EX-10.3



 





Exhibit 10.3




FIRST AMENDED AND RESTATED

CENTENNIAL COMMUNICATIONS CORP. AND ITS SUBSIDIARIES 1999 STOCK

OPTION AND RESTRICTED STOCK PURCHASE PLAN



Section 1. Purpose. The purpose of the Centennial Communications Corp. and its
Subsidiaries 1999 Stock Option and Restricted Stock Purchase Plan (the “Plan”) is to promote the
interests of Centennial Communications Corp., a Delaware corporation (the “Company”), and any
Subsidiary thereof and the interests of the Company’s stockholders by providing an opportunity to
selected Employees to purchase Common Stock of the Company. By encouraging such stock ownership,
the Company seeks to attract, retain and motivate such employees and other persons and to encourage
such employees and other persons to devote their best efforts to the business and financial success
of the Company. It is intended that this purpose will be effected by the granting of “non-qualified
stock options” and/or “incentive stock options” to acquire the Common Stock of the Company and/or
by the granting of rights to purchase the Common Stock of the Company on a “restricted stock”
basis. Under the Plan, the Committee (as hereinafter defined) shall have the authority (in its sole
discretion) to grant “incentive stock options” within the meaning of Section 422(b) of the Code,
“non-qualified stock options” as
described in Treasury Regulation Section 1.83-7 or any successor regulation thereto, or “restricted
stock” awards.




     No grant of “incentive stock options” shall be made under this Plan unless such
Plan is approved by the stockholders of the Company within 12 months of the date of the adoption of
such Plan.


Section 2. Definitions. For purposes of the Plan, the following terms used herein
shall have the following meanings, unless a different meaning is clearly required by the context:





2.1 “Award” shall mean an award of the right to purchase Common Stock granted under
the provisions of Section 7 of the Plan.




2.2. “Board of Directors” shall mean the Board of Directors of the Company.




2.3. “Code” shall mean the Internal Revenue Code of 1986, as amended.




2.4. “Committee” shall mean the committee of the Board of Directors referred to in
Section 5 hereof; provided, that if no such committee is appointed by the Board of Directors
or if the Committee does not convene to take any action, the Board of Directors shall have
all of the authority and obligations of the Committee under the Plan.




2.5. “Common Stock” shall mean the Common Stock, $.01 par value, of the Company.




2.6. “Employee” shall mean (i) with respect to an ISO, any person, including,
without limitation, an officer of the Company, who, at the time an ISO is granted to such
person hereunder, is employed by the Company or any Parent or Subsidiary of the Company, and
(ii) with respect to a Non-Qualified Option and/or an Award, any person employed



 









 







by, or performing services for, the Company or any Parent or Subsidiary of the Company,
including, without limitation, employees, officers and consultants.




2.7. “Fair Market Value” on any date shall mean, with respect to Common Stock or
other property, the fair market value of such Common Stock or other property determined by
such methods or procedures as shall be established from time to time by the Committee.
Unless otherwise determined by the Committee in good faith, the per share Fair Market Value
of Common Stock as of a particular date shall mean, (i) the closing sales price per share of
Common Stock on the national securities exchange on which the Common Stock is principally
traded (or if there shall be no such closing price on such date, the last preceding date on
which there was a sale of such Common Stock on such exchange), or (ii) if the shares of
Common Stock are then traded in an over-the-counter market, the average of the closing bid
and asked prices for the shares of Common Stock in such over-the-counter market (or if no
such prices exist on such date, the last preceding date on which there was a sale of such
Common Stock in such market), or if the shares of Common Stock are not then listed on a
national securities exchange or traded in an over-the-counter market, such value as the
Committee, in its sole discretion, shall determine in good faith.




2.8. “ISO” shall mean an Option granted to a Participant pursuant to the Plan that
constitutes and shall be treated as an “incentive stock option” as defined in Section 422(b)
of the Code.




2.9. “Non-Qualified Option” shall mean an Option granted to a Participant pursuant
to the Plan that is intended to be, and qualifies as, a “non-qualified stock option” as
described in Treasury Regulation Section 1.83-7 or any successor regulation thereto and that
shall not constitute or be treated as an ISO.




2.10. “Option” shall mean any ISO or Non-Qualified Option granted to an Employee
pursuant to the Plan.




2.11. “Participant” shall mean any Employee to whom an Award and/or an Option is
granted under the Plan.




2.12. “Parent” of the Company shall have the meaning set forth in Section 424(e) of
the Code.




2.13. “Subsidiary” of the Company shall have the meaning set forth in Section 424(f)
of the Code.


Section 3. Eligibility. Awards and/or Options may be granted to any Employee. The
Committee shall have the sole authority to select the persons to whom Awards and/or Options are to
be granted hereunder, and to determine whether a person is to be granted a Non-Qualified Option, an
ISO or an Award or any combination thereof. No person shall have any right to participate in the
Plan. Any person selected by the Committee for participation during any one period will not by
virtue of such participation have the right to be selected as a Participant for any other period.




 









 







Section 4. Common Stock Subject to the Plan.




     4.1. Number of Shares. The total number of shares of Common Stock for which
Options and/or Awards may be granted under the Plan shall not exceed in the aggregate 17,456,720
shares of Common Stock (subject to adjustment as provided in
Section 8 hereof). In no event may any Employee be granted more than 5,000,000 Options in any
fiscal year of the Company.



     4.2. Reissuance. The shares of Common Stock that may be subject to Options
and/or Awards granted under the Plan may be either authorized and unissued shares or shares
reacquired at any time and now or hereafter held as treasury stock as the Committee may determine.
In the event that any outstanding Option expires or is terminated for any reason, the shares
allocable to the unexercised portion of such Option may again be subject to an Option
and/or Award granted under the Plan. If any shares of Common Stock issued or sold pursuant to an
Award or the exercise of an Option shall have been repurchased by the Company, then such shares may
again be subject to an Option and/or Award granted under the Plan.



     4.3. Special ISO Limitations.




     (a) The aggregate Fair Market Value (determined as of the date an ISO is granted) of
the shares of Common Stock with respect to which ISOs are exercisable for the first time by
an Employee during any calendar year (under all incentive stock option plans of the Company
or any Parent or Subsidiary of the Company) shall not exceed $100,000.




     (b) No ISO shall be granted to an Employee who, at the time the ISO
is granted,
owns (actually or constructively under the provisions of Section 424(d) of the Code) stock
possessing more than 10% of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company, unless (i) the option price is at least
110% of the Fair Market Value (determined as of the time the ISO is granted) of the shares
of Common Stock subject to the ISO and (ii) the ISO by its terms is not exercisable more
than five years from the date it is granted.



     4.4. Limitations Not Applicable to Non-Qualified Options or Awards. 



Notwithstanding any other provision of the Plan, the provisions of Sections 4.3(a) and (b) shall
not apply, nor shall be construed to apply, to any Non-Qualified Option or Award granted under the
Plan.



Section 5. Administration of the Plan.




     5.1. Administration. Subject to the proviso in Section 2.4 hereof, the Plan shall be
administered by a committee of the Board of Directors (the “Committee”) established by the Board of
Directors and consisting of no less than two persons. Each member of the Committee shall be a
“Non-Employee Director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and an “outside director”



 









 




within the meaning of Treasury regulation Section 1.162-27(e)(3). The Committee shall be appointed
from time to time by, and shall serve at the pleasure of, the Board of Directors.




     5.2. Grant of Options/Awards.




     (a) Options. The Committee shall have the sole authority and discretion
under the
Plan (i) to select the Employees who are to be granted Options hereunder; (ii) to designate
whether any Option to be granted hereunder is to be an ISO or a Non-Qualified Option; (iii)
to establish the number of shares of Common Stock that may be subject to each Option; (iv)
to determine the time and the conditions subject to which Options may be exercised in whole
or in part; (v) to determine the amount (not less than the par value per share) and the form
of the consideration that may be used to purchase shares of Common Stock upon exercise of
any Option (including, without limitation, the circumstances under which issued and
outstanding shares of Common Stock owned by a Participant may be used by the Participant to
exercise an Option); (vi) to impose Restrictions and/or conditions with respect to shares of
Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances under which shares
of Common Stock acquired upon exercise of any Option may be subject to repurchase by the
Company; (viii) to determine the circumstances and conditions subject to which shares
acquired upon exercise of an Option may be sold or otherwise transferred, including, without
limitation, the circumstances and conditions subject to which a proposed sale of shares of
Common Stock acquired upon exercise of an Option may be subject to the Company’s right of
first refusal (as well as the terms and conditions of any such right of first refusal); (ix)
to establish a vesting provision for any Option relating to the time when (or the
circumstances under which) the Option may be exercised by a Participant, including, without
limitation, vesting provisions that may be contingent upon (A) the Company’s meeting
specified financial goals, (B) a change of control of the Company or (C) the occurrence of
other specified events; (x) to accelerate the time when outstanding Options may be
exercised, and (xi) to establish any other terms, restrictions and/or conditions applicable
to any Option not inconsistent with the provisions of the Plan.




     (b) Awards. The Committee shall have the sole authority
and discretion under the
Plan (i) to select the Employees who are to be granted Awards hereunder; (ii) to determine
the amount to be paid by a Participant to acquire shares of Common Stock pursuant to an
Award, which amount may be equal to, more than, or less than the Fair Market Value of such
shares on the date the Award is granted (but in no event less than the par value of such
shares); (iii) to determine the time or times and the conditions subject to which Awards may
be made; (iv) to determine the time or times and the conditions subject to which the shares
of Common Stock subject to an Award are to become vested and no longer subject to repurchase
by the Company; (v) to establish transfer restrictions and the terms and conditions on which
any such transfer restrictions with respect to shares of Common Stock acquired pursuant to
an Award shall lapse; (vi) to establish vesting provisions with respect to any shares of
Common Stock subject to an Award, including, without limitation, vesting provisions which
may be contingent upon (A) the Company’s meeting specified financial goals, (B) a change of
control of the



 









 







Company or (C) the occurrence of other specified events; (vii) to determine the
circumstances under which shares of Common Stock acquired pursuant to an Award may be
subject to repurchase by the Company; (viii) to determine the circumstances and conditions
subject to which any shares of Common Stock acquired pursuant to an Award may be sold or
otherwise transferred, including, without limitation, the circumstances and conditions
subject to which a proposed sale of shares of common Stock acquired pursuant to an Award
may be subject to the Company’s right of first refusal (as well as the terms and conditions
of any such right of first refusal); (ix) to determine the form of consideration that may be
used to purchase shares of Common Stock pursuant to an Award (including, without limitation,
the circumstances under which issued and outstanding shares of Common Stock owned by a
Participant may be used by the Participant to purchase the Common Stock subject to an
Award); (x) to accelerate the time at which any or all restrictions imposed with respect to
any shares of Common Stock subject to an Award will lapse; and (xi) to establish any other
terms, restrictions and/or conditions applicable to any Award not inconsistent with the
provisions of the Plan.



     5.3. Interpretation. The Committee shall be authorized to interpret the Plan and
may, from time to time, adopt such rules and regulations, not inconsistent with the provisions of
the Plan, as it may deem advisable to carry out the purposes of the Plan.



     5.4. Finality. The interpretation and construction by the Committee of any
provision of the Plan, any Option and/or Award granted hereunder or any agreement evidencing any
such Option and/or Award shall be final and conclusive upon all parties.



     5.5. Expenses, Etc. All expenses and liabilities incurred by the Committee in the
administration of the Plan shall be borne by the Company. The Committee may employ attorneys,
consultants, accountants or other persons in connection with the administration of the Plan. The
Company, and its officers and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the Plan or any Option
and/or Award granted hereunder.


Section 6. Terms and Conditions of Options.




     6.1. ISOs. The terms and conditions of each ISO granted under the Plan shall be


specified by the Committee and shall be set forth in an ISO agreement between the Company and the
Participant in such form as the Committee shall approve. The terms and conditions of each ISO shall
be such that each ISO issued hereunder shall constitute and shall be treated as an “incentive stock
option” as defined in Section 422(b) of the Code. The terms and conditions of any ISO granted
hereunder need not be identical to those of any other ISO granted hereunder.



     The terms and conditions of each ISO shall include the following:




     (a) The option price shall be fixed by the Committee but shall in
no event be less



 









 







than 100% (or 110% in the case of an Employee referred to in Section 4.3(b) hereof) of the
Fair Market Value of the shares of Common Stock subject to the ISO on the date the ISO is
granted.




     (b) ISOs, by their terms, shall not be transferable otherwise than by will or the
laws of descent and distribution, and, during a Participant’s lifetime, an ISO shall be
exercisable only by the Participant.




     (c) The Committee shall fix the term of all ISOs granted pursuant to the Plan
(including, without limitation, the date on which such ISO shall expire and terminate);
provided, however, that such term shall in no event exceed ten years from the date on which
such ISO is granted (or, in the case of an ISO granted to an Employee referred to in Section
4.3(b) hereof, such term shall in no event exceed five years from the date on which such ISO
is granted).


Each ISO shall be exercisable in such amount or amounts, under such conditions and at such times or
intervals or in such installments as shall be determined by the Committee in its sole discretion.




     (d) To the extent that the Company or any Parent or Subsidiary of the Company is
required to withhold any Federal, state or local taxes in respect of any compensation income
realized by any Participant as a result of any “disqualifying disposition” of any shares of Common
Stock acquired upon exercise of an ISO granted hereunder, the Company shall deduct from any
payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state
or local taxes required to be so withheld or, if such payments are insufficient to satisfy such
Federal, state or local taxes, such Participant will be required to pay to the Company, or make
other arrangements satisfactory to the Company regarding payment to the Company of, the aggregate
amount of any such taxes. All matters with respect to the total amount of taxes to be withheld in
respect of any such compensation income shall be determined by the Committee, in its sole
discretion.




          (e)The terms and conditions of each ISO may include the following provisions:





     (i) In the event a Participant’s employment on a full-time basis by the Company or
any Parent or Subsidiary of the Company shall be terminated for cause or shall be terminated
by the Participant for any reason whatsoever other than as a result of the Participant’s
death or “disability” (within the meaning of Section 22(e)(3) of the Code), the unexercised
portion of any ISO held by such Participant at that time may only be exercised within one
month after the date on which the Participant ceased to be so employed, and only to the
extent that the Participant could have otherwise exercised such ISO as of the date on which
he ceased to be so employed.




     (ii) In the event a Participant’s employment on a full-time basis by the Company
or any Parent or Subsidiary of the Company shall terminate for any reason other than (x) a
termination specified in clause (i) above or (y) by reason of the Participant’s death or
“disability” (within the meaning of Section 22(e)(3) of the Code), the unexercised portion



 









 







of any ISO held by such Participant at that time may only be exercised within three months
after the date on which the Participant ceased to be so employed, and only to the extent
that the Participant could have otherwise exercised such ISO as of the date on which he
ceased to be so employed.




     (iii) In the event a Participant shall cease to be employed by the Company or any
Parent or Subsidiary of the Company on a full-time basis by reason of his “disability”
(within the meaning of Section 22(e)(3) of the Code), the unexercised portion of any ISO
held by such Participant at that time may only be exercised within one year after the date
on which the Participant ceased to be so employed, and only to the extent that the
Participant could have otherwise exercised such ISO as of the date on which he ceased to be
so employed.




     (iv) In the event a Participant shall die while in the employ of the Company or a
Parent or Subsidiary of the Company (or within a period of one month after ceasing to be an
Employee for any reason other than his “disability” (within the meaning of Section 22(e)(3)
of the Code) or within a period of one year after ceasing to be an Employee by reason of
such “disability”), the unexercised portion of any ISO held by such Participant at the time
of his death may only be exercised within one year after the date of such Participant’s
death, and only to the extent that the Participant could have otherwise exercised such ISO
at the time of his death. In such event, such ISO may be exercised by the executor or
administrator of the Participant’s estate or by any person or persons who shall have
acquired the ISO directly from the Participant by bequest or inheritance.



     6.2. Non-Qualified Options. The terms and conditions of each Non-Qualified
Option granted under the Plan shall be specified by the Committee, in its sole discretion, and
shall be set forth in a written option agreement between the Company and the Participant in such
form as the Committee shall approve. The terms and conditions of each Non-Qualified Option will be
such (and each Non-Qualified Option agreement shall expressly so state) that each Non-Qualified
Option issued hereunder shall not constitute nor be treated as an “incentive stock option” as
defined in Section 422(b) of the Code, but will be a “non-qualified stock option” for Federal,
state and local income tax purposes. The terms and conditions of any Non-Qualified Option granted
hereunder need not be identical to those of any other Non-Qualified Option granted hereunder.



     The terms and conditions of each Non-Qualified Option Agreement shall include
the following:




     (a) The option (exercise) price shall be fixed by the Committee and
may be equal
to, more than or less than 100% of the Fair Market Value of the shares of Common Stock
subject to the Non-Qualified Option on the date such Non-Qualified Option is granted.



     (b) The Committee shall fix the term of all Non-Qualified Options
granted
pursuant to the Plan (including, without limitation, the date on which such Non-Qualified Option
shall expire and terminate). Such term may be more than ten years from the date on which such


 









 






Non-Qualified Option is granted. Each Non-Qualified Option shall be exercisable in such amount or
amounts, under such conditions (including, without limitation, provisions governing the rights to
exercise such Non-Qualified Option), and at such times or intervals or in such installments as
shall be determined by the Committee in its sole discretion.





     (c) Non-Qualified Options shall not be transferable otherwise than
by will or the
laws of descent and distribution, and during a Participant’s lifetime a
Non-Qualified Option shall be exercisable only by the Participant,
provided, however, that subject to the prior approval of the Committee,
any Participant may assign or transfer its Non-Qualified Options to the
Participant’s immediate family or to a trust for the benefit of those
individuals.



          (d) The terms and conditions of each Non-Qualified Option may
include the
following provisions:





     (i) In the event a Participant’s employment on a full-time basis by the Company or any
Parent or Subsidiary of the Company shall be terminated for cause or shall be terminated by
the Participant for any reason whatsoever other than as a result of the Participant’s death
or “disability” (within the meaning of Section 22(e)(3) of the Code),
the unexercised portion of any Non-Qualified Option held by such Participant at that time
may only be exercised within one month after the date on which the Participant ceased to be
an Employee, and only to the extent that the Participant could have otherwise exercised such
Non-Qualified Option as of the date on which he ceased to be an Employee.




     (ii) In the event a Participant’s employment on a full-time basis by the Company or any
Parent or Subsidiary of the Company shall terminate for any reason other than (x) a
termination specified in clause (i) above or (y) by reason of the Participant’s death or
“disability” (within the meaning of Section 22(e)(3) of the Code), the unexercised portion
of any Non-Qualified Option held by such Participant at that time may only be exercised
within three months after the date on which the Participant ceased to be an Employee, and
only to the extent that the Participant could have otherwise exercised such Non-Qualified
Option as of the date on which he ceased to be an Employee.




     (iii) In the event a Participant shall cease to be an Employee of the Company or any
Parent or Subsidiary of the Company on a full-time basis by reason of his “disability”
(within the meaning of Section 22(e)(3) of the Code), the unexercised portion of any
Non Qualified Option held by such Participant at that time may only be exercised within
one year after the date on which the Participant ceased to be an Employee, and only to the
extent that the Participant could have otherwise exercised such Non-Qualified Option as of
the date on which he ceased to be an Employee.




     (iv) In the event a Participant shall die while an Employee of the Company or a Parent
or Subsidiary of the Company (or within a period of one month after ceasing to be



 










 







an Employee for any reason other than his “disability” (within the meaning of Section
22(e)(3) of the Code) or within a period of one year after ceasing to be an Employee by
reason of such “disability”), the unexercised portion of any Non-Qualified Option held by
such Participant at the time of his death may only be exercised within one year after the
date of such Participant’s death, and only to the extent that the Participant could have
otherwise exercised such Non-Qualified Option at the time of his death. In such event, such
Non-Qualified Option may be exercised by the executor or administrator of the Participant’s
estate or by any person or persons who shall have acquired the Non-Qualified Option directly
from the Participant by bequest or inheritance.



     (e) To the extent that the Company is required to withhold any
Federal, state or
local taxes in respect of any compensation income realized by any Participant in respect of a
Non-Qualified Option granted hereunder or in respect of any shares of Common Stock acquired upon
exercise of a Non-Qualified Option, the Company shall deduct from any payments of any kind
otherwise due to such Participant the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy such Federal, state or
local taxes, or if no such payments are due or to become due to such Participant, then, such
Participant will be required to pay to the Company, or make other arrangements satisfactory to the
Company regarding payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such compensation income
shall be determined by the Committee, in its sole discretion.



7. Terms and Conditions of Awards. The terms and conditions of each Award granted under the
Plan shall be specified by the Committee, in its sole discretion, and shall be set forth in a
written agreement between the Participant and the Company, in such form as the Committee shall
approve. The terms and provisions of any Award granted hereunder need not be identical to those of
any other Award granted hereunder.




     The terms and conditions of each Award may include the following:



     (a) The amount to be paid by a Participant to acquire the shares of Common Stock
pursuant to an Award shall be fixed by the Committee and may be equal to, more than or less than
100% of the Fair Market Value of the shares of Common Stock subject to the Award on the date the
Award is granted (but in no event less than the par value of such shares).




     (b) Each Award shall contain such vesting provisions, such transfer restrictions
and such other restrictions and conditions as the Committee, in its sole discretion, may determine,
including, without limitation, the circumstances under which the Company shall have the right and
option to repurchase shares of Common Stock acquired pursuant to an Award.




     (c) Stock certificates representing Common Stock acquired pursuant to an Award
shall bear a legend referring to any restrictions imposed on such Stock and such other matters as
the Committee may determine.




     (d) To the extent that the Company is required to withhold any Federal, state or




 









 







local taxes in respect of any compensation income realized by the Participant in respect of an
Award granted hereunder, in respect of any shares acquired pursuant to an Award, or in respect of
the vesting of any such shares of Common Stock, then the Company shall deduct from any payments of
any kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld, or if such payments are insufficient to satisfy
such Federal, state or local taxes, or if no such payments are due or to become due to such
Participant, then such Participant will be required to pay to the Company, or make other
arrangements satisfactory to the Company regarding payment to the Company of, the aggregate amount
of any
such taxes. All matters with respect to the total amount of taxes to be withheld in respect of any
such compensation income shall be determined by the Committee, in its sole discretion.




Section 8. Adjustments.




     (a) In the event that the Committee determines that dilution or enlargement of benefits under
the Plan and the outstanding Awards thereunder will occur as a result of any reorganization,
merger or consolidation, recapitalization, reclassification, stock split, split-up, combination or
exchange of shares, distribution, declaration of any dividends (whether payable in Common Stock,
cash or other property) or other similar transaction or event, the Committee shall, subject to the
provisions of Section 8(c) below if the circumstances therein specified are applicable, make such
equitable changes or adjustments as it deems necessary or appropriate in order to prevent such
dilution or enlargement of benefits under the Plan and the outstanding Awards thereunder, to any or
all of (i) the number of shares of Common Stock (and the option price per share) subject to the
unexercised portion of any outstanding Option (to the nearest possible full share); provided,
however, that the limitations of Section 424 of the Code shall apply with respect to adjustments
made to ISOs, (ii) the number of shares of Common Stock to be acquired pursuant to an Award, and
(iii) the number of shares of Common Stock for which Options and/or Awards may be granted under the
Plan, as set forth in Section 4.1 hereof. All such adjustments shall be effective, final, binding
and conclusive on all persons.



     (b) If any capital reorganization or reclassification of the capital stock of the
Company or any consolidation or merger of the Company with another entity, or the sale of all or
substantially all its assets to another entity, shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or assets (including cash) with respect
to or in exchange for Common Stock, then, subject to the provisions of Section 8(c) below if the
circumstances therein specified are applicable, each holder of an Option shall thereafter have the
right to purchase, upon the exercise of the Option in accordance with the terms and conditions
specified in the option agreement governing such Option and in lieu of the shares of Common Stock
immediately theretofore receivable upon the exercise of such Option, such shares of stock,
securities or assets (including, without limitation, cash) as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore so receivable had such reorganization,
reclassification, consolidation, merger or sale not taken place.



     (c) Notwithstanding Sections 8(a) and 8(b) hereof, in the event of (i) any offer to



 









 







holders of the Company’s Common Stock generally relating to the acquisition of all or substantially
all of their shares, including, without limitation, through purchase, merger or otherwise, or (ii)
any proposed transaction generally relating to the acquisition of substantially all of the assets
or business of the Company (herein sometimes referred to as an “Acquisition”), the Committee may,
in its sole discretion, cancel any outstanding Options (provided, however, that the limitations of
Section 424 of the Code shall apply with respect to adjustments made to ISO’s) and pay or deliver,
or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a
value (as determined by the Committee acting in good faith) equal to the product of (A) the number
of shares of Common Stock (the “Option Shares”) subject to the Options so cancelled multiplied by
(B) the amount, if any, by which (1) the formula or fixed price per share paid to holders of shares
of Common Stock pursuant to such Acquisition exceeds (2) the option price applicable to such Option
Shares.


Section 9. Effect of the Plan on Employment Relationship. Neither the Plan nor
any Option and/or Award granted hereunder to a Participant shall be construed as conferring upon
such Participant any right to continue in the employ of (or otherwise provide services to) the
Company or any Subsidiary or Parent thereof, or limit in any respect the right of the Company or
any Subsidiary or Parent thereof to terminate such Participant’s employment or other relationship
with the Company or any Subsidiary or Parent, as the case may be, at any time.



Section 10. Amendment of the Plan. The Committee may amend the Plan
from time to time as it deems desirable; provided, however, that, without the approval of the
holders of a majority of the outstanding capital stock of the Company entitled to vote thereon or
consent thereto, the Committee may not amend the Plan (i) to increase (except for increases due to
adjustments in accordance with Section 8 hereof) the aggregate number of shares of Common Stock for
which Options and/or Awards may be granted hereunder, (ii) to decrease the minimum exercise price
specified by the Plan in respect of ISOs or (iii) to change the class of Employees eligible to
receive ISOs under the Plan.



Section 11. Termination of the Plan. The Committee may terminate the
Plan at any time. Unless the Plan shall theretofore have been terminated by the Committee, the Plan
shall terminate ten years after the date of its initial adoption by the Board of Directors. No
Option and/or Award may be granted hereunder after termination of the Plan. The termination or
amendment of the Plan shall not alter or impair any rights or obligations under
any Option and/or Award theretofore granted under the Plan.



Section 12. Effective Date of the Plan. The Plan shall be effective as of January 7,
1999, the date on which the Plan was adopted by the Board of Directors, and shall be submitted to
the holders of the outstanding capital stock of the Company for their approval.