{"id":38838,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-worldcom-inc-mfs-communications.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-worldcom-inc-mfs-communications","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-worldcom-inc-mfs-communications.html","title":{"rendered":"Employee Stock Purchase Plan &#8211; WorldCom Inc., MFS Communications Co. Inc. and UUNET Technologies Inc."},"content":{"rendered":"<pre>                               WORLDCOM\/MFS\/UUNET\n                          EMPLOYEE STOCK PURCHASE PLAN\n\n\nINTRODUCTION AND HISTORY OF PLAN\n\n         Effective August 12, 1996, MFS Communications Company, Inc. ('MFS')\nacquired UUNET Technologies, Inc., a Delaware corporation ('UUNET') through a\nmerger of a subsidiary of MFS with and into UUNET.  As a result of the merger,\nMFS assumed sponsorship of this Plan.  Effective December 31, 1996, MFS then\nmerged with and into WorldCom, Inc.  ('WorldCom') pursuant to a Merger\nAgreement.  As a result of the merger, WorldCom assumed sponsorship of the\nPlan, and the Plan was amended and restated to redesignate the Plan as\nsponsored by WorldCom effective December 31, 1996.  Under the terms of the\nMerger Agreement, rights to acquire stock of MFS outstanding under the Plan\nbefore December 31, 1996 were substituted with rights to acquire stock of\nWorldCom, as adjusted for the merger exchange ratio of 2.1 shares of stock of\nWorldCom for each outstanding share of MFS stock.  Except as adjusted for this\nexchange ratio, all rights of Participants under the Plan before December 31,\n1996 are preserved hereunder.  The amended and restated Plan is intended to\nchange the Plan as required as a result of the merger but is not otherwise\nintended to effect substantive amendments to the Plan beyond those required by\nthe merger.\n\n1.       Purpose\n\n         This, the WorldCom\/MFS\/UUNET Employee Stock Purchase Plan (the\n'Plan'), is designed to encourage and assist employees of WorldCom, a Georgia\ncorporation (the 'Company') to acquire an equity interest in the Company\nthrough the purchase of shares of Company common stock (the 'Common Stock').\n\n2.       Administration\n\n         The Plan shall be administered by the Board of Directors of the\nCompany (or a committee of 'disinterested' directors no fewer in number than\nrequired by Rule 16b-3 of the Securities and Exchange Commission ('Rule 16b-3')\nas in effect with respect to the Company from time to time, which in either\ncase is referred to as the 'Board') in accordance with Rule 16b-3. The Board\nmay from time to time select a committee or persons (the 'Administrator'), to\nbe responsible for any matters for which a 'disinterested administrator' is not\nrequired by Rule 16b-3. Subject to the express provisions of the Plan, to the\noverall supervision of the Board, and to the limitations of Section 423 of the\nInternal Revenue Code of 1986, as amended (the 'Code'), the Administrator may\nadminister and interpret the Plan in any manner it believes to be desirable,\nand any such interpretation shall be conclusive and binding on the Company and\nall participants.\n\n3.       Number of Shares\n\n         (a)     The total number of shares of Common Stock reserved and\navailable for issuance pursuant to this Plan shall be 525,000.  Such shares may\nconsist, in whole or in part, of authorized and unissued shares or treasury\nshares reacquired in private transactions or open market purchases, but all\nshares issued under this Plan shall be counted against the 250,000-share\nlimitation.\n\n         (b)     In the event of any reorganization, recapitalization, stock\nsplit, reverse stock split, stock dividend, combination of shares, merger,\nconsolidation, offering of rights, or other similar change in the capital\nstructure of the Company, the Board may make such adjustment, if any, as it\ndeems appropriate in the number, kind, and purchase price of the shares\navailable for purchase under the Plan and in the maximum number of shares\nsubject to any option under the Plan.\n\n4.       Eligibility Requirements\n\n         (a)     Each employee of the Company, except those described in the\nnext paragraph, shall become eligible to participate in the Plan in accordance\nwith Section 5 on the first Enrollment Date on or following commencement of his\nor her employment by the Company or following such period of employment as is\ndesignated by the Board from time to time.  Participation in the Plan is\nentirely voluntary.\n\n         (b)     The following employees are not eligible to participate in the\nPlan:\n\n                 (i)      employees who would, immediately upon enrollment in\nthe Plan, own directly or indirectly (including options or rights to acquire\nstock possessing) five percent or more of the total combined voting power or\nvalue of all classes of stock of the Company or any subsidiary of the Company;\nand\n\n                 (ii)     employees who are customarily employed by the Company\nless than 20 hours per week or less than five months in any calendar year.\n\n                 (iii)    'Employee' shall mean any individual who is an\nemployee of the Company or a Participating Subsidiary within the meaning of\nSection 3401(c) of the Code and the Treasury Regulations thereunder.\n'Subsidiary' shall mean any corporation described in Section 424(e) or (f) of\nthe Code. 'Participating Subsidiary' shall mean a subsidiary which has been\ndesignated by the Administrator as covered by the Plan.\n\n5.       Enrollment\n\n         Any eligible employee may enroll or re-enroll in the Plan each year as\nof the first trading day of (i) January (ii) the sixth month following such\nmonth, and (iii) each yearly anniversary of such months (e.g. any January and\nJuly) or such other days as may be established by the Board from time to time\n(the 'Enrollment Dates'); provided, that the first Enrollment Date shall in no\nevent be earlier than January 1, 1996. In order to enroll, an eligible employee\nmust complete, sign, and submit to the Company an enrollment form.  Any\nenrollment form received by the Company by the 15th day of the month preceding\nan Enrollment Date (or by the Enrollment Date in the case of employees hired\nafter such 15th day), or such other date established by the Administrator from\ntime to time, will be effective on that Enrollment Date.  For purposes of the\nPlan, a 'trading day' is any day on which regular trading occurs on any\nestablished stock exchange or market system on which the Common Stock is\ntraded.\n\n6.       Grant of Option on Enrollment\n\n         (a)     Enrollment or re-enrollment by a participant in the Plan on an\nEnrollment Date will constitute the grant by the Company to the participant of\nan option to purchase fully vested shares of Common Stock from the Company\nunder the Plan. Any participant whose option expires and who has not withdrawn\nfrom the Plan will automatically be re-enrolled in the Plan and granted a new\noption on the Enrollment Date immediately following the date on which the\noption expires.\n\n         (b)     Except as provided in Section 9, each option granted under the\nPlan shall have the following terms:\n\n                 (i)      each option granted under the Plan will have a term\nof not more than 24 months or such shorter option period as may be established\nby the Board from time to time; notwithstanding the foregoing, however, whether\nor not all shares have been purchased thereunder, the option will expire on the\nearlier to occur of (A) the completion of the purchase of shares on the last\nPurchase Date occurring within 24 months after the Enrollment Date for such\noption, or such shorter option period as may be established by the Board before\nan Enrollment Date for all options to be granted on such date or (B) the date\non which the employee's participation in the Plan terminates for any reason;\n\n\n\n                                     -2-\n\n                 (ii)     payment for shares purchased under the option will be\nmade only through payroll withholding in accordance with Section 7;\n\n                 (iii)    purchase of shares upon exercise of the option will\nbe effected only on the Purchase Dates established in accordance with Section\n8;\n\n                 (iv)     the price per share under the option will be\ndetermined as provided in Section 8;\n\n                 (v)      the number of shares available for purchase under an\noption will, unless otherwise established by the Board before an Enrollment\nDate for all options to be granted on such date, be determined by dividing\n$25,000 by the fair market value of a share of Common Stock on the Enrollment\nDate and by multiplying the result by the number of calendar years included in\nwhole or in part in the period from grant to expiration of the option;\n\n                 (vi)     the option (taken together with all other options\nthen outstanding under this and all other similar stock purchase plans of the\nCompany and any subsidiary of the Company, collectively 'Options') will in no\nevent give the participant the right to purchase shares at a rate per calendar\nyear which accrues in excess of $25,000 of fair market value of such shares, as\ndetermined at the applicable Enrollment Date; and\n\n                 (vii)    the option will in all respects be subject to the\nterms and conditions of the Plan, as interpreted by the Administrator from time\nto time.\n\n7.       Payroll and Tax Withholding: Use by Company\n\n         (a)     Each participant shall elect to have amounts withheld from his\nor her compensation paid by the Company during the option period, at a rate\nequal to any whole percentage up to a maximum of 10 percent, or such lesser\npercentage as the Board may establish from time to time before an Enrollment\nDate. Compensation includes regular salary payments, annual and quarterly\nperformance bonuses, hire-on bonuses, cash recognition awards, commissions,\novertime pay, shift premiums, and elective contributions by the participant to\nqualified employee benefit plans, but excludes all other payments including,\nwithout limitation, long-term disability or workers compensation payments, car\nallowances, employee referral bonuses, relocation payments, expense\nreimbursements (including but not limited to travel, entertainment, and moving\nexpenses), salary gross-up payments, and non-cash recognition awards. The\nparticipant shall designate a rate of withholding in his or her enrollment form\nand may elect to increase or decrease the rate of contribution effective as of\nany Enrollment Date, by delivery to the Company, not later than 15 days before\nsuch Enrollment Date, of a written notice indicating the revised withholding\nrate.\n\n         (b)     Payroll withholdings shall be credited to an account\nmaintained for purposes of the Plan on behalf of each participant, as soon as\nadministratively feasible after the withholding occurs. The Company shall be\nentitled to use the withholdings for any corporate purpose, shall have no\nobligation to pay interest on withholdings to any participant, and shall not be\nobligated to segregate withholdings.\n\n         (c)     Upon disposition of shares acquired by exercise of an option,\nthe participant shall pay, or make provision adequate to the Company for\npayment of, all federal, state, and other tax (and similar) withholdings that\nthe Company determines, in its discretion, are required due to the disposition,\nincluding any such withholding that the Company determines in its discretion is\nnecessary to allow the Company to claim tax deductions or other benefits in\nconnection with the disposition. A participant shall make such similar\nprovisions for payment that the Company determines, in its discretion, are\nrequired due to the exercise of an option, including such provisions as are\nnecessary to allow the Company to claim tax deductions or other benefits in\nconnection with the exercise of the option.\n\n\n\n\n\n                                      -3-\n\n8.       Purchase of Shares\n\n         (a)     On the last trading day of each month immediately preceding a\nmonth containing an Enrollment Date, or on such other days as may be\nestablished by the Board from time to time, prior to an Enrollment Date for all\noptions to be granted on an Enrollment Date (each a 'Purchase Date'), the\nCompany shall apply the funds then credited to each participant's payroll\nwithholdings account to the purchase of whole shares of Common Stock. The cost\nto the participant for the shares purchased under any option shall be not less\nthan 85 percent of the lower of:\n\n                 (i)      the fair market value of the Common Stock on the\nEnrollment Date for such option; or\n\n                 (ii)     the fair market value of the Common Stock on that \nPurchase Date.\n\nThe 'fair market value' of the Common Stock on a date shall be the closing\nprice of the Common Stock on such date on any established stock exchange or\nmarket system if the Common Stock is traded on such an exchange or market\nsystem (and the largest such exchange or market system if the Common Stock is\ntraded on more than one), if the Common Stock is not so traded then the mean\nbetween the bid and asked prices for Common Stock on such date as quoted on\nNASDAQ Stock Market or reported in The Wall Street Journal or similar\npublication if such prices are so quoted or reported, or the fair market value\non such date as determined by the Administrator if shares of Common Stock are\nnot so traded, quoted, or reported.\n\n         (b)     Any funds in an amount less than the cost of one share of\nCommon Stock left in a participant's payroll withholdings account on a Purchase\nDate shall be carried forward in such account for application on the next\nPurchase Date, and any additional amount shall be distributed to the\nparticipant.\n\n         (c)     If at any Purchase Date, the shares available under the Plan\nare less than the number all participants would otherwise be entitled to\npurchase on such date, purchases shall be reduced proportionately to eliminate\nthe deficit. Any funds that cannot be applied to the purchase of shares due to\nsuch a reduction shall be refunded to participants as soon as administratively\nfeasible.\n\n9.       Withdrawal from the Plan\n\n         A participant may withdraw from the Plan in full (but not in part) at\nany time, effective after written notice thereof is received by the Company.\nAll funds credited to a participant's payroll withholdings account shall be\ndistributed to him or her without interest within 60 days after notice of\nwithdrawal is received by the Company. Any eligible employee who has withdrawn\nfrom the Plan may enroll in the Plan again on any subsequent Enrollment Date in\naccordance with the provisions of Section 5.\n\n10.      Termination of Employment\n\n         Participation in the Plan terminates immediately when a participant\nceases to be employed by the Company for any reason whatsoever (including death\nor disability) or otherwise becomes ineligible to participate in the Plan. As\nsoon as administratively feasible after termination, the Company shall pay to\nthe participant or his or her beneficiary or legal representative, all amounts\ncredited to the participant's payroll withholdings account; provided, however,\nthat if a participant ceases to be employed by the Company because of the\ncommencement of employment with a Subsidiary of the Company that is not a\nParticipating Subsidiary, funds then credited to such participant's payroll\nwithholdings account shall be applied to the purchase of .whole shares of\nCommon Stock at the next Purchase Date, and any funds remaining after such\npurchase shall be paid to the participant.\n\n\n\n\n\n                                      -4-\n\n11.      Designation of Beneficiary\n\n         (a)     Each participant may designate one or more beneficiaries in\nthe event of death and may, in his or her sole discretion, change such\ndesignation at any time. Any such designation shall be effective upon receipt\nin written form by the Company and shall control over any disposition by will\nor otherwise.\n\n         (b)     As soon as administratively feasible after the death of a\nparticipant, amounts credited to his or her account shall be paid in cash to\nthe designated beneficiaries or, in the absence of a designation, to the\nexecutor, administrator, or other legal representative of the participant's\nestate. Such payment shall relieve the Company of further liability with\nrespect to the Plan on account of the deceased participant. If more than one\nbeneficiary is designated, each beneficiary shall receive an equal portion of\nthe account unless the participant has given express contrary written\ninstructions.\n\n12.      Assignment\n\n         (a)     The rights of a participant under the Plan shall not be\nassignable by such participant, by operation of law or otherwise. No\nparticipant may create a lien on any funds, securities, rights, or other\nproperty held by the Company for the account of the participant under the Plan,\nexcept to the extent that there has been a designation of beneficiaries in\naccordance with the Plan, and except to the extent permitted by the laws of\ndescent and distribution if beneficiaries have not been designated.\n\n         (b)     A participant's right to purchase shares under the Plan shall\nbe exercisable only during the participant's lifetime and only by him or her,\nexcept that a participant may direct the Company in the enrollment form to\nissue share certificates to the participant and his or her spouse in community\nproperty, to the participant jointly with one or more other persons with right\nof survivorship, or to certain forms of trusts approved by the Administrator.\n\n13.      Administrative Assistance\n\n         If the Administrator in its discretion so elects, it may retain a\nbrokerage firm, bank, or other financial institution to assist in the purchase\nof shares, delivery of reports, or other administrative aspects of the Plan. If\nthe Administrator so elects, each participant shall be deemed upon enrollment\nin the Plan to have authorized the establishment of an account on his or her\nbehalf at such institution. Shares purchased by a participant under the Plan\nshall be held in the account in the name in which the share certificate would\notherwise be issued pursuant to Section 13(b).\n\n14.      Costs\n\n         All costs and expenses incurred in administering the Plan shall be\npaid by the Company, except that any stamp duties or transfer taxes applicable\nto participation in the Plan may be charged to the account of such participant\nby the Company. Any brokerage fees for the purchase of shares by a participant\nshall be paid by the Company, but brokerage fees for the resale of shares by a\nparticipant shall be borne by the participant.\n\n15.      Equal Rights and Privileges\n\n         All eligible employees shall have equal rights and privileges with\nrespect to the Plan so that the Plan qualifies as an 'employee stock purchase\nplan' within the meaning of Section 423 of the Code and the related Treasury\nRegulations. Any provision of the Plan which is inconsistent with Section 423\nof the Code shall without further act or amendment by the Company or the Board\nbe reformed to comply with the requirements of Section 423. This Section 16\nshall take precedence over all other provisions of the Plan.\n\n\n\n\n\n                                      -5-\n\n16.      Applicable Law\n\n         The Plan shall be governed by the substantive laws (excluding the\nconflict of laws rules) of the State of Delaware.\n\n17.      Modification and Termination\n\n         (a)     The Board may amend, alter, or terminate the Plan at any time,\nincluding amendments to outstanding options. No amendment shall be effective\nunless within 12 months after it is adopted by the Board, it is approved by the\nholders of a majority of the votes cast at a duly held stockholders' meeting at\nwhich a quorum of the voting power of the Company is represented in person or\nby proxy, if such amendment would:\n\n                 (i)      increase the number of shares reserved for purchase\nunder the Plan; or\n\n (ii)     require stockholder approval in order to comply with SEC Rule 16b-3.\n\n         (b)     In the event the Plan is terminated, the Board may elect to\nterminate all outstanding options either immediately or upon completion of the\npurchase of shares on the next Purchase Date, or may elect to permit options to\nexpire in accordance with their terms (and participation to continue through\nsuch expiration dates). If the options are terminated prior to expiration, all\nfunds contributed to the Plan that have not been used to purchase shares shall\nbe returned to the participants as soon as administratively feasible.\n\n         (c)     In the event of the sale of all or substantially all of the\nassets of the Company or the Company, or the merger of the Company or the\nCompany with or into another corporation, or the dissolution or liquidation of\nthe Company, a Purchase Date shall occur on the trading day immediately\npreceding the date of such event, unless otherwise provided by the Board in its\nsole discretion, including provision for the assumption or substitution of each\noption under the Plan by the successor or surviving corporation, or a parent or\nsubsidiary thereof.\n\n18.      Rights as an Employee\n\n         Nothing in the Plan shall be construed to give any person the right to\nremain in the employ of the Company or to affect the Company's right to\nterminate the employment of any person at any time with or without cause.\n\n19.      Rights as a Stockholder; Delivery of Certificates\n\n         Unless otherwise determined by the Board, certificates evidencing\nshares purchased on any Purchase Date shall be delivered to participants as\nsoon as administratively feasible. Participants shall be treated as the owners\nof their shares effective as of the Purchase Date.\n\n\n\n\n\n                                      -6-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9545],"class_list":["post-38838","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\/38838","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=38838"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38838"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38838"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38838"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}