq\nNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its\nFair Market Value shall be the closing sales price for such stock (or the\nclosing bid, if no sales were reported) as quoted on such exchange or system for\nthe last market trading day prior to the time of determination as reported in\nThe Wall Street Journal or such other source as the Board deems reliable;\n\n \n                (ii) If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, the Fair Market Value of\na Share of Common Stock shall be the mean between the high bid and low asked\nprices for the Common Stock for the last market trading day prior to the time of\ndetermination, as reported in The Wall Street Journal or such other source as\nthe Board deems reliable; or\n\n               (iii)  In the absence of an established market for the Common\nStock, the Fair Market Value thereof shall be determined in good faith by the\nBoard.\n\n          (j)  \"Inside Director\" means a Director who is an Employee.\n                ---------------                                      \n\n          (k)  \"Option\" means a stock option granted pursuant to the Plan.\n                ------                                                    \n\n          (l)  \"Optioned Stock\" means the Common Stock subject to an Option.\n                --------------                                              \n\n          (m)  \"Optionee\" means a Director who holds an Option.\n                --------                                       \n\n          (n)  \"Outside Director\" means a Director who is not an Employee.\n                ----------------                                          \n \n          (o)  \"Parent\" means a \"parent corporation,\" whether now or hereafter\n                ------                                                        \nexisting, as defined in Section 424(e) of the Code.\n\n          (p)  \"Plan\" means this 2001 Director Option Plan.\n                ----                                       \n\n          (q)  \"Share\" means a share of the Common Stock, as adjusted in\n                -----                                                \naccordance with Section 10 of the Plan.\n\n          (r)  \"Subsidiary\" means a \"subsidiary corporation,\" whether now or\n                ----------                                                  \nhereafter existing, as defined in Section 424(f) of the Internal Revenue Code of\n1986.\n\n      3.  Stock Subject to the Plan.  Subject to the provisions of Section 10 of\n          -------------------------                                            \nthe Plan, the maximum aggregate number of Shares which may be optioned and sold\nunder the Plan is 1,200,000 Shares (the \"Pool\"). The Shares may be authorized,\nbut unissued, or reacquired Common Stock.\n\n          If an Option expires or becomes unexercisable without having been\nexercised in full, the unpurchased Shares which were subject thereto shall\nbecome available for future grant or sale under the Plan (unless the Plan has\nterminated).  Shares that have actually been issued under the Plan shall not be\nreturned to the Plan and shall not become available for future distribution\nunder the Plan.\n\n      4.  Administration and Grants of Options under the Plan.\n          --------------------------------------------------- \n\n          (a)  Procedure for Grants.  All grants of Options to Outside Directors\n               --------------------                                             \nunder this Plan shall be automatic and nondiscretionary and shall be made\nstrictly in accordance with the following provisions:\n\n                                       2\n\n \n                (i)  No person shall have any discretion to select which Outside\nDirectors shall be granted Options or to determine the number of Shares to be\ncovered by Options.\n\n               (ii) Each Outside Director shall be automatically granted an\nOption to purchase eighty thousand (80,000) Shares (the \"First Option\") on the\ndate on which the later of the following events occurs: (A) the effective date\nof this Plan, as determined in accordance with Section 6 hereof, or (B) the date\non which such person first becomes an Outside Director, whether through election\nby the stockholders of the Company or appointment by the Board to fill a vacancy\n(the \"Anniversary Date\"); provided, however, that an Inside Director who ceases\nto be an Inside Director but who remains a Director shall not receive a First\nOption.\n\n              (iii)  At such time as each Outside Director's First Option is\nfully vested, each Outside Director shall be automatically granted an Option to\npurchase twenty thousand (20,000) Shares (a \"Subsequent Option\") on the\nAnniversary Date of each year provided he or she is then an Outside Director. In\nthe event an Outside Director does not receive a First Option due to previously\nbeing an Inside Director, such Outside Director shall receive a Subsequent\nOption at the Company's first annual meeting of the stockholders following such\nconversion from an Inside Director to an Outside Director and at each subsequent\nannual stockholder meeting thereafter, provided such Outside Director is serving\nas an Outside Director on each such date.\n\n                (iv) Notwithstanding the provisions of subsections (ii) and\n(iii) hereof, any exercise of an Option granted before the Company has obtained\nstockholder approval of the Plan in accordance with Section 16 hereof shall be\nconditioned upon obtaining such stockholder approval of the Plan in accordance\nwith Section 16 hereof.\n\n                (v)  The terms of a First Option granted hereunder shall be as\nfollows:\n\n                     (A)  the term of the First Option shall be ten (10) years.\n\n                     (B)  the First Option shall be exercisable only while the\nOutside Director remains a Director of the Company, except as set forth in\nSections 8 and 10 hereof.\n\n                     (C)  the exercise price per Share shall be one hundred\npercent (100%) of the Fair Market Value per Share on the date of grant of the\nFirst Option.\n\n                     (D)  subject to Section 10 hereof, the First Option shall\nbecome exercisable as to twenty-five percent (25%) of the Shares subject to the\nFirst Option on each anniversary of its date of grant, provided that the\nOptionee continues to serve as a Director on such dates.\n\n                (vi) The terms of a Subsequent Option granted hereunder shall be\nas follows:\n\n                     (A)  the term of the Subsequent Option shall be ten (10)\nyears.\n\n                                       3\n\n \n                     (B)  the Subsequent Option shall be exercisable only while\nthe Outside Director remains a Director of the Company, except as set forth in\nSections 8 and 10 hereof.\n\n                     (C)  the exercise price per Share shall be one hundred\npercent (100%) of the Fair Market Value per Share on the date of grant of the\nSubsequent Option.\n\n                     (D)  subject to Section 10 hereof, the Subsequent Option\nshall become exercisable as to one hundred percent (100%) of the Shares subject\nto the Subsequent Option on the anniversary of its date of grant, provided that\nthe Optionee continues to serve as a Director on such date.\n\n                (vii)  In the event that any Option granted under the Plan would\ncause the number of Shares subject to outstanding Options plus the number of\nShares previously purchased under Options to exceed the Pool, then the remaining\nShares available for Option grant shall be granted under Options to the Outside\nDirectors on a pro rata basis. No further grants shall be made until such time,\nif any, as additional Shares become available for grant under the Plan through\naction of the Board or the stockholders to increase the number of Shares which\nmay be issued under the Plan or through cancellation or expiration of Options\npreviously granted hereunder.\n\n      5.  Eligibility.  Options may be granted only to Outside Directors. All\n          -----------                                           \nOptions shall be automatically granted in accordance with the terms set forth in\nSection 4 hereof.\n\n          The Plan shall not confer upon any Optionee any right with respect to\ncontinuation of service as a Director or nomination to serve as a Director, nor\nshall it interfere in any way with any rights which the Director or the Company\nmay have to terminate the Director's relationship with the Company at any time.\n\n      6.  Term of Plan.  The Plan shall become effective upon the later to occur\n          ------------                                                \nof its adoption by the Board or its approval by the stockholders of the Company\nas described in Section 16 of the Plan. It shall continue in effect for a term\nof ten (10) years unless sooner terminated under Section 11 of the Plan.\n\n      7.  Form of Consideration.  The consideration to be paid for the Shares to\n          ---------------------                                   \nbe issued upon exercise of an Option, including the method of payment, shall\nconsist of (i) cash, (ii) check, (iii) other Shares, provided Shares acquired\nfrom the Company, (x) have been owned by the Optionee for more than six (6)\nmonths on the date of surrender, and (y) have a Fair Market Value on the date of\nsurrender equal to the aggregate exercise price of the Shares as to which said\nOption shall be exercised, (iv) consideration received by the Company under a\ncashless exercise program implemented by the Company in connection with the\nPlan, or (v) any combination of the foregoing methods of payment.\n\n      8.  Exercise of Option.\n          ------------------ \n\n          (a)  Procedure for Exercise; Rights as a Stockholder. Any Option\n               -----------------------------------------------            \ngranted hereunder shall be exercisable at such times as are set forth in Section\n4 hereof; provided, however, \n\n                                       4\n\n \nthat no Options shall be exercisable until stockholder approval of the Plan in\naccordance with Section 16 hereof has been obtained.\n\n               An Option may not be exercised for a fraction of a Share.\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 consist of any consideration and method of payment\nallowable under Section 7 of the Plan. Until the issuance (as evidenced by the\nappropriate entry on the books of the Company or of a duly authorized transfer\nagent of the Company) of the stock certificate evidencing such Shares, no right\nto vote or receive dividends or any other rights as a stockholder shall exist\nwith respect to the Optioned Stock, notwithstanding the exercise of the Option.\nA share certificate for the number of Shares so acquired shall be issued to the\nOptionee as soon as practicable after exercise of the Option. No adjustment\nshall be made for a dividend or other right for which the record date is prior\nto the date the stock certificate is issued, except as provided in Section 10 of\nthe 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 the\nPlan and for sale under the Option, by the number of Shares as to which the\nOption is exercised.\n\n          (b)  Termination of Continuous Status as a Director. Subject to\n               ----------------------------------------------            \nSection 10 hereof, in the event an Optionee's status as a Director terminates\n(other than upon the Optionee's death or Disability), the Optionee may exercise\nhis or her Option, but only within three (3) months following the date of such\ntermination, and only to the extent that the Optionee was entitled to exercise\nit on the date of such termination (but in no event later than the expiration of\nits ten (10) year term). To the extent that the Optionee was not vested as to\nhis or her entire Option on the date of such termination, the shares covered by\nthe unvested portion of the Option shall revert to the Plan. If, after\ntermination, the Optionee does not exercise his or her Option within the time\nspecified herein, the Option shall terminate, and the Shares covered by such\nOption shall revert to the Plan.\n\n          (c)  Disability of Optionee.  In the event Optionee's status as a\nDirector terminates as a result of Disabilitthe Optionee may exercise his or her\nOption, but only within twelve (12) months following the date of such\ntermination, and only to the extent that the Optionee was entitled to exercise\nit on the date of such termination (but in no event later than the expiration of\nits ten (10) year term). To the extent that the Optionee was not vested as to\nhis or her entire Option on the date of termination, the shares covered by the\nunvested portion of the Option shall revert to the Plan. If, after termination,\nthe Optionee does not exercise his or her Option within the time specified\nherein, the Option shall terminate, and the Shares covered by such Option shall\nrevert to the Plan.\n\n          (d)  Death of Optionee.  In the event of an Optionee's death, the\n               -----------------                                           \nOptionee's estate or a person who acquired the right to exercise the Option by\nbequest or inheritance may exercise the Option, but only within twelve (12)\nmonths following the date of death, and only to the extent that the Optionee was\nentitled to exercise it on the date of death (but in no event later than the\nexpiration \n\n                                       5\n\n \nof its ten (10) year term). To the extent that the Optionee was not vested as to\nhis or her entire an Option on the date of death, the shares covered by the\nunvested portion of the Option shall revert to the Plan. To the extent that the\nOptionee's estate or a person who acquired the right to exercise such Option\ndoes not exercise such Option (to the extent otherwise so entitled) within the\ntime specified herein, the Option shall terminate, and the Shares covered by\nsuch Option shall revert to the Plan.\n\n          9.  Non-Transferability of Options.  The Option may not be sold,\n              ------------------------------                              \npledged, assigned, hypothecated, transferred, or disposed of in any manner other\nthan by will or by the laws of descent or distribution and may be exercised,\nduring the lifetime of the Optionee, only by the Optionee.\n\n          10.  Adjustments Upon Changes in Capitalization, Dissolution, Merger\n               ---------------------------------------------------------------\nor Asset Sale.\n------------- \n\n               (a)  Changes in Capitalization.  Subject to any required action\n                    -------------------------                                 \nby the stockholders of the Company, the number of Shares covered by each\noutstanding Option, the number of Shares which have been authorized for issuance\nunder the Plan but as to which no Options have yet been granted or which have\nbeen returned to the Plan upon cancellation or expiration of an Option, as well\nas the price per Share covered by each such outstanding Option, and the number\nof Shares issuable pursuant to the automatic grant provisions of Section 4\nhereof shall be proportionately adjusted for any increase or decrease in the\nnumber of issued Shares resulting from a stock split, reverse stock split, stock\ndividend, combination or reclassification of the Common Stock, or any other\nincrease or decrease in the number of issued Shares effected without receipt of\nconsideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been \"effected\nwithout receipt of consideration.\" Except as expressly provided herein, no\nissuance by the Company of shares of stock of any class, or securities\nconvertible into shares of stock of any class, shall affect, and no adjustment\nby reason thereof shall be made with respect to, the number or price of Shares\nsubject to an Option.\n\n               (b)  Dissolution or Liquidation.  In the event of the proposed\n                    --------------------------                               \ndissolution or liquidation of the Company, to the extent that an Option has not\nbeen previously exercised, it shall terminate immediately prior to the\nconsummation of such proposed action.\n\n               (c)  Merger or Asset Sale.  In the event of a merger of the\n                    --------------------                                  \nCompany with or into another corporation or the sale of substantially all of the\nassets of the Company, outstanding Options may be assumed or equivalent options\nmay be substituted by the successor corporation or a Parent or Subsidiary\nthereof (the \"Successor Corporation\"). If an Option is assumed or substituted\nfor, the Option or equivalent option shall continue to be exercisable as\nprovided in Section 4 hereof for so long as the Optionee serves as a Director or\na director of the Successor Corporation. Following such assumption or\nsubstitution, if the Optionee's status as a Director or director of the\nSuccessor Corporation, as applicable, is terminated other than upon a voluntary\nresignation by the Optionee, the Option or option shall become fully\nexercisable, including as to Shares for which it would not otherwise be\nexercisable. Thereafter, the Option or option shall remain exercisable in\naccordance with Sections 8(b) through (d) above.\n\n     If the Successor Corporation does not assume an outstanding Option or\nsubstitute for it an equivalent option, the Option shall become fully vested and\nexercisable, including as to Shares for \n\n                                       6\n\n \nwhich it would not otherwise be exercisable. In such event the Board 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 upon the expiration of such\nperiod the Option shall terminate.\n\n     For the purposes of this Section 10(c), an Option shall be considered\nassumed if, following the merger or sale of assets, the Option confers the right\nto purchase or receive, for each Share of Optioned Stock subject to the Option\nimmediately prior to the merger or sale of assets, the consideration (whether\nstock, cash, or other securities or property) received in the merger or sale of\nassets by holders of Common Stock for each Share held on the effective date of\nthe transaction (and if holders were offered a choice of consideration, the type\nof consideration chosen by the holders of a majority of the outstanding Shares).\nIf such consideration received in the merger or sale of assets is not solely\ncommon stock of the successor corporation or its Parent, the Board may, with the\nconsent of the successor corporation, provide for the consideration to be\nreceived upon the exercise of the Option, for each Share of Optioned Stock\nsubject to the Option, to be solely common stock of the successor corporation or\nits Parent equal in fair market value to the per share consideration received by\nholders of Common Stock in the merger or sale of assets.\n\n     11.  Amendment and Termination of the Plan.\n          ------------------------------------- \n\n          (a)  Amendment and Termination.  The Board may at any time amend,\n               -------------------------                                   \nalter, suspend, or discontinue the Plan, but no amendment, alteration,\nsuspension, or discontinuation shall be made which would impair the rights of\nany Optionee under any grant theretofore made, without his or her consent. In\naddition, to the extent necessary and desirable to comply with any applicable\nlaw, regulation or stock exchange rule, the Company shall obtain stockholder\napproval of any Plan amendment in such a manner and to such a degree as\nrequired.\n\n          (b)  Effect of Amendment or Termination.  Any such amendment or\n               ----------------------------------                        \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.\n\n     12.  Time of Granting Options.  The date of grant of an Option shall, for\n          ------------------------                                            \nall purposes, be the date determined in accordance with Section 4 hereof.\n\n     13.  Conditions Upon Issuance of Shares.  Shares shall not be issued\n          ----------------------------------                             \npursuant to the exercise of an Option unless the exercise of such Option and the\nissuance and delivery of such Shares pursuant thereto shall comply with all\nrelevant provisions of law, including, without limitation, the Securities Act of\n1933, as amended, the Exchange Act, the rules and regulations promulgated\nthereunder, state securities laws, and the requirements of any stock exchange\nupon which the Shares may then be listed, and shall be further subject to the\napproval of counsel for the Company with respect to such compliance.\n\n          As a condition to the exercise of an Option, the Company may require\nthe person exercising such Option to represent and warrant at the time of any\nsuch exercise that the Shares are being purchased only for investment and\nwithout any present intention to sell or distribute such \n\n                                       7\n\n \nShares, if, in the opinion of counsel for the Company, such a representation is\nrequired by any of the aforementioned relevant provisions of law.\n\n          Inability of the Company to obtain authority from any regulatory body\nhaving jurisdiction, which authority is deemed by the Company's counsel to be\nnecessary to the lawful issuance and sale of any Shares hereunder, shall relieve\nthe Company of any liability in respect of the failure to issue or sell such\nShares as to which such requisite authority shall not have been obtained.\n\n          14.  Reservation of Shares.  The Company, during the term of this\n               ---------------------                                       \nPlan, will at all times reserve and keep available such number of Shares as\nshall be sufficient to satisfy the requirements of the Plan.\n\n          15.  Option Agreement.  Options shall be evidenced by written option\n               ----------------                                               \nagreements in such form as the Board shall approve.\n\n          16.  Stockholder Approval.  The Plan shall be subject to approval by\n               --------------------                                           \nthe stockholders of the Company within twelve (12) months after the date the\nPlan is adopted. Such stockholder approval shall be obtained in the degree and\nmanner required under applicable state and federal law and any stock exchange\nrules.\n\n                                       8\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9539,9543],"class_list":["post-38417","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38417","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=38417"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38417"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38417"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38417"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}