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EXHIBIT 10.7
TYCOM LTD. EMPLOYEE SHARE PURCHASE PLAN
Plan Document
ARTICLE 1
Purpose
The TyCom Employee Share Purchase Plan (the "Plan") is created for the
purpose of encouraging share ownership by officers and employees of TyCom Ltd.
and its subsidiaries (the "Company") so that they may share in the growth of the
Company by acquiring or increasing their proprietary interest in the Company.
ARTICLE 2
Administration of the Plan
The Plan shall be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Board of Directors shall
determine the number of members of the Committee and, from time to time, may add
or remove members from the Committee. The Committee may select one of its
members as Chairperson and may hold meetings at such times and places as it may
determine. Acts by a majority of the Committee, or acts approved in writing by
a majority of the Committee, shall be the valid acts of the Committee.
The interpretation and construction by the Committee of any provision of
the Plan shall be final unless otherwise determined by the Board of Directors.
The Committee may adopt, from time to time, such rules and regulations as it
deems appropriate for carrying out the Plan. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan.
In the event the Board of Directors fails to appoint or refrains from
appointing a Committee, the Board of Directors shall have the power and
authority to administer the Plan. In such event, the term "Committee" wherever
used herein shall be deemed to mean the Board of Directors.
ARTICLE 3
Eligible Employees
The Company will, from time to time, determine which of its employees
(including employees of its subsidiaries and divisions) will be eligible to
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participate in the Plan. All officers who are employees of the Company will be
eligible to participate in the Plan.
Notwithstanding the foregoing, any employee who sells Shares purchased
under the Plan within three months of the date of purchase shall be precluded
from participating in the Plan for the next twelve months.
ARTICLE 4
Shares to Be Purchased
The shares subject to purchase under the Plan are 2,500,000 shares (subject
to adjustment in the event of share splits, share dividends, recapitalization,
or similar adjustment in the Company's common shares) of the common shares, U.S.
$.25 par value, of the Company (the "Shares"). Shares will be purchased on the
open market.
ARTICLE 5
Payroll Deductions
Eligible employees, upon entering the Plan, shall authorize payroll
deductions to be made for the purchase of Shares. The maximum deduction shall
not exceed an employee's base salary during the payroll period, or commission in
the case of an employee who receives commission and no base salary, (exclusive
of overtime and net of withholding and other deductions) or such other amount as
the Committee may from time to time determine. The employee may authorize
increases or decreases in the amount of payroll deductions by notifying the
Company in the manner specified by the Committee. Such increases or decreases
will be effective as of the next available payroll period. The Company will
accumulate and hold for the employee's account the amounts deducted from his/her
pay. No interest shall be paid on such amounts.
ARTICLE 6
Employer Contribution
The Company will match a part of the employee contribution by contributing
to the Plan an additional percentage of the employee's payroll deduction. The
Committee, from time to time, may increase or decrease the percentage of the
Company's contribution to the employee's payroll deduction if the interests of
the Company so require. The matching contributions hereunder
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are not intended to be an entitlement or part of the regular compensation of any
eligible employee. The Company will pay all commissions relating to the purchase
of Shares under the Plan, and, except as provided herein, the Company will pay
all administrative costs associated with the implementation and operation of the
Plan.
ARTICLE 7
Authorization for Entering the Plan
An eligible employee may enter the Plan by completing, signing, and
delivering to the Company an authorization form, as designated by the Committee,
which will have been provided to the employee by the Company. After delivering
such authorization form, the employee will become a participant in the Plan as
of the next practicable payroll period. Unless an employee authorizes changes to
his/her payroll deductions in accordance with Article 5 or withdraws from the
Plan, his/her deductions under the latest authorization on file with the Company
shall continue from one payroll period to the succeeding payroll period as long
as the Plan remains in effect.
ARTICLE 8
Purchase of Shares
All Shares purchased under the Plan shall be purchased on the open market
by a broker designated from time to time by the Committee. On a monthly basis,
as soon as practicable following the last day of each month, the Company shall
remit the total of the employee and Company contributions for the preceding
month to the designated broker for the purchase of the Shares. The designated
broker will then execute the purchase orders on account of each individual
participant and allocate Shares (or fractions thereof) to each participant's
individual account. In the event the purchase of the Shares takes place over a
number of days and at different prices, then each participant's allocation shall
be adjusted on the basis of the average price per share over such period.
ARTICLE 9
Distribution of Shares
The Shares purchased under the Plan shall be held by the designated broker
or its nominee. Participating employees shall receive quarterly statements
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which will evidence all activity in the accounts that have been established on
their behalf. Such statements will be issued by the designated broker. In the
event a participating employee wishes to hold certificates in his/her own name
or transfer Shares held by such employee to another broker, the employee must
instruct the designated broker independently and bear the costs associated with
the issuance of such certificates including, if any, a reasonable fee to the
designated broker. Certificates for fractional Shares will not be issued.
Fractional Shares shall be liquidated on a cash basis only in lieu of the
issuance of certificates for such fractional Shares upon the employee's
withdrawal.
ARTICLE 10
Automatic Dividend reinvestment
Any dividends paid to participating employees for Shares purchased under
the Plan and held by the broker shall be automatically reinvested in the Shares
of the Company on the date of the next purchase of Shares under the Plan.
ARTICLE 11
Sale of Shares Purchased under the Plan
Subject to such rules as the Committee may prescribe, each participant may
sell at any time all or any portion of the Shares acquired under the Plan and
held by the designated broker by notifying the designated broker, who will
execute the sale on behalf of the employee. The employee shall pay the broker's
commission and any other expenses incurred with regard to the sale of the
Shares. All such sales of the Shares will be subject to compliance with any
applicable domestic or international securities, tax, or other laws. Each
participant assumes the risk of any fluctuations in the market price of the
shares.
ARTICLE 12
Withdrawal from the Plan
A participating employee may stop contributions to the Plan at any time by
delivering a notice, as specified by the Committee, to the Company. Such a
termination of contributions will be effective as of the next available pay
period. If the employee desires to withdraw from the Plan, the employee must
contact the designated broker directly to (a) execute a sale of the Shares held
on the Participant's behalf, (b) issue a certificate for Shares to the employee
or (c) transfer such Shares to another broker. The proceeds from any sale
thereof, minus
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the commission and other expenses on such sale, shall be delivered by the broker
directly to the employee.
ARTICLE 13
No Transfer or Assignment
An employee's rights to purchase Shares under the Plan through payroll
deduction are his/hers alone and may not be transferred or assigned to, or
availed of, by any other person.
ARTICLE 14
Termination of Employee Rights
All of the employee's rights to make contributions under the Plan will
terminate when he/she ceases to be an employee due to retirement, resignation,
death, termination, or any other reason. A notice to cease contributions in
relation to termination of employment will be deemed to have been received from
an employee on the day his/her employment ceases, and all payroll deductions not
transferred to the designated broker will be refunded. If an employee's payroll
deductions are interrupted by any legal process, a notice to cease contributions
will be deemed as having been received on the day the interruption occurs.
ARTICLE 15
Termination and Amendment to the Plan
The Plan may be terminated at any time by the Company's Board of Directors
if the interests of the Company so require. Upon such termination or any other
termination of the Plan, all payroll deductions not used to purchase Shares will
be refunded. The Board of Directors also reserves the right to amend the Plan
from time to time in any respect.
ARTICLE 16
Local Tax Laws
If the provisions of the Plan contradict local tax laws, the local tax laws
shall prevail.
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