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EXHIBIT 10.5
CHORUM TECHNOLOGIES INC.
2000 DIRECTOR OPTION PLAN
(AS ADOPTED OCTOBER 11, 2000)
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TABLE OF CONTENTS
Page
ARTICLE 1. INTRODUCTION....................................... 1
ARTICLE 2. ADMINISTRATION..................................... 1
2.1 Committee Composition................................ 1
2.2 Committee Responsibilities........................... 1
ARTICLE 3. SHARES AVAILABLE FOR GRANTS........................ 1
3.1 Basic Limitation..................................... 1
3.2 Additional Shares.................................... 2
ARTICLE 4. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS.. 2
4.1 Eligibility.......................................... 2
4.2 Initial Grants....................................... 2
4.3 Annual Grants........................................ 2
4.4 Accelerated Exercisability........................... 2
4.5 Exercise Price....................................... 2
4.6 Term................................................. 2
4.7 Affiliates of Non-Employee Directors................. 2
4.8 Stock Option Agreement............................... 3
ARTICLE 5. PAYMENT FOR OPTION SHARES.......................... 3
5.1 Cash................................................. 3
5.2 Surrender of Stock................................... 3
5.3 Exercise/Sale........................................ 3
5.4 Other Forms of Payment............................... 3
ARTICLE 6. PROTECTION AGAINST DILUTION........................ 3
6.1 Adjustments.......................................... 3
6.2 Dissolution or Liquidation........................... 3
6.3 Reorganizations...................................... 4
ARTICLE 7. LIMITATION ON RIGHTS............................... 4
7.1 Stockholders' Rights................................. 4
7.2 Regulatory Requirements.............................. 4
7.3 Withholding Taxes.................................... 4
ARTICLE 8. FUTURE OF THE PLAN................................. 4
8.1 Term of the Plan..................................... 4
8.2 Amendment or Termination............................. 4
ARTICLE 9. DEFINITIONS........................................ 4
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CHORUM TECHNOLOGIES INC.
2000 DIRECTOR OPTION PLAN
ARTICLE 1. INTRODUCTION.
The Plan was adopted by the Board on October 11, 2000 to be effective
at the effectiveness of the IPO. The purpose of the Plan is to promote the
long-term success of the Company and the creation of stockholder value by (a)
encouraging Non-Employee Directors to focus on critical long-range objectives,
(b) encouraging the attraction and retention of Non-Employee Directors with
exceptional qualifications and (c) linking Non-Employee Directors directly to
stockholder interests through increased stock ownership. The Plan seeks to
achieve this purpose by providing for automatic and non-discretionary grants of
Options to Non-Employee Directors.
The Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware (except their choice-of-law provisions).
ARTICLE 2. ADMINISTRATION.
2.1 Committee Composition. The Committee shall administer the Plan. The
Committee shall consist exclusively of two or more directors of the Company, who
shall be appointed by the Board. In addition, the composition of the Committee
shall satisfy such requirements as the Securities and Exchange Commission may
establish for administrators acting under plans intended to qualify for
exemption under Rule 16b-3 (or its successor) under the Exchange Act.
2.2 Committee Responsibilities. The Committee shall interpret the Plan and
make all decisions relating to the operation of the Plan. The Committee may
adopt such rules or guidelines as it deems appropriate to implement the Plan.
The Committee's determinations under the Plan shall be final and binding on all
persons.
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares. The aggregate number of
Common Shares subject to Options granted under the Plan shall not exceed (a)
300,000 plus (b) the additional Common Shares described in Section 3.2. The
limitations of this Section 3.1 shall be subject to adjustment pursuant to
Article 6.
3.2 Additional Shares. If Options are forfeited or terminate for any other
reason before being exercised, then the Common Shares subject to such Options
shall again become available for the grant of Options under the Plan. On
September 30 of each year, commencing with September 30, 2001 and continuing
through September 30, 2006, the aggregate number of shares of Stock available
for purchase during the life of the Plan shall automatically be increased
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by 50,000 shares or such lesser number of shares as the Board may determine
(subject to adjustment pursuant to Article 6).
ARTICLE 4. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS.
4.1 Eligibility. Only Non-Employee Directors shall be eligible for the
grant of Options under the Plan.
4.2 Initial Grants. Each Non-Employee Director who is serving as a member
of the Board on the effectiveness of the IPO shall receive on that date a one-
time grant of an Option covering 40,000 Common Shares (subject to adjustment
under Article 6). Each Non-Employee Director who first becomes a member of the
Board after the date of the IPO shall receive a one-time grant of an Option
covering 40,000 Common Shares (subject to adjustment under Article 6); such
Option shall be granted on the date when such Non-Employee Director first joins
the Board. Each initial option shall become exercisable for the shares in equal
monthly installments over the four-year period measured from the grant date. A
Non-Employee Director who previously was an Employee shall not receive a grant
under this Section 4.2.
4.3 Annual Grants. Upon the conclusion of each regular annual meeting of
the Company's stockholders held in the year 2001 or thereafter, each Non-
Employee Director who will continue serving as a member of the Board thereafter
shall receive an Option covering 10,000 Common Shares (subject to adjustment
under Article 6), except that such Option shall not be granted in the calendar
year in which the same Non-Employee Director received the Option described in
Section 4.2. Options granted under this Section 4.3 shall become exercisable for
the shares in equal monthly installments over the four-year period measured from
the grant date. A Non-Employee Director who previously was an Employee shall be
eligible to receive grants under this Section 4.3.
4.4 Accelerated Exercisability. All Options granted to a Non-Employee
Director under this Article 4 shall also become exercisable in full in the event
of a Change in Control with respect to the Company.
4.5 Exercise Price. The Exercise Price under all Options granted to a Non-
Employee Director under this Article 4 shall be equal to 100% of the Fair Market
Value of a Common Share on the date of grant, payable in one of the forms
described in Article 5.
4.6 Term. All Options granted to a Non-Employee Director under this
Article 4 shall terminate on the earliest of (a) the 10th anniversary of the
date of grant, or (b) the date 12 months after the termination of such Non-
Employee Director's service for any reason.
4.7 Affiliates of Non-Employee Directors. The Committee may provide that
the Options that otherwise would be granted to a Non-Employee Director under
this Article 4 shall instead be granted to an affiliate of such Non-Employee
Director. Such affiliate shall then be deemed to be a Non-Employee Director for
purposes of the Plan, provided that the service-related vesting and termination
provisions pertaining to the Options shall be applied with regard to the service
of the Non-Employee Director.
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4.8 Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan.
ARTICLE 5. PAYMENT FOR OPTION SHARES.
5.1 Cash. All or any part of the Exercise Price may be paid in cash or
cash equivalents.
5.2 Surrender of Stock. All or any part of the Exercise Price may be paid
by surrendering, or attesting to the ownership of, Common Shares that are
already owned by the Optionee. Such Common Shares shall be valued at their Fair
Market Value on the date when the new Common Shares are purchased under the
Plan. The Optionee shall not surrender, or attest to the ownership of, Common
Shares in payment of the Exercise Price if such action would cause the Company
to recognize compensation expense (or additional compensation expense) with
respect to the Option for financial reporting purposes.
5.3 Exercise/Sale. All or any part of the Exercise Price and any
withholding taxes may be paid by delivering (on a form prescribed by the
Company) an irrevocable direction to a securities broker approved by the Company
to sell all or part of the Common Shares being purchased under the Plan and to
deliver all or part of the sales proceeds to the Company.
5.4 Other Forms of Payment. At the sole discretion of the Committee, all
or any part of the Exercise Price and any withholding taxes may be paid in any
other form that is consistent with applicable laws, regulations and rules.
ARTICLE 6. PROTECTION AGAINST DILUTION.
6.1 Adjustments. In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spin-off or a similar occurrence,
the Committee shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of (a) the number of Common Shares available for
future grants under Article 3, including the number and/or class of securities
by which the share reserve is to increase automatically each year, (b) the
number of Options to be granted to Non-Employee Directors under Article 4, (c)
the number of Common Shares covered by each outstanding Option or (d) the
Exercise Price under each outstanding Option. Except as provided in this
Article 6, an Optionee shall have no rights by reason of any issue by the
Company of stock of any class or securities convertible into stock of any class,
any subdivision or consolidation of shares of stock of any class, the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class.
6.2 Dissolution or Liquidation. To the extent not previously exercised,
Options shall terminate immediately prior to the dissolution or liquidation of
the Company.
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6.3 Reorganizations. In the event that the Company is a party to a merger
or other reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization. Such agreement shall provide for (a) the
continuation of the outstanding Options by the Company, if the Company is a
surviving corporation, (b) the assumption of the outstanding Options by the
surviving corporation or its parent or subsidiary, (c) the substitution by the
surviving corporation or its parent or subsidiary of its own options for the
outstanding Options, or (d) settlement of the full value of the outstanding
Options in cash or cash equivalents followed by cancellation of such Options.
ARTICLE 7. LIMITATION ON RIGHTS.
7.1 Stockholders' Rights'. An Optionee shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Option prior to the time he or she becomes entitled to
receive such Common Shares by filing a notice of exercise and paying the
Exercise Price. No adjustment shall be made for cash dividends or other rights
for which the record date is prior to such time, except as expressly provided in
the Plan.
7.2 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Option prior to the satisfaction of all legal requirements relating to
the issuance of such Common Shares, to their registration, qualification or
listing or to an exemption from registration, qualification or listing.
7.3 Withholding Taxes. To the extent required by applicable federal,
state, local or foreign law, an Optionee or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.
ARTICLE 8. FUTURE OF THE PLAN.
8.1 Term of the Plan. The Plan, as set forth herein, shall become
effective on effectiveness of the IPO. The Plan shall remain in effect until it
is terminated under Section 8.2.
8.2 Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. No Options shall be granted under the
Plan after the termination thereof. The termination of the Plan, or any
amendment thereof, shall not affect any Option previously granted under the
Plan.
ARTICLE 9. DEFINITIONS.
9.1 "Board" means the Company's Board of Directors, as constituted from
time to time.
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9.2 "Change in Control" means:
(a) The consummation of a merger or consolidation of the Company with
or into another entity or any other corporate reorganization, if persons who
were not stockholders of the Company immediately prior to such merger,
consolidation or other reorganization own immediately after such merger,
consolidation or other reorganization 50% or more of the voting power of the
outstanding securities of each of (i) the continuing or surviving entity and
(ii) any direct or indirect parent corporation of such continuing or surviving
entity;
(b) The sale, transfer or other disposition of all or substantially
all of the Company's assets;
(c) A change in the composition of the Board, as a result of which
fewer than 50% of the incumbent directors are directors who either (i) had been
directors of the Company on the date 24 months prior to the date of the event
that may constitute a Change in Control (the "original directors") or (ii) were
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the aggregate of the original directors who were still in
office at the time of the election or nomination and the directors whose
election or nomination was previously so approved; or
(d) Any transaction as a result of which any person is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing at least 50% of the
total voting power represented by the Company's then outstanding voting
securities. For purposes of this Subsection (d), the term "person" shall have
the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act
but shall exclude (i) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the common stock of the
Company.
A transaction shall not constitute a Change in Control if its sole purpose
is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons
who held the Company's securities immediately before such transaction.
9.3 "Code" means the Internal Revenue Code of 1986, as amended.
9.4 "Committee" means a committee of the Board, as described in Article 2.
9.5 "Common Share" means one share of the common stock of the Company.
9.6 "Company" means Chorum Technologies Inc., a Delaware corporation.
9.7 "Employee" means a common-law employee of the Company, a Parent or a
Subsidiary.
9.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
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9.9 "Exercise Price" means the amount for which one Common Share may be
purchased upon exercise of such Option, as specified in the applicable Stock
Option Agreement.
9.10 "Fair Market Value" means the market price of Common Shares,
determined by the Committee in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in The Wall Street Journal. Such determination
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shall be conclusive and binding on all persons.
9.11 "IPO" means the initial offering of common stock of the Company to
the public pursuant to a registration statement filed by the Company with the
Securities and Exchange Commission.
9.12 "Non-Employee Director" means a member of the Board who is not an
Employee.
9.13 "Option" means an option granted under the Plan and entitling the
holder to purchase Common Shares. Options do not qualify as incentive stock
options described in section 422(b) of the Code.
9.14 "Optionee" means an individual or estate who holds an Option.
9.15 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.
9.16 "Plan" means this Chorum Technologies Inc. 2000 Director Option Plan,
as amended from time to time.
9.17 "Stock Option Agreement" means the agreement between the Company and
an Optionee that contains the terms, conditions and restrictions pertaining to
his or her Option.
9.18 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.
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