{"id":40020,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-stock-plan-worldcom-inc-mfs-communications-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-stock-plan-worldcom-inc-mfs-communications-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-stock-plan-worldcom-inc-mfs-communications-corp.html","title":{"rendered":"Incentive Stock Plan &#8211; WorldCom Inc., MFS Communications Corp. and UUNET Technologies Inc."},"content":{"rendered":"<pre>                    WORLDCOM\/MFS\/UUNET INCENTIVE STOCK PLAN\n\n                 (AMENDED AND RESTATED AS OF DECEMBER 31, 1996)\n\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 OF THE PLAN.\n\n       The purposes of this Plan are to attract and retain the best available\npersonnel, to provide additional incentives to the Employees of the Company and\nto promote the success of the Company's business.\n\n       Options granted hereunder may be either Incentive Stock Options or\nNonstatutory Stock Options, at the discretion of the Committee and as reflected\nin the terms of the written option agreement.  The Committee also has the\ndiscretion to grant Stock Purchase Rights.\n\n2.     DEFINITIONS.\n\n       As used herein, the following definitions shall apply:\n\n       (a)    'Board' shall mean the Board of Directors of the Company.\n\n       (b)    'Code' shall mean the Internal Revenue Code of 1986, as amended.\n\n       (c)    'Committee' shall mean the Committee appointed by the Board in\naccordance with Section 4(a) of the Plan.\n\n       (d)    'Common Stock' shall mean the Common Stock of the Company, par\nvalue $0.01 per share.\n\n       (e)    'Company' shall mean WorldCom, Inc., a Georgia corporation, or\nany successor thereto.\n\n       (f)     'Consultant' shall mean any person who is engaged by the\nCompany or any Parent or Subsidiary to render consulting services and is\ncompensated for such consulting services, and any director of the Company\nwhether compensated for such services or not; provided that if an in the event\nthe Company registers any class of any equity security pursuant to Section 12\nof the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), the\nterm Consultant shall thereafter not include directors who are not compensated\nfor their services or are paid only a director's fee by the Company.\n\n       (g)     'Continuous Status as an Employee or Consultant' shall mean\nthe absence of any interruption or termination of service as an Employee or\nConsultant, as applicable. Continuous Status as an Employee or Consultant\n\nshall not be considered interrupted in the case of sick leave, military leave,\nor any other leave of absence approved by the Committee; provided that such\nleave is for a period of not more than 90 days or reemployment upon the\nexpiration of such leave is guaranteed by contract or statute.\n\n       (h)     'Employee' shall mean any person, including officers and\ndirectors, employed by the Company or any Parent or Subsidiary of the Company.\nThe payment of a director's fee by the Company shall not be sufficient to\nconstitute 'employment 'by the Company.\n\n       (i)     'Executive Officer' shall have the meaning set forth in Rule\n3b-7 (or any successor rule) under the Exchange Act.\n\n       (j)     'Incentive Stock Option' shall mean an Option intended to\nqualify as an incentive stock option within the meaning of Section 422 of the\nCode.\n\n       (k)     'Merger Agreement' means the Amended and Restated Agreement\nand Plan of Merger dated as of August 25, 1996 by and between the Company, HIJ\nCorp., a wholly-owned subsidiary of the Company ('HIJ'), and MFS, whereby HIJ\nmerged with and into MFS.\n\n       (k)     'Nonstatutory Stock Option' shall mean an Option not intended\nto qualify as an Incentive Stock Option.\n\n       (l)     'Option' shall mean a stock option granted pursuant to the\nPlan.\n\n       (m)     'Optioned Stock' shall mean the Common Stock subject to an\nOption.\n\n       (n)     'Optionee' shall mean an Employee or Consultant who receives\nan Option.\n\n       (o)     'Parent'  shall mean a 'parent corporation,' whether now or\nhereafter existing, as defined in Section 424(e).\n\n       (p)     'Plan' shall mean this WorldCom\/MFS\/UUNET Incentive Stock\nPlan, as amended from time to time.\n\n       (q)     'Purchaser' shall mean an Employee or Consultant who exercises\na Stock Purchase Right.\n\n       (r)     'Share' shall mean a share of the Common Stock, as adjusted in\naccordance with Section 11 of the Plan.\n\n       (s)     'Stock Purchase Right' shall mean a right to purchase Common\nStock pursuant to the Plan or the right to receive a bonus of Common Stock for\npast services.\n\n       (t)     'Subsidiary' shall mean a 'subsidiary corporate,' whether now\nor hereafter existing, as defined in Section 424 (f) of the Code.\n\n3.     STOCK SUBJECT TO THE PLAN.\n\n       Subject to the provisions of Section 11 of the Plan, the maximum\naggregate number of shares under the Plan is 7,743,750 shares of Common Stock.\nThe Shares may be authorized, but unissued, or reacquired Common Stock.\n\n       If an Option or Stock Purchase Right should expire or become\nunexercisable for any reason without having been exercised in full, then the\nunpurchased Shares which were subject thereto shall, unless the Plan shall have\nbeen terminated, become available for future grant or sale under the Plan.\nNotwithstanding any other provision of the Plan,\n\n\n\n\n\n                                      -2-\n\nshares issued under the Plan and later repurchased by the Company shall not\nbecome available for future grant or sale under the Plan.\n\n4.     ADMINISTRATION OF THE PLAN.\n\n       (a)    Procedure.  The Plan shall be administered by a Committee\nappointed by the Board consisting of not fewer than two members of the Board\nwho are 'outside' directors within the meaning of Section 162(m) (or any\nsuccessor section) of the Code to administer the Plan on behalf of the Board,\nsubject to such terms and conditions as the Board may prescribe.  Once\nappointed, the Committee shall continue to serve until otherwise directed by\nthe Board.  Members of the Board who are either eligible for Options and\/or\nStock Purchase Rights or have been granted Options and\/or Stock Purchase Rights\nmay vote on any matters affecting the administration of the Plan or the grant\nof any Options and\/or Stock Purchase Rights pursuant to the Plan, except that\nno such member shall act upon the granting of an Option and\/or Stock Purchase\nRight to such member.  Notwithstanding the foregoing, if and in any event the\nCompany registers any class of any equity security pursuant to Section 12 of\nthe Exchange Act, from the effective date of such registration this Plan shall\nbe administered in accordance with the disinterested administration\nrequirements of Rule 16b-3 promulgated by the Securities and Exchange\nCommission (such rule, including any successor rule, shall be referred to as\n'Rule 16b-3'), or any successor rule thereto.  Subject to the foregoing, from\ntime to time Board may increase the size of the Committee and appoint\nadditional members thereof, remove members (with or without cause) and appoint\nnew members in substitution therefore, and fill vacancies however caused.\n\n       (b)    Powers of the Committee.  Subject to the provisions of the\nPlan, the Committee shall have the authority, in its discretion: (i) to grant\nIncentive Stock Options.  Nonstatutory Stock Options or Stock Purchase Rights;\n(ii) to determine, upon review of relevant information and in accordance with\nSection 7 of the Plan, the fair market value of the Common Stock; (iii) to\ndetermine the exercise price per share of Options or Stock Purchase Rights, to\nbe granted, which exercise price shall be determined in accordance with Section\n7 of the Plan; (iv) to determine the Employees or Consultants to whom, and the\ntime or times at which, Options or Stock Purchase Rights shall be granted and\nthe number of shares to be represented by each Option or Stock Purchase Right;\nprovided, that no Executive Officer of the Company shall be granted Options or\nStock Purchase Rights for more than an aggregate of 1,500,000 shares under the\nPlan; (v) to interpret the Plan; (vi) to prescribe, amend and rescind rules and\nregulations relating to the Plan; (vii) to determine the terms and provisions\nof each Option and Stock Purchase Right granted (which need not be identical)\nand, with the consent of the holder thereof, modify or amend any provisions\n(including provisions relating to exercise price) of any Option or Stock\nPurchase Right; (viii) to accelerate or defer (with the consent of the\nOptionee) the exercise date of any Option, consistent with the provisions of\nSection 5 of the Plan; (ix) to authorize any person to execute on behalf of the\nCompany any instrument required to effectuate the grant of an Option or Stock\nPurchase Right previously granted by the Committee; and (x) to make all other\ndeterminations deemed necessary or advisable for the administration of the\nPlan.\n\n       (c)     Effect of Committee's Decision.  All decisions, determinations\nand interpretations of the Committee shall be final and binding on all\nOptionees, Purchasers and any other holders of any Options or Stock Purchase\nRights granted under the Plan.\n\n5.     ELIGIBILITY.\n\n       (a)     Options and Stock Purchase Rights.  Options and Stock Purchase\nRights may be granted to Employees and Consultants, provided that Incentive\nStock Options may only be granted to Employees.  An Employee or Consultant who\nhas been granted an Option or Stock Purchase Right may, if such Employee or\nConsultant is otherwise eligible, be granted additional Option(s) or Stock\nPurchase Rights(s).\n\n       (b)     Incentive Stock Option or Nonstatutory Stock Option.  Each\nOption shall be designated in the written option agreement as either an\nIncentive Stock Option or a Nonstatutory Stock Option.  However,\nnotwithstanding such designations, to the extent that the aggregate fair market\nvalue of the Shares with respect to which Options designated\n\n\n\n\n\n                                      -3-\n\nas Incentive Stock Options are exercisable for the first time by any Optionee\nduring any calendar year (under all plans for the Company) exceeds $100,000,\nsuch Options shall be treated as Nonstatutory Stock Options.\n\n       (c)     Section  5 (b).  For purposes of Section 5(b), Options shall\nbe taken into account in the order in which they were granted, and the fair\nmarket value of the Shares shall be determined as of the time the Option with\nrespect to such Shares is granted.\n\n       (d)     Employment Relationship.  The Plan shall not confer upon any\nOptionee or holder of a Stock Purchase Right any right with respect to\ncontinuation of employment by or the rendition of consulting services to the\nCompany, no shall it interfere in any way with his or her right or the\nCompany's right to terminate his or her employment or services at any time,\nwith or without cause.\n\n6.     TERM OF PLAN.\n\n       The Plan shall become effective upon the earlier to occur of its\nadoption by the Board or its approval by vote of the holders of the majority of\nthe outstanding shares of the Company entitled to vote on the adoption of the\nPlan.  It shall continue to effect for a term of ten (10) years unless sooner\nterminated under Section 13 of the Plan.\n\n7.     EXERCISE PRICE AND CONSIDERATION.\n\n       (a)     The per Share exercise price for the Shares to be issued\npursuant to exercise of an Option or Stock Purchase Right shall be such price\nas is determined by the Committee, but shall be subject to the following:\n\n               (i)      In the case of an Incentive Stock Option:\n\n                        (A)     granted to an Employee who, at the time of\nthe grant of such Incentive Stock Option, owns stock representing more than ten\npercent (10%) of the voting power of all classes of stock of the Company or any\nParent or Subsidiary, the per Share exercise price shall be no less than 110%\nof the fair market value per Share on the date of grant.\n\n                        (B)     granted to any Employee, the per Share\nexercise price shall be no less than 100% of the fair market value per Share on\nthe date of grant.\n\n               (ii)     In the case of a Nonstatutory Stock Option or a Stock\nPurchase Right:\n\n                        (A)     granted to a person who, at the time of the\ngrant of such Option, owns stock representing more than ten (10%) of the voting\npower of all classes of stock of the Company or any Parent or Subsidiary, the\nper Share exercise price shall be no less than 110% of the fair market value\nper Share on the date of the grant.\n\n                        (B)     granted to any person, the per  Share\nexercise price shall be no less than 85% of the fair market value per Share on\nthe date of grant; provided, that if granted to an Executive Officer, the\nexercise price shall be no less than 100% of the fair market value per Share on\nthe date of grant.\n\n       (b)     For purposes of the Plan, the value of Common Stock of the\nCompany shall be determined as follows:\n\n               (1)      If the stock of the Company is listed on any\nestablished stock exchange or a national market system, including without\nlimitation of the National Market System of the National Association of\nSecurities Dealers, Inc. Automated Quotation System, its fair market value\nshall be the closing sales price  for such stock or the closing bid if no sales\nwere reported, as quoted on such system  or exchange (or the largest such\nexchange) for the date the\n\n\n\n\n\n                                      -4-\n\nvalue is to be determined (or if there are no sales for such date, then for the\nlast preceding business day on which there were sales), as reported in the Wall\nStreet Journal or similar publication.\n\n               (ii)     If the stock of the Company is regularly quoted by a\nrecognized securities dealer but selling prices are not reported, its fair\nmarket value shall be the mean between the high bid and low asked prices for\nthe stock on the date value is to be determined (or if there are no quoted\nprices for the date of grant, then for the last preceding business day on which\nthere were quoted prices).\n\n               (iii)    In the absence of an established market for the\nstock, the fair market value thereof shall be determined in  good faith by the\nCommittee, with reference to the Company's net worth, prospective earning\npower, dividend-paying capacity, and  other relevant factors, including the\ngoodwill of  the Company, the economic outlook in the Company's industry, the\nCompany's  position in the industry and its management, and the values of stock\nof other corporations in the same or a similar line of business.\n\n       (c)     The consideration to be paid for the Shares to be issued upon\nexercise of an Option or Stock Purchase Right, including the method of payment,\nshall be determined by the Committee and may consist entirely of cash, check,\npromissory note, other Shares of Common Stock which (i) either have been owned\nby the Optionee for more than six (6) months on the date of surrender or were\nnot acquired directly or indirectly, from the Company, and (ii) have a fair\nmarket value on the date of surrender equal to the aggregate exercise price of\nthe Shares as to which said Option shall be exercised, or any combination of\nsuch methods of payment, or such other consideration and method of payment for\nthe issuance of Shares to the extent permitted under applicable law.\n\n8.     OPTIONS.\n\n       (a)     Term of Option.  The term of each Option shall be ten (10)\nyears from the date of grant thereof or such shorter term as may be provided in\nthe Incentive Stock Option Agreement.  However, in the case of an Option\ngranted to an Optionee who, at the time the Option is granted, owns stock\nrepresenting more than ten percent (10%) of the voting power of all classes of\nstock of the Company or any Parent or Subsidiary, the term of the Option shall\nbe five (5) years from the date of grant thereof or such shorter time as may be\nprovided in the Stock Option Agreement.\n\n       (b)     Exercise of Option.\n\n               (i)      Procedure for Exercise; Rights as a Stockholder.  Any\noption granted hereunder shall be exercisable at such times and under such\nconditions as determined by the Committee, including performance criteria with\nrespect to the Company and\/or the Optionee, and as shall be permissible under\nthe terms of the Plan.\n\n                        (A)     An Option may not be exercised for a fraction\nof a Share.\n\n                        (B)     An Option shall be deemed to be exercised\nwhen written notice of such exercise has been given  to the Company in\naccordance with the terms of the Option by the person entitled to exercise the\nOption and full payment for the Shares with respect to which the Option is\nexercised has been received by the Company.  Full payment may, as authorized by\nthe Committee, consist of any consideration and method of payment allowable\nunder 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\nOption.  The Company shall issue (or cause to be issued) such stock certificate\npromptly upon exercise of the Option.  In the event that the exercise of an\nOption is treated in part as the exercise of an Incentive Stock Option and in\npart as the exercise of a Nonstatutory Stock Option pursuant to Section 5(b),\nthe Company shall issue a separate stock certificate evidencing the Shares\ntreated as acquired upon exercise of an Incentive Stock Option and a separate\nstock certificate evidencing the Shares treated as acquired upon exercise of a\nNonstatutory Stock Option and shall identify each such certificate accordingly\nin its stock transfer records.  No adjustment will be made for a dividend\n\n\n\n\n\n                                      -5-\n\nor other right for which the record date is prior to the date the stock\ncertificate is issued, except as provided in Section 11 of the Plan.\n\n                        (C)     Exercise of an Option in any manner shall\nresult in a decrease in the number of Shares which thereafter may be available,\nboth for purposes of the Plan and for sale under the Option, by the number of\nShares as to which the Option is exercised.\n\n               (ii)     Termination of Status as an Employee or Consultant.\nIn the event of termination of an Optionee's Continuous Status as an Employee\nor Consultant (as the case may be), such Optionee may, but only within thirty\n(30) days (or such other period of time not exceeding three (3) months in the\ncase of an Incentive Stock Option of six (6) months in the case of a\nNonstatutory Stock Option, as is determined by the Committee, with such\ndetermination in the case of an Incentive Stock Option being made at the time\nof grant of the Option) after the date of such termination (but in no event\nlater than the date of expiration of the term of such Option as set forth in\nthe Option Agreement) exercise the Option to the extent that such Employee or\nConsultant was entitled to exercise it at the date of such termination.  To the\nextent that such Employee or Consultant was not entitled to exercise the Option\nat the date of such termination, or if such Employee or Consultant does not\nexercise such Option (which such Employee or Consultant was entitled to\nexercise) within the time specified herein, the Option shall terminate.\n\n               (iii)    Disability of Optionee.  Notwithstanding the\nprovisions of Section 8(b) (ii) above, in the event of termination of an\nOptionee's Continuous Status as an Employee or Consultant as a result of such\nEmployee's or Consultant's total and permanent disability (as defined in\nSection 22(e)(3) of the Code), such Employee or Consultant may, but only within\nsix (6) months (or such other period of time not exceeding twelve (12) months\nas is determined by the Committee, with such determination in the case of an\nIncentive Stock Option being made at the time of grant of the Option) from the\ndate of such termination (but in no event later than the date of expiration of\nthe term of such Option as set forth in the Option Agreement), exercise the\nOption to the extent such Employee or Consultant was entitled to exercise it at\nthe date of such termination. To the extent that such Employee or Consultant\nwas not entitled to exercise the Option at the date of termination, or if such\nEmployee or Consultant does not exercise such Option (which such Employee or\nConsultant was entitled to exercise) within the time specified herein, the\nOption shall terminate.\n\n               (iv)     Death of Optionee.  In the event of the death of an\nOptionee:\n\n                        (A)     during the term of the Option who is at the\ntime of his or her death an Employee or Consultant of the Company and who shall\nhave been in Continuous Status as an Employee or Consultant since the date of\ngrant of the Option, the Option may be exercised, at any time within six (6)\nmonths (but  in no event later than the date o of expiration of the term of\nsuch Option as set forth in the Option Agreement), by Optionee's estate or by a\nperson who acquired the right to exercise the Option by bequest or inheritance,\nbut only to the extent of the right  to exercise that would have accrued had\nthe Optionee continued living and remained in Continuous Status as an Employee\nor Consultant six (6) months (or such other period of time as is determined by\nthe Committee at the time of grant of the Option) after the date of death; or\n\n                        (B)     within thirty (30) days (or such other period\nof time not exceeding three (3) months as is determined by the Committee, with\nsuch determination in the case of an Incentive Stock Option being made at the\ntime of grant of the Option) after the termination of Continuous Status as an\nEmployee or Consultant, the Option may be exercised, at any time within six (6)\nmonths (or such other period of time as is determined by the Committee at the\ntime of grant of the Option) following the date of death (but in no event later\nthan the date of expiration of the term of such Option as set forth in the\nOption Agreement), by the Optionee's estate or by a person who acquired the\nright to exercise the Option by bequest or inheritance, but only to the extent\nof the right to exercise that had accrued at the date of termination.\n\n\n\n\n\n                                      -6-\n\n9.     STOCK PURCHASE RIGHTS.\n\n       (a)     Rights to Purchase.  After the Committee determines that it\nwill offer an Employee or Consultant  a Stock Purchase Right, it shall deliver\nto the offeree a stock purchase agreement or stock bonus agreement, as the case\nmay be, setting forth the terms, conditions and restrictions relating to the\noffer, including the number of Shares which such person shall be entitled to\npurchase, and the time within which such person must  accept such offer, which\nshall in no event exceed six (6) months from the date upon which the Committee\nmade the determination to grant the Stock Purchase Right.  The offer shall be\naccepted by execution of a stock purchase agreement or stock bonus agreement in\nthe form determined by the Committee.\n\n       (b)     Issuance of Shares.  Forthwith after payment therefor, the\nShares purchased shall be duly issued; provided, however, that the Committee\nmay require that the Purchaser make adequate provision for any Federal and\nState withholding obligations of the Company as a condition to the Purchaser\npurchasing such Shares.\n\n       (c)     Repurchase Option.  Unless the Committee determines otherwise,\nthe stock purchase agreement or stock bonus agreement shall grant the Company a\nrepurchase option exercisable upon the voluntary or involuntary termination of\nthe Purchaser's employment with the Company for any reason (including death or\ndisability).  If the Committee so determines, the purchase price for shares\nrepurchased may be paid by cancellation of any indebtedness of the Purchaser to\nthe Company.  The repurchase option shall lapse at such rate as the Committee\nmay determine.\n\n       (d)     Other Provisions.  The stock purchase agreement or stock bonus\nagreement shall contain such other terms, provisions and conditions not\ninconsistent with the Plan as may be determined by the Committee.\n\n10.    NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.\n\n       The Options and Stock Purchase Rights may not be sold, pledged,\nassigned, hypothecated, transferred, or disposed of in any manor other than by\nwill or by the laws of descent or distribution and may be exercised, during the\nlifetime of the Optionee or Purchaser, only by the Optionee or Purchaser.\n\n11.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.\n\n       Subject to any required action by the stockholders of the Company, the\nnumber of shares of Common Stock covered by each outstanding Option and Stock\nPurchase Right, and the number of shares of Common Stock which have been\nauthorized for issuance under the Plan but as to which no Options or Stock\nPurchase Rights have yet been granted or which have been returned to the Plan\nupon cancellation or expiration of an Option or Stock Purchase Right, or\nrepurchase of Shares from a Purchaser upon termination of employment, as well\nas the price per share of Common Stock covered by each such outstanding Option\nor Stock Purchase Right, shall be proportionately adjusted for any increase or\ndecrease in the number of issued shares of Common Stock resulting from a stock\nsplit, reverse stock split, stock dividend, combination or reclassification of\nthe Common Stock of the Company or the payment of a stock dividend with respect\nto the Common Stock or any other increase or decrease in the number of issued\nshares of Common Stock effected without receipt of consideration by the\nCompany; provided, however, that conversion of any convertible securities of\nthe Company shall not be deemed to have been 'effected without receipt of\nconsideration.'  Such adjustment shall be made by the Committee, whose\ndetermination in that respect shall be final, binding and conclusive.  Except\nas expressly provided herein, no issuance by the Company of shares of stock of\nany class, or securities convertible into shares of stock of any class, shall\naffect, and no adjustment by reason thereof shall be made with respect to, the\nnumber or price of shares of Common Stock subject to an Option or Stock\nPurchase Right.\n\n       In the event of the proposed dissolution or liquidation of the\nCompany, the Option will terminate immediately prior to the consummation of\nsuch proposed action, unless otherwise provided by the Committee.  The\nCommittee may, in the exercise of its sole discretion in such instances,\ndeclare that any Option shall terminate as of  a date fixed by the Committee\nand give each Optionee the right to exercise his or her Option as to all or any\npart of the Optioned Stock,\n\n\n\n\n\n                                      -7-\n\nincluding Shares as to which the Option would not otherwise be exercisable.  In\nthe event of a proposed sale of all or substantially all of the assets of the\nCompany, or the merger of the Company with or into another corporation, the\nOption shall be assumed or an equivalent option shall be substituted by such\nsuccessor corporation or a parent or subsidiary of such successor corporation,\nor, in the sole discretion of the Committee, the Committee shall, in lieu of\nsuch assumption or substitution, provide for the Optionee to have the right to\nexercise the Option as to all of the Optioned Stock, including Shares as to\nwhich the Option would not otherwise be exercisable.  If the Committee makes an\nOption fully exercisable in lieu of assumption or substitution in the event of\na merger or sale of assets, the Committee shall notify the Optionee that the\nOption shall be fully exercisable for a period of thirty (30) days from the\ndate of such notice, and the Option will terminate upon the expiration of such\nperiod.\n\n12.    TIME OF GRANTING OPTIONS.\n\n       The date of grant of an Option or Stock Purchase Right shall, for all\npurposes, be the date on which the Committee makes the determination granting\nsuch Option or Stock Purchase Right.  Notice of the determination shall be\ngiven to each Employee or Consultant to whom an Option or Stock Purchase Right\nis so granted within a reasonable time after the date of such grant.\n\n13.    AMENDMENT AND TERMINATION OF THE PLAN.\n\n       (a)     Amendment and Termination.  The Committee may amend or\nterminate the Plan from time to time in such respects as the Committee may deem\nadvisable.  No amendment, alteration, suspension or discontinuance shall\nrequire stockholder approval unless (i) stockholder approval is required to\npreserve incentive stock option treatment for federal income tax purposes, (ii)\nfrom and after such time as the Company registers a class or equity securities\nunder Section 12 of the Exchange Act, stockholder approval shall be required to\nmeet the exemptions provided by Rule 16b-3, or any successor rule thereto, or\n(iii) the Committee otherwise concludes that stockholder approval is advisable.\n\n       (b)     Effect of Amendment or Termination.  Any such amendment or\ntermination of the Plan shall not affect Options or Stock Purchase Rights\nalready granted and such Options or Stock Purchase Rights shall remain in full\nforce and effect as if this Plan had not been amended or terminated, unless\nmutually agreed otherwise between the Optionee or Purchaser (as the case may\nbe) and the Committee, which agreement must be in writing and signed by the\nOptionee or Purchaser (as the case may be) and the Company.\n\n14.    CONDITIONS UPON ISSUANCE OF SHARES.\n\n       Shares shall not be issued pursuant to the exercise of an Option or\nStock Purchase Rights unless the exercise of such Option or Stock Purchase\nRights and the issuance and delivery of such Shares pursuant thereto shall\ncomply with all relevant provisions of law, including, without limitation, the\nSecurities Act of 1933, as amended, the Exchange Act, the rules and regulations\npromulgated thereunder, and the requirements of any stock exchange upon which\nthe Shares may then be listed, and shall be further subject to the approval of\ncounsel for the Company with respect to such compliance.\n\n       As a condition to the exercise of an Option or Stock Purchase Rights,\nthe Company may require the person exercising such Option or Stock Purchase\nRights to represent and warrant at the time of any such exercise that the\nShares are being purchased only for investment and without any present\nintention to sell or distribute such Shares if, in the opinion of counsel for\nthe Company, such a representation is required by any of the aforementioned\nrelevant provisions of law.\n\n15.    RESERVATION OF SHARES.\n\n       The Company, during the term of this Plan, will at all times reserve\nand keep available such number of Shares as shall be sufficient to satisfy the\nrequirements of the Plan.\n\n\n\n\n\n                                      -8-\n\n       The inability of the Company to obtain authority from any regulatory\nbody having jurisdiction, which authority is deemed by the Company's counsel to\nbe necessary to the lawful issuance and sale of any Shares hereunder, shall\nrelieve the Company of any liability in respect of the failure to issue or sell\nsuch Shares as to which such requisite authority shall not have been obtained.\n\n16.    OPTION, STOCK PURCHASE AND STOCK BONUS AGREEMENT.\n\n         Options shall be evidenced by written option agreements in such form\nas the Committee shall approve.  Upon the exercise of Stock Purchase Rights,\nthe Purchaser shall sign and stock purchase agreement or stock bonus agreement\nin such form as the Committee shall approve.\n\n17.    INFORMATION TO OPTIONEES AND PURCHASERS.\n\n       The Company shall make available to each Optionee and Purchaser,\nduring the period for which such Optionee or Purchaser has one or more Options\nor Stock Purchase Rights outstanding, copies of all annual reports and other\ninformation which are provided to all stockholders of the Company.  The Company\nshall be required to provide such information if the issuance of Options or\nStock Purchase Rights under the Plan is limited to key employees whose duties\nin connection with the Company assure their access to equivalent information.\n\n\n\n\n\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":[9539,9545],"class_list":["post-40020","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\/40020","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=40020"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40020"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40020"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40020"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}