Exhibit 10.1 Amended and Restated 1998 Stock Option Plan
AMENDED AND RESTATED
l998 STOCK OPTION PLAN
OF
GENERAL DATACOMM INDUSTRIES, INC.
As of October 4, 2000
1. Purpose of the Plan. This Plan (herein called the "Plan") is designed to
provide an incentive to key employees, officers and directors who are employees
and non-employee directors, of GENERAL DATACOMM INDUSTRIES, INC. (herein called
the "Corporation") and its subsidiaries, as defined in Section 425(f) of the
Internal Revenue Code of l986 and to offer an additional inducement in obtaining
and retaining the services of key personnel.
2. Stock Subject to the Plan. "Non-Statutory Stock Options" may be granted under
the Plan to purchase in the aggregate not more than 2,000,000 shares of Common
Stock, $.l0 par value, of the Corporation (herein called "Common Stock"), which
shares may, in the discretion of the Board of Directors, consist either in whole
or in part of authorized but unissued shares of Common Stock or shares of Common
Stock held in the treasury of the Corporation. In the event an option for any
reason expires or terminates unexercised as to all shares, such remaining shares
shall again become available for options under the Plan.
3. Administration of the Plan. The Plan shall be administered by the Chairman of
the Board and a Stock Option Committee, who shall report to the Board of
Directors the names of those granted options, the number of shares covered by
each option and the applicable option prices. The Stock Option Committee shall
consist of two (2) or more members of the Board of Directors appointed by the
Board of Directors who are not employees of the Corporation. The Stock Option
Committee shall have the exclusive right to grant stock options to employees who
are subject to Section l6(a) of the Securities Exchange Act of l934 ("l934
Act"), and the Chairman of the Board shall have the exclusive right to make all
other grants. Except with respect to grants by the Stock Option Committee, the
Chairman of the Board shall have the full power to construe and interpret the
Plan and to establish and amend rules, regulations and forms for its
administration. The Plan may not be amended, however, without the approval of
the Board of Directors which shall also determine which employees are subject to
Section l6(a) of the l934 Act.
4. Eligibility. The Chairman of the Board and Stock Option Committee may,
consistent with the purposes of the Plan and Paragraph 3, grant options from
time to time, within ten (l0) years from the date of adoption of the Plan by the
Board of Directors of the Corporation, to key employees, officers and directors
who are employees and non-employee directors of the Corporation or of any of its
present subsidiaries or future subsidiary corporations (herein called
"Subsidiaries"), and covering such number of shares of Common Stock as may be
determined, provided that
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no employee whose basic salary before bonuses or incentive payments is less than
$20,000 per year shall be eligible to receive an option. Employees may receive
more than one (l) option under the Plan. At all times (i) a minimum of 20% of
the employees of the Corporation shall be eligible to receive options under the
Plan and (ii) less than 50% of the persons eligible to receive options under the
Plan shall be officers and directors of the Corporation.
5. Option Price. The purchase price of the Common Stock under each option shall
be determined by the Chairman of the Board and the Stock Option Committee, as
the case may be, and shall be the fair market value of the stock at the time of
granting of the option as determined by the Chairman of the Board or Stock
Option Committee, as the case may be. Such fair market value shall be taken by
the Chairman of the Board and Stock Option Committee as the average between the
high and low sale price on the date the option is granted, or, if there is no
such sale on that date, then on the last previous day on which such a sale was
reported.
6. Term of Option. The term of each option granted pursuant to the Plan shall be
for a period not exceeding ten (l0) years from the date of granting thereof.
Options shall be subject to earlier termination as hereinafter provided.
7. Exercise of Option. The option shall be exercisable in whole or in part from
time to time during the term thereof as may be determined by the Chairman of the
Board or Stock Option Committee, as the case may be, and stated in the option,
provided, however, that unless otherwise authorized by the Board of Directors as
to all options outstanding under the Plan, no option may be exercised prior to
the first anniversary of the date of granting of such option. Notwithstanding
the foregoing, the Chairman of the Board or the Stock Option Committee, as the
case may be, may in their discretion from time to time waive such one (1) year
restriction as to any option or options. The option shall be exercised by giving
written notice to the Corporation at its principal office, Middlebury,
Connecticut, specifying the number of shares purchased and accompanied by
payment in full in cash of the aggregate purchase price therefor, or in the
alternative, payment may be made by delivery of Common Stock of the Corporation
valued at the closing price of such Common Stock on the New York Stock Exchange
on the date of exercise. Certificates representing the shares of stock purchased
shall be issued as promptly as practicable thereafter. The holder of an option
shall not have any rights of a stockholder with respect to the shares covered by
his or her option until the date of issuance of a stock certificate for such
shares. In no case may a fraction of a share be purchased or issued under the
Plan. If fractions of a share would result from any adjustment, the adjustment
shall be revised to the next higher whole number of shares.
8. Termination of Employment. Any option holder whose employment or directorship
if not an employee, has terminated for any reason other than death or disability
may exercise his or her option, to the extent exercisable upon the effective
date of such termination, at any time within three (3) months after the date of
termination, but in no
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event after the expiration of the term of the option, provided, however, that if
employment or directorship be terminated either (i) for cause, or (ii) as to
employees only, without the employee giving reasonable notice (not less than 30
days unless waived in writing by the Chairman of the Board) said option shall
(to the extent not previously exercised) terminate immediately.
9. Death or Disability of Employee or Non-Employee Director. (a) If an option
holder dies while he or she is employed, by or a director of, the Corporation or
any of the Subsidiaries or within three (3) months after termination of the
option holder's employment or directorship [unless such termination was either
(i) for cause, or (ii) without the option holder employee giving reasonable
notice (not less than 30 days unless waived in writing by the Chairman of the
Board)] the option may be exercised by his or her executor, administrator or
other person at the time entitled by law to the option holder's rights under the
option, at any time within one (l) year after death, but in no event after the
expiration of the term of the option, to the extent of the following schedule:
Time From Grant of Option
----------------------------------------------------
Percentage
From to the end of Exercisable
------------ ------------- -----------
1 Day 12 Months 33%
12 Months 24 Months 67%
Over 24 Months l00%
(b) In the event that an option holder becomes permanently and totally disabled
while in the employ of, or while a director of, the Corporation or any of the
Subsidiaries, the option holder may, but only within one (l) year next
succeeding the day of the commencement of such disability, exercise an option to
the extent of the above schedule, but in no event after the expiration of the
option. For this purpose, an option holder shall be considered permanently and
totally disabled if unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to last for a continuous period of not less than twelve (l2) months. An
option holder shall not be considered to be permanently and totally disabled
unless he or she furnishes proof of the existence thereof in such form and
manner, and at such times as a committee appointed by the Chairman of the Board
may require. The committee shall consist of three (3) employees who may be
officers of the Corporation. Said committee's determination of whether the
option holder is permanently and totally disabled shall be final and absolute,
and shall not be subject to question by the option holder, a representative of
the option holder, or the Corporation.
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10. Stock Option Contract. Each option shall be evidenced by an appropriate
Stock Option Contract which shall provide, among other things, (a) that with
respect to option holders who are employees the employee agrees that he or she
will remain in the employ of the Corporation or its Subsidiaries, at the
election of the Corporation, for a period of at least one (l) year from the
later of (i) the date the option is granted or (ii) the date to which he or she
is then otherwise obligated to remain in the employ of the Corporation, and (b)
that in the event of exercise of such option, unless the shares have been
registered under the Securities Act of l933, as amended, the shares subject to
option will be acquired for investment and not with a view to distribution
thereof. Nothing in the Plan or in any option contract entered into pursuant
hereto shall confer upon any employee any right to continue in the employ of the
Corporation or the Subsidiaries or interfere in any way with the right of the
Corporation or the Subsidiaries to terminate his or her employment at any time
without liability to the Corporation or the Subsidiaries.
11. Adjustments Upon Changes in Common Stock. If additional shares of Common
Stock are issued by the Corporation pursuant to a stock split or stock dividend
in excess of 5% in any one (l) year, the number of shares of Common Stock then
covered by each outstanding option granted hereunder shall be increased
proportionately with no increase in the total purchase price of the shares then
so covered, and the number of shares of Common Stock of the Corporation reserved
for the purposes of this Plan shall be increased by the same proportion. In the
event that the shares of Common Stock of the Corporation are reduced at any time
by a combination of shares, the number of shares of Common Stock then covered by
each outstanding option granted under the Plan shall be reduced proportionately
with no reduction in the total price of the shares then so covered, and the
number of shares of Common Stock reserved for the purposes of this Plan shall be
reduced proportionately with no reduction in the total price of the shares then
so covered, and the number of shares of Common Stock reserved for the purposes
of this Plan shall be reduced by the same proportion. If the Corporation shall
be reorganized, consolidated or merged with another corporation, or if all or
substantially all of the assets of the Corporation shall be sold or exchanged,
each employee to whom an option has been granted under this Plan shall, at the
time of issuance of the stock under such a corporate event, be entitled to
receive upon the exercise of the option, the same number and kind of shares of
stock or the same amount of property, cash or securities as the employee would
have been entitled to receive upon the happening of any such corporate event as
if the employee had been, immediately prior to such event, the holder of the
number of shares covered by the option. No option adjustment shall be made for
stock dividends which are not in excess of 5% (even though the cumulative total
of such stock dividends over the life of an option may be in excess of 5%), cash
dividends or the issuance to stockholders of the Corporation of rights to
subscribe for additional Common Stock or other securities.
12. Amendments and Termination of the Plan. The Plan shall terminate on April
22, 2008, and an option shall not be granted under the Plan after that date. The
Board of Directors may at any time suspend or terminate the Plan or amend it
from time to time
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in such respects as it may deem advisable. No termination, suspension or
amendment of the Plan shall, without the consent of the holder of an existing
option, adversely affect the holder's rights under such option.
13. Non-Transferability of Option. No option granted under the Plan shall be
transferable otherwise than by Will or the laws of descent and distribution; and
options may be exercised, during the lifetime of the holder thereof, only by
such holder. Notwithstanding the foregoing, in the discretion of the Board of
Directors, the Chairman of the Board or the Stock Option Committee, as the case
may be, as and to the limited extent provided in Form S-8 Registration Statement
under the Securities Act of 1933, as amended, General Instruction A(5) as in
effect from time to time, the employee may make a gift, or a transfer pursuant
to a domestic relations order, to a family member as defined therein, including
a trust and other entity in which the employee has more than 50% of the
beneficial interest, provided the recipient expressly acknowledges in writing to
the Corporation, that its acquisition is subject to all of the terms and
conditions of the Plan and the assigned option, including jurisdiction,
interpretation, termination, forfeiture and repayment based on the acts and/or
status of the employee assigning such option or part thereof.
14. Restriction on Issuance of Shares. The Corporation shall not be obligated to
sell or issue any shares pursuant to any stock option agreement unless:
(a) the shares with respect to which the option is being exercised
have been registered under the Securities Act of l933, as amended, or are exempt
from such registration;
(b) the prior approval of such sale or issuance has been obtained from
any State regulatory body having jurisdiction; and
(c) in the event the stock has been listed on any stock exchange, the
shares with respect to which the option is being exercised have been duly listed
on such exchange in accordance with the procedure specified therefor.
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