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EXHIBIT 10.1
GLOBALCENTER
MANAGEMENT STOCK PLAN
EFFECTIVE AS OF JANUARY 7, 2000
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GLOBALCENTER
MANAGEMENT STOCK PLAN
EFFECTIVE AS OF JANUARY 7, 2000
SECTION 1. INTRODUCTION.
The Company's Board of Directors adopted this Plan as of January 7, 2000.
The Board of Directors of Global Crossing Ltd. ratified this Plan as of
April 12, 2000. To the extent Incentive Stock Options will be granted
under the Plan, the stockholders of the Company and Global Crossing Ltd.
will approve the Plan pursuant to the rules of Code Section 422. The Plan
is effective as of January 7, 2000 (the "Effective Date").
The purpose of the Plan is to promote the long-term success of the Company
and the creation of shareholder value by offering Key Employees an
opportunity to acquire a proprietary interest in the success of the
Company, or to increase such interest, and to encourage such selected
persons to continue to provide services to the Company and to attract new
individuals with outstanding qualifications.
The Plan seeks to achieve this purpose by providing for Options (which may
constitute Incentive Stock Options or Nonstatutory Stock Options) and
Awards of Restricted Stock.
The Plan shall be governed by, and construed in accordance with, the laws
of the State of California (except its choice-of-law provisions).
Capitalized terms shall have the meaning provided in Section 2 unless
otherwise provided in this Plan or Stock Option Agreement or Restricted
Stock Agreement.
SECTION 2. DEFINITIONS.
(a) "Affiliate" means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity. For
purposes of determining an individual's "Service," this definition shall
include any entity other than a Subsidiary, if the Company, a Parent and/or
one or more Subsidiaries own not less than 50% of such entity.
(b) "Award" means any award of an Option or Restricted Stock under the
Plan.
(c) "Board" means the Board of Directors of Global Crossing Ltd., as
constituted from time to time.
(d) "Change In Control" except as may otherwise be provided in the Stock
Option Agreement or Restricted Stock Agreement, means the occurrence of any
of the following:
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(i) any Person (other than a Person holding securities representing
10% or more of the combined voting power of the Company's outstanding
securities as of the Effective Date, the Company, any trustee or other
fiduciary holding securities under any of the Company's employee benefit
plans, or any company owned, directly or indirectly, by the Company's
stockholders in substantially the same proportions as their ownership of
the Company's stock), becomes the Beneficial Owner, directly or indirectly,
of the Company's securities, representing 30% or more of the combined
voting power of the Company's then-outstanding securities;
(ii) during any period of twenty-four months (not including any
period prior to the Effective Date), individuals who at the beginning of
such period constitute the Board of Directors, and any new director (other
than (A) a director nominated by a Person who has entered into an agreement
with the Company to effect a transaction described in (i), (iii) or (iv) of
this definition, (B) a director nominated by any Person (including the
Company) who publicly announces an intention to take or to consider taking
actions (including, but not limited to, an actual or threatened proxy
contest) which if consummated would constitute a Change in Control or (C) a
director nominated by any Person who is the Beneficial Owner, directly or
indirectly, of securities representing 10% or more of the combined voting
power of the Company's securities) whose election by the Board or
nomination for election by the Company's stockholders was approved in
advance by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof;
(iii) The Company is merged or consolidated with any other company,
other than a merger or consolidation which would result in the Company's
stockholders immediately prior thereto continuing to own (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the
Company's voting securities or the voting securities of such surviving
entity outstanding immediately after such merger or consolidation; or
(iv) The complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the
Company's assets, other than the Company's liquidation into a wholly-owned
subsidiary.
For the purposes of this definition the term "Beneficial Owner" means
a "beneficial owner," as such term is defined in Rule 13d-3 under the
Exchange Act, and "Person" means a "person," as such term is used for
purposes of Section 13(d) or Section 14(d) of the Exchange Act.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
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(f) "Committee" means a committee consisting of one or more members of the
Board that is appointed by the Board (as described in Section 3) to administer
the Plan.
(g) "Common Stock" means the Company's common stock, $0.001 par value per
Share.
(h) "Company" means GlobalCenter Inc., a Delaware corporation.
(i) "Consultant" means an individual who performs bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate other than as an Employee or
Director or Non-Employee Director.
(j) "Director" means a member of the Company's Board of Directors.
(k) "Disability" means an illness or disability which has rendered the Employee
or Director unable to perform on a full-time basis the duties of his or her
employment for a period of more than twelve months during any twenty-four -month
period.
(l) "Employee" means any individual who is a common-law employee of the
Company.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(n) "Exercise Price" means the amount for which an Option may be exercised, as
specified in the applicable Stock Option Agreement.
(o) "Fair Market Value" means the market price of Stock, determined by the
Committee as follows:
(i) If the Stock were traded over-the-counter on the date in question
but were not classified as a national market issue, then the Fair Market Value
shall be equal to the mean between the last reported representative bid and
asked prices quoted by the NASDAQ system for such date;
(ii) If the Stock were traded over-the-counter on the date in question
and were classified as a national market issue, then the Fair Market Value shall
be equal to the last-transaction price quoted by the NASDAQ system for such
date;
(iii) If the Stock were traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date; and
(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such basis as
it deems appropriate.
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Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Wall Street Journal. Such determination
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shall be conclusive and binding on all persons.
(p) "Grant" means any grant of an Option under the Plan.
(q) "Incentive Stock Option" or "ISO" means an incentive stock option described
in Code section 422(b).
(r) "Nonstatutory Stock Option" or "NSO" means a stock option that is not an
ISO.
(s) "Option" means an ISO or NSO granted under the Plan entitling the Optionee
to purchase Shares.
(t) "Optionee" means an individual, estate or other entity that holds an
Option.
(u) "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. A corporation that attains the status of a Parent on a date after
the adoption of the Plan shall be considered a Parent commencing as of such
date.
(v) "Participant" means an individual or estate or other entity that holds an
Award.
(w) "Plan" means this GlobalCenter Inc. Management Stock Plan as it may be
amended from time to time.
(x) "Qualified Public Offering" means a bona fide initial public offering of
the Company's stock listed on a public exchange and/or a bona fide offering by
Global Crossing Ltd. of the Tracking Stock listed on a public exchange.
(y) "Restricted Stock" means a Share awarded under the Plan.
(z) "Restricted Stock Agreement" means the agreement described in Section 8
evidencing each Award of Restricted Stock.
(aa) "Securities Act" means the Securities Act of 1933, as amended.
(bb) "Service" means service as an Employee, Director, Non-Employee Director or
Consultant.
(cc) "Shares" and "Stock" shall be used interchangeably to mean one share of
Company Common Stock or one share of Tracking Stock issued by Global Crossing
Ltd.
(dd) "Stock Option Agreement" means the agreement described in Section 6
evidencing each Grant of an Option.
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(ee) "Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.
(ff) "Termination Without Cause" shall mean termination from Service for any
reason other than:
(i) conviction of a felony; or conviction of a crime of moral
turpitude which causes serious economic injury or serious
injury to the Company's reputation; or
(ii) material breach of the Proprietary Information Agreement
attached hereto as Exhibit "A" and incorporated herein by
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reference; or
(iii) fraud or embezzlement; intentional misconduct or gross
negligence which has caused serious and demonstrable
injury to the Company or its affiliates; or
(iv) egregious performance or failure to perform Employee or
Director's duties; provided that a failure to achieve
performance objectives shall not by itself constitute
grounds for Termination for Cause; or
(v) inability to perform duties by reason of a final, non-
appealable determination by a court or arbitration board.
(gg) "Tracking Stock" means a tracking stock issued by Global Crossing Ltd.,
registered on a publicly traded exchange, to track the business of the Company.
Issuance of the Tracking Stock is subject to approval of the holders of Global
Crossing Ltd. common stock pursuant to Bermuda law.
(hh) "10-Percent Shareholder" means an individual who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding
stock of the Company, its Parent or any of its subsidiaries. In determining
stock ownership, the attribution rules of section 424(d) of the Code shall be
applied
SECTION 3. ADMINISTRATION.
(a) Committee Composition. A Committee appointed by the Board shall
administer the Plan. The Board shall designate one of the members of the
Committee as chairperson. If no Committee has been approved, the entire
Board shall constitute the Committee. Members of the Committee shall serve
for such period of time as the Board
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may determine and shall be subject to removal by the Board at any time. The
Board may also at any time terminate the functions of the Committee and
reassume all powers and authority previously delegated to the Committee.
With respect to officers or directors subject to Section 16 of the Exchange
Act, the Committee shall consist of those individuals who shall satisfy the
requirements of Rule 16b-3 (or its successor) under the Exchange Act with
respect to Awards granted to persons who are officers or directors of the
Company under Section 16 of the Exchange Act.
The Board may also appoint one or more separate committees of the Board,
each composed of one or more directors of the Company who need not qualify
under Rule 16b-3, who may administer the Plan with respect to Key Employees
who are not considered officers or directors of the Company under Section
16 of the Exchange Act, may grant Awards under the Plan to such Key
Employees and may determine all terms of such Awards.
(b) Authority of the Committee. Subject to the provisions of the Plan and
approval by the Global Crossing Ltd. Compensation Committee, the Committee
shall have full authority and discretion to take any actions it deems
necessary or advisable for the administration of the Plan. Such actions
shall include:
(i) selecting Employees, Directors and Consultants who are to
receive Awards under the Plan;
(ii) determining the type, number, vesting requirements and other
features and conditions of such Awards;
(iii) interpreting the Plan; and
(iv) making all other decisions relating to the operation of the
Plan.
The Committee may adopt such rules or guidelines, as it deems appropriate
to implement the Plan. Except as provided above, the Committee's
determinations under the Plan shall be final and binding on all persons.
(c) Indemnification. Each member of the Committee, or of the Board, shall
be indemnified and held harmless by the Company against and from (i) any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act
under the Plan or any Stock Option Agreement or any Restricted Stock
Agreement, and (ii) from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or
she undertakes to handle and defend it on his or her own behalf; provided,
further, that such member shall not be indemnified for actions taken by him
or her in bad faith. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may
be entitled under the Company's Certificate
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of Incorporation or Bylaws, by contract, as a matter of law, or otherwise,
or under any power that the Company may have to indemnify them or hold them
harmless.
(d) Financial Reports. To the extent required by applicable law, the
Company shall furnish to Optionees the Company's summary financial
information including a balance sheet regarding the Company's financial
condition and results of operations, unless such Optionees have duties with
the Company that assure them access to equivalent information. Such
financial statements need not be audited.
SECTION 4. ELIGIBILITY.
(a) General Rules. Only Employees, Directors and Consultants shall be
eligible for Awards by the Committee.
(b) Incentive Stock Options. Only Employees who are common-law employees
of the Company shall be eligible for the grant of ISOs. In addition, an
Employee who is a 10-Percent Shareholder shall not be eligible for the
grant of an ISO unless the requirements set forth in section 422(c)(5) of
the Code are satisfied.
SECTION 5. SHARES SUBJECT TO PLAN.
(a) Basic Limitation. The stock issuable under the Plan shall be
authorized but unissued Stock or treasury Stock. The aggregate number of
Stock reserved for Awards under the Plan shall not exceed 10% of the
outstanding Stock of the Company upon adoption of the Plan, subject to
adjustment pursuant to Section 9.
(b) Additional Shares. If Awards are forfeited or terminate for any other
reason before being exercised, then the Shares underlying such Awards shall
again become available for Awards under the Plan.
(c) Dividend Equivalents. Any dividend equivalents distributed under the
Plan shall not be applied against the number of Shares available for
Awards.
(d) Limits on Options and SARs. No Employee, Director or Consultant shall
receive Options and/or SARs to purchase Shares during any fiscal year
covering in excess of 5.5% of the outstanding Shares of the Company upon
adoption of the Plan, subject to adjustment pursuant to Section 9.
(e) Limits on Restricted Stock. No Employee, Director or Consultant shall
receive Award(s) of Restricted Stock during any fiscal year covering in
excess of 5.5% of the outstanding Shares of the Company upon adoption of
the Plan, subject to adjustment pursuant to Section 9.
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SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
(a) Stock Option Agreement. Each Grant under the Plan shall be evidenced
by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions that the Committee
deems appropriate for inclusion in a Stock Option Agreement. The provisions
of the various Stock Option Agreements entered into under the Plan need not
be identical. A Stock Option Agreement may provide that new Options will be
granted automatically to the Optionee when he or she exercises the prior
Options. The Stock Option Agreement shall also specify whether the Option
is an ISO or an NSO.
(b) Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9.
(c) Exercise Price. An Option's Exercise Price shall be established by the
Committee and set forth in a Stock Option Agreement. To the extent required
by applicable law the Exercise Price of an ISO shall not be less than 100%
of the Fair Market Value (110% for 10-Percent Shareholders) of a Share on
the date of Grant.
(d) Exercisability and Term. Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable.
The Stock Option Agreement shall also specify the term of the Option;
provided that the term of an ISO shall in no event exceed ten (10) years
from the date of Grant. An ISO that is granted to a 10-Percent Shareholder
shall have a maximum term of five (5) years. No Option can be exercised
after the expiration date provided in the applicable Stock Option
Agreement. A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee's death, Disability or other
events and may provide for expiration prior to the end of its term in the
event of the termination of the Optionee's Service. In no event shall the
Company be required to issue fractional Shares upon the exercise of an
Option.
(e) Modifications or Assumption of Options. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the
Company or by another issuer) in return for the grant of new Options for
the same or a different number of Shares and at the same or a different
Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, alter or impair his or
her rights or obligations under such Option.
(f) Transferability of Options. Except as otherwise provided in the
applicable Stock Option Agreement and then only to the extent permitted by
applicable law, no Option shall be transferable by the Optionee other than
by will or by the laws of descent and distribution. Except as otherwise
provided in the applicable Stock Option Agreement, an Option may be
exercised during the lifetime of the Optionee only or by the guardian or
legal representative of the Optionee.
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(g) Restrictions on Transfer. Any Shares issued upon exercise of an Option
shall be subject to such rights of repurchase, rights of first refusal and
other transfer restrictions as the Committee may determine. Such
restrictions shall apply in addition to any restrictions that may apply to
holders of Stock generally and shall also comply to the extent necessary
with applicable law.
SECTION 7. PAYMENT FOR OPTION SHARES.
(a) General Rule. The entire Exercise Price of Shares issued upon exercise
of Options shall be payable in cash at the time when such Shares are
purchased, except as follows:
(i) In the case of an ISO granted under the Plan, payment shall be
made only pursuant to the express provisions of the applicable Stock Option
Agreement. The Stock Option Agreement may specify that payment may be made
in any form(s) described in this Section 7.
(ii) In the case of an NSO granted under the Plan, the Committee may
in its discretion, at any time accept payment in any form(s) described in
this Section 7.
(b) Same Day Sale. Following a Qualified Public Offering, by delivery (on
a form prescribed by the Company) of an irrevocable direction to a
securities broker to sell Shares and to deliver all or part of the sale
proceeds to the Company in payment of the aggregate exercise price.
SECTION 8. TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.
(a) Time, Amount and Form of Awards. Awards under the Plan may be granted
in the form of Restricted Stock.
(b) Restricted Stock Agreement. Each Award of Restricted Stock under the
Plan shall be evidenced by a Restricted Stock Agreement between the
Participant and the Company. Such Award shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other terms and
conditions that are not inconsistent with the Plan and that the Committee
deems appropriate for inclusion in a Restricted Stock Agreement. The
provisions of the various Restricted Stock Agreements entered into under
the Plan need not be identical.
(c) Payment for Restricted Stock. Restricted Stock may be issued with or
without cash consideration under the Plan.
(d) Vesting Conditions. Each Award of Restricted Stock shall become
vested, in full or in installments, upon satisfaction of the conditions
specified in the Restricted Stock Agreement. A Restricted Stock Agreement
may provide for accelerated vesting in the event of the Participant's
death, Disability or retirement or other events.
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(e) Assignment or Transfer of Restricted Stock. Except as provided in
Section 12, or in a Restricted Stock Agreement, or as required by
applicable law, a Restricted Stock granted under the Plan shall not be
anticipated, assigned, attached, garnished, optioned, transferred or made
subject to any creditor's process, whether voluntarily, involuntarily or by
operation of law. Any act in violation of this Section 8(e) shall be void.
However, this Section 8(e) shall not preclude a Participant from
designating a beneficiary who will receive any outstanding Restricted
Stocks in the event of the Participant's death, nor shall it preclude a
transfer of Restricted Stocks by will or by the laws of descent and
distribution.
(f) Trusts. Neither this Section 8 nor any other provision of the Plan
shall preclude a Participant from transferring or assigning Restricted
Stock to (a) the trustee of a trust that is revocable by such Participant
alone, both at the time of the transfer or assignment and at all times
thereafter prior to such Participant's death, or (b) the trustee of any
other trust to the extent approved in advance by the Committee in writing.
A transfer or assignment of Restricted Stock from such trustee to any
person other than such Participant shall be permitted only to the extent
approved in advance by the Committee in writing, and Restricted Stock held
by such trustee shall be subject to all of the conditions and restrictions
set forth in the Plan and in the applicable Restricted Stock Agreement, as
if such trustee were a party to such Agreement.
(g) Voting and Dividend Rights. The holders of Restricted Stock awarded
under the Plan shall have the same voting, dividend and other rights as the
Company's other stockholders. A Restricted Stock Agreement, however, may
require that the holders of Restricted Stock invest any cash dividends
received in additional Restricted Stock. Such additional Restricted Stock
shall be subject to the same conditions and restrictions as the Award with
respect to which the dividends were paid. Such additional Restricted Stock
shall not reduce the number of Shares available under Section 5.
SECTION 9. ADJUSTMENT UPON CERTAIN EVENTS.
(a) Generally. In the event of any change in the outstanding Shares after
the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of Shares or other corporate exchange or any
distribution to shareholders of Shares other than regular cash dividends or
any transactions similar to the foregoing, the Committee shall make such
appropriate and equitable adjustment as it deems necessary in the number
and kind of Shares or other securities issued or reserved for issuance
under the Plan or pursuant to an outstanding Award or in the Exercise Price
of any outstanding Award. Any such adjustment made by the Committee shall
be final and binding upon the Optionee, the Company and all other
interested persons.
(b) Merger, Reorganization or Change in Control. In the event the Company
is party to a merger or other reorganization, or in the event of a Change
in Control, outstanding Awards shall be subject to the agreement of merger
or reorganization, and the Committee shall make such appropriate and
equitable adjustment as it deems
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necessary in the number and kind of Shares or other securities issued or
reserved for issuance under the Plan or pursuant to an outstanding Award or
in the Exercise Price of any outstanding Award. Any such adjustment made by
the Committee shall be final and binding upon the Optionee, the Company and
all other interested persons.
(c) Tracking Stock. At the discretion of the Optionee, the Option shall be
exercisable either for a percentage of Shares of common stock of the
Company or for a percentage of shares of the Tracking Stock equal to the
percentage of Shares subject to the Option, after taking into account the
value of Company Inter-Group Interests of Global Crossing Ltd. in the
Company, subject to such appropriate and equitable adjustment as the
Committee deems necessary in the number and kind of Shares or other
securities issued or reserved for issuance under the Plan or pursuant to an
outstanding Award or in the Exercise Price of any outstanding Award, but
without any adverse effect upon the Optionee. As used herein, "Inter-Group
Interests" has the meaning given in that certain Certificate of
Designations attached as a schedule to the Bye Laws of Global Crossing Ltd.
(d) Participant Rights. Except as provided in this Section 9, a
Participant shall have no rights by reason of any issue by the Company of
stock of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment
of any stock dividend or any other increase or decrease in the number of
shares of stock of any class.
SECTION 10. LIMITATIONS ON RIGHTS.
(a) Retention Rights. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the Company, a Parent, a Subsidiary or an
Affiliate. The Company and its Parents and Subsidiaries and Affiliates
reserve the right to terminate the Service of any person at any time, and
for any reason, subject to applicable laws, the Company's Certificate of
Incorporation and Bylaws and a written employment agreement (if any).
(b) Stockholders' Rights. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Shares
covered by his or her Award prior to the issuance of a stock certificate
for such Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate
is issued, except as expressly provided in Section 9.
(c) Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Shares under the
Plan shall be subject to all applicable laws, rules and regulations and
such approval by any regulatory body as may be required. The Company
reserves the right to restrict, in whole or in part, the delivery of Shares
pursuant to any Award prior to the satisfaction of all legal requirements
relating to the issuance of such Shares, to their registration,
qualification or listing or to an exemption from registration,
qualification or listing.
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SECTION 11. WITHHOLDING TAXES.
(a) General. A Participant shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise
in connection with his or her Award. The Company shall not be required to
issue any Shares or make any cash payment under the Plan until such
obligations are satisfied.
(b) Share Withholding. If a public market for the Company's Shares exists,
the Committee may permit a Participant to satisfy all or part of his or her
withholding or income tax obligations by having the Company withhold all or
a portion of any Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Shares that he or she previously
acquired. Such Shares shall be valued at their Fair Market Value on the
date when taxes otherwise would be withheld in cash. Any payment of taxes
by assigning Shares to the Company may be subject to restrictions,
including, but not limited to, any restrictions required by rules of the
Securities and Exchange Commission.
SECTION 12. DURATION AND AMENDMENTS.
(a) Term of the Plan. The Plan, as set forth herein, shall become
effective as of the date of its adoption by the Company's Board of
Directors, subject to ratification by the Board and the stockholders of the
Company and Global Crossing Ltd. In the event that the stockholders of the
Company and of Global Crossing Ltd. fail to approve the Plan within twelve
(12) months after its adoption, any ISOs awarded shall be null and void and
no additional ISOs shall be awarded. To the extent required by applicable
law, the Plan shall terminate on the date that is ten (10) years after its
adoption by the Board and may be terminated on any earlier date pursuant to
Section 13(b).
(b) Right to Amend or Terminate the Plan. The Board may amend or terminate
the Plan at any time and for any reason. The termination of the Plan, or
any amendment thereof, shall not affect adversely any Award previously
granted under the Plan. No Awards shall be granted under the Plan after the
Plan's termination. An amendment of the Plan shall be subject to the
approval of the Company's stockholders and the stockholders of Global
Crossing Ltd. only to the extent required by applicable laws, regulations
or rules.
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SECTION 13. EXECUTION.
To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this Plan on behalf of the Company.
GLOBALCENTER INC.
By __________________________________________
Mark J. Coleman
Executive Vice President & General Counsel
GLOBAL CROSSING LTD.
By ________________________________________
James C. Gorton
Senior Vice President & General Counsel
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<TABLE>
<S> <C>
SECTION 1. INTRODUCTION............................................ 1
SECTION 2. DEFINITIONS............................................. 1
(a) "Affiliate"............................................. 1
(b) "Award"................................................. 1
(c) "Board"................................................. 1
(d) "Change In Control"..................................... 1
(e) "Code".................................................. 2
(f) "Committee"............................................. 3
(g) "Common Stock".......................................... 3
(h) "Company"............................................... 3
(i) "Consultant"............................................ 3
(j) "Director".............................................. 3
(k) "Disability"............................................ 3
(l) "Employee".............................................. 3
(m) "Exchange Act".......................................... 3
(n) "Exercise Price"........................................ 3
(o) "Fair Market Value"..................................... 3
(p) "Grant"................................................. 4
(q) "Incentive Stock Option" or "ISO"....................... 4
(r) "Nonstatutory Stock Option" or "NSO".................... 4
(s) "Option"................................................ 4
(t) "Optionee".............................................. 4
(u) "Parent"................................................ 4
(v) "Participant"........................................... 4
(w) "Plan".................................................. 4
(x) "Restricted Stock"...................................... 4
(y) "Restricted Stock Agreement"............................ 4
(z) "Qualified Public Offering"............................. 4
(aa) "Securities Act"........................................ 4
(bb) "Service"............................................... 4
(cc) "Stock"................................................. 4
(dd) "Stock Option Agreement"................................ 4
(ee) "Subsidiary"............................................ 4
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(ff) "Termination Without Cause"............................... 5
(gg) "10-Percent Shareholder".................................. 5
SECTION 3. ADMINISTRATION............................................ 5
(a) Committee Composition..................................... 5
(b) Authority of the Committee................................ 6
(c) Indemnification........................................... 6
(d) Financial Reports......................................... 7
SECTION 4. ELIGIBILITY............................................... 7
(a) General Rules............................................. 7
(b) Incentive Stock Options................................... 7
SECTION 5. SHARES SUBJECT TO PLAN.................................... 7
(a) Basic Limitation.......................................... 7
(b) Additional Shares......................................... 7
(c) Dividend Equivalents...................................... 7
(d) Limits on Options and SARs................................ 7
(e) Limits on Restricted Stock................................ 7
SECTION 6. TERMS AND CONDITIONS OF OPTIONS........................... 8
(a) Stock Option Agreement.................................... 8
(b) Number of Shares.......................................... 8
(c) Exercise Price............................................ 8
(d) Exercisability and Term................................... 8
(e) Modifications or Assumption of Options.................... 8
(f) Transferability of Options................................ 8
(g) Restrictions on Transfer.................................. 9
SECTION 7. PAYMENT FOR OPTION SHARES................................. 9
(a) General Rule.............................................. 9
(b) Same Day Sale............................................. 9
SECTION 8. TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK....... 9
(a) Time, Amount and Form of Awards........................... 9
(b) Restricted Stock Agreement................................ 9
(c) Payment for Restricted Stock.............................. 9
(d) Vesting Conditions........................................ 9
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(e) Assignment or Transfer of Restricted Stock.............. 10
(f) Trusts.................................................. 10
(g) Voting and Dividend Rights.............................. 10
SECTION 9. ADJUSTMENT ON CERTAIN EVENTS............................ 10
(a) Adjustments............................................. 10
(b) Participant Rights...................................... 11
SECTION 10. EFFECT OF A CHANGE IN CONTROL........................... 11
(a) Merger or Reorganization................................ 11
(b) Acceleration............................................ 11
SECTION 11. LIMITATIONS ON RIGHTS................................... 11
(a) Retention Rights........................................ 11
(b) Stockholders' Rights.................................... 11
(c) Regulatory Requirements................................. 11
SECTION 12. WITHHOLDING TAXES....................................... 12
(a) General................................................. 12
(b) Share Withholding....................................... 12
SECTION 13. DURATION AND AMENDMENTS................................. 12
(a) Term of the Plan........................................ 12
(b) Right to Amend or Terminate the Plan.................... 12
SECTION 14. EXECUTION............................................... 13
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