<PAGE> 1
EXHIBIT 10.14
ASIA GLOBAL CROSSING
2000 STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid the Company, its Parent, Subsidiaries
and Affiliates in recruiting and retaining key individuals of outstanding
ability and to motivate such individuals to exert their best efforts on behalf
of the Company, its Parent, Subsidiaries and Affiliates by providing incentives
through the granting of Awards. The Company expects that it will benefit from
the added interest which such key individuals will have in the welfare of the
Company as a result of their proprietary interest in the Company's success.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended, or any
successor thereto.
(b) Affiliate: With respect to the Company, any company directly
or indirectly controlling, controlled by, or under common
control with, the Company or any other entity designated by
the Board of Directors of the Company in which the Company has
an interest.
(c) Award: An Option, Stock Appreciation Right or Other
Stock-Based Award granted pursuant to the Plan.
(d) Beneficial Owner: A "beneficial owner", as such term is
defined in Rule 13d-3 under the Act (or any successor rule
thereto).
(e) Board: The Board of Directors of the Company.
(f) Board Change: Within the twenty-four consecutive month period
following the occurrence of any of the events set forth in
Section 2(u)(i), individuals who immediately prior to the
occurrence of any of such events constitute the Board cease
for any reason to constitute at least a majority thereof
(other than in the event of a director's death or Disability).
(g) Cause: In the event that a Participant is a party to an
employment agreement with the Company, the Parent, a
Subsidiary or an Affiliate at the date an Award is granted,
"Cause" shall have the same meaning ascribed to such term in
such employment agreement. In the event that a Participant is
not party to any such employment agreement or there is no such
definition, "Cause" shall be defined as follows:
<PAGE> 2
(i) a Participant's continued failure substantially to
perform the Participant's duties (other than as a
result of total or partial incapacity due to physical
or mental illness) for a period of 10 days following
written notice by the Company to the Participant of
such failure; or
(ii) dishonesty in the performance of, or willful
malfeasance or willful misconduct in connection with,
a Participant's duties; or
(iii) an act or acts on a Participant's part constituting
(x) a felony under the laws of the United States or
any state thereof or (y) a misdemeanor involving
moral turpitude; or
(iv) any act or omission of a Participant which is
materially injurious to the financial condition or
business reputation of Parent, the Company or any of
its Subsidiaries or Affiliates; or
(v) a Participant's breach of any restrictive covenants
contained in any agreement with the Company or any of
its Subsidiaries or Affiliates to which Participant
is a party.
(h) Change in Control: The occurrence of any of the following
events:
(i) any Person, other than the Company, any trustee or
other fiduciary holding securities under an employee
benefit plan of the Company, or any company owned,
directly or indirectly, by the shareholders of the
Company in substantially the same proportions as
their ownership of Stock of the Company, becomes the
Beneficial Owner, directly or indirectly, of
securities of the Company, (a) representing a greater
percentage of the combined voting power of the
Company's then-outstanding securities than the
percentage of the combined voting power of the
Company's then-outstanding securities held by Parent
and its Affiliates and (b) representing 30% or more
of the combined voting power of the Company's
then-outstanding securities; or
(ii) during any period of twenty-four months (not
including any period prior to the Effective Date),
individuals who at the beginning of such period
constitute the Board, and any new director (other
than (A) a director nominated by a Person who has
entered into an agreement with the Company to effect
a transaction described in Sections 2(h)(i), (iii) or
(iv) of the Plan, (B) a director nominated by any
Person (including the Company) who publicly announces
an intention to take or to consider taking actions
(including, but not limited to, an actual or
threatened proxy contest) which if consummated would
constitute a Change in Control or (C) a director
nominated by any Person, other than Parent and its
Affiliates, who is the Beneficial Owner, directly or
indirectly, of securities
<PAGE> 3
of the Company representing 10% or more of the
combined voting power of the Company's securities)
whose election by the Board or nomination for
election by the Company's shareholders was approved
in advance by a vote of at least two-thirds (2/3) of
the directors then still in office who either were
directors at the beginning of the period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute at least
a majority thereof; or
(iii) the Company is merged or consolidated with any other
company, other than a merger or consolidation which
would result in the shareholders of the Company
immediately prior thereto continuing to own (either
by remaining outstanding or by being converted into
voting securities of the surviving entity) more than
50% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation; or
(iv) the complete liquidation of the Company or the sale
or disposition by the Company of all or substantially
all of the Company's assets, other than a liquidation
of the Company or sale of its assets to an Affiliate
into a wholly-owned subsidiary.
(i) Code: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(j) Committee: The Compensation Committee of the Board, or, if
applicable, the subcommittee to which such Committee delegates
its duties and powers.
(k) Company: Asia Global Crossing.
(l) Disability: Inability to engage in any substantial gainful
activity by reason of a medically determinable physical or
mental impairment which constitutes a permanent and total
disability, as defined in Section 22(f)(3) of the Code (or any
successor section thereto). The determination whether a
Participant has suffered a Disability shall be made by the
Committee based upon such evidence as it deems necessary and
appropriate. A Participant shall not be considered disabled
unless he or she furnishes such medical or other evidence of
the existence of the Disability as the Committee, in its sole
discretion, may require.
(m) Effective Date: The date on which the registration statement
for the Company's initial Public Offering is declared
effective by the Securities and Exchange Commission.
(n) Employer: The Company, the Parent, a Subsidiary or an
Affiliate, as applicable, which employs any given Participant.
(o) Fair Market Value: on a given date, the closing price of the
Shares as reported on such date on the Composite Tape of the
principal national securities exchange on
<PAGE> 4
which such Shares are listed or admitted to trading, or, if no
Composite Tape exists for such national securities exchange on
such date, then on the principal national securities exchange
on which such Shares are listed or admitted to trading, or, if
the Shares are not listed or admitted on a national securities
exchange, the per Share closing bid price on such date as
quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such
prices are regularly quoted), or, if there is no market on
which the Shares are regularly quoted, the Fair Market Value
shall be the value established by the Committee in good faith;
provided, however, that for Awards granted to become effective
on the date of the Company's initial Public Offering, Fair
Market Value shall be equal to the initial Public Offering
price. If no sale of Shares shall have been reported on such
Composite Tape or such national securities exchange on such
date or quoted on the National Association of Securities
Dealer Automated Quotation System on such date, then the
immediately preceding date on which sales of the Shares have
been so reported or quoted shall be used.
(p) ISO: An Option that is also an incentive stock option granted
pursuant to Section 6(d) of the Plan.
(q) LSAR: A limited stock appreciation right granted pursuant to
Section 7(d) of the Plan.
(r) Other Stock-Based Awards: Awards granted pursuant to Section 8
of the Plan.
(s) Option: A stock option granted pursuant to Section 6 of the
Plan.
(t) Option Price: The purchase price per Share of an Option, as
determined pursuant to Section 6(a) of the Plan.
(u) Parent: Global Crossing Ltd.
(v) Parent Triggering Event: With respect to all Participants, the
occurrence of the events described in Sections 2(u)(i) and
2(u)(ii)(x), and with respect to any individual Participant,
the occurrence of the events described in Sections 2(u)(i) and
2(u)(ii)(y):
(i) The occurrence of any of the following events:
(A) any Person (other than a Person holding
securities representing 10% or more of the combined voting
power of Parent's outstanding securities as of the Effective
Date, Parent, any trustee or other fiduciary holding
securities under an employee benefit plan of Parent, or any
company owned, directly or indirectly, by the shareholders of
Parent in substantially the same proportions as their
ownership of stock of Parent), becomes the Beneficial Owner,
directly or
<PAGE> 5
indirectly, of securities of Parent representing 30% or more
of the combined voting power of Parent's then-outstanding
securities; or
(B) during any period of twenty-four months (not
including any period prior to the Effective Date), individuals
who at the beginning of such period constitute the Board of
Directors of Parent, and any new director (other than (I) a
director nominated by a Person who has entered into an
agreement with Parent to effect a transaction described in
Section 2(u)(i)(A), (C) or (D) of the Plan, (II) a director
nominated by any Person (including Parent) who publicly
announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy
contest) which if consummated would constitute a Parent
Triggering Event or (III) a director nominated by any Person
who is the Beneficial Owner, directly or indirectly, of
securities of Parent representing 10% or more of the combined
voting power of Parent's securities) whose election by the
Board of Directors of Parent or nomination for election by
Parent's shareholders was approved in advance by a vote of at
least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or
whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a
majority thereof; or
(C) the shareholders of Parent approve any
transaction or series of transactions under which Parent is
merged or consolidated with any other company, other than a
merger or consolidation which would result in the shareholders
of Parent immediately prior thereto continuing to own (either
by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 65% of the
combined voting power of the voting securities of Parent or
such surviving entity outstanding immediately after such
merger or consolidation; or
(D) the shareholders of Parent approve a plan of
complete liquidation of Parent or an agreement for the sale or
disposition by Parent of all or substantially all of Parent's
assets, other than a liquidation of Parent or sale of its
assets to an Affiliate into a wholly-owned subsidiary
(including the Company); and
(ii) The earlier to occur of (x) a Board Change or (y)
within the 24-month period immediately following the
occurrence of any event described in Section 2(u)(i),
the Participant's employment is terminated without
Cause by such Participant's Employer.
(w) Participant: An employee or director of the Company, its
Parent, Subsidiary or Affiliate, or an individual who is not
such an employee or director but who otherwise performs
services for the Company, its Parent, Subsidiary or Affiliate,
and in any case, who is selected by the Committee to
participate in the Plan.
<PAGE> 6
(x) Performance-Based Awards: Certain Other Stock-Based Awards
granted pursuant to Section 8(b) of the Plan.
(y) Person: A "person", as such term is used for purposes of
Section 13(d) or 14(d) of the Act (or any successor section
thereto).
(z) Plan: The Asia Global Crossing 2000 Stock Incentive Plan.
(aa) Public Offering: A sale of shares of the Company's common
stock to the public pursuant to a registration statement under
the Securities Act of 1933, as amended, that has been declared
effective by the Securities and Exchange Commission (other
than a registration statement on Form S-4 or Form S-8, or any
other successor or other forms promulgated for similar
purposes, or a registration statement in connection with an
offering to employees of the Company and its Subsidiaries)
that results in an active trading market in the Company's
common stock; provided, that there shall be deemed to be an
"active trading market" if the Company's common stock is
listed or quoted on a national stock exchange or the NASDAQ
National Market.
(bb) Shares: Common Shares of the Company, par value $[0.01] per
Share.
(cc) Stock Appreciation Right: A stock appreciation right granted
pursuant to Section 7 of the Plan.
(dd) Subsidiary: A subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto).
3. SHARES SUBJECT TO THE PLAN
The total number of Shares which may be issued under the Plan is 15% of
the total Shares outstanding as of the initial Public Offering of the Shares,
which shall not exceed [NUMBER] Shares. The maximum number of Shares for which
Options and Stock Appreciation Rights may be granted during a calendar year to
any Participant shall be 5,000,000. The maximum number of Shares for which Other
Stock-Based Awards may be granted over the life of the Plan shall be [NUMBER].
The Shares may consist, in whole or in part, of unissued Shares or treasury
Shares. The issuance of Shares or the payment of cash upon the exercise of an
Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are subject to Awards which terminate or lapse may be
granted again under the Plan.
4. ADMINISTRATION
The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "non-employee
directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and "outside directors" within the meaning of Section 162(m) of the
Code (or any successor section thereto). At its discretion, for so long as
<PAGE> 7
the Company remains a subsidiary of Parent, a subcommittee consisting solely of
at least two individuals who are intended to qualify as "non-employee directors"
and "outside directors" of Parent may discharge the duties and exercise the
powers reserved for the Committee hereunder. Awards may, in the discretion of
the Committee, be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its affiliates or a
company acquired by the Company or with which the Company combines. The number
of Shares underlying such substitute awards shall be counted against the
aggregate number of Shares available for Awards under the Plan. The Committee is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned (including, but not limited to, Participants and their beneficiaries
or successors). The Committee shall have the full power and authority to
establish the terms and conditions of any Award consistent with the provisions
of the Plan and to waive any such terms and conditions at any time (including,
without limitation, accelerating or waiving any vesting conditions). The
Committee shall require payment of any amount it may determine to be necessary
to withhold for federal, state, local or other taxes as a result of the exercise
of an Award. Unless the Committee specifies otherwise, the Participant may elect
to pay a portion or all of such withholding taxes by (a) delivery in Shares or
(b) having Shares withheld by the Company from any Shares that would have
otherwise been received by the Participant.
5. LIMITATIONS
No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but Awards theretofore granted may extend beyond that date.
6. TERMS AND CONDITIONS OF OPTIONS
Options granted under the Plan shall be, as determined by the
Committee, nonqualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
(a) Option Price. The Option Price per Share shall be determined
by the Committee.
(b) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as
may be determined by the Committee, but in no event shall an
Option be exercisable more than ten years after the date it is
granted.
(c) Exercise of Options. Except as otherwise provided in the Plan
or in an Award agreement, an Option may be exercised for all,
or from time to time any part, of
<PAGE> 8
the Shares for which it is then exercisable. For purposes of
Section 6 of the Plan, the exercise date of an Option shall be
the later of the date a notice of exercise is received by the
Company and, if applicable, the date payment is received by
the Company pursuant to clauses (i), (ii) or (iii) in the
following sentence. The purchase price for the Shares as to
which an Option is exercised shall be paid to the Company in
full at the time of exercise at the election of the
Participant (i) in cash or its equivalent (e.g., by check);
(ii) in Shares having a Fair Market Value equal to the
aggregate Option Price for the Shares being purchased and
satisfying such other requirements as may be imposed by the
Committee; provided, that such Shares have been held by the
Participant for no less than six months (or such other period
as established from time to time by the Committee or generally
accepted accounting principles); (iii) partly in cash and
partly in such Shares; or (iv) through the delivery of
irrevocable instruments to a broker to deliver promptly to the
Company an amount equal to the aggregate Option price for the
shares being purchased. No Participant shall have any rights
to dividends or other rights of a stockholder with respect to
Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for
such Shares and, if applicable, has satisfied any other
conditions imposed by the Committee pursuant to the Plan.
(d) ISOs. The Committee may grant to employees Options under the
Plan that are intended to be ISOs. Such ISOs shall comply with
the requirements of Section 422 of the Code (or any successor
section thereto), including, without limitation the
requirement that the Option Price per Share subject to an ISO
shall not be less than 100% of the Fair Market Value of the
Shares on the date an ISO is granted.. No ISO may be granted
to any Participant who at the time of such grant, owns more
than ten percent of the total combined voting power of all
classes of stock of the Company or of any Subsidiary, unless
(i) the Option Price for such ISO is at least 110% of the Fair
Market Value of a Share on the date the ISO is granted and
(ii) the date on which such ISO terminates is a date not later
than the day preceding the fifth anniversary of the date on
which the ISO is granted. Any Participant who disposes of
Shares acquired upon the exercise of an ISO either (i) within
two years after the date of grant of such ISO or (ii) within
one year after the transfer of such Shares to the Participant,
shall notify the Company of such disposition and of the amount
realized upon such disposition.
(e) Attestation. Wherever in this Plan or any agreement evidencing
an Award a Participant is permitted to pay the exercise price
of an Option or taxes relating to the exercise of an Option by
delivering Shares, the Participant may, subject to procedures
satisfactory to the Committee, satisfy such delivery
requirement by presenting proof of beneficial ownership of
such Shares, in which case the Company shall treat the Option
as exercised without further payment and shall withhold such
number of Shares from the Shares acquired by the exercise of
the Option.
<PAGE> 9
7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
(a) Grants. The Committee also may grant (i) a Stock Appreciation
Right independent of an Option or (ii) a Stock Appreciation
Right in connection with an Option, or a portion thereof A
Stock Appreciation Right granted pursuant to clause (ii) of
the preceding sentence (A) may be granted at the time the
related Option is granted or at any time prior to the exercise
or cancellation of the related Option, (B) shall cover the
same Shares covered by an Option (or such lesser number of
Shares as the Committee may determine) and (C) shall be
subject to the same terms and conditions as such Option except
for such additional limitations as are contemplated by this
Section 7 (or such additional limitations as may be included
in an Award agreement).
(b) Terms. The exercise price per Share of a Stock Appreciation
Right shall be an amount determined by the Committee but in no
event shall such amount be less than the greater of (i) the
Fair Market Value of a Share on the date the Stock
Appreciation Right is granted or, in the case of a Stock
Appreciation Right granted in conjunction with an Option, or a
portion thereof, the Option Price of the related Option and
(ii) an amount permitted by applicable laws, rules, by-laws or
policies of regulatory authorities or stock exchanges. Each
Stock Appreciation Right granted independent of an Option
shall entitle a Participant upon exercise to an amount equal
to (i) the excess of (A) the Fair Market Value on the exercise
date of one Share over (B) the exercise price per Share, times
(ii) the number of Shares covered by the Stock Appreciation
Right. Each Stock Appreciation Right granted in conjunction
with an Option, or a portion thereof, shall entitle a
Participant to surrender to the Company the unexercised
Option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to (i) the excess
of (A) the Fair Market Value on the exercise date of one Share
over (B) the Option Price per Share, times (ii) the number of
Shares covered by the Option, or portion thereof, which is
surrendered. The date a notice of exercise is received by the
Company shall be the exercise date. Payment shall be made in
Shares or in cash, or partly in Shares and partly in cash (any
such Shares valued at such Fair Market Value), all as shall be
determined by the Committee. Stock Appreciation Rights may be
exercised from time to time upon actual receipt by the Company
of written notice of exercise stating the number of Shares
with respect to which the Stock Appreciation Right is being
exercised. No fractional Shares will be issued in payment for
Stock Appreciation Rights, but instead cash will be paid for a
fraction or, if the Committee should so determine, the number
of Shares will be rounded downward to the next whole Share.
(c) Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit.
<PAGE> 10
(d) Limited Stock Appreciation Rights. The Committee may grant
LSARs that are exercisable upon the occurrence of specified
contingent events. Such LSARs may provide for a different
method of determining appreciation, may specify that payment
will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable.
Unless the context otherwise requires, whenever the term
"Stock Appreciation Right" is used in the Plan, such term
shall include LSARs.
8. OTHER STOCK-BASED AWARDS
(a) Generally. The Committee, in its sole discretion, may grant
Awards of Shares, Awards of restricted Shares and Awards that
are valued in whole or in part by reference to, or are
otherwise based on the Fair Market Value of, Shares ("Other
Stock-Based Awards"). Such Other Stock-Based Awards shall be
in such form, and dependent on such conditions, as the
Committee shall determine, including, without limitation, the
right to receive one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified
period of service, the occurrence of an event and/or the
attainment of performance objectives. Other Stock-Based Awards
may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan,
the Committee shall determine to whom and when other
Stock-Based Awards will be made, the number of Shares to be
awarded under (or otherwise related to) such Other Stock-Based
Awards; whether such Other Stock-Based Awards shall be settled
in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without
limitation, the vesting provisions thereof and provisions
ensuring that all Shares so awarded and issued shall be fully
paid and non-assessable).
(b) Performance-Based Awards. Notwithstanding anything to the
contrary herein, certain Other Stock-Based Awards granted
under this Section 8 may be granted in a manner which is
deductible by the Company under Section 162(m) of the Code (or
any successor section thereto) ("Performance-Based Awards"). A
Participant's Performance-Based Award shall be determined
based on the attainment of written performance goals approved
by the Committee for a performance period established by the
Committee (i) while the outcome for that performance period is
substantially uncertain and (ii) no more than 90 days after
the commencement of the performance period to which the
performance goal relates or, if less, the number of days which
is equal to 25 percent of the relevant performance period. The
performance goals, which must be objective, shall be based
upon one or more of the following criteria: (i) consolidated
earnings before or after taxes (including earnings before
interest, taxes, depreciation and amortization); (ii) net
income; (iii) operating income; (iv) earnings per Share; (v)
book value per Share; (vi) return on shareholders' equity;
(vii) expense management; (viii) return on investment; (ix)
improvements in capital structure; (x) profitability of an
identifiable business unit or product; (xi) maintenance or
<PAGE> 11
improvement of profit margins; (xii) stock price; (xiii)
market share; (xiv) revenues or sales; (xv) costs; (xvi) cash
flow; (xvii) working capital and (xviii) return on assets. The
foregoing criteria may relate to the Company, one or more of
its Subsidiaries or one or more of its divisions or units, or
any combination of the foregoing, and may be applied on an
absolute basis and/or be relative to one or more peer group
companies or indices, or any combination thereof, all as the
Committee shall determine. In addition, to the degree
consistent with Section 162(m) of the Code (or any successor
section thereto), the performance goals may be calculated
without regard to extraordinary items. The maximum amount of a
Performance-Based Award during a calendar year to any
Participant shall be (x) with respect to Performance-Based
Awards that are granted in shares, 500,000 shares and (y) with
respect to Performance-Based Awards that are not granted in
shares, $20,000,000. The Committee shall determine whether,
with respect to a performance period, the applicable
performance goals have been met with respect to a given
Participant and, if they have, to so certify and ascertain the
amount of the applicable Performance Based Award. No
Performance-Based Awards will be paid for such performance
period until such certification is made by the Committee. The
amount of the Performance-Based Award actually paid to a given
Participant may be less than the amount determined by the
applicable performance goal formula, at the discretion of the
Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be
paid to the Participant at such time as determined by the
Committee in its sole discretion after the end of such
performance period; provided, however, that a Participant may,
if and to the extent permitted by the Committee and consistent
with the provisions of Section 162(m) of the Code, elect to
defer payment of a Performance-Based Award.
9. ADJUSTMENTS UPON CERTAIN EVENTS
Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:
(a) Generally. In the event of any change in the outstanding
Shares after the Effective Date by reason of any Share
dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination or exchange of Shares or
other corporate exchange, or any distribution to shareholders
of Shares other than regular cash dividends or any
transactions similar to the foregoing, the Committee in its
sole discretion and without liability to any person may make
such substitution or adjustment, if any, as it deems to be
equitable, as to (i) the number or kind of Shares or other
securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding Awards, (ii) the Option Price
and/or (iii) any other affected terms of such Awards.
(b) Change in Control. Except as otherwise provided in an Award
agreement or an employment, severance or change in control
agreement, in the event of a Change
<PAGE> 12
in Control or a Parent Triggering Event, the Committee in its
sole discretion and without liability to any person may take
such actions, if any, as it deems necessary or desirable with
respect to any Award (including, without limitation, (i) the
acceleration of an Award, (ii) the payment of a cash amount in
exchange for the cancellation of an Award and/or (iii) the
requiring of the issuance of substitute Awards that will
substantially preserve the value, rights and benefits of any
affected Awards previously granted hereunder) as of the date
of the consummation of the Change in Control.
10. NO RIGHT TO EMPLOYMENT OR AWARDS
The granting of an Award under the Plan shall impose no obligation on
the Company or any Subsidiary to continue the employment or service or
consulting relationship of a Participant and shall not lessen or affect the
Company's or Subsidiary's right to terminate the employment or service or
consulting relationship of such Participant. No Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee's determinations and
interpretations with respect thereto need not be the same with respect to each
Participant (whether or not such Participants are similarly situated).
11. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
12. NONTRANSFERABILITY AWARDS
Unless otherwise determined by the Committee or as hereinafter
provided, an Award shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution. An Award
exercisable after the death of a Participant may be exercised by the legatees,
personal representatives or distributees of the Participant. However, unless the
Award agreement provides otherwise, a Participant may transfer his or her rights
under a nonqualified Option agreement or a Stock Appreciation Right agreement,
by assignment, satisfactory in form and substance to the Committee, to a trust
or similar entity established solely for the benefit of the Participant's lineal
descendants; provided, that such assignee must first agree to be bound by the
same terms and conditions as the Participant with respect to such Option or
Stock Appreciation Right; and provided, further, that the rights of such
assignee shall not themselves be transferable.
13. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the shareholders of the
<PAGE> 13
Company, would (except as is provided in Section 9 of the Plan), increase the
total number of Shares reserved for the purposes of the Plan or change the
maximum number of Shares for which Awards may be granted to any Participant or
(b) without the consent of a Participant, would impair any of the rights or
obligations under any Award theretofore granted to such Participant under the
Plan; provided, however, that the Committee may amend the Plan in such manner as
it deems necessary to permit the granting of Awards meeting the requirements of
the Code or other applicable laws. Notwithstanding anything to the contrary
herein, the Board may not amend, alter or discontinue the provisions relating to
Section 9(b) of the Plan after the occurrence of a Change in Control.
14. INTERNATIONAL PARTICIPANTS
With respect to Participants who reside or work outside the United
States of America and who are not (and who are not expected to be) "covered
employees" within the meaning of Section 162(m) of the Code, the Committee may,
in its sole discretion, amend the terms of the Plan or Awards with respect to
such Participants in order to conform such terms with the requirements of local
law.
15. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with the laws
of the State of New York without regard to conflicts of laws.
16. EFFECTIVENESS OF THE PLAN
The Plan shall be effective as of the Effective Date.
