{"id":39779,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-incentive-plan-worldcom-inc-mfs-communications-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-incentive-plan-worldcom-inc-mfs-communications-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/equity-incentive-plan-worldcom-inc-mfs-communications-corp.html","title":{"rendered":"Equity Incentive Plan &#8211; WorldCom Inc., MFS Communications Corp. and UUNET Technologies Inc."},"content":{"rendered":"<pre>                               WORLDCOM\/MFS\/UUNET\n                             EQUITY INCENTIVE 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\nSECTION 1.  PURPOSE; DEFINITIONS.\n\n         (a)     Purpose.  The purpose of the Plan is to provide selected\neligible employees of, and consultants to, the Company its subsidiaries and\naffiliates an opportunity to participate in the Company's future by offering\nthem an opportunity to acquire stock in the Company so as to retain, attract\nand motivate them.\n\n         (b)     Definitions.  For purposes of the Plan, the following terms\nhave the following meanings:\n\n                 (i)      'Award' means any award under the Plan, including any\nOption, Restricted Stock, Stock Purchase Right or Performance Share Award.\n\n                 (ii)     'Award Agreement' means, with respect to each Award,\nthe signed written agreement between the Company and the Plan participant\nsetting forth the terms and conditions of the Award.\n\n                 (iii)    'Board' means the Board of Directors of the Company.\n\n                 (iv)     'Code' means the Internal Revenue Code of 1986, as\namended from time to time, and any successor statute.\n\n                 (v)      'Commission' means the Securities and Exchange\nCommission and any successor agency.\n\n                 (vi)     'Committee' means the Committee referred to in\nSection 2, or the Board in its capacity as administrator of the Plan in\naccordance with Section 2.\n\n                 (vii)    'Company' means Worldcom, Inc., a Georgia\ncorporation.\n\n                 (viii)   'Disability' means permanent and total disability as\ndetermined by the Committee for purposes of the Plan.\n\n                 (ix)     'Disinterested Person' has the meaning set forth in\nRule 16b-3(c)(2)(i) under the Exchange Act, and any successor definition\nadopted by the Commission.\n\n                 (x)      'Exchange Act' means the Securities Exchange Act of\n1934, as amended from time to time, and any successor statute.\n\n                 (xi)     'Fair Market Value' means as of any given date (a) if\nthe Stock is listed on any established stock exchange or a national market\nsystem, the closing sales price for the Stock or the closing bid if no sales\nwere reported, as quoted on such system or exchange, as reported in the Wall\nStreet Journal; or (b) in the absence of an established market for the Stock,\nthe fair market value of the Stock as determined by the Committee in good\nfaith.\n\n                 (xii)    'Incentive Stock Option' means any Option intended to\nbe and designated as an 'incentive stock option' within the meaning of Section\n422 of the Code.\n\n                 (xiii)   'Nonqualified Stock Option' means any Option that is\nnot an Incentive Stock Option.\n\n                 (xiv)    'Option' means an option granted under Section 5.\n\n                 (xv)     'Performance Period' means the period determined by\nthe Committee under Section 8(a).\n\n                 (xvi)    'Performance Share' means the equivalent, as of any\ntime such assessment is made, of the Fair Market Value of one share of Stock.\n\n                 (xvii)   'Performance Share Award' means an Award under\nSection 8.\n\n                 (xviii)  'Plan' means this WorldCom\/MFS\/UUNET Equity Incentive\nPlan, as amended from time to time.\n\n                 (xix)    'Restricted Stock' means an Award of Stock subject to\nrestrictions, as more fully described in Section 6.\n\n                 (xx)     'Restriction Period' means the period determined by\nthe Committee under Section 6(b).\n\n                 (xxi)    'Rule 16b-3' means Rule 16b-3 under Section 16(b) of\nthe Exchange Act, as amended from time to time, and any successor rule.\n\n                 (xxii)   'Stock' means the Common Stock of the Company, and\nany successor security.\n\n                 (xxiii)  'Stock Purchase Right' means an Award granted under\nSection 7.\n\n                 (xxiv)   'Subsidiary' has the meaning set forth in Section 424\nof the Code.\n\n                 (xxv)    'Tax Date' means the date defined in Section 9(f).\n\n                 (xxvi)   'Termination' means, for purposes of the Plan, with\nrespect to a participant, that the participant has ceased to be, for any\nreason, employed by, or consulting to, the  Company, a subsidiary or an\naffiliate; provided, that for purposes of this definition, if so determined by\nthe President of the Company, in his sole discretion, Termination shall not\ninclude a change in status from an employee of, to a consultant to, the Company\nor any subsidiary or affiliate, or vice versa.\n\nSECTION 2.  ADMINISTRATION.\n\n         (a)     Committee.  The Plan shall be administered by the Board or,\nupon delegation by the Board, by a committee of the Board.  In connection with\nthe administration of the Plan, the Committee shall have the powers possessed\nby the Board.  The Committee may act only by a majority of its members, except\nthat the Committee may from time to time select another committee or one or\nmore other persons to be responsible for any matters for which\n\n\n\n                                     -2-\n\nDisinterested Persons are not required pursuant to Rule 16b-3.  The Board at\nany time may abolish the Committee and revest in the Board the administration\nof the Plan.\n\n         (b)     Authority.  The Committee shall grant Awards to eligible\nemployees and consultants.  In particular and without limitation, the\nCommittee, subject to the terms of the Plan, shall:\n\n                 (i)      select the officers, other key employees and\nconsultants to whom Awards may be granted;\n\n                 (ii)     determine whether and to what extent Awards are to be\ngranted under the Plan;\n\n                 (iii)    determine the number of shares to be covered by each\nAward granted under the Plan;\n\n                 (iv)     determine the terms and conditions of any Award\ngranted under the Plan and any related loans to be made by the Company, based\nupon factors determined by the Committee; and\n\n                 (v)      determine to what extent and under what circumstances\nany Award payments may be deferred by a participant.\n\n         (c)     Committee Determinations Binding.  The Committee may adopt,\nalter and repeal administrative rules, guidelines and practices governing the\nPlan as it from time to time shall deem advisable, may interpret the terms and\nprovisions of the Plan, any Award and any Award Agreement and may otherwise\nsupervise the administration of the Plan.  Any determination made by the\nCommittee pursuant to the provisions of the Plan with respect to any Award\nshall be made in its sole discretion at the time of the grant of the Award or,\nunless in contravention of any express term of the Plan or Award, at any later\ntime.  All decisions made by the  Committee under the Plan shall be binding on\nall persons, including the Company and Plan participants.\n\nSECTION 3.  STOCK SUBJECT TO PLAN.\n\n         (a)     Number of Shares.  The total number of shares of Stock\nreserved and available for issuance pursuant to (i) Awards under this Plan and\n(ii) grants under the Company's Stock Incentive Plan shall be 5,605,979 shares.\nSuch shares may consist, in whole or in part, of authorized and unissued shares\nor treasury shares or shares reacquired in private transactions or open market\npurchases, but all shares issued under the Plan and the Company's Stock\nIncentive Plan, regardless of source shall be counted against the 5,605,979-\nshare limitation.  If any Option terminates or expires without being exercised\nin full or if any shares of Stock subject to an Award are forfeited, or if an\nAward otherwise terminates without a payment being made to the participant in\nthe form of Stock, the shares issuable under such Option or Award shall again\nbe available for issuance in connection with Awards.  Any Award under this Plan\nshall be governed by the terms of the Plan and any applicable Award Agreement.\n\n         (b)     Adjustments.  In the event of any merger, reorganization,\nconsolidation, recapitalization, stock dividend, stock split or other change in\ncorporate structure affecting the Stock, such substitution or adjustments shall\nbe made in the aggregate number of shares of Stock reserved for issuance under\nthe Plan, in the number and exercise price of shares subject to outstanding\nOptions, and in the number of shares subject to other outstanding Awards, as\nmay be determined to be appropriate by the Committee, in its sole discretion;\nprovided, however, that the number of shares subject to any Award shall always\nbe a whole number.\n\nSECTION 4.  ELIGIBILITY.\n\n         Awards may be granted to officers and other key employees of, and\nconsultants to, the Company, its subsidiaries and affiliates (excluding members\nof the Committee and any person who serves only as a director).\n\n\n\n\n\n                                      -3-\n\nSECTION 5.  STOCK OPTIONS.\n\n         (a)     Types.  Any Option granted under the Plan shall be in such\nform as the Committee may from time to time approve.  The Committee shall have\nthe authority to grant to any participant Incentive Stock Options, Nonqualified\nStock Options or both types of Options.  Incentive Stock Options may be granted\nonly to employees of the Company, its parent (within the meaning of Section\n424(e) of the Code) or Subsidiaries.  Any portion of an Option that is not\ndesignated as, or does not qualify as, an Incentive Stock Option shall\nconstitute a Nonqualified Stock Option.\n\n         (b)     Terms and Conditions.  Options granted under the Plan shall be\nsubject to the following terms and conditions:\n\n                 (i)      Option Term.  The term of each Option shall be fixed\nby the Committee, but no Incentive Stock Option shall be exercisable more than\nten years after the date the Option is granted, and no Nonqualified Stock\nOption shall be exercisable more than 15 years after the date the Option is\ngranted.  If, at the time the Company grants an Incentive Stock Option, the\noptionee owns directly or by attribution stock possessing more than 10% of the\ntotal combined voting power of all classes of stock of the Company, or any\nparent or Subsidiary of the Company, the Incentive Stock Option shall not be\nexercisable more than five years after the date of grant.\n\n                 (ii)     Grant Date.  The Company may grant Options under the\nPlan at any time and from time to time before the Plan terminates.  The\nCommittee shall specify the date of grant or, if it fails to, the date of grant\nshall be the date of action taken by the Committee to grant the Option.\nHowever, if an Option is approved in anticipation of employment, the date of\ngrant shall be the date the intended optionee is first treated as an employee\nfor payroll purposes.\n\n                 (iii)    Exercise Price.  The exercise price per share of\nStock purchasable under an Option shall be equal to at least 85% of the Fair\nMarket Value on the date of grant, and in the case of Incentive Stock Options\nshall be equal to at least the Fair Market Value on the date of grant;\nprovided, however, that if, at the time the Company grants an Incentive Stock\nOption, the optionee owns directly or by attribution stock possessing more than\n10% of the total combined voting power of all classes of stock of the Company,\nor any parent or Subsidiary of the Company, then the exercise price shall be\nnot less than 110% of the Fair Market Value on the date the Incentive Stock\nOption is granted.\n\n                 (iv)     Exercisability.  Subject to the other provisions of\nthe Plan, an Option shall be exercisable in its entirety at grant or at such\ntimes and in such amounts as are specified in the Award Agreement evidencing\nthe Option.  The Committee, in its absolute discretion, at any time may waive\nany limitations respecting the time at which an Option first becomes\nexercisable in whole or in part.\n\n                 (v)      Method of Exercise; Payment.  To the extent the right\nto purchase shares has accrued, Options may be exercised, in whole or in part,\nfrom time to time, by written notice from the optionee to the Company stating\nthe number of shares being purchased, accompanied by payment of the exercise\nprice for the shares.\n\nSECTION 6.  RESTRICTED STOCK.\n\n         (a)     Price.  The Committee may grant to a participant Restricted\nStock.  The grantee shall pay no consideration therefor.\n\n         (b)     Restrictions.  Subject to the provisions of the Plan and the\nAward Agreement, during the Restriction Period set by the Committee, commencing\nwith, and not exceeding ten years from, the date of such Award, the participant\nshall not be permitted to sell, assign, transfer, pledge or otherwise encumber\nshares of Restricted Stock.  Within these limits, the Committee may provide for\nthe lapse of such restrictions in installments\n\n\n\n\n\n                                      -4-\n\nand may accelerate or waive such restrictions, in whole or in part, based on\nservice, performance or such other factors or criteria as the Committee may\ndetermine.\n\n         (c)     Dividends.  Unless otherwise determined by the Committee, with\nrespect to dividends on shares of Restricted Stock, dividends payable in cash\nshall be automatically reinvested in additional Restricted Stock, and dividends\npayable in Stock shall be paid in the form of Restricted Stock.\n\n         (d)     Termination.  Except to the extent otherwise provided in the\nAward Agreement and pursuant to Section 6(b), in the event of a Termination\nduring the Restriction Period, all shares still subject to restriction shall be\nforfeited by the participant.\n\nSECTION 7.  STOCK PURCHASE RIGHTS.\n\n         (a)     Price.  The Committee may grant Stock Purchase Rights which\nshall enable the recipients to purchase Stock at a price equal to not less than\n85% of its Fair Market Value on the date of grant.\n\n         (b)     Exercisability.  Stock Purchase Rights shall be exercisable\nfor a period determined by the Committee not exceeding 30 days from the date of\nthe grant.  The Committee, however, may provide that if required under Rule\n16b-3 Stock Purchase Rights granted to persons subject to Section 16(b) of the\nExchange Act shall not become exercisable until six months and one day after\nthe grant date and shall then be exercisable for ten trading days at the\npurchase price specified by the Committee in accordance with Section 7(a).\n\nSECTION 8.  PERFORMANCE SHARES.\n\n         (a)     Awards.  The Committee shall determine the nature, length and\nstarting date of the Performance Period for each Performance Share Award, which\nperiod shall be at least one year and not more than six years.  The\nconsideration payable by a participant with respect to a Performance Share\nAward shall be an amount determined by the Committee in the exercise of the\nCommittee's discretion at the time of the Award; provided, that the amount of\nconsideration may be zero and may in no event exceed 50% of the Fair Market\nValue at the time of grant.  The Committee shall determine the performance\nobjectives to be used in awarding Performance Shares and the extent to which\nsuch Performance Shares have been earned.  Performance Periods may overlap and\nparticipants may participate simultaneously with respect to Performance Share\nAwards that are subject to different Performance Periods and different\nperformance factors and criteria.  At the beginning of each Performance Period,\nthe Committee shall determine for each Performance Share Award subject to such\nPerformance Period the number of shares of Stock (which may consist of\nRestricted Stock) to be awarded to the participant at the end of the\nPerformance Period if and to the extent that the relevant measures of\nperformance for such Performance Share Award are met.  Such number of shares of\nStock may be fixed or may vary in accordance with such performance or other\ncriteria as may be determined by the Committee.  The Committee may provide that\n(i) amounts equivalent to interest at such rates as the Committee may\ndetermine, or (ii) amounts equivalent to dividends paid by the Company upon\noutstanding Stock shall be payable with respect to Performance Share Awards.\n\n         (b)     Termination.  Except as otherwise provided in the Award\nAgreement or determined by the Committee, in the event of a Termination during\na Performance Period, the participant shall not be entitled to any payment with\nrespect to the Performance Shares subject to the Performance Period.\n\n         (c)     Form of Payment.  Payment shall be made in the form of cash or\nwhole shares of Stock, as the Committee, in its discretion, shall determine.\n\nSECTION 9.  GENERAL PROVISIONS.\n\n         (a)     Award Grants.  Any Award may be granted either alone or in\naddition to other Awards granted under the Plan.  Subject to the terms and\nrestrictions set forth elsewhere in the Plan, the Committee shall determine\n\n\n\n\n\n                                      -5-\n\nthe consideration, if any, payable by the participant for any Award and, in\naddition to those set forth in the Plan, any other terms and conditions of the\nAwards.  The Committee may condition the grant or payment of any Award upon the\nattainment of specified performance goals or such other factors or criteria,\nincluding vesting based on continued employment or consulting, as the Committee\nshall determine.  Performance objectives may vary from participant to\nparticipant and among groups of participants and shall be based upon such\nCompany, subsidiary, group or division factors or criteria as the Committee may\ndeem appropriate, including, but not limited to, earnings per share or return\non equity.  The other provisions of Awards also need not be the same with\nrespect to each recipient.  Unless specified otherwise in the Plan or by the\nCommittee, the date of grant of an Award shall be the date of action by the\nCommittee to grant the Award.  The Committee may also substitute new Options\nfor previously granted Options, including previously granted Options having\nhigher exercise prices.\n\n         (b)     Award Agreement.  As soon as practicable after the date of an\nAward grant, the Company and the participant shall enter into a written Award\nAgreement identifying the date of grant, and specifying the terms and\nconditions of the Award.  Options are not exercisable until after execution of\nthe Award agreement by the Company and the Plan participant, but a delay in\nexecution of the agreement shall not affect the validity of the Option grant.\n\n         (c)     Certificates.  All certificates for shares of Stock or other\nsecurities delivered under the Plan shall be subject to such stock transfer\norders, legends and other restrictions as the Committee may deem advisable\nunder the rules, regulations and other requirements of the Commission, any\nmarket in which the Stock is then traded and any applicable federal, state or\nforeign securities law.\n\n         (d)     Termination.  Unless otherwise provided in the applicable\nAward Agreement or by the Committee, in the event of Termination for any reason\nother than death, retirement or Disability, Awards held at the date of\nTermination (and only to the extent then exercisable or payable, as the case\nmay be) may be exercised in whole or in part at any time within three months\nafter the date of Termination, or such lesser period specified in the Award\nAgreement (but in no event after the expiration date of the Award), but not\nthereafter.  If Termination is due to retirement or to death or Disability,\nAwards held at the date of Termination (and only to the extent then exercisable\nor payable, as the case may be) may be exercised in whole or in part by the\nparticipant in the case of retirement or Disability, by the participant's\nguardian or legal representative or by the person to whom the Award is\ntransferred by will or the laws of descent and distribution, at any time within\ntwo years from the date of Termination or any lesser period specified in the\nAward Agreement (but in no event after the expiration of the Award).\n\n         (e)     Delivery of Purchase Price.  If and only to the extent\nauthorized by the Committee, participants may make all or any portion of any\npayment due to the Company\n\n                 (i)      with respect to the consideration payable for an\nAward,\n\n                 (ii)     upon exercise of an Award, or\n\n                 (iii)    with respect to federal, state, local or foreign tax\npayable in connection with an Award,\n\nby delivery of (x) cash, (y) check, or (z) any property other than cash\n(including a promissory note of the participant or shares of Stock or\nsecurities) so long as, if applicable, such property constitutes valid\nconsideration for the Stock under, and otherwise complies with, applicable law.\nNo promissory note under the Plan shall have a term (including extensions) of\nmore than five years or shall be of a principal amount exceeding 90% of the\npurchase price paid by the borrower.\n\n         (f)     Tax Withholding.   Unless the Committee permits otherwise, the\nparticipant shall pay to the Company in cash, promptly when the amount of such\nobligations becomes determinable (the 'Tax Date'), all applicable federal,\nstate, local and foreign withholding taxes that the Committee in its discretion\ndetermines to result, (i) from the lapse of restrictions imposed upon an Award,\n(ii) upon exercise of an Award, or (iii) from a transfer\n\n\n\n\n\n                                      -6-\n\nor other disposition of shares acquired upon exercise or payment of an Award,\nor otherwise related to the Award or the shares acquired in connection with an\nAward.\n\n                 A participant who has received an Award or payment under an\nAward may, to the extent, if any, authorized by the Committee in its\ndiscretion, make an election to (x) deliver to the Company a promissory note of\nthe participant on the terms set forth in Section 9(e), or (y) tender any such\nsecurities to the Company to pay the amount of tax that the Committee in its\ndiscretion determines to be required to be withheld by the Company subject to\nthe following limitations:\n\n                 (i)      such election shall be irrevocable;\n\n                 (ii)     such election shall be subject to the disapproval of\nthe Committee;\n\n                 (iii)    in the case of participants subject to Section 16(b)\nof the Exchange Act, such tender may not be made within six months of the\nacquisition of the securities to be tendered to satisfy the tax withholding\nobligation (except that this limitation shall not apply in the event of death\nor Disability of such person before the six-month period expires); and\n\n                 (iv)     in the case of participants subject to Section 16(b)\nof the Exchange Act, such election must be made in any ten-day period beginning\non the third business day following the date of release for publication of\nquarterly or annual summary statements of sales and earnings.\n\nAny shares or other securities so withheld or tendered will be valued by the\nCommittee as of the date they are withheld or tendered; provided, however, that\nStock shall be valued at Fair Market Value on such date.  The value of the\nshares withheld or tendered may not exceed the required federal, state, local\nand foreign withholding tax obligations as computed by the Company.\n\n         (g)     No Transferability.  No Award shall be assignable or otherwise\ntransferable by the participant other than by will or by the laws of descent\nand distribution.  During the life of a participant, an Award shall be\nexercisable, and any elections with respect to an Award may be made, only by\nthe participant or participant's guardian or legal representative.\n\n         (h)     Adjustment of Awards; Waivers.  Subject to Section 5(b)(vi),\nthe Committee may adjust the performance goals and measurements applicable to\nAwards (i) to take into account changes in law and accounting and tax rules,\n(ii) to make such adjustments as the Committee deems necessary or appropriate\nto reflect the inclusion or exclusion of the impact of extraordinary or unusual\nitems, events or circumstances in order to avoid windfalls or hardships, and\n(iii) to make such adjustments as the Committee deems necessary or appropriate\nto reflect any material changes in business conditions.  In the event of\nhardship or other special circumstances of a participant and otherwise in its\ndiscretion, the Committee may waive in whole or in part any or all\nrestrictions, conditions, vesting, or forfeiture with respect to any Award\ngranted to such participant.\n\n         (i)     Non-Competition.  The Committee may condition its\ndiscretionary waiver of a forfeiture, the acceleration of vesting at the time\nof Termination of a participant holding any unexercised or unearned Award, the\nwaiver of restrictions on any Award, or the extension of the expiration period\nto a period not longer than that provided by the Plan upon such participant's\nagreement (and compliance with such agreement) (i) not to engage in any\nbusiness or activity competitive with any business or activity conducted by the\nCompany and (ii) to be available for consultations at the request of the\nCompany's management, all on such terms and conditions (including conditions in\naddition to (i) and (ii)) as the Committee may determine.\n\n         (j)     Dividends.  The reinvestment of dividends in additional Stock\nor Restricted Stock at the time of any dividend payment pursuant to Section\n6(c) shall only be permissible if sufficient shares of Stock are available\nunder Section 3 for such reinvestment (taking into account then outstanding\nAwards).\n\n\n\n\n\n                                      -7-\n\n         (k)     Regulatory Compliance.  Each Award under the Plan shall be\nsubject to the condition that, if at any time the Committee shall determine\nthat (i) the listing, registration or qualification of the shares of Stock upon\nany securities exchange or for trading in any securities market or under any\nstate or federal law, (ii) the consent or approval of any government or\nregulatory body or (iii) an agreement by the participant with respect thereto,\nis necessary or desirable, then such Award shall not be consummated in whole or\nin part unless such listing, registration, qualification, consent, approval or\nagreement shall have been effected or obtained free of any conditions not\nacceptable to the Committee.\n\n         (l)     Rights as Stockholder.  Unless the Plan or the Committee\nexpressly specifies otherwise, an optionee shall have no rights as a\nstockholder with respect to any shares covered by an Award until the stock\ncertificates representing the shares are actually delivered to the optionee.\nSubject to Sections 3(b) and 6(c), no adjustment shall be made for dividends or\nother rights for which  the record date is prior to the date the certificates\nare delivered.\n\n         (m)     Beneficiary Designation.  The Committee, in its discretion,\nmay establish procedures for a participant to designate a beneficiary to whom\nany amounts payable in the event of the participant's death are to be paid.\n\n         (n)     Additional Plans.  Nothing contained in the Plan shall prevent\nthe Company, a subsidiary or an affiliate from adopting other or additional\ncompensation arrangements for its employees and consultants.\n\n         (o)     No Employment Rights.  The adoption of the Plan shall not\nconfer upon any employee any right to continued employment nor shall it\ninterfere in any way with the right of the Company, a subsidiary or an\naffiliate to terminate the employment of any employee at any time.\n\n         (p)     Rule 16b-3.  Notwithstanding any provision of the Plan, the\nPlan shall always be administered, and Awards shall always be granted and\nexercised, in such a manner as to conform to the provisions of Rule 16b-3.\n\n         (q)     Governing Law.  The Plan and all Awards shall be governed by\nand construed in accordance with the laws of the State of Delaware.\n\n         (r)     Use of Proceeds.  All cash proceeds to the Company under the\nPlan shall constitute general funds of the Company.\n\n         (s)     Unfunded Status of Plan.  The Plan shall constitute an\n'unfunded' plan for incentive and deferred compensation.  The Committee may\nauthorize the creation of trusts or arrangements to meet the obligations\ncreated under the Plan to deliver Stock or make payments; provided, however,\nthat unless the Committee otherwise determines, the existence of such trusts or\nother arrangements shall be consistent with the 'unfunded' status of the Plan.\n\n         (t)     Assumption by Successor.  The obligations of the Company under\nthe Plan and under any outstanding Award may be assumed by any successor\ncorporation, which for purposes of the Plan shall be included within the\nmeaning of 'Company'.\n\n         (u)     Limitation on Award Grants to Certain Executive Officers.  The\nCompany may not grant Awards under the Plan for more than 500,000 shares to any\nexecutive officer whose compensation is required to be disclosed under Item 402\nof Regulation S-K.\n\nSECTION 10.  AMENDMENTS AND TERMINATION.\n\n         The Board may amend, alter or discontinue the Plan or any Award, but\nno amendment, alteration or discontinuance shall be made which would impair the\nrights of a participant under an outstanding Award without\n\n\n\n\n\n                                      -8-\n\nthe participant's consent.  In addition, to the  extent required for the Plan\nto comply with Rule 16b-3 or, with respect to provisions solely as they relate\nto Incentive Stock Options, to the extent required for the Plan to comply with\nSection 422 of the Code, the Board may not amend or alter the Plan without the\napproval of a majority of the voting power of the shares of the Company\nentitled to vote at a duly held stockholders' meeting or by an action by\nwritten consent and, if at a meeting, a quorum of the voting power of the\nCompany is represented in person or by proxy, where such amendment or\nalteration would:\n\n         (a)     except as expressly provided in the Plan, increase the total\nnumber of shares reserved for issuance pursuant to Awards under the Plan;\n\n         (b)     except as expressly provided in the Plan, change the minimum\nprice terms of Section 5(b)(iii);\n\n         (c)     change the class of employees and consultants eligible to\nparticipate in the Plan;\n\n         (d)     extend the maximum Option period under Section 5(b)(i); or\n\n         (e)     materially increase the benefits accruing to participants\nunder the Plan.\n\nSECTION 11.  EFFECTIVE DATE OF PLAN.\n\n         The Plan shall be effective on the date it is adopted by the Board but\nall Awards shall be conditioned upon approval of the Plan (a) at a duly held\nstockholders' meeting by the affirmative vote of the holders of a majority of\nthe voting power of the shares of the Company entitled to vote and represented\nin person or by proxy at the meeting, or (b) by an action by written consent of\nthe holders of a majority of the voting power of the shares of the Company\nentitled to vote.\n\nSECTION 12.  TERM OF PLAN.\n\n         No Award shall be granted on or after December 31, 2004, but Awards\ngranted prior to December 31, 2004 may extend beyond that date.\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":[9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9546],"class_list":["post-39779","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39779","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=39779"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39779"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39779"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39779"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}