LIGHTHOUSE GLOBAL NETWORK, INC.
2000 STOCK INCENTIVE PLAN
1. ESTABLISHMENT AND PURPOSE.
The Lighthouse Global Network, Inc. 2000 Stock Incentive Plan (the "Plan") is
established by Lighthouse Global Network, Inc. (the "Company") to attract and
retain persons eligible to participate in the Plan, to motivate Participants to
achieve long-term Company goals and to further align Participants' interests
with those of the Company's other stockholders. The Plan is adopted as of
January 1, 2000, subject to approval by the Company's stockholders within twelve
(12) months after such adoption date. Unless the Plan is discontinued earlier by
the Board as provided herein, no Award shall be granted hereunder on or after
the date ten (10) years after the effective date.
Certain terms used herein are defined as set forth in Section 10.
2. ADMINISTRATION; ELIGIBILITY.
The Plan shall be administered by a Committee; provided, however, that, if at
any time no Committee shall be in office, the Plan shall be administered by the
Board. The Plan may be administered by different Committees with respect to
different groups of Eligible Individuals. As used herein, the term
"Administrator" means the Board or any of its Committees as shall be
administering the Plan.
The Administrator shall have plenary authority to grant Awards pursuant to the
terms of the Plan to Eligible Individuals. Participation shall be limited to
such persons as are selected by the Administrator. Awards may be granted as
alternatives to, in exchange or substitution for, or replacement of, awards
outstanding under the Plan or any other plan or arrangement of the Company or a
Subsidiary (including a plan or arrangement of a business or entity, all or a
portion of which is acquired by the Company or a Subsidiary). The provisions of
Awards need not be the same with respect to each Participant.
Among other things, the Administrator shall have the authority, subject to the
terms of the Plan:
(a) to select the Eligible Individuals to whom Awards may from time
to time be granted;
(b) to determine whether and to what extent Stock Options, Stock
Appreciation Rights, Stock Awards or any combination thereof are
to be granted hereunder;
(c) to determine the number of shares of Stock to be covered by each
Award granted hereunder;
(d) to approve forms of agreement for use under the Plan;
(e) to determine the terms and conditions, not inconsistent with the
terms of this Plan, of any Award granted hereunder (including,
but not limited to, the option price, any vesting restriction or
limitation, any vesting acceleration or forfeiture waiver and any
right of repurchase, right of first refusal or other transfer
restriction regarding any Award and the shares of Stock relating
thereto, based on such factors or criteria as the Administrator
shall determine);
(f) subject to Section 8(a), to modify, amend or adjust the terms and
conditions of any Award, at any time or from time to time,
including, but not limited to, with respect to (i) performance
goals and targets applicable to performance-based Awards pursuant
to the terms of the Plan and (ii) extension of the
post-termination exercisability period of Stock Options;
(g) to determine to what extent and under what circumstances Stock
and other amounts payable with respect to an Award shall be
deferred;
(h) to determine the Fair Market Value; and
(i) to determine the type and amount of consideration to be received
by the Company for any Stock Award issued under Section 6.
The Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.
Except to the extent prohibited by applicable law, the Administrator may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any portion of its responsibilities
and powers to any other person or persons selected by it. Any such allocation or
delegation may be revoked by the Administrator at any time. The Administrator
may authorize any one or more of their members or any officer of the Company to
execute and deliver documents on behalf of the Administrator.
Any determination made by the Administrator or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Administrator or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Administrator or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Participants.
No member of the Administrator, and no officer of the Company, shall be liable
for any action taken or omitted to be taken by such individual or by any other
member of the Administrator or officer of the Company in connection with the
performance of duties under this Plan, except for such individual's own willful
misconduct or as expressly provided by law.
3. STOCK SUBJECT TO PLAN.
Subject to adjustment as provided in this Section 3, the aggregate number of
shares of Stock which may be delivered under the Plan shall not exceed 1,400,000
shares.
To the extent any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary thereof because the Award expires, is forfeited,
canceled or otherwise terminated, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.
Subject to adjustment as provided in this Section 3, the maximum number of
shares that may be covered by Stock Options, Stock Appreciation Rights and Stock
Awards, in the aggregate, granted to any one Participant during any calendar
year shall be 250,000 shares.
In the event of any Company stock dividend, stock split, combination or exchange
of shares, recapitalization or other change in the capital structure of the
Company, corporate separation or division of the Company (including, but not
limited to, a split-up, spin-off, split-off or distribution to Company
stockholders other than a normal cash dividend), sale by the Company of all or a
substantial portion of its assets (measured on either a stand-alone or
consolidated basis), reorganization, rights offering, partial or complete
liquidation, or any other corporate transaction, Company share offering or other
event involving the Company and having an effect similar to any of the
foregoing, the Administrator may make such substitution or adjustments in the
(A) number and kind of shares that may be delivered under the Plan, (B)
additional maximums imposed in the immediately preceding paragraph, (C) number
and kind of shares subject to outstanding Awards, (D) exercise price of
outstanding Stock Options and Stock Appreciation Rights and (E) other
characteristics or terms of the Awards as it may determine appropriate in its
sole discretion to equitably reflect such corporate transaction, share offering
or other event; provided, however, that the number of shares subject to any
Award shall always be a whole number.
4. STOCK OPTIONS.
Stock Options may be granted alone or in addition to other Awards granted under
the Plan and may be of two types: Incentive Stock Options and Non-Qualified
Stock Options. Any Stock Option granted under the Plan shall be in such form as
the Administrator may from time to time approve.
The Administrator shall have the authority to grant any Participant Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights). Incentive Stock Options
may be granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any Stock Option is
not designated as an Incentive Stock Option or, even if so designated, does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option. Incentive Stock Options may be granted only within ten (10) years from
the date the Plan is adopted, or the date the Plan is approved by the Company's
stockholders, whichever is earlier.
Stock Options shall be evidenced by option agreements, each in a form approved
by the Administrator. An option agreement shall indicate on its face whether it
is intended to be an agreement for an Incentive Stock Option or a Non-Qualified
Stock Option. The grant of a Stock Option shall occur as of the date the
Administrator determines.
Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the Optionee affected, to disqualify any Incentive Stock Option under Section
422 of the Code.
Stock Options granted under this Section 4 shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Administrator shall deem desirable:
(a) Exercise Price. The exercise price per share of Stock purchasable
under a Stock Option shall be determined by the Administrator. If
the Stock Option is intended to qualify as an Incentive Stock
Option, the exercise price per share shall be not less than the
Fair Market Value per share on the date the Stock Option is
granted, or if granted to an individual who is a Ten Percent
Holder, not less than 110% of such Fair Market Value per share.
In the case of an Option granted to a UK- resident Optionee who
is an employee or director of the Company or any Subsidiary or
Affiliate, there shall be added to the exercise price per share
an amount ("A") equal to the prevailing rate of employer national
insurance at the date of exercise on the amount of gain that
would arise on exercise of the Option in the absence of A.
(b) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Incentive Stock Option (and in the case of
a UK-resident Optionee, no Non-Qualified Stock Option) shall be
exercisable more than ten (10) years (or five (5) years in the
case of an individual who is a Ten Percent Holder) after the date
the Option is granted.
(c) Exercisability. Except as otherwise provided herein, Stock
Options shall be exercisable at such time or times, and subject
to such terms and conditions, as shall be determined by the
Administrator. If the Administrator provides that any Stock
Option is exercisable only in installments, the Administrator may
at any time waive such installment exercise provisions, in whole
or in part, based on such factors as the Administrator may
determine. In addition, the Administrator may at any time, in
whole or in part, accelerate the exercisability of any Stock
Option.
(d) Method of Exercise. Subject to the provisions of this Section 4,
Stock Options may be exercised, in whole or in part, at any time
during the option term by giving written notice of exercise to
the Company specifying the number of shares of Stock subject to
the Stock Option to be purchased.
The option price of any Stock Option shall be paid in full in
cash (by certified or bank check or such other instrument as the
Company may accept) or, unless otherwise provided in the
applicable option agreement, by one or more of the following: (i)
in the form of unrestricted Stock already owned by the Optionee
(or, in the case of the exercise of a Non-Qualified Stock Option,
Restricted Stock subject to a Stock Award hereunder) based in any
such instance on the Fair Market Value of the Stock on the date
the Stock Option is exercised; (ii) by certifying ownership of
shares of Stock owned by the Optionee to the satisfaction of the
Administrator for later delivery to the Company as specified by
the Company; (iii) by irrevocably authorizing a third party
approved by the Company to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the Stock Option
and remit to the Company a sufficient portion of the sale
proceeds to pay the entire exercise price and any tax withholding
resulting from such exercise; or (iv) by any combination of cash
and/or any one or more of the methods specified in clauses (i),
(ii) and (iii). Notwithstanding the foregoing, a form of payment
shall not be permitted to the extent it would cause the Company
to recognize a compensation expense (or additional compensation
expense) with respect to the Stock Option for financial reporting
purposes.
If payment of the option exercise price of a Non-Qualified Stock
Option is made in whole or in part in the form of Restricted
Stock, the number of shares of Stock to be received upon such
exercise equal to the number of shares of Restricted Stock used
for payment of the option exercise price shall be subject to the
same forfeiture restrictions to which such Restricted Stock was
subject, unless otherwise determined by the Administrator.
No shares of Stock shall be issued upon exercise of a Stock
Option until full payment therefor has been made. Upon exercise
of a Stock Option (or a portion thereof), the Company shall have
a reasonable time to issue the Stock for which the Stock Option
has been exercised, and the Optionee shall not be treated as a
stockholder for any purposes whatsoever prior to such issuance.
No adjustment shall be made for cash dividends or other rights
for which the record date is prior to the date such Stock is
recorded as issued and transferred in the Company's official
stockholder records, except as otherwise provided herein or in
the applicable option agreement.
(e) Transferability of Stock Options. Except as otherwise provided in
the applicable option agreement, an Option shall not be
transferable except by will or the laws of descent and
distribution. A Stock Option shall be exercisable, during the
Optionee's lifetime, only by the Optionee or by the guardian or
legal representative of the Optionee, it being understood that
the terms "holder" and "Optionee" include the guardian and legal
representative of the Optionee named in the applicable option
agreement and any person to whom the Stock Option is transferred
(X) pursuant to the first sentence of this Section 4(e) or
pursuant to the applicable option agreement or (Y) by will or the
laws of descent and distribution. Notwithstanding the foregoing,
references herein to the termination of an Optionee's employment
or provision of services shall mean the termination of employment
or provision of services of the person to whom the Stock Option
was originally granted.
(f) Termination by Death. Unless otherwise provided in the applicable
option agreement, if an Optionee's employment or provision of
services terminates by reason of death, any Stock Option held by
such Optionee may thereafter be exercised, to the extent then
exercisable, or on such accelerated basis as the Administrator
may determine, for a period of six (6) months from the date of
such death or until the expiration of the stated term of such
Stock Option, whichever period is shorter. In the event of
termination of employment or provision of services due to death,
if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of
the Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock Option.
(g) Termination by Reason of Disability. Unless otherwise provided in
the applicable option agreement, if an Optionee's employment or
provision of services terminates by reason of Disability, any
Stock Option held by such Optionee may thereafter be exercised by
the Optionee, to the extent it was exercisable at the time of
termination, or on such accelerated basis as the Administrator
may determine, for a period of six (6) months from the date of
such termination of employment or provision of services or until
the expiration of the stated term of such Stock Option, whichever
period is shorter; provided, however, that if the Optionee dies
within such period, an unexercised Stock Option held by such
Optionee shall, notwithstanding the expiration of such period,
continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of six (6) months
from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is shorter. In the
event of termination of employment or provision of services by
reason of Disability, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. Unless otherwise provided in
the applicable option agreement, if an Optionee's employment or
provision of services terminates by reason of Retirement, any
Stock Option held by such Optionee may thereafter be exercised by
the Optionee, to the extent it was exercisable at the time of
such Retirement, or on such accelerated basis as the
Administrator may determine, for a period of six (6) months from
the date of such termination of employment or provision of
services or until the expiration of the stated term of such Stock
Option, whichever period is shorter; provided, however, that if
the Optionee dies within such period, any unexercised Stock
Option held by such Optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a
period of six (6) months from the date of such death or until the
expiration of the stated term of such Stock Option, whichever
period is shorter. In the event of termination of employment or
provision of services by reason of Retirement, if an Incentive
Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Non-Qualified Stock
Option.
(i) Other Termination. Unless otherwise provided in the applicable
option agreement, if an Optionee's employment or provision of
services terminates for any reason other than death, Disability
or Retirement, any Stock Option held by such Optionee shall
thereupon terminate; provided, however, that, if such termination
of employment or provision of services is involuntary on the part
of the Optionee and without Cause, such Stock Option, to the
extent then exercisable, or on such accelerated basis as the
Administrator may determine, may be exercised for the lesser of
90 days from the date of such termination of employment or
provision of services and the remainder of such Stock Option's
term, and provided, further, that if the Optionee dies within
such period, any unexercised Stock Option held by such Optionee
shall, notwithstanding the expiration of such period, continue to
be exercisable to the extent to which it was exercisable at the
time of death for a period of six (6) months from the date of
such death or until the expiration of the stated term of such
Stock Option, whichever period is shorter. In the event of
termination of employment or provision of services for any reason
other than death, Disability or Retirement, if an Incentive Stock
Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock
Option.
(j) Participant Loans. The Administrator may in its discretion
authorize the Company to:
(i) lend to an Optionee an amount equal to such
portion of the exercise price of a Stock Option as
the Administrator may determine; or
(ii) guarantee a loan obtained by an Optionee from a
third-party for the purpose of tendering such
exercise price.
The terms and conditions of any loan or guarantee, including the
term, interest rate, whether the loan is with recourse against
the Optionee and any security interest thereunder, shall be
determined by the Administrator, except that no extension of
credit or guarantee shall obligate the Company for an amount to
exceed the lesser of (i) the aggregate Fair Market Value on the
date of exercise, less the par value, of the shares of Stock to
be purchased upon the exercise of the Stock Option, and (ii) the
amount permitted under applicable laws or the regulations and
rules of the Federal Reserve Board and any other governmental
agency having jurisdiction.
5. STOCK APPRECIATION RIGHTS.
Stock Appreciation Rights may be granted either on a stand-alone basis or in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock
Option. A Stock Appreciation Right shall terminate and no longer be exercisable
as determined by the Administrator, or, if granted in conjunction with all or
part of any Stock Option, upon the termination or exercise of the related Stock
Option.
A Stock Appreciation Right may be exercised by a Participant as determined by
the Administrator in accordance with this Section 5, and, if granted in
conjunction with all or part of any Stock Option, by surrendering the applicable
portion of the related Stock Option in accordance with procedures established by
the Administrator. Upon such exercise and surrender, the Participant shall be
entitled to receive an amount determined in the manner prescribed in this
Section 5. Stock Options which have been so surrendered, if any, shall no longer
be exercisable to the extent the related Stock Appreciation Rights have been
exercised.
Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined by the Administrator, including the following:
(i) Stock Appreciation Rights granted on a stand-alone
basis shall be exercisable only at such time or
times and to such extent as determined by the
Administrator. Stock Appreciation Rights granted
in conjunction with all or part of any Stock
Option shall be exercisable only at the time or
times and to the extent that the Stock Options to
which they relate are exercisable in accordance
with the provisions of Section 4 and this Section
5.
(ii) Upon the exercise of a Stock Appreciation Right, a
Participant shall be entitled to receive an amount
in cash, shares of Stock or both, which in the
aggregate are equal in value to the excess of the
Fair Market Value of one share of Stock over (i)
such value per share of Stock as shall be
determined by the Administrator as the time of
grant (if the Stock Appreciation Right is granted
on a stand-alone basis), or (ii) the exercise
price per share specified in the related Stock
Option (if the Stock Appreciation Right is granted
in conjunction with all or part of any Stock
Option), multiplied by the number of shares in
respect of which the Stock Appreciation Right
shall have been exercised, with the Administrator
having the right to determine the form of payment.
(iii) A Stock Appreciation Right shall be transferable
only to, and shall be exercisable only by, such
persons permitted in accordance with Section 4(e).
6. STOCK AWARDS OTHER THAN OPTIONS.
Stock Awards may be directly issued under the Plan (without any intervening
options), subject to such terms, conditions, performance requirements,
restrictions, forfeiture provisions, contingencies and limitations as the
Administrator shall determine. Stock Awards may be issued which are fully and
immediately vested upon issuance or which vest in one or more installments over
the Participant's period of employment or other service to the Company or upon
the attainment of specified performance objectives, or the Company may issue
Stock Awards which entitle the Participant to receive a specified number of
vested shares of Stock upon the attainment of one or more performance goals or
service requirements established by the Administrator.
Shares representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or
issuance of one or more certificates (which may bear appropriate legends
referring to the terms, conditions and restrictions applicable to such Award).
The Administrator may require that any such certificates be held in custody by
the Company until any restrictions thereon shall have lapsed and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.
A Stock Award may be issued in exchange for any consideration which the
Administrator may deem appropriate in each individual instance, including,
without limitation:
(i) cash or cash equivalents;
(ii) past services rendered to the Company or any
Affiliate; or
(iii) future services to be rendered to the Company or
any Affiliate (provided that, in such case, the
par value of the stock subject to such Stock Award
shall be paid in cash or cash equivalents, unless
the Administrator provides otherwise).
A Stock Award that is subject to restrictions on transfer and/or forfeiture
provisions may be referred to as an award of "Restricted Stock" or "Restricted
Stock Units."
7. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. Notwithstanding any other provision of the Plan
to the contrary, except as explicitly provided otherwise in an
Award agreement, in the event of a Change in Control:
(i) With respect to any Stock Options and Stock
Appreciation Rights which are outstanding as of the
date such Change in Control is determined to have
occurred, and which are not then exercisable and
vested, each Participant shall be credited with one
additional year of service with the Company or a
Subsidiary or Affiliate for purposes of any
applicable schedule relating to exercisability and
vesting;
(ii) With respect to any Stock Awards which are
outstanding as of the date such Change in Control is
determined to have occurred, and which are then
subject to restrictions, each Participant shall be
credited with one additional year of service with the
Company or a Subsidiary or Affiliate for purposes of
any applicable schedule relating to lapse of
restrictions;
(iii) All outstanding repurchase rights of the Company
with respect to any outstanding Awards shall
terminate; and
(iv) Outstanding Awards shall be subject to any agreement
that effects a Change in Control, which agreement may
provide for:
(A) The continuation of the outstanding Awards by
the Company, if the Company is a surviving
corporation;
(B) The assumption of the outstanding Awards by the
surviving corporation or its parent or
subsidiary;
(C) The substitution by the surviving corporation or
its parent or subsidiary of similar awards for
the outstanding Awards; or
(D) Settlement of each share of Stock subject to an
outstanding exercisable and vested Award for the
Change in Control Price (less, to the extent
applicable, the per share exercise price), or,
if the per share exercise price equals or
exceeds the Change in Control Price, the
outstanding Award shall terminate and be
canceled, and, in any event, any unexercisable
or unvested Award shall terminate and be
canceled.
(v) In the absence of a provision to the contrary
contained in any agreement effecting such Change in
Control, unless the Committee determines otherwise,
(A) immediately prior to the Change in Control, each
share of Stock subject to an outstanding exercisable
and vested Award shall be settled for the Change in
Control Price (less, to the extent applicable, the
per share exercise price), and (B) if the per share
exercise price equals or exceeds the Change in
Control Price, the outstanding Award shall terminate
and be canceled, and, in any event, any
unexercisable or unvested Award shall terminate and
be canceled.
(b) Definition of Change in Control. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the
following events:
(i) An acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than
fifty percent (50%) of either (1) the then
outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (2) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally
in the election of directors (the "Outstanding
Company Voting Securities"); excluding, however, the
following: (1) any acquisition directly from the
Company, other than an acquisition by virtue of the
exercise of a conversion privilege unless the
security being so converted was itself acquired
directly from the Company; (2) any acquisition by
the Company; (3) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company; or (4) any acquisition by
any Person pursuant to a transaction which complies
with clauses (1), (2) and (3) of subsection (ii) of
this Section 7(b); or
(ii) The approval by the stockholders of the Company of a
reorganization, merger or consolidation as a result
of which the outstanding securities of the Company
subject to options hereunder are changed into or
exchanged for cash or property or securities of
another entity, or any combination thereof, or sale
of all or substantially all of the assets of the
Company ("Corporate Transaction"); excluding,
however, such a Corporate Transaction pursuant to
which (1) all or substantially all of the
individuals and entities who are the beneficial
owners, respectively, of the outstanding Company
Common Stock and Outstanding Company Voting
Securities immediately prior to such Corporate
Transaction will beneficially own, directly or
indirectly, more than 50% of, respectively, the
outstanding shares of common stock, or the combined
voting power of the then outstanding voting
securities entitled to vote generally in the
election of directors, as the case may be, of the
corporation resulting from such Corporate
Transaction (including, without limitation, a
corporation which as a result of such transaction
owns the Company or all or substantially all of the
Company's assets, either directly or through one or
more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to
such Corporate Transaction, of the outstanding
Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (other
than the Company; any employee benefit plan (or
related trust) sponsored or maintained by the
Company, by any corporation controlled by the
Company, or by such corporation resulting from such
Corporate Transaction) will beneficially own,
directly or indirectly, more than 25% of,
respectively, the outstanding shares of common stock
of the corporation resulting from such Corporate
Transaction or the combined voting power of the
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors, except to the extent that such ownership
existed with respect to the Company prior to the
Corporate Transaction, or (3) individuals who were
members of the Board immediately prior to the
approval by the stockholders of the Corporation of
such Corporate Transaction will constitute at least
a majority of the members of the board of directors
of the corporation resulting from such Corporate
Transaction.
(c) Change in Control Price. For purposes of the Plan, "Change in
Control Price" means the net consideration (which may consist of
any combination of cash or non-cash consideration) received on a
per share basis by a holder of Common Stock in connection with
the Change in Control (as determined in the sole discretion of
the Board).
8. MISCELLANEOUS.
(a) Amendment. The Board may amend, alter, or discontinue the
Plan, but no amendment, alteration or discontinuation shall be
made which would adversely affect the rights of a Participant
under an Award theretofore granted without the Participant's
consent, except such an amendment (i) made to avoid an expense
charge to the Company or an Affiliate, or (ii) made to permit
the Company or an Affiliate a deduction under the Code. No
such amendment shall be made without the approval of the
Company's stockholders to the extent such approval is required
by law, agreement or the rules of any stock exchange or market
on which the Stock is listed.
The Administrator may amend the terms of any Stock Option or
other Award theretofore granted, prospectively or
retroactively, but no such amendment shall adversely affect
the rights of the holder thereof without the holder's consent.
Notwithstanding anything in the Plan to the contrary, if any
right under this Plan would cause a transaction to be
ineligible for pooling of interests accounting that would, but
for the right hereunder, be eligible for such accounting
treatment, the Administrator may modify or adjust the right so
that pooling of interests accounting shall be available,
including the substitution of Common Stock having a Fair
Market Value equal to the cash otherwise payable hereunder for
the right which would otherwise cause the transaction to be
ineligible for pooling of interests accounting.
(b) Unfunded Status of Plan. It is intended that this Plan be an
"unfunded" plan for incentive and deferred compensation. The
Administrator may authorize the creation of trusts or other
arrangements to meet the obligations created under this Plan
to deliver Common Stock or make payments, provided that,
unless the Administrator otherwise determines, the existence
of such trusts or other arrangements is consistent with the
"unfunded" status of this Plan.
(c) General Provisions.
(i) The Administrator may require each person purchasing
or receiving shares pursuant to an Award to represent
to and agree with the Company in writing that such
person is acquiring the shares without a view to the
distribution thereof. The certificates for such
shares may include any legend which the Administrator
deems appropriate to reflect any restrictions on
transfer.
All certificates for shares of Stock or other
securities delivered under the Plan shall be subject
to such stock transfer orders and other restrictions
as the Administrator may deem advisable under the
rules, regulations and other requirements of the
Commission, any stock exchange or market on which the
Stock is then listed and any applicable Federal or
state securities law, and the Administrator may cause
a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions.
(ii) Nothing contained in the Plan shall prevent the
Company or any Subsidiary or Affiliate from adopting
other or additional compensation arrangements for its
employees.
(iii) The adoption of the Plan shall not confer upon any
employee, director, consultant or advisor any right
to continued employment, directorship or service, nor
shall it interfere in any way with the right of the
Company or any Subsidiary or Affiliate to terminate
the employment or service of any employee, consultant
or advisor at any time.
(iv) No later than the date as of which an amount first
becomes includible in the gross income of the
Participant for Federal income tax purposes with
respect to any Award under the Plan, the Participant
shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of,
any Federal, state, local or foreign taxes of any
kind required by law to be withheld or accounted for
with respect to such amount. Unless otherwise
determined by the Administrator, withholding
obligations may be settled with Stock, including
Stock that is part of the Award that gives rise to
the withholding requirement. The obligations of the
Company under the Plan shall be conditional on such
payment or arrangements, and the Company, its
Subsidiaries and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such
taxes from any payment otherwise due to the
Participant. The Administrator may establish such
procedures as it deems appropriate for the settlement
of withholding obligations with Stock.
(v) The Administrator shall establish such procedures as
it deems appropriate for a Participant to designate a
beneficiary to whom any amounts payable in the event
of the Participant's death are to be paid.
(vi) Any amounts owed to the Company or an Affiliate by
the Participant of whatever nature may be offset by
the Company from the value of any shares of Common
Stock, cash or other thing of value under this Plan
or an agreement to be transferred to the Participant,
and no shares of Common Stock, cash or other thing of
value under this Plan or an agreement shall be
transferred unless and until all disputes between the
Company and the Participant have been fully and
finally resolved and the Participant has waived all
claims to such against the Company or an Affiliate.
(vii) The grant of an Award shall in no way affect the
right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or
business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any
part of its business or assets.
(viii) If any payment or right accruing to a Participant
under this Plan (without the application of this
Section (8)(c)(viii)), either alone or together with
other payments or rights accruing to the Participant
from the Company or an Affiliate ("Total Payments")
would constitute a "parachute payment" (as defined in
Section 280G of the Code and regulations thereunder),
such payment or right shall be reduced to the largest
amount or greatest right that will result in no
portion of the amount payable or right accruing under
this Plan being subject to an excise tax under
Section 4999 of the Code or being disallowed as a
deduction under Section 280G of the Code; provided,
however, that the foregoing shall not apply to the
extent provided otherwise in an Award or in the event
the Participant is party to an agreement with the
Company or an Affiliate that explicitly provides for
an alternate treatment of payments or rights that
would constitute "parachute payments." The
determination of whether any reduction in the rights
or payments under this Plan is to apply shall be made
by the Administrator in good faith after consultation
with the Participant, and such determination shall be
conclusive and binding on the Participant. The
Participant shall cooperate in good faith with the
Administrator in making such determination and
providing the necessary information for this purpose.
The foregoing provisions of this Section 8(c)(viii)
shall apply with respect to any person only if, after
reduction for any applicable Federal excise tax
imposed by Section 4999 of the Code and Federal
income tax imposed by the Code, the Total Payments
accruing to such person would be less than the amount
of the Total Payments as reduced, if applicable,
under the foregoing provisions of this Plan and after
reduction for only Federal income taxes.
(ix) To the extent that the Administrator determines that
the restrictions imposed by the Plan preclude the
achievement of the material purposes of the Awards in
jurisdictions outside the United States, the
Administrator in its discretion may modify those
restrictions as it determines to be necessary or
appropriate to conform to applicable requirements or
practices of jurisdictions outside of the United
States.
(x) The headings contained in this Plan are for reference
purposes only and shall not affect the meaning or
interpretation of this Plan.
(xi) If any provision of this Plan shall for any reason be
held to be invalid or unenforceable, such invalidity
or unenforceability shall not effect any other
provision hereby, and this Plan shall be construed as
if such invalid or unenforceable provision were
omitted.
(xii) This Plan shall inure to the benefit of and be
binding upon each successor and assign of the
Company. All obligations imposed upon a Participant,
and all rights granted to the Company hereunder,
shall be binding upon the Participant's heirs, legal
representatives and successors.
(xiii) This Plan and each agreement granting an Award
constitute the entire agreement with respect to the
subject matter hereof and thereof, provided that in
the event of any inconsistency between this Plan and
such agreement, the terms and conditions of the Plan
shall control.
(xiv) In the event there is an effective registration
statement under the Securities Act pursuant to which
shares of Stock shall be offered for sale in an
underwritten offering, a Participant shall not,
during the period requested by the underwriters
managing the registered public offering, effect any
public sale or distribution of shares of Stock
received, directly or indirectly, as an Award or
pursuant to the exercise or settlement of an Award.
(xv) None of the Company, an Affiliate or the
Administrator shall have any duty or obligation to
disclose affirmatively to a record or beneficial
holder of Stock or an Award, and such holder shall
have no right to be advised of, any material
information regarding the Company or any Affiliate at
any time prior to, upon or in connection with receipt
or the exercise of an Award or the Company's purchase
of Stock or an Award from such holder in accordance
with the terms hereof.
(xvi) This Plan, and all Awards, agreements and actions
hereunder, shall be governed by, and construed in
accordance with, the laws of the state of Delaware
(other than its law respecting choice of law).
9. DEFERRAL OF AWARDS.
The Administrator (in its sole discretion) may permit a Participant to:
(a) have cash that otherwise would be paid to such Participant as
a result of the exercise of a Stock Appreciation Right or the
settlement of a Stock Award credited to a deferred
compensation account established for such Participant by the
Administrator as an entry on the Company's books;
(b) have Stock that otherwise would be delivered to such
Participant as a result of the exercise of a Stock Option or a
Stock Appreciation Right converted into an equal number of
Stock units; or
(c) have Stock that otherwise would be delivered to such
Participant as a result of the exercise of a Stock Option or
Stock Appreciation Right or the settlement of a Stock Award
converted into amounts credited to a deferred compensation
account established for such Participant by the Administrator
as an entry on the Company's books. Such amounts shall be
determined by reference to the Fair Market Value of the Stock
as of the date on which they otherwise would have been
delivered to such Participant.
A deferred compensation account established under this Section 9 may be credited
with interest or other forms of investment return, as determined by the
Administrator. A Participant for whom such an account is established shall have
no rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of awards is
permitted or required, the Administrator (in its sole discretion) may establish
rules, procedures and forms pertaining to such awards, including (without
limitation) the settlement of deferred compensation accounts established under
this Section 9.
10. DEFINITIONS.
For purposes of this Plan, the following terms are defined as set forth below:
(a) "Affiliate" means a corporation or other entity controlled by
the Company and designated by the Administrator as such.
(b) "Award" means a Stock Appreciation Right, Stock Option or
Stock Award.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means (i) the conviction of the Participant for
committing a felony under Federal law or the law of the state
in which such action occurred, (ii) dishonesty in the course
of fulfilling the Participant's duties as an employee or
director of, or consultant or advisor to, the Company or any
Affiliate or (iii) willful and deliberate failure on the part
of the Participant to perform such duties in any material
respect. Notwithstanding the foregoing, if the Participant and
the Company or the Affiliate have entered into an employment
or services agreement which defines the term "Cause" (or a
similar term), such definition shall govern for purposes of
determining whether such Participant has been terminated for
Cause for purposes of this Plan. The determination of Cause
shall be made by the Administrator, in its sole discretion.
(e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.
(f) "Commission" means the Securities and Exchange Commission or
any successor agency.
(g) "Committee" means a committee of Directors appointed by the
Board to administer this Plan. With respect to Options granted
at the time the Company is publicly held, if any, insofar as
the Committee is responsible for granting Options to
Participants hereunder, it shall consist solely of two or more
directors, each of whom is a "Non-Employee Director" within
the meaning of Rule 16b-3 and each of whom is also an "outside
director" under Section 162(m) of the Code.
(h) "Company" means Lighthouse Global Network, Inc., a Delaware
corporation.
(i) "Director" means a member of the Company's Board of Directors.
(j) "Disability" means mental or physical illness that entitles
the Participant to receive benefits under the long-term
disability plan of the Company or an Affiliate, or if the
Participant is not covered by such a plan or the Participant
is not an employee of the Company or an Affiliate, a mental or
physical illness that renders a Participant totally and
permanently incapable of performing the Participant's duties
for the Company or an Affiliate; provided, however, that a
Disability shall not qualify under this Plan if it is the
result of (i) a willfully self-inflicted injury or willfully
self-induced sickness; or (ii) an injury or disease
contracted, suffered or incurred while participating in a
criminal offense. Notwithstanding the foregoing, if the
Participant and the Company or an Affiliate have entered into
an employment or services agreement which defines the term
"Disability" (or a similar term), such definition shall govern
for purposes of determining whether such Participant suffers a
Disability for purposes of this Plan. The determination of
Disability shall be made by the Administrator, in its sole
discretion. The determination of Disability for purposes of
this Plan shall not be construed to be an admission of
disability for any other purpose.
(k) "Effective Date" means January 1, 2000.
(l) "Eligible Individual" means any officer, employee or director
of the Company or a Subsidiary or Affiliate, or any consultant
or advisor providing services to the Company or a Subsidiary
or Affiliate.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
(n) "Fair Market Value" means, as of any given date, the fair
market value of the Stock as determined by the Administrator
or under procedures established by the Administrator. Unless
otherwise determined by the Administrator:
(i) For purposes of any Award made as of the
Underwriting Date, the Fair Market Value
shall be deemed to be equal to the price per
share at which the Stock is to be sold to
the public in the initial public offering of
the Stock; and
(ii) After the Underwriting Date, the Fair Market
Value per share shall be the closing sales
price per share of the Stock on Nasdaq (or
the principal stock exchange or market on
which the Stock is then traded) on the date
as of which such value is being determined
or the last previous day on which a sale was
reported.
(o) "Family Member" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law
of a Participant (including adoptive relationships); any
person sharing the Participant's household (other than a
tenant or employee); any trust in which the Participant and
any of these persons have substantially all of the beneficial
interest; any foundation in which the Participant and any of
these persons control the management of the assets; any
corporation, partnership, limited liability company or other
entity in which the Participant and any of these other persons
are the direct and beneficial owners of substantially all of
the equity interests (provided the Participant and these other
persons agree in writing to remain the direct and beneficial
owners of all such equity interests); and any personal
representative of the Participant upon the Participant's death
for purposes of administration of the Participant's estate or
upon the Participant's incompetency for purposes of the
protection and management of the assets of the Participant.
(p) "Incentive Stock Option" means any Stock Option intended to be
and designated as an "incentive stock option" within the
meaning of Section 422 of the Code.
(q) "Nasdaq" means The Nasdaq Stock Market, including the Nasdaq
National Market and the Nasdaq SmallCap Market.
(r) "Non-Employee Director" means a Director who is not an officer
or employee of the Company.
(s) "Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.
(t) "Optionee" means a person who holds a Stock Option.
(u) "Participant" means a person granted an Award.
(v) "Representative" means (i) the person or entity acting as the
executor or administrator of a Participant's estate pursuant
to the last will and testament of a Participant or pursuant to
the laws of the jurisdiction in which the Participant had his
or her primary residence at the date of the Participant's
death; (ii) the person or entity acting as the guardian or
temporary guardian of a Participant; (iii) the person or
entity which is the beneficiary of the Participant upon or
following the Participant's death; or (iv) any person to whom
an Option has been transferred with the permission of the
Administrator or by operation of law; provided that only one
of the foregoing shall be the Representative at any point in
time as determined under applicable law and recognized by the
Administrator.
(v) "Retirement" means retirement from active employment under a
pension plan of the Company or any subsidiary or Affiliate, or
under an employment contract with any of them, or termination
of employment or provision of services at or after age 55
under circumstances which the Administrator, in its sole
discretion, deems equivalent to retirement.
(w) "Stock" means Class B Common Stock, par value $.0001 per
share, of the Company.
(x) "Stock Appreciation Right" means a right granted under Section
5.
(y) "Stock Award" means an Award, other than a Stock Option or
Stock Appreciation Right, made in Stock or denominated in
shares of Stock.
(z) "Stock Option" means an option granted under Section 4.
(aa) "Subsidiary" means any company during any period in which it
is a "subsidiary corporation" (as such term is defined in
Section 424(f) of the Code) with respect to the Company.
(bb) "Ten Percent Holder" means an individual who owns, or is
deemed to own, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company
or of any parent or subsidiary corporation of the Company,
determined pursuant to the rules applicable to Section
422(b)(6) of the Code.
(cc) "Underwriting Agreement" means the agreement between the
Company and the underwriter or underwriters managing the
initial public offering of the Stock.
(dd) "Underwriting Date" means the date on which the Underwriting
Agreement is executed in connection with an initial
underwritten public offering of the Stock.
In addition, certain other terms used herein have the definitions given to them
in the first places in which they are used.
