EXHIBIT 4.2
[GRAPHIC OMITTED]
MOTIENT CORPORATION
STOCK AWARD PLAN
Amended and Restated May 23, 2000
1. Definitions
In this Plan, except where the context otherwise indicates, the
following definitions apply:
A. "Agreement" means a written agreement implementing a grant of an Option
or an award of Bonus Stock.
B. "Board" means the Board of Directors of the Corporation.
C. "Bonus Stock" means Shares awarded under the Plan in accordance with
the terms of Article 9.
D. "Code" means the Internal Revenue Code of 1986, as amended.
E. "Committee" means the committee of the Board meeting the standards of
Rule 16b-3(c)(2)(i) under the Exchange Act, or any similar successor
rule, appointed by the Board to administer the Plan. Unless otherwise
determined by the Board, the Compensation Committee of the Board shall
be the Committee.
F. "Common Stock" means the common stock, par value $.01 per share, of the
Corporation.
G. "Corporation" means MOTIENT CORPORATION.
H. "Date of Exercise" means the date on which the Corporation receives
notice of the exercise of an Option in accordance with the terms of
Article 7.
I. "Date of Grant" means the date as of which an Option is granted or an
award of Bonus Stock is authorized by the action of the Committee or
such later date as may be specified in the authorization.
J. "Employee" means any person determined by the Committee to be an
employee of the Corporation or of a Subsidiary.
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K. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
L. "Fair Market Value" of a Share means the amount equal to the average
of the high and low prices of a Share on the applicable date as
reported by the consolidated tape of the National Association of
Securities Dealers Automated Quotation (or on such other recognized
quotation system on which the trading prices of the Common Stock are
quoted on the applicable date), or, if no Share transactions are
reported on such tape (or such other system) on the applicable date,
the high and low prices of a Share on the immediately preceding date
on which Share transactions were so reported, or as determined
pursuant to a reasonable method adopted by the Committee in good faith
for such purpose.
M. "Grantee" means an Employee to whom bonus Stock has been awarded.
N. "Insider" means an Optionee or Grantee who is subject to the reporting
requirements under Section 16(a) of the Exchange Act.
O. "Option" means an option to purchase Shares granted under the Plan in
accordance with the terms of Article 6.
P. "Option Period" means the period during which an Option may be
exercised.
Q. "Option Price" means the price per Share at which an Option may be
exercised. The Option Price shall not be less than the greater of the
Fair Market Value per Share determined as of the Date of Grant or the
par value of the Common Stock.
R. "Optionee" means an Employee to whom an Option has been granted.
S. "Plan" means this MOTIENT CORPORATION Stock Award Plan.
T. "Reload Option" means a new Option granted to an Optionee upon the
surrender of Shares to pay the Option Price of a previously granted
Option. The Option Price for any Reload Option shall not be less than
the greater of the Fair Market Value of a Share on the date that
Shares are surrendered in payment of the Option Price in accordance
with Section 3.A(d) or the par value of the Common Stock. Other terms
of the Reload Option shall be the same as the terms contained in the
Optionee's Agreement relating to the Option being exercised.
U. "Share" means a share of Common Stock.
V. "Subsidiary" means a corporation at least 50% of the total combined
voting power of all classes of stock of which is owned by the
Corporation either directly or through one or more Subsidiaries.
W. "Withholding Tax Liabilities" means the Corporation's federal, state
and any local income tax and payroll withholding tax obligations
arising in connection with the exercise of an Option or the award of
Bonus Stock under the Plan. Withholding Tax Liabilities does not
include the Corporation's share of any payroll taxes.
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2. Purpose
The Plan is intended to assist in attracting and retaining Employees of
outstanding ability and to promote the identification of their interests with
those of the shareholders of the Corporation.
3. Administration
The Plan shall be administered by the Committee. In addition to any
other powers granted to the Committee, it shall have the following powers,
subject to the express provisions of the Plan:
A. subject to the provisions of this Plan, to determine in its discretion
the Employees to whom options shall be granted and to whom Bonus Stock
shall be awarded, the number of Shares to be subject to each Option or
Bonus Stock award, and the terms upon which Options may be acquired
and exercised and the terms and conditions of Bonus Stock awards
B. to determine all other terms and provisions of each Agreement, which
need not be identical;
C. without limiting the generality of the foregoing, to provide in its
discretion in an Agreement:
a. for an agreement by the Optionee or Grantee to render services to
the Corporation upon such terms and conditions as may be specified
in the Agreement, provided that the Committee shall not have the
power to commit the Corporation to employ or otherwise retain any
Optionee or Grantee;
b. for restrictions on the transfer, sale or other disposition of
Shares issued to the Optionee upon the exercise of an Option
or for other restrictions permitted by Article 9 with respect to
Bonus Stock;
c. for an agreement by the Optionee or Grantee to resell to the
Corporation, under specified conditions, Shares issued upon the
exercise of an Option or awarded as Bonus Stock;
d. for the right of the Optionee to surrender to the Corporation an
Option (or a portion thereof) that has become exercisable
and receive upon such surrender, without any payment to the
Corporation or a Subsidiary (other than amounts necessary to
satisfy Withholding Tax Liabilities with respect to the Option)
that number of Shares (equal to the highest whole number of Shares)
having an aggregate Fair Market Value as of the date of surrender
equal to that number of Shares subject to the Option (or portion
thereof) being surrendered multiplied by an amount equal to the
excess of (i) the Fair Market Value of a Share on the date of
surrender over (ii) the Option Price, plus an mount of cash equal
to the Fair Market Value of any fractional Share to which the
Optionee might be entitled; any such surrender shall be treated as
the exercise of the Option (or portion thereof); and
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e. for the automatic issuance of a Reload Option covering a number of
Shares equal to the number of any Shares used to pay the Option
Price;
D. to construe and interpret the Agreements and the Plan;
E. to require, whether or not provided for in the pertinent Agreement, of
any person exercising an Option or acquiring Shares of Bonus Stock, at
the time of such exercise or acquisition, the making of any
representations or agreements which the Committee may deem necessary or
advisable in order to comply with the securities laws or the United
States or of any state; and
F. to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
Any determinations or actions made or taken by the Committee pursuant
to this Article shall, subject to the express provisions of this Plan, be
binding and final.
4. Eligibility
Options and Bonus Stock may be granted or awarded only to Employees,
provided, however, that members or the Committee are not eligible to
receive Options or Bonus Stock. Subject to the limitations of Section
5.A, an Employee who has been granted an Option or Bonus Stock may be
granted additional Options or Bonus Stock.
5. Stock Subject to the Plan
A. Subject to adjustment as provided in Article 11, an aggregate of
7,300,000 authorized and unissued Shares, reissued treasury Shares, or
Shares otherwise acquired by the Corporation, may be issued under the
Plan upon the exercise of Options or pursuant to awards of Bonus
Stock, provided, however, that no Employee may be granted Options and
awarded Bonus Stock covering more than 50% of the number of Shares
issuable under the Plan.
B. If an Option expires or terminates for any reason without having been
fully exercised, or if Shares of Bonus Stock are forfeited, the
unpurchased Shares which had been subject to the Option at the time of
its expiration or termination, or the forfeited Shares of Bonus Stock,
shall become available for the grant of other Options or for the award
of additional Shares of Bonus Stock, provided, that in the case of
forfeited Shares and to the extent necessary to satisfy the provisions
of Rule 16b-3 under the Exchange Act, the Grantee has received no
dividends prior to forfeiture with respect to such Shares.
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6. Options
A. Subject to the provisions of this Plan, the Committee is hereby
authorized to grant Options to Employees.
B. All Agreements granting Options shall contain a statement that the
Option is intended to be a nonstatutory stock option and not an
incentive stock option as defined in section 422 of the Code.
C. The Option Period shall be determined by the Committee and
specifically set forth in the Agreement, provided, however, that an
Option shall not be exercisable before six months from the Date of
Grant (except that this limitation need not apply in the event of the
death of the Optionee within the six-month period) and no Option shall
be exercisable after ten years after the Date of Grant.
D. By accepting the grant of an Option under the Plan, each Optionee
agrees, for the Optionee and his or her successors, that the Option may
not be exercised at any time that the Corporation does not have in
effect a registration statement under the Securities Act of 1933, as
amended, relating to the offer of Common Stock to the Optionee under
the Plan, unless the Corporation agrees to permit such exercise, and
that, upon the issuance of any Shares upon the exercise of the Option,
the Optionee will, upon the request of the Corporation, agree in
writing that he or she is acquiring such Shares for investment only and
not with a view to resale, and that he or she will not sell, pledge or
otherwise dispose of such Shares so issued unless and until (i) the
Corporation is furnished with an opinion of counsel to the effect that
registration of such Shares pursuant to the Securities Act of 1933, as
amended, is not required by that Act and the rules and regulations
thereunder; (ii) the staff of the Securities and Exchange Commission
has issued a "no-action" letter with respect to such disposition; or
(iii) such registration or notification as is, in the opinion of
counsel for the Corporation, required for the lawful disposition of
such Shares has been filed by the Corporation and has become effective;
provided, however, that the Corporation shall not be obligated to file
any such registration or notification. The Option shall further agree
that the Company may place a legend embodying such restriction on the
certificates evidencing such shares.
E. All other terms of Options granted under the Plan shall be determined
by the Committee in its sole discretion, as exercised consistently
with the terms of the Plan, and specifically set forth in the
Optionee's agreement. Any terms of Options determined by the Committee
that vary from the express terms set forth in the Plan also shall be
specifically set forth in the Optionee's Agreement.
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7. Exercise
A. An Option may, subject to the provisions of the Agreement under which
it was granted, be exercised in whole or in part by the delivery to
the Corporation of written notice of the exercise, in such form as the
Committee may prescribe, accompanied by full payment of the Option
Price for the Shares with respect to which the Option is exercised in
accordance with Section 7.B, and by satisfaction by the Optionee of
Withholding Tax Liabilities in accordance with Article 10.
B. The Option Price may be paid in the form of (i) cash, which may
include an assignment of the right to receive cash proceeds of the
sale of Common Stock subject to the Option pursuant to a "cashless
exercise" of the Option through a transaction with a broker, (ii) duly
endorsed certificates representing Shares (other than Shares that are
subject to a substantial risk of forfeiture) having a Fair Market
Value on the Date of Exercise aggregating not more than the portion of
the Option Price being paid by delivery of such Shares, or (iii) a
combination of cash and Shares as provided in Sections 7.B(i) and
(ii).
C. To the extent required to comply with Treasury Regulations Sections
1.401(k)-1(d)(2)(iv)(B)(4), or any amendment or successor thereto, an
Optionee's "elective and employee contributions" (within the meaning
of such Treasury Regulation) under the Plan shall be suspended for a
period of twelve months following such Optionee's receipt of a
hardship distribution made in reliance on such Treasury Regulation
from any plan containing a cash or deferred arrangement under Section
401(k) of the Code maintained by the Corporation or a related party
within the provisions of subsections (b), (c), (m) or (o) of Section
414 of the Code.
8. Nontransferability
Options granted under the Plan shall not be transferable otherwise than
(a) by will or the laws of descent and distribution, or (b) pursuant to a
qualified domestic relations order as defined in Section 414(p) of the Code or
Title I of the Employee Retirement Income Security Act or the rules thereunder,
and an Option may be exercised, during the Optionee's lifetime, only by the
Optionee or, in the case of the Optionee's legal disability, by the Optionee's
legal representative.
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9. Bonus Stock
A. Subject to the provisions of this Plan, the Committee is hereby
authorized to award Bonus Stock to Employees.
B. Bonus Stock shall be Shares that shall be issued at such times,
subject to achievement of such performance or other goals and on such
other terms and conditions as the Committee shall deem appropriate.
10. Satisfaction of Withholding Tax Liabilities
Each Optionee or Grantee must provide the Corporation with the means to
satisfy the Corporation's Withholding Tax Liabilities, with respect to any
income recognized by the Optionee or Grantee as a result of the exercise of an
Option or award of Bonus Stock. Unless otherwise determined by the Committee and
specifically set forth in the Optionee's or Grantee's Agreement, an Option or
Grantee may satisfy Withholding Tax Liabilities by (i) delivering cash to the
Corporation, (ii) electing to have th Corporation retain Shares otherwise
issuable on the exercise of the Option or pursuant to the award of Bonus Stock
(other than Shares that are subject to a substantial risk of forfeiture), (iii)
delivering shares (other than Shares that are subject to a substantial risk of
forfeiture) to the Corporation, or (iv) electing to satisfy Withholding Tax
Liabilities through a combination of clauses (i), (ii) or (iii) of this Article
10. Satisfaction of Withholding Tax Liabilities also shall be accomplished unde
such additional reasonable terms and conditions as the Committee deems
appropriate. Unless otherwise determined by the Committee and specifically set
forth in the Optionee's or Grantee's Agreement, in the case of an Insider who
elects to satisfy Withholding Tax Liabilities by having the Corporation retain
Shares otherwise issuable on the exercise of an Option or pursuant to an award
to Bonus Stock, the Insider shall have the right to so satisfy Withholding Tax
Liabilities through (a) an irrevocable election made at least six months in
advance of the date on which the Withholding Tax Liabilities arise, and (b) if
the Withholding Tax Liabilities arise during the ten business day period
beginning on the third business day following the public release of the
Corporation's quarterly or annual earnings ("Window Period"), an irrevocable
election made during such Window Period.
11. Capital Adjustments
The number and class of Shares subject to each outstanding Option or
award of Bonus Stock, the Option Price and the aggregate number and class of
Shares for which grants or awards thereafter may be made shall be equitably
adjusted by the Committee to reflect such events as stock dividends, stock
splits, extraordinary cash dividends, adoption of stock rights plans, split-ups,
split-offs, spin-offs, liquidations, combinations or exchange of shares,
recapitalizations, mergers, consolidations, reorganizations or any similar
transaction of or by the Corporation.
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12. Termination or Amendment
The Board shall have the power to terminate the Plan and to amend it in
any respect, provided that, after the Plan has been approved by the shareholders
of the Company, the Board may not, without the approval of the shareholders of
the Company if such approval is then required by applicable law or in order for
the Plan to continue to satisfy the requirements of Rule 16b-3 under the
Exchange Act, amend the Plan so as to increase materially the number of Shares
that may be issued under the Plan (except as provided in Article 11), to modify
materially the requirements as to eligibility for participation in the Plan, or
to increase materially the benefits accruing to participants under the Plan. No
termination or amendment of the Plan shall, without his or her consent,
adversely affect the rights or obligations of any Optionee or Grantee.
13. Modification, Extension and Renewal of Options and Bonus Stock
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Options, or accept
the surrender of outstanding Options (to the extent not theretofore exercised)
granted under the Plan or under any other plan of the Corporation, or a company
or similar entity acquired by the Corporation or a Subsidiary, and authorize the
granting of new Options (to the extent not theretofore exercised), pursuant to
the Plan in substitution therefor and the substituted Options may specify a
lower exercise price than the surrendered Options, a longer term than the
surrendered Options or have any other provisions that are authorized by the
Plan. Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify the terms of any outstanding Agreement providing
for an award of Bonus Stock. Notwithstanding the foregoing, however, no
modification of an Option granted under the Plan, or an award of Bonus Stock,
shall, without the consent of the Optionee or Grantee, alter or impair any of
the Optionee's or Grantee's right or obligations.
14. Effectiveness of the Plan
The Plan and any amendments requiring shareholder approval pursuant to
Article 12 are subject to approval by vote of the shareholders of the
Corporation within 12 months after their adoption by the Board. Subject to that
approval, the Plan and any amendments are effective on the date on which they
are adopted by the Board. Options and Bonus Stock may be granted or awarded
prior to shareholder approval of the Plan or amendments, but each such Option or
Bonus Stock grant or award shall be subject to the approval of the Plan or
amendments by the shareholders. Except to the extent required to satisfy the
requirements of Rule 16b-3 under the Exchange Act, the date on which any Option
or Bonus Stock granted or awarded prior to shareholder approval of the Plan or
amendment is granted or awarded shall be the Date of Grant for all purposes as
if the Option or Bonus Stock had not been subject to approval. No Option may be
exercised prior to such shareholder approval, and any Bonus Stock awarded shall
be forfeited if such shareholder approval is not obtained.
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15. Term of the Plan
Unless sooner terminated by the Board pursuant to Article 12, the
Plan shall terminate on December 6, 2003, and no Options or Bonus Stock may be
granted after termination. The termination shall not affect the validity of any
Options or Bonus Stock may be granted after termination. The termination shall
not affect the validity of any Option or Bonus stock outstanding on the date of
termination.
16. Indemnification of Committee
In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option or Bonus Stock
granted or awarded hereunder, and against all amounts reasonably paid by them in
settlement thereof or paid by them in satisfaction or judgment in any such
action, suit or proceeding, if such members acted in good faith and in a manner
which they believed to be in, and not opposed to, the best interests of the
Corporation.
17. General Provisions
A. The establishment of the Plan shall not confer upon any Employee any
legal or equitable right against the Corporation, any Subsidiary or
the Committee, except as expressly provided in the Plan.
B. The Plan does not constitute inducement or consideration for the
employment of any Employee, nor is it a contract between the
Corporation or a Subsidiary and any Employee. Participation in the
Plan shall not give an Employee any right to be retained in the
service of the Corporation or Subsidiary.
C. The Corporation and is Subsidiaries may assume options, warrants, or
rights to purchase stock issued or granted by other corporations whose
stock or assets shall be acquired by the Corporation or a Subsidiary,
or which shall be merged into or consolidated with the Corporation or
a Subsidiary. Neither the adoption of this Plan, nor its submission to
the shareholders, shall be taken to impose any limitations on the
powers of the Corporation or its affiliates to issue, grant, or assume
options, warrants, rights, or bonus stock, otherwise than under this
Plan, or to adopt other stock option stock or bonus stock plans or to
impose any requirement of shareholder approval upon the same.
D. The interests of any Employee under the Plan are not subject to the
claims of creditors and may not, in any way, be assigned, alienated or
encumbered except as provided in Article 8.
E. The Plan and each Agreement shall be governed, construed and
administered in accordance with the laws of the State of Delaware.
F. The adoption of the Plan, the grant and exercise of Options and the
award of Bonus Stock shall be subject to receipt of all required
regulatory approvals, including without limitation any required
approvals of the Federal Communications Commission.
G. Should any provision of the Plan that is intended to comply with the
provisions of Rule 16b-3 under the Exchange Act at the date of the
adoption of the Plan by the Board not be necessary for such
compliance, or become no longer necessary for such compliance, such
provision of the Plan shall have no force or effect under the Plan as
of the date that such provision is not required for purpose of
satisfying the provisions of Rule 16b-3 under the Exchange Act.
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