EXHIBIT 4.14
GLOBAL MARINE
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
____________________________
SECTION 1 - NAME, PURPOSE, EFFECTIVE DATE AND DURATION
This plan will be known as the Global Marine Non-Employee
Director Restricted Stock Plan. The purposes of this plan are to
enable Global Marine Inc. ("Global Marine") to attract and retain
persons of outstanding competence to serve as its non-employee
directors and further identify the non-employee directors'
interests with those of its other stockholders by paying a
portion of the non-employee directors' compensation in restricted
shares of common stock of Global Marine. This plan will become
effective as of the date of its approval by Global Marine's
stockholders, will be unlimited in duration, and, in the event of
plan termination, will remain in effect as long as any awards are
outstanding under the plan.
SECTION 2 - AVAILABLE STOCK
An aggregate of 250,000 shares of common stock, $.10 par
value per share, of Global Marine will be available for delivery
pursuant to this plan. The shares may be authorized but unissued
shares, reacquired shares, or both. Any shares awarded under
this plan that are forfeited for any reason will again be
available for new awards under the plan. In the event the number
of shares available on a particular day for awards under this
plan is insufficient to grant all awards to be granted on that
day as specified by the plan, then all directors who are entitled
to an award on such day will share ratably in the number of
shares then available.
SECTION 3 - PARTICIPATION
Participation in this plan is limited to directors of Global
Marine who are not also employees of Global Marine or any of its
subsidiaries. An employee-director who retires from employment
with Global Marine and its subsidiaries will become eligible to
participate in and receive awards of restricted stock under the
plan at the time of his or her first re-election as a non-
employee director. For purposes of this plan "employee" includes
all individuals on the employee payroll of Global Marine or its
subsidiaries and excludes, without limitation, consultants who
are not on such payroll.
SECTION 4 - AWARDS
For services rendered in the calendar quarter then ending,
an award will be made as of the last day of each March, June,
September, and December, commencing June 30, 2000, to each person
who is an eligible participant in the plan on the day of the
award and was an eligible participant for at least one month
prior to the day of the award. Each award will consist of shares
of restricted common stock of Global Marine with an aggregate
value of $5,000 on the day of the award. The number of shares of
stock subject to each award will be determined by dividing $5,000
by the value of a share of the stock on the day of the award
(such value being determined as set forth below in Section 5) and
then rounding down to the nearest whole number of shares. The
restricted shares subject to each award will be immediately
issued and registered in the name of the participant, and such
issuance and registration will be evidenced by an entry on the
registry books of Global Marine and, if Global Marine so elects,
by a certificate issued by Global Marine, but the restricted
shares and such certificates, if any, will be expressly subject
to all of the restrictions, terms and conditions set forth below
in Section 6.
SECTION 5 - VALUATION OF SHARES
The value of each share of stock awarded pursuant to this
plan will be the share's fair market value determined without
taking into account any restrictions applicable to the share.
The fair market value of a share of stock on a given day will be
(a) the mean between the high and low sales prices on that day
for a share of the stock as reported by The Wall Street Journal
under the New York Stock Exchange Composite Transactions
quotation system or under any successor quotation system; or (b)
if the stock is not traded on the New York Stock Exchange, the
mean between the high and low sales prices on that day for a
share of the stock as reported by THE WALL STREET JOURNAL under
the quotations system under which such sales prices are reported;
or (c) if THE WALL STREET JOURNAL does not report such sales
prices, the mean between the high and low sales prices on that
day for a share of the stock as reported by a newspaper or trade
journal selected by the Compensation Committee of Global Marine's
Board of Directors; or (d) if no such sales prices are available
for such day, the closing price as so reported or so quoted for
the immediately preceding business day; or (e) if no such
newspaper or trade journal reports such prices or if no such
price quotation is available, the price at which the Compensation
Committee of Global Marine's Board of Directors acting in good
faith determines through any reasonable valuation methods that a
share of stock might change hands between a willing buyer and a
willing seller, neither being under any compulsion to buy or sell
and both having reasonable knowledge of the relevant facts.
SECTION 6 - RESTRICTIONS, REMOVAL OF RESTRICTIONS,
AND TERMS AND CONDITIONS OF AWARDS
(a) Each participant will have the right to receive all
dividends and other distributions made with respect to
restricted shares awarded pursuant to this plan and
registered in his or her name and will have the right to
vote or execute proxies with respect to such registered
restricted shares, unless and until such shares are
forfeited pursuant to this plan. All book entries and share
certificates, if any, evidencing restricted stock issued
pursuant to this plan will carry or be endorsed with a
legend referring to the restrictions imposed by this plan.
Possession of certificates evidencing restricted stock
issued pursuant to this plan, if any, will be retained by
the Corporate Secretary of Global Marine until the
provisions of this plan relating to removal of the
restrictions have been satisfied.
(b) Except as authorized by the following sentence, shares of
restricted stock issued pursuant to this plan may not be
sold, assigned, pledged or otherwise transferred by the
participant unless and until all of the restrictions imposed
by the plan have been removed pursuant to the plan and a new
book entry evidencing the shares has been made or
certificate representing the shares has been issued which
does not carry or is not endorsed with the legend regarding
the restrictions. Shares of restricted stock issued and
registered in the name of any participant under this plan,
or any portion thereof, may be transferred by the
participant to (i) the spouse, children or grandchildren of
the participant ("Immediate Family Members"), (ii) a trust
or trusts for the exclusive benefit of the participant
and/or Immediate Family Members, (iii) a partnership in
which the participant and/or Immediate Family Members are
the only partners, (iv) a transferee pursuant to a judgment,
decree or order relating to child support, alimony or
marital property rights that is made pursuant to a domestic
relations law of a state or country with competent
jurisdiction (a "Domestic Relations Order"), or (v) such
other transferee as may be approved by the Compensation
Committee of Global Marine's Board of Directors in its sole
and absolute discretion; provided, however, that (x) the
Compensation Committee may prohibit any transfer with or
without cause in its sole and absolute discretion, and (y)
subsequent transfers of transferred restricted shares or any
portion thereof are prohibited except those to or by the
original participant in accordance with this section or
pursuant to a Domestic Relations Order. Following any
transfer, the shares will continue to be subject to the same
restrictions, terms and conditions as were applicable
immediately prior to transfer, and any and all references to
the participant in this plan will be deemed to refer to the
transferee; provided, however, that any and all references
to service or events of termination of service in this plan
will continue to mean the original participant's service or
events of termination of the original participant's service.
Each transfer will be effected by written notice thereof
duly signed and delivered by the transferor to the Corporate
Secretary of Global Marine at Global Marine's principal
business office. Such notice will state the name and
address of the transferee, the amount of restricted stock
being transferred, and such other information as may be
requested by the Corporate Secretary. The person or persons
entitled to receive distributions and vote or execute
proxies with respect to the restricted shares, and to
receive a certificate with respect to the shares when the
provisions of this plan relating to the removal of
restrictions have been satisfied, will be that person or
those persons appearing on Global Marine's registry books as
the owner or owners of the restricted shares, and Global
Marine may treat the person or persons in whose name or
names the shares are registered as the owner or owners of
the shares for all purposes. Global Marine will have no
obligation to, or liability for any failure to, notify the
participant or any transferee of any forfeiture of
restricted shares or of any event that will or might result
in such forfeiture.
(c) None of the shares of restricted stock awarded under this
plan will become free of restrictions and non-forfeitable
until termination of the participant's service as a director
of Global Marine. Such shares will become free of
restrictions and non-forfeitable at the earlier of:
(i) the participant's termination of service as a director
resulting from his death, or resulting from his
"disability" (which means an inability, as determined
by Global Marine's Board of Directors, to perform
duties and services as a director by reason of a
medically determinable physical or mental impairment,
supported by medical evidence, which can be expected to
last for a continuous period of not less than six
months);
(ii) the participant's mandatory retirement as a director of
Global Marine resulting from operation of the
provisions of Global Marine's by-laws regarding the age
beyond which an individual may not serve as a director,
or, if said by-law provisions are inapplicable, the
participant's termination of service as a director on
or after the last day of his term of office during
which he attains age 70;
(iii) the participant's termination of service as a
director resulting from his being removed from his
office as a director or from failure of Global
Marine's Board of Directors to nominate him for
re-election, in either case other than for "cause"
(which means an act or acts of misconduct harmful
to Global Marine or any of its affiliates and does
not mean inadequate performance or incompetence);
or
(iv) the participant's resignation or failure to stand
for re-election with the consent of Global
Marine's Board of Directors (which means approval
by at least 80% of the directors voting, with the
affected director abstaining), or any failure to
be re-elected after being nominated by the Board.
Termination of service as a director for any other reason
will result in forfeiture of the restricted shares.
(d) Notwithstanding any other provision of this plan, a "change
in control" of Global Marine (as defined below) will result
in the immediate removal of all restrictions relating to all
of the restricted shares awarded pursuant to this plan. In
any situation involving acceleration of the removal of
restrictions in connection with a change in control, Global
Marine may elect, by action of its Board of Directors, to
repurchase the affected shares at their value as of the
effective day of the repurchase, determined as set forth
above in Section 5, instead of releasing the shares to the
participant owning such shares. For purposes of this plan,
a "change in control" of Global Marine will mean:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d) or 14(d) of the
U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange
Act) of 35% or more of either (A) the then outstanding
shares of common stock of Global Marine (the
"Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities
of Global Marine entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions will not constitute a change in control:
(I) any acquisition by Global Marine or by any
affiliate of Global Marine that remains under Global
Marine's control, (II) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained
by Global Marine or by any affiliate controlled by
Global Marine, (III) the sale, exchange, transfer or
other disposition of substantially all of the assets of
Global Marine to the Chief Executive Officer of Global
Marine (the "CEO"), alone or with other officers of
Global Marine, or a merger, consolidation or other
reorganization involving Global Marine and the CEO,
alone or with other officers of Global Marine, or any
other entity in which the CEO (alone or with other
officers) has, directly or indirectly, a substantial
equity or ownership interest, (IV) a transaction
otherwise commonly referred to as a "management
leveraged buyout," or (V) any acquisition by any
corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization,
merger or consolidation, the conditions described in
clauses (I), (II), (III), or (IV) are satisfied; or
(ii) Individuals who, as of the date Global Marine's
stockholders approve this plan, constitute Global
Marine's Board of Directors (the "Incumbent Board")
cease for any reason to constitute at least a majority
of Global Marine's Board of Directors; provided,
however, that any individual becoming a director
subsequent to the date Global Marine's stockholders
approve this plan whose election, or nomination for
election by Global Marine's stockholders, was approved
by a vote of at least a majority of the directors then
comprising the Incumbent Board will be considered as
though such individual were a member of the Incumbent
Board, but excluding for this purpose any such
individual whose initial assumption of office occurs as
a result of either an actual or threatened election
contest (meaning a solicitation of the type that would
be subject to Rule 14a-11 of Regulation 14A under the
Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of
a Person other than Global Marine's Board of Directors;
or
(iii) Approval by Global Marine's stockholders of a
reorganization, merger or consolidation, in each
case unless, following such reorganization, merger
or consolidation, (A) more than 50% of,
respectively, the then outstanding shares of
common stock of the corporation resulting from
such reorganization, merger or consolidation and
the combined voting power of the then outstanding
voting securities of such corporation entitled to
vote generally in the election of directors is
then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and
entities who were the beneficial owners,
respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger
or consolidation in substantially the same
proportions as their ownership, immediately prior
to such reorganization, merger or consolidation,
of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding Global Marine,
any affiliate of Global Marine that remains under
Global Marine's control, any employee benefit plan
(or related trust) sponsored or maintained by
Global Marine or by any affiliate controlled by
Global Marine or such corporation resulting from
such reorganization, merger or consolidation, and
any Person beneficially owning, immediately prior
to such reorganization, merger or consolidation,
directly or indirectly, 35% or more of the
Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 35% or
more of, respectively, the then outstanding shares
of common stock of the corporation resulting from
such reorganization, merger or consolidation or
the combined voting power of the then outstanding
voting securities of such corporation entitled to
vote generally in the election of directors, and
(C) at least a majority of the members of the
board of directors of the corporation resulting
from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of
the execution of the initial agreement providing
for such reorganization, merger or consolidation;
or
(iv) Approval by Global Marine's stockholders of any plan or
proposal which would result directly or indirectly in
(A) a complete liquidation or dissolution of Global
Marine, or (B) the liquidation, transfer, sale or other
disposition of all or substantially all of the assets
of Global Marine, other than to a corporation with
respect to which following such sale or other
disposition (I) more than 50% of, respectively, the
then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and
entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
sale or other disposition in substantially the same
proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (II) no person
(excluding Global Marine, any affiliate of Global
Marine that remains under Global Marine's control, any
employee benefit plan (or related trust) sponsored or
maintained by Global Marine or by any affiliate
controlled by Global Marine or such corporation, and
any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly,
35% or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may
be) beneficially owns, directly or indirectly, 35% or
more of, respectively, the then outstanding shares of
common stock of such corporation or the combined voting
power of the then outstanding voting securities of such
corporation entitled to vote generally in the election
of directors, and (III) at least a majority of the
members of the board of directors of such corporation
were members of the Incumbent Board at the time of the
execution of the initial agreement or action of Global
Marine's Board of Directors providing for such sale or
other disposition of assets.
(e) All shares with respect to which the restrictions are not
removed in accordance with this plan when a participant
terminates service as a Global Marine director will be
forfeited by the participant.
(f) The issuance, registration or delivery of any shares
pursuant to this plan may be postponed for such period as
may be required to comply with any applicable requirements
of any national securities exchange or any requirements
under any other law or regulation applicable to the
issuance, registration or delivery of such shares, and
Global Marine will not be obligated to issue, register or
deliver any such shares if the issuance, registration or
delivery thereof will constitute a violation of any
provision of any law or regulation of any governmental
authority or any national securities exchange.
SECTION 7 - AMENDMENT OR TERMINATION OF PLAN
Global Marine reserves the right to amend, suspend or
terminate this plan at any time by action of its Board of
Directors, provided, however, that, subject to Section 9
(relating to certain adjustments to shares) such action will not
(a) adversely affect any participant's rights under this plan
with respect to awards of restricted stock made prior to such
action without the participant's consent, (b) increase the
aggregate number of shares available for award under this plan
without the approval of Global Marine's stockholders, or (c)
change the plan's restriction periods for restricted stock
without the approval of Global Marine's stockholders.
SECTION 8 - ADMINISTRATION
This plan will be administered by the Compensation Committee
of Global Marine's Board of Directors. All decisions made by the
Compensation Committee with respect to interpretation of the
terms of the plan, with respect to the restrictions, terms and
conditions of the restricted shares, and with respect to any
questions or disputes arising under the plan, will be final and
binding on Global Marine and the participants and on their
successors, heirs and beneficiaries.
SECTION 9 - CHANGES IN STOCK
AND ADJUSTMENT OF NUMBER OF SHARES
In the event of a corporate transaction involving Global
Marine (including without limitation any stock dividend, stock
split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), Global Marine's Board of
Directors may make adjustments to preserve the benefits or
potential benefits of awards under this plan. Such adjustments
may include adjustment of the number and kind of shares which may
be issued or delivered under the plan, adjustment of the number
and kind of shares subject to outstanding awards, and any other
adjustments that the Board of Directors determines to be
equitable.
SECTION 10 - DESIGNATION OF BENEFICIARY
A participant may file with the Corporate Secretary of
Global Marine a designation of beneficiary or beneficiaries on a
form approved by the Corporate Secretary (which designation may
be changed or revoked by the participant's sole election) to
receive distribution of all or a designated portion of the
participant's restricted shares awarded under this plan upon the
death of the participant. If no beneficiary has been designated
or survives the participant, then the participant's restricted
shares awarded under this plan will be distributed as directed by
the executor or administrator of the participant's estate.
SECTION 11 - RIGHT TO TERMINATE SERVICES
This plan will not impose any obligation on Global Marine to
continue the services of any participant as a director, and it
will not impose any obligation on any participant to remain a
director.
SECTION 12 - POOLING OF INTERESTS ACCOUNTING
Global Marine's Board of Directors may, in its sole and
absolute discretion, declare inoperative anything in this plan or
in the restrictions, terms or conditions pertaining to any award
under the plan, including any outstanding award, that adversely
affects pooling of interests accounting.
