As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
AMDOCS LIMITED
(Exact name of Registrant as specified in its charter)
Island of Guernsey Not Applicable
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands
011-44-1481-728444
(Address of Principal Executive Offices)
------------
ITDS 1996 STOCK INCENTIVE PLAN
ITDS 1997 STOCK INCENTIVE PLAN
ITDS 1998 STOCK INCENTIVE PLAN
ITDS 1999 STOCK INCENTIVE PLAN
(Full title of the Plan)
------------
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Attention: Thomas G. O'Brien, Treasurer
(314) 212-8328
(Name, address and telephone number, including area
code, of agent for service)
------------
Copies to:
ROBERT A. SCHWED, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
(212) 841-5700
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
- --------------------------------------------------------------------------------
Ordinary Shares,
L0.01 par value 1,108,524(1) $34.3125 $38,036,230 $10,574
================================================================================
(1) Pursuant to the Agreement and Plan of Merger dated as of September 3,
1999, among the Registrant, Ivan Acquisition Corp. and International
Telecommunication Data Systems, Inc. ("ITDS"), the Registrant assumed
all of the outstanding options to purchase common stock of ITDS under
the ITDS 1996, 1997, 1998 and 1999 Stock Incentive Plans, and such
options became exercisable to purchase ordinary shares of the
Registrant, with appropriate adjustments to the number of shares and
exercise price of each assumed option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and
low sale prices of Amdocs' ordinary shares on the New York Stock
Exchange as of a date (November 23, 1999) within five business days
prior to filing this Registration Statement.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission"):
1. The Registrant's Annual Report filed on Form 20-F for the fiscal
year ended September 30, 1998 as filed with the Commission on January 15, 1999.
2. The Registrant's Quarterly Reports on Form 6-K for the quarterly
period ended June 30, 1999 as filed with the Commission on August 12, 1999, for
the quarterly period ended March 31, 1999 as filed with the Commission on May
19, 1999, and for the quarterly period ended December 31, 1998 as filed with the
Commission on February 16, 1999.
3. The description of the Registrant's Ordinary Shares contained in
the Registrant's Registration Statement on Form 8-A as filed with the Commission
on June 17, 1998, including any amendment or report filed for updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Guernsey law permits a company's articles of association to provide
provide for the indemnification of officers and directors except to the extent
that such a provision may be held by the courts of Guernsey to be contrary to
public policy (for instance, for purporting to provide indemnification against
the consequences of committing a crime) and except to the extent that Guernsey
law prohibits the indemnification of any director against any specific
provisions of Guernsey Company law under which personal liability may be imposed
or incurred.
Under the Registrant's Articles of Association, the Registrant is
obligated to indemnify any person who is made or threatened to be made a party
to a legal or administrative proceeding by virtue of being a director, officer
or agent of the Registrant, provided that the Registrant has no such obligation
to indemnify any such persons for any claims they incur or sustain by or through
their own willful act or default.
The Registrant has entered into an indemnity agreement with its
directors and some of its officers, under which the Registrant has agreed to pay
the indemnified party the amount of Loss (as defined therein) suffered by that
party due to claims made against that party for a Wrongful Act (as defined
therein).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 ITDS 1996 Stock Incentive Plan.
4.2 ITDS 1997 Stock Incentive Plan.
4.3 ITDS 1998 Stock Incentive Plan.
4.4 ITDS 1999 Stock Incentive Plan.
5 Opinion of Carey Langlois with respect to the legality of the
securities being registered.
23.1 Consent of Carey Langlois (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
<PAGE>
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 30th day of
November, 1999.
AMDOCS LIMITED
By: /s/ BRUCE K. ANDERSON
-------------------------------------
Bruce K. Anderson
Chief Executive Officer and
Chairman of the Board
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce K. Anderson, Robert A. Minicucci
and Thomas G. O'Brien, and each of them singly (with full power to each of them
to act alone), as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
other Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURES TITLE DATE
/S/ BRUCE K. ANDERSON Chief Executive Officer November 30, 1999
- ---------------------- and Chairman of the Board
Bruce K. Anderson
/S/ ROBERT A. MINICUCCI Chief Financial Officer November 30, 1999
- ---------------------- and Director
Robert A. Minicucci
/S/ ADRIAN GARDNER Director November 30, 1999
- ----------------------
Adrian Gardner
/S/ STEPHEN HERMER Director November 30, 1999
- ----------------------
Stephen Hermer
/S/ JAMES KAHAN Director November 30, 1999
- ----------------------
James Kahan
<PAGE>
/S/ PAZ LITTMAN Director November 30, 1999
- ----------------------
Paz Littman
/S/ AVINOAM NAOR Director November 30, 1999
- ----------------------
Avinoam Naor
/S/ JOHN T.MCLENNAN Director November 30, 1999
- ----------------------
John T. McLennan
/S/ LAWRENCE PERLMAN Director November 30, 1999
- ----------------------
Lawrence Perlman
Director November 30, 1999
- ----------------------
Michael J. Price
/S/ URS SUTER Director November 30, 1999
- ----------------------
Urs Suter
/S/ THOMAS G. O'BRIEN Amdocs Limited's Authorized November 30, 1999
- ---------------------- Representative in the United
Thomas G. O'Brien States
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 ITDS 1996 Stock Incentive Plan.
4.2 ITDS 1997 Stock Incentive Plan.
4.3 ITDS 1998 Stock Incentive Plan.
4.4 ITDS 1999 Stock Incentive Plan.
5. Opinion of Carey Langlois with respect to the legality of the
securities being registered.
23.1. Consent of Carey Langlois (included in Exhibit 5).
23.2. Consent of Ernst & Young LLP, independent auditors.
24. Powers of Attorney (included on signature page).
Exhibit 4.1
INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC.
1996 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this 1996 Stock Incentive Plan (the "Plan") of International
Telecommunication Data Systems, Inc., a Delaware corporation (the "Company"), is
to enhance the profitability of the Company for the benefit of the stockholders
by providing equity ownership opportunities and performance-based incentives to
attract, retain and motivate key employees, directors, consultants and others
who make important contributions to the Company, and to better align their
interests with those of the stockholders. Except where the context otherwise
requires, the term "Company" shall include all present and future subsidiaries
of International Telecommunication Data Systems, Inc. as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code") (a "Subsidiary").
2. ELIGIBILITY
All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, stock appreciation rights,
performance shares, restricted stock, or other stock based awards (each, an
"Award") under the Plan. Any person who has been granted an Award under the Plan
shall be deemed a "Participant".
3. ADMINISTRATION, DELEGATION
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable
from time to time, to interpret the provisions of the Plan, and to correct any
defects in the Plan or an Award. No member of the Board shall be liable for any
action or determination relating to the Plan made in good faith. All decisions
by the Board shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award.
(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards an exercise such other powers under the Plan as
the Board may determine, provided that the Board shall fix the maximum amount of
such Awards to be made by such executive officers and a maximum amount for any
one Participant.
<PAGE>
(c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees, each consisting of not less than two members of the
Board (a "Committee"). If and when the common stock, $.0l par value per Share,
of the Company (the "Common Stock") is registered under the Securities Exchange
Act of 1934 (the "Exchange Act"), the Board shall appoint one such Committee,
each member of which shall be a "outside director" within the meaning of Section
162(m) of Code ("Section 162(m)") and a "non-employee director" as defined in
Rule 16b-3 promulgated under the Exchange Act. All references to the Board in
the Plan shall mean a Committee or the Board or the Executive Officer referred
to in Section 3(b) to the extent of such delegation.
4. STOCK AVAILABLE FOR AWARDS
(a) NUMBER OF SHARES. Subject to adjustment under Section 4(c) below,
Awards may be made under the Plan for up to 1,000,000 shares of Common Stock. If
any Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by such Award shall
again be available for the grant of Awards under the Plan, subject, however, in
the case of Incentive Stock Options (as defined hereinafter), to any limitation
required under the Code. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.
(b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section 4(c), for
Awards granted after the Common Stock is registered under the Exchange Act, the
maximum number of shares with respect to which an Award may be granted to any
Participant under the Plan shall be 250,000 per calendar year. The per
Participant limit described in this Section 4(b) shall be construed and applied
consistent with Section 162(m).
(c) ADJUSTMENT TO COMMON STOCK. In the event that the Board, in its sole
discretion, determines that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, split-up, spin-off or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board may equitably adjust any or all of (i)
the total number and kind of shares issuable under the Plan, (ii) the number and
kind of shares subject to Awards then outstanding, and (iii) the exercise,
conversion price or other terms with respect to any outstanding Award. The
number of shares resulting from any such adjustment shall always be a whole
number.
<PAGE>
5. STOCK OPTIONS
(a) GENERAL. Subject to the provisions of the Plan, the Board may grant
options to purchase Common Stock (an "Option") and determine the number of
shares of Common Stock to be covered by each Option, the exercise price of such
Option and the conditions and limitations applicable to the exercise of such
Option, including conditions relating to applicable federal or state securities
laws, as it considers necessary or advisable. An Option which is not intended to
be an Incentive Stock Option (as defined hereinafter) shall be designated a
"Nonstatutory Stock Option".
(b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistent with the requirements of Section
422 of the Code.
(c) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.
(d) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.
(e) EXERCISE OF OPTION. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.
(f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may otherwise determine or provide in an
Option, delivery of an irrevocable and unconditional undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price;
(3) to the extent permitted by the Board at or after the grant of the
Option (i) by delivery of shares of Common Stock owned by the Participant valued
at their fair market value as determined by the Board in good faith ("Fair
Market Value"), (ii) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (iii) payment of such other lawful
consideration as the Board may determine; or
<PAGE>
(4) any combination of the above permitted forms of payment.
6. STOCK APPRECIATION RIGHTS
(a) GRANT AND PAYMENT. The Board may grant Awards entitling recipients on
exercise of such Awards to receive an amount, in cash or Common Stock or a
combination thereof (such form to be determined by the Board), determined in
whole or in part by reference to appreciation in the Fair Market Value of the
Common Stock between the date of grant of the Award and the exercise of the
Award (a "Stock Appreciation Right" or an 'SAR"). The Board in its sole
discretion shall determine the terms and conditions of any SAR.
(b) GRANT OF SARS IN TANDEM WITH OPTIONS. SARs may be granted in tandem
with, or independently of, Options granted under the Plan. If an SAR is granted
in tandem with an Option, the exercise of the Option shall cause a proportional
reduction in SARs outstanding to a Participant's credit which were granted in
tandem with the Option; and the payment of SARs shall cause a proportional
reduction of the shares of Common Stock under such Option. An SAR granted in
tandem with an Incentive Stock Option shall have such terms and conditions as
sl-iall be required for the incentive stock option to qualify as an Incentive
Stock Option.
7. PERFORMANCE SHARES
The Board may make Awards entitling recipients to acquire shares of Common
Stock on a future date upon the attainment of specified performance goals
("Performance Share Awards"). The Board may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. The Board in its sole discretion shall determine the performance goals,
the periods during which performance is to be measured, and all other terms and
conditions applicable to a Performance Share Award.
8. RESTRICTED STOCK
(a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price (or to require forfeiture of such
shares if issued at no cost) from the recipient in the event that conditions
specified by the Board in the applicable Award are not satisfied prior to the
end of the applicable restriction period or periods established by the Board for
such Award ("Restricted Stock Award").
<PAGE>
(b) TERMS AND CONDITIONS. The Board in its sole discretion shall
determine the terms and conditions of any such Restricted Stock Award, including
the conditions for repurchase (or forfeiture) and the issue price, if any. Any
stock certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in
blank, with the Company (or its designee). At the expiration of the restriction
period, the Company (or such designee) shall deliver such certificates to the
Participant or if the Participant has died, to the beneficiary designated by a
Participant, in a manner determined by the Board, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
'Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.
9. OTHER STOCK BASED AWARDS
The Board shall have the right to grant other Awards based upon the Common
Stock, including the grant of shares based upon certain conditions and the grant
of securities convertible into Common Stock.
10. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to Participant, to the extent
relevant in the context, shall include references to authorized transferees.
(b) DOCUMENTATION. Each Award under the Plan shall be evidenced by an
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.
(c) BOARD DISCRETION. Except as otherwise provided by the Plan, each type
of Award may be made alone, in addition to or in relation to any other type of
Award. The terms of each type of Award need not be identical, and the Board need
not treat Participants uniformly.
(d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability', death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
<PAGE>
(e) MERGERS, ETC.
(1) CONSEQUENCES OF MERGERS, ETC. Upon the occurrence of an
Acquisition Event (as defined below), all outstanding Awards shall terminate,
provided that at least 10 days prior to the effective date of such Acquisition
Event, the Board shall either (i) if there is a surviving or acquiring
corporation, arrange, subject to consummation of the Acquisition Event, to have
that corporation or an affiliate of that corporation grant to Participants
replacement Awards (or assume the Awards of the Company) which in the case of
Incentive Stock Options satisfy, in the determination of the Board the,
requirements of Section 424(a) of the Code, or (ii) provide that all outstanding
Awards will become exercisable, realizable or vested in full immediately prior
to the effective date of such Acquisition Event. An "Acquisition Event" shall
mean (a) any merger or consolidation which results in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) less than fifty percent of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; (b) any sale of all or
substantially all of the assets of the Company or (c) the complete liquidation
of the Company.
(2) ASSUMPTION OF OPTIONS UPON MERGERS, ETC. The Board may grant
Awards under the Plan in substitution for stock and stock based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.
(f) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of Awards to such Participant -under the Plan no later
than the date of the event creating the tax liability. In the Board's
discretion, and subject to such conditions as the Board may establish, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value. The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to a Participant.
(g) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, converting an Incentive Stock Option to a Nonstatutory Stock
<PAGE>
Option, and accelerating the exercise or vesting of any Award, provided that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
(h) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws, stock exchange or stock market rules
and regulations, and (iii) the Participant has executed and delivered to the
Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws.
11. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or other-wise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder thereof.
(c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is approved by the stockholders of the Company. Grants of
Awards under the Plan may be made prior to that date (but contemporaneous with
or after Board adoption of the Plan), subject to approval of the Plan by such
stockholders. No Awards shall be granted under the Plan after the completion of
ten years from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by Shareholders, but Awards
previously granted may extend beyond that date.
(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if (i) such approval is necessary to comply with
<PAGE>
any applicable tax or regulatory requirements, including any securities laws,
stock exchange or stock market rules, or (ii) such amendment increases the
number of shares of Common Stock available under the Plan pursuant to Section
4(a), other than such increases authorized under Section 4(c). Amendments
requiring stockholder approval shall become effective when adopted by the Board,
but no Award granted after the date of such amendment shall become exercisable
or vested (to the extent that such amendment to the Plan was required to grant
such Award to a particular Participant) unless and until such amendment shall
have been approved by the Company's stockholders. If such stockholder approval
is not obtained within twelve months of the Board's adoption of such amendment,
any Award granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such Award to a particular Participant.
(e) STOCKHOLDER APPROVAL. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the bylaws
of the Company, unless otherwise required by applicable tax or regulatory laws,
including Sections 162(m) and 422 of the Code, securities laws, and stock
exchange and stock market rules.
(f) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
Exhibit 4.2
International Telecommunication Data Systems, Inc.
1997 STOCK INCENTIVE PLAN
AS AMENDED ON DECEMBER 24, 1997
1. PURPOSE
The purpose of this 1997 Stock Incentive Plan (the "Plan") of International
Telecommunication Data Systems, Inc., a Delaware corporation (the "Company"), is
to enhance the profitability of the Company for the benefit of the stockholders
by providing equity ownership opportunities and performance-based incentives to
attract, retain and motivate key employees, consultants and others who make
important contributions to the Company, and to better align their interests with
those of the stockholders. Except where the context otherwise requires, the term
"Company" shall include all present and future subsidiaries of International
Telecommunication Data Systems, Inc. as defined in Section 424(o of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated thereunder
(the "Code") (a "Subsidiary").
2. ELIGIBILITY
All of the Company's employees, consultants and advisors (other than the
officers and directors) are eligible to be granted options, stock appreciation
rights, performance shares, restricted stock, or other stock based awards (each,
an "Award") under the Plan. Any person who has been granted an Award under the
Plan shall be deemed a "Participant".
3. ADMINISTRATION, DELEGATION
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable
from time to time, to interpret the provisions of the Plan, and to correct any
defects in the Plan or an Award. No member of the Board shall be liable for any
action or determination relating to the Plan made in good faith. All decisions
by the Board shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award.
(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum amount
of such Awards to be made by such executive officers and a maximum amount for
any one Participant.
<PAGE>
(c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees, each consisting of not less than two members of the
Board (a "Committee"). If and when the common stock, $.01 par value per share,
of the Company (the "Common Stock") is registered under the Securities Exchange
Act of 1934 (the "Exchange Act"), the Board shall appoint one such Committee,
each member of which shall be a "outside director" within the meaning of Section
162(m) of Code ("Section 162(m)") and a "non-employee director" as defined in
Rule 16b-3 promulgated under the Exchange Act. All references to the Board in
the Plan shall mean a Committee or the Board or the Executive Officer referred
to in Section 3(b) to the extent of such delegation.
4. STOCK AVAILABLE FOR AWARDS
(a) NUMBER OF SHARES. Subject to adjustment under Section 4(c) below,
Awards may be made under the Plan for up to 750,000 shares of Common Stock. If
any Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by such Award shall
again be available for the grant of Awards under the Plan. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.
(b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section 4(c), for
Awards granted after the Common Stock is registered under the Exchange Act, the
maximum number of shares with respect to which an Award may be granted to any
Participant under the Plan shall be 250,000 per calendar year. The per
Participant limit described in this Section 4(b) shall be construed and applied
consistent with Section 162(m).
(c) ADJUSTMENT TO COMMON STOCK. In the event that the Board, in its sole
discretion, determines that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, split-up, spin-off or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board may equitably adjust any or all of (i)
the total number and kind of shares issuable under the Plan, (ii) the number and
kind of shares subject to Awards then outstanding, and (iii) the exercise,
conversion price or other terms with respect to any outstanding Award. The
number of shares resulting from any such adjustment shall always be a whole
number.
<PAGE>
5. STOCK OPTIONS
(a) GENERAL. Subject to the provisions of the Plan, the Board may grant
options to purchase Common Stock (an "Option") and determine the number of
shares of Common Stock to be covered by each Option, the exercise price of such
Option and the conditions and limitations applicable to the exercise of such
Option, including conditions relating to applicable federal or state securities
laws, as it considers necessary or advisable. No option that the Board intends
to be an "incentive stock option' as defined in Section 422 of the Code may be
granted.
(b) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.
(c) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.
(d) EXERCISE OF OPTION. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.
(e) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may otherwise determine or provide in an
Option, delivery of an irrevocable and unconditional undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price;
(3) to the extent permitted by the Board at or after the grant of the
Option (i) by delivery of shares of Common Stock owned by the Participant for at
least six months and valued at their fair market value as determined by the
Board in good faith ("Fair Market Value"), (ii) delivery of a promissory note of
the Participant to the Company on terms determined by the Board, or (iii)
payment of such other lawful consideration as the Board may determine; or
(4) any combination of the above permitted forms of payment.
<PAGE>
6. STOCK APPRECIATION RIGHTS
(a) GRANT AND PAYMENT. The Board may grant Awards entitling recipients on
exercise of such Awards to receive an amount, in cash or Common Stock or a
combination thereof (such form to be determined by the Board), determined in
whole or in part by reference to appreciation in the Fair Market Value of the
Common Stock between the date of grant of the Award and the exercise of the
Award (a 'Stock Appreciation Right" or an "SAR"). The Board in its sole
discretion shall determine the terms and conditions of any SAR.
(b) GRANT OF SARS IN TANDEM WITH OPTIONS. SARs may be granted in tandem
with, or independently of, Options granted under the Plan. If an SAR is granted
in tandem with an Option, the exercise of the Option shall cause a proportional
reduction in SARs outstanding to a Participant's credit which were granted in
tandem with the Option; and the payment of SARs shall cause a proportional
reduction of the shares of Common Stock under such Option.
7. PERFORMANCE SHARES
The Board may make Awards entitling recipients to acquire shares of Common
Stock on a future date upon the attainment of specified performance goals
("Performance Share Awards"). The Board may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. The Board in its sole discretion shall determine the performance goals,
the periods during which performance is to be measured, and all other terms and
conditions applicable to a Performance Share Award.
8. RESTRICTED STOCK
(a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price (or to require forfeiture of such
shares if issued at no cost) from the recipient in the event that conditions
specified by the Board in the applicable Award are not satisfied prior to the
end of the applicable restriction period or periods established by the Board for
such Award ("Restricted Stock Award").
(b) TERMS AND CONDITIONS. The Board in its sole discretion shall
determine the terms and conditions of any such Restricted Stock Award, including
the conditions for repurchase (or forfeiture) and the issue price, if any. Any
stock certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in
blank, with the Company (or its designee). At the expiration of the restriction
<PAGE>
period, the Company (or such designee) shall deliver such certificates to the
Participant or if the Participant has died, to the beneficiary designated by a
Participant, in a manner determined by the Board, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.
9. OTHER STOCK BASED AWARDS
The Board shall have the right to grant other Awards based upon the Common
Stock, including the grant of shares based upon certain conditions and the grant
of securities convertible into Common Stock.
10. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) TRANSFERABILILY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to Participant, to the extent
relevant in the context, shall include references to authorized transferees.
(b) DOCUMENTATION. Each Award under the Plan shall be evidenced by an
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.
(c) BOARD DISCRETION. Except as otherwise provided by the Plan, each type
of Award may be made alone, in addition to or in relation to any other type of
Award. The terms of each type of Award need not be identical, and the Board need
not treat Participants uniformly.
(d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
(e) MERGERS ETC.
(1) CONSEQUENCES OF MERGERS, ETC. Upon the occurrence of an
Acquisition Event (as defined below), all outstanding Awards shall terminate,
provided that at least 10 days prior to the effective date of such Acquisition
<PAGE>
Event, the Board shall either (i) if there is a surviving or acquiring
corporation, arrange, subject to consummation of the Acquisition Event, to have
that corporation or an affiliate of that corporation grant to Participants
replacement Awards (or assume the Awards of the Company), or (ii) provide that
all outstanding Awards will become exercisable, realizable or vested in full
immediately prior to the effective date of such Acquisition Event. An
"Acquisition Event" shall mean (a) any merger or consolidation which results in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) less than fifty percent of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; (b) any sale
of all or substantially all of the assets of the Company or (c) the complete
liquidation of the Company.
(2) ASSUMPTION OF OPTIONS UPON MERGERS, ETC. The Board may grant
Awards under the Plan in substitution for stock and stock based- awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.
(f) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of Awards to such Participant under the Plan no later
than the date of the event creating the tax liability. In the Board's
discretion, and subject to such conditions as the Board may establish, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value. The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to a Participant.
(g) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization and accelerating the exercise or vesting of any Award, provided that
the Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
(h) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
<PAGE>
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws, stock exchange or stock market rules
and regulations, and (iii) the Participant has executed and delivered to the
Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws.
11. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder thereof.
(c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is approved by the Board of Directors of the Company. No
Awards shall be granted under the Plan after the completion of ten years from
the earlier of the date on which the Plan was adopted by the Board, but Awards
previously granted may extend beyond that date.
(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirements, including any securities laws, stock
exchange or stock market rules. Amendments requiring stockholder approval shall
become effective when adopted by the Board, but no Award granted after the date
of such amendment shall become exercisable or vested (to the extent that such
amendment to the Plan was required to grant such Award to a particular
Participant) unless and until such amendment shall have been approved by the
Company's stockholders. If such stockholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Award granted on or
after the date of such amendment shall terminate to the extent that such
amendment to the Plan was required to enable the Company to grant such Award to
a particular Participant.
(e) STOCKHOLDER APPROVAL. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the bylaws
<PAGE>
of the Company, unless otherwise required by applicable tax or regulatory laws,
including Sections 162(m) and 422 of the Code, securities laws, and stock
exchange and stock market rules.
(f) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
Approved by Board of Directors
on November 23, 1997 and
amended on December 24, 1997
Exhibit 4.3
INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC.
1998 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this 1998 Stock Incentive Plan (the "Plan") of
International Telecommunication Data Systems, Inc., a Delaware corporation
(the "Company"), is to advance the interests of the Company's stockholders
by enhancing the Company's ability to attract, retain and motivate persons
who make (or are expected to make) important contributions to the Company
by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of
such persons with those of the Company's stockholders. Except where the
context otherwise requires, the term "Company" shall include any present or
future subsidiary corporations of International Telecommunication Data
Systems, Inc. as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
2. ELIGIBILITY
All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock, or other
stock-based awards (each, an "Award") under the Plan. Any person who has been
granted an Award under the Plan shall be deemed a "Participant".
3. ADMINISTRATION, DELEGATION
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.
(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
<PAGE>
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.
(c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). During the periods
when the common stock, $.01 par value per share, of the Company (the "Common
Stock") is registered under the Securities Exchange Act of 1934 (the "Exchange
Act"), the Board may appoint one such Committee of not less than two members,
each member of which shall be an "outside director" within the meaning of
Section 162(m) of the Code and a "non-employee director" as defined in Rule
16b-3 promulgated under the Exchange Act." All references in the Plan to the
"Board" shall mean the Board or a Committee of the Board or the executive
officer referred to in Section 3(b) to the extent that the Board's powers or
authority under the Plan have been delegated to such Committee or executive
officer.
4. STOCK AVAILABLE FOR AWARDS
(a) NUMBER OF SHARES. Subject to adjustment under Section 4(c), Awards
may be made under the Plan for up to 1,125,000 shares of Common Stock provided
that Awards for no more than 100,000 shares of Common Stock (other than options
granted with an exercise price equal to 100% of fair market value) may be issued
in any one calendar year. If any Award expires or is terminated, surrendered or
canceled without having been fully exercised or is forfeited in whole or in part
or results in any Common Stock not being issued, the unused Common Stock covered
by such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter
defined), to any limitation required under the Code. Shares issued under the
Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.
(b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section 4(c), the
maximum number of shares with respect to which an Award may be granted to any
Participant under the Plan shall be 200,000 per calendar year. The
per-participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.
(c) ADJUSTMENT TO COMMON STOCK. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under this Plan, (ii) the number and class of security and exercise price per
share subject to each outstanding Option, (iii) the repurchase price per
<PAGE>
security subject to each outstanding Restricted Stock Award, and (iv) the terms
of each other outstanding stock-based Award shall be appropriately adjusted by
the Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or substitution)
is necessary and appropriate. If this Section 4(c) applies and Section 8(e)(1)
also applies to any event, Section 8(e)(1) shall be applicable to such event,
and this Section 4(c) shall not be applicable.
5. STOCK OPTIONS
(a) GENERAL. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".
(b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.
(c) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.
(d) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement. No Option will be granted for a term in excess of
10 years.
(e) EXERCISE OF OPTION. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.
(f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may otherwise provide in an Option Agreement,
by (i) delivery of an irrevocable and unconditional undertaking by a
<PAGE>
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price, (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price, or
(iii) delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by the Board in good faith ("Fair Market
Value"), which Common Stock was owned by the Participant at least six months
prior to such delivery;
(3) to the extent permitted by the Board and explicitly provided in
an Option Agreement (i) by delivery of a promissory note of the Participant to
the Company on terms determined by the Board, or (ii) by payment of such other
lawful consideration as the Board may determine; or
(4) any combination of the above permitted forms of payment.
6. RESTRICTED STOCK
(a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, "Restricted Stock Award").
(b) TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.
7. OTHER STOCK-BASED AWARDS
The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.
<PAGE>
8. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.
(b) DOCUMENTATION. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.
(c) BOARD DISCRETION. Except as otherwise provided by the Plan, each type
of Award may be made alone or in addition or in relation to any other type of
Award. The terms of each type of Award need not be identical, and the Board need
not treat Participants uniformly.
(d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
(e) ACQUISITION EVENTS.
(1) CONSEQUENCES OF ACQUISITION EVENTS. Upon the occurrence of an
Acquisition Event (as defined below), or the execution by the Company of any
agreement with respect to an Acquisition Event, the Board shall take any one or
more of the following actions with respect to then outstanding Awards: (i)
provide that outstanding Options shall be assumed, or equivalent Options shall
be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any such Options substituted for Incentive Stock Options
shall satisfy, in the determination of the Board, the requirements of Section
424(a) of the Code; (ii) upon written notice to the Participants, provide that
all then unexercised Options will become exercisable in full as of a specified
time (the "Acceleration Time") prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition Event, except to the
extent exercised by the Participants between the Acceleration Time and the
consummation of such Acquisition Event; (iii) in the event of an Acquisition
<PAGE>
Event under the terms of which holders of Common Stock will receive upon
consummation thereof a cash payment for each share of Common Stock surrendered
pursuant to such Acquisition Event (the "Acquisition Price"), provide that all
outstanding Options shall terminate upon consummation of such Acquisition Event
and each Participant shall receive, in exchange therefor, a cash payment equal
to the amount (if any) by which (A) the Acquisition Price multiplied by the
number of shares of Common Stock subject to such outstanding Options (whether or
not then exercisable), exceeds (B) the aggregate exercise price of such Options;
(iv) provide that all Restricted Stock Awards then outstanding shall become free
of all restrictions prior to the consummation of the Acquisition Event; and (v)
provide that any other stock-based Awards outstanding (A) shall become
exercisable, realizable or vested in full, or shall be free of all conditions or
restrictions, as applicable to each such Award, prior to the consummation of the
Acquisition Event, or (B), if applicable, shall be assumed, or equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof).
An "Acquisition Event" shall mean: (a) any merger or consolidation which
results in the voting securities of the Company outstanding immediately prior
thereto representing immediately thereafter (either by remaining outstanding or
by being converted into voting securities of the surviving or acquiring entity)
less than 50% of the combined voting power of the voting securities of the
Company or such surviving or acquiring entity outstanding immediately after such
merger or consolidation; (b) any sale of all or substantially all of the assets
of the Company; or (c) the complete liquidation of the Company.
(2) ASSUMPTION OF OPTIONS UPON CERTAIN EVENTS. The Board may grant
Awards under the Plan in substitution for stock and stock-based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.
(f) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.
(g) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
<PAGE>
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.
(h) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
(i) ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of all restrictions or that any other stock-based
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.
9. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
(c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant designated as subject to Section 162(m) by the Board shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of (i)
the date on which the Plan was adopted by the Board or (ii) the date the Plan
<PAGE>
was approved by the Company's stockholders, but Awards previously granted may
extend beyond that date.
(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no Award granted to a
Participant designated as subject to Section 162(m) by the Board after the date
of such amendment shall become exercisable, realizable or vested, as applicable
to such Award (to the extent that such amendment to the Plan was required to
grant such Award to a particular Participant), unless and until such amendment
shall have been approved by the Company's stockholders.
(e) STOCKHOLDER APPROVAL. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the
requirements of Section 162(m) of the Code.
(f) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
Exhibit 4.4
INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC.
1999 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this 1999 Stock Incentive Plan (the "Plan") of
International Telecommunication Data Systems, Inc., a Delaware corporation (the
"Company"), is to enhance the profitability of the Company for the benefit of
the stockholders by providing equity ownership opportunities and
performance-based incentives to attract, retain and motivate key employees,
consultants and others who make important contributions to the Company, and to
better align their interests with those of the stockholders. Except where the
context otherwise requires, the term "Company" shall include all present and
future subsidiaries of International Telecommunication Data Systems, Inc. as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code") (a "Subsidiary").
2. ELIGIBILITY
All of the Company's employees, consultants and advisors (other than the
officers and directors) are eligible to be granted options, stock appreciation
rights, performance shares, restricted stock, or other stock based awards (each,
an "Award") under the Plan. Any person who has been granted an Award under the
Plan shall be deemed a "Participant".
3. ADMINISTRATION, DELEGATION
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable
from time to time, to interpret the provisions of the Plan, and to correct any
defects in the Plan or an Award. No member of the Board shall be liable for any
action or determination relating to the Plan made in good faith. All decisions
by the Board shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award.
(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum amount
of such Awards to be made by such executive officers and a maximum amount for
any one Participant.
<PAGE>
(c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees, each consisting of not less than two members of the
Board (a "Committee"). If and when the common stock, $.01 par value per share,
of the Company (the "Common Stock") is registered under the Securities Exchange
Act of 1934 (the "Exchange Act"), the Board shall appoint one such Committee,
each member of which shall be a "outside director" within the meaning of Section
162(m) of Code ("Section 162(m)") and a "non-employee director" as defined in
Rule 16b-3 promulgated under the Exchange Act. All references to the Board in
the Plan shall mean a Committee or the Board or the Executive Officer referred
to in Section 3(b) to the extent of such delegation.
4. STOCK AVAILABLE FOR AWARDS
(a) NUMBER OF SHARES. Subject to adjustment under Section 4(c) below,
Awards may be made under the Plan for up to 500,000 shares of Common Stock. If
any Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by such Award shall
again be available for the grant of Awards under the Plan. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.
(b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section 4(c), for
Awards granted after the Common Stock is registered under the Exchange Act, the
maximum number of shares with respect to which an Award may be granted to any
Participant under the Plan shall be 250,000 per calendar year. The per
Participant limit described in this Section 4(b) shall be construed and applied
consistent with Section 162(m).
(c) ADJUSTMENT TO COMMON STOCK. In the event that the Board, in its sole
discretion, determines that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, split-up, spin-off or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board may equitably adjust any or all of (i)
the total number and kind of shares issuable under the Plan, (ii) the number and
kind of shares subject to Awards then outstanding, and (iii) the exercise,
conversion price or other terms with respect to any outstanding Award. The
number of shares resulting from any such adjustment shall always be a whole
number.
<PAGE>
5. STOCK OPTIONS
(a) GENERAL. Subject to the provisions of the Plan, the Board may grant
options to purchase Common Stock (an "Option") and determine the number of
shares of Common Stock to be covered by each Option, the exercise price of such
Option and the conditions and limitations applicable to the exercise of such
Option, including conditions relating to applicable federal or state securities
laws, as it considers necessary or advisable. No option that the Board intends
to be an "incentive stock option" as defined in Section 422 of the Code may be
granted.
(b) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.
(c) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.
(d) EXERCISE OF OPTION. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.
(e) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may otherwise determine or provide in an
Option, delivery of an irrevocable and unconditional undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price;
(3) to the extent permitted by the Board at or after the grant of the
Option (i) by delivery of shares of Common Stock owned by the Participant for at
least six months and valued at their fair market value as determined by the
Board in good faith ("Fair Market Value"), (ii) delivery of a promissory note of
the Participant to the Company on terms determined by the Board, or (iii)
payment of such other lawful consideration as the Board may determine; or
(4) any combination of the above permitted forms of payment.
<PAGE>
6. STOCK APPRECIATION RIGHTS
(a) GRANT AND PAYMENT. The Board may grant Awards entitling recipients on
exercise of such Awards to receive an amount, in cash or Common Stock or a
combination thereof (such form to be determined by the Board), determined in
whole or in part by reference to appreciation in the Fair Market Value of the
Common Stock between the date of grant of the Award and the exercise of the
Award (a "Stock Appreciation Right" or an "SAR"). The Board in its sole
discretion shall determine the terms and conditions of any SAR.
(b) GRANT OF SARS IN TANDEM WITH OPTIONS. SARs may be granted in tandem
with, or independently of, Options granted under the Plan. If an SAR is granted
in tandem with an Option, the exercise of the Option shall cause a proportional
reduction in SARs outstanding to a Participant's credit which were granted in
tandem with the Option; and the payment of SARs shall cause a proportional
reduction of the shares of Common Stock under such Option.
7. PERFORMANCE SHARES
The Board may make Awards entitling recipients to acquire shares of Common
Stock on a future date upon the attainment of specified performance goals
("Performance Share Awards"). The Board may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. The Board in its sole discretion shall determine the performance goals,
the periods during which performance is to be measured, and all other terms and
conditions applicable to a Performance Share Award.
8. RESTRICTED STOCK
(a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price (or to require forfeiture of such
shares if issued at no cost) from the recipient in the event that conditions
specified by the Board in the applicable Award are not satisfied prior to the
end of the applicable restriction period or periods established by the Board for
such Award ("Restricted Stock Award").
(b) TERMS AND CONDITIONS. The Board in its sole discretion shall
determine the terms and conditions of any such Restricted Stock Award, including
the conditions for repurchase (or forfeiture) and the issue price, if any. Any
stock certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in
blank, with the Company (or its designee). At the expiration of the restriction
<PAGE>
period, the Company (or such designee) shall deliver such certificates to the
Participant or if the Participant has died, to the beneficiary designated by a
Participant, in a manner determined by the Board, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.
9. OTHER STOCK BASED AWARDS
The Board shall have the right to grant other Awards based upon the Common
Stock, including the grant of shares based upon certain conditions and the grant
of securities convertible into Common Stock.
10. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to Participant, to the extent
relevant in the context, shall include references to authorized transferees.
(b) DOCUMENTATION. Each Award under the Plan shall be evidenced by an
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.
(c) BOARD DISCRETION. Except as otherwise provided by the Plan, each type
of Award may be made alone, in addition to or in relation to any other type of
Award. The terms of each type of Award need not be identical, and the Board need
not treat Participants uniformly.
(d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
(e) MERGERS, ETC.
(1) CONSEQUENCES OF MERGERS, ETC. Upon the occurrence of an
Acquisition Event (as defined below), all outstanding Awards shall terminate,
provided that at least 10 days prior to the effective date of such Acquisition
<PAGE>
Event, the Board shall either (i) if there is a surviving or acquiring
corporation, arrange, subject to consummation of the Acquisition Event, to have
that corporation or an affiliate of that corporation grant to Participants
replacement Awards (or assume the Awards of the Company), or (ii) provide that
all outstanding Awards will become exercisable, realizable or vested in full
immediately prior to the effective date of such Acquisition Event. An
"Acquisition Event" shall mean (a) any merger or consolidation which results in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) less than fifty percent of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; (b) any sale
of all or substantially all of the assets of the Company or (c) the complete
liquidation of the Company.
(2) ASSUMPTION OF OPTIONS UPON MERGERS, ETC. The Board may grant
Awards under the Plan in substitution for stock and stock based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.
(f) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of Awards to such Participant under the Plan no later
than the date of the event creating the tax liability. In the Board's
discretion, and subject to such conditions as the Board may establish, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value. The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to a Participant.
(g) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization and accelerating the exercise or vesting of any Award, provided that
the Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
(h) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
<PAGE>
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws, stock exchange or stock market rules
and regulations, and (iii) the Participant has executed and delivered to the
Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws.
11. MISCELLANEOUS
(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder thereof.
(c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is approved by the Board of Directors of the Company. No
Awards shall be granted under the Plan after the completion of ten years from
the earlier of the date on which the Plan was adopted by the Board, but Awards
previously granted may extend beyond that date.
(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirements, including any securities laws, stock
exchange or stock market rules. Amendments requiring stockholder approval shall
become effective when adopted by the Board, but no Award granted after the date
of such amendment shall become exercisable or vested (to the extent that such
amendment to the Plan was required to grant such Award to a particular
Participant) unless and until such amendment shall have been approved by the
Company's stockholders. If such stockholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Award granted on or
after the date of such amendment shall terminate to the extent that such
amendment to the Plan was required to enable the Company to grant such Award to
a particular Participant.
(e) STOCKHOLDER APPROVAL. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the bylaws
<PAGE>
of the Company, unless otherwise required by applicable tax or regulatory laws,
including Sections 162(m) and 422 of the Code, securities laws, and stock
exchange and stock market rules.
(f) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
Approved by Board of Directors
on February 16, 1999
Exhibit 5
(Letterhead of Carey Langlois)
Amdocs Limited
Tower Hill House
The Bordage
St. Peter Port
Guernsey
November 30, 1999
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Sirs:
We have acted as counsel to Amdocs Limited, a corporation organised under the
laws of Guernsey, Channel Islands ("the Company"), in connection with the
preparation of its Registration Statement on Form S-8 ("the Registration
Statement"), filed under the Securities Act of 1933, as amended, relating to the
registration of an aggregate 1,108,524 of its ordinary shares, (pound)0.01 par
value ("the Shares"), issuable upon the exercise of stock options granted under
the ITDS 1996, 1997, 1998 and 1999 Stock Incentive Plans ("the ITDS Plans").
In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for purposes of this
opinion, including the ITDS Plans and the Articles of Association and Memorandum
of Association of the Company.
Based upon such examination, we are of opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of Guernsey, Channel Islands.
2. When issued and sold upon the exercise of options granted or pursuant to
awards made in accordance with the terms of the ITDS Plans as contemplated
by the Registration Statement, each of the Shares will be validly issued,
fully paid and non-assessable.
We express no opinion on any law other than the law of Guernsey.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours faithfully,
/s/ N.T. CAREY
N.T. Carey
Exhibit 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333- ) pertaining to the ITDS 1996, 1997, 1998 and 1999
Stock Incentive Plans, of our report dated November 8, 1998, with respect to the
consolidated financial statements of Amdocs Limited included in its Annual
Report (Form 20-F, No. 001-14840) for the year ended September 30, 1998, filed
with the Securities and Exchange Commission on January 15, 1999.
/s/ Ernst & Young LLP
St. Louis, Missouri
November 30, 1999
