exv10wc



 




Exhibit 10(c)




AMENDED AND RESTATED




1996 LONG-TERM INCENTIVE PLAN




OF




ZAPATA CORPORATION



     
1. Objective. The 1996 Long-Term Incentive Plan (the
“Plan”) of Zapata Corporation, a Nevada
corporation (the “Company”), is designed to
retain key executives and other selected employees and reward
them for making major contributions to the success of the
Company and its Subsidiaries (as hereinafter defined). These
objectives are to be accomplished by making awards under the
Plan and thereby providing Participants (as hereinafter defined)
with a proprietary interest in the growth. and performance of
the Company and its Subsidiaries.



     
2. Definitions. As used herein, the terms set forth
below shall have the following respective meanings:






		
	 	     
    “Award” means the grant of any form of stock
    option, stock appreciation right stock award or cash award,
    whether granted singly, in combination or in tandem, to a
    Participant pursuant to any applicable terms, conditions and
    limitations as the Committee may establish in order to fulfill
    the objectives of the Plan.
	 
	 	     
    “Award Agreement” means a written agreement
    between the Company and a Participant that sets forth the terms,
    conditions and limitations applicable to an Award.
	 
	 	     
    “Board” means the Board of Directors of the
    Company.
	 
	 	     
    “Code” means the Internal Revenue Code of 1986,
    as amended from time to time.
	 
	 	     
    “Committee” means such committee of the Board
    as is designated by the Board to administer the Plan, except
    that if the Board elects to administer the Plan itself,
    “Committee” shall refer to the Board. The Committee
    shall be constituted to permit the Plan to comply with
    Rule 16b-3, as
    hereinafter defined.
	 
	 	     
    “Common Stock” means the Common Stock par value
    $.01 per share, of the Company.
	 
	 	     
    “Director” means an individual serving as a
    member of the Board.
	 
	 	     
    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended from time to time.
	 
	 	     
    “Fair Market Value” means, as of a particular
    date, (i) if the shares of Common Stock are fisted on a
    national securities exchange, the closing sales price per share
    of Common Stock on the consolidated transaction reporting system
    for the principal national securities exchange on which such
    shares are so listed on that date, or, if there shall have been
    no such sale so reported on that date, on the last preceding
    date on which such a sale was so reported, (ii) if the
    shares of Common Stock are not so listed but are quoted in the
    NASDAQ National Market System, the closing sales price per share
    of Common Stock on the NASDAQ National Market System on that
    date, or, if there shall have been no such sale so reported on
    that date, on the last preceding date on which such a sale was
    so reported or (iii) if the Common Stock is not so listed
    or quoted, the mean between the closing bid and asked price on
    that date, or, if there are no quotations available for such
    date, on the last preceding date on which such quotations shall
    be available, as reported by NASDAQ, or, if not reported by
    NASDAQ, by the National Quotation Bureau, Inc.
	 
	 	     
    “Participant” means an employee of the Company
    or any of its Subsidiaries to whom an Award has been made under
    this Plan.
	 
	 	     
    “Rule 16b-3”
    means Rule 16b-3
    promulgated under the Exchange Act, or any successor rule.
	 
	 	     
    “Subsidiary” means any corporation of which the
    Company directly or indirectly owns shares representing more
    than 50% of the voting power of all classes or series of capital
    stock of such corporation



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    which have the right to vote generally on matters submitted to a
    vote of the stockholders of such corporation.




     
3. Eligibility. Employees of the Company and its
Subsidiaries eligible for an Award under this Plan are those who
hold positions of responsibility and whose performance, in the
judgment of the Committee, can have a significant effect on the
success of the Company and its Subsidiaries.



     
4. Common Stock Available for Awards. There shall be
available for Awards granted wholly or partly in Common Stock
(including rights or options may be exercised for or settled in
Common Stock) during the term of this Plan an aggregate of
8,000,000 shares of Common Stock. Notwithstanding the
foregoing, not more than an aggregate of 7,250,000 shares
of Common Stock shall be available in the form of an incentive
stock option (“ISO”) and 750,000 shares of
Common Stock shall be available for Awards other than stock
options and stock appreciation rights granted at an exercise or
strike price not less than the Fair Market Value on the date of
grant. The Board and the appropriate officers of the Company
shall from time to time take whatever actions are necessary to
file required documents with governmental authorities and stock
exchanges and transaction reporting systems to make shares of
Common Stock available for issuance pursuant to Awards. Common
Stock related to Awards that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Common Stock or in a
manner such that all or some of the shares covered by an Award
are not issued to a Participant, or are exchanged for Awards
that do not involve Common Stock, shall immediately become
available for Awards hereunder.



     
5. Administration. This Plan shall be administered
by the Committee, which shall have full and exclusive power to
interpret this Plan and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary
or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of
this Plan. Unless otherwise provided in an Award Agreement with
respect to a particular award, the Committee may, in its
discretion, provide for the extension of the exercisability of
an Award, accelerate the vesting or exercisability of an Award,
eliminate or make less restrictive any restrictions contained in
an Award, waive any restriction or other provision of this Plan
or an Award or otherwise amend or modify an Award in any manner
that is either (i) not adverse to the Participant holding
such Award or (ii) consented to by such Participant, (but
only to the extent such change does not cause the Plan to fail
to meet the requirements of Sections 409A(a)(2), 409A(a)(3)
and 409A(a)(4) of the Code). The Committee may correct any
defect or supply any omission or reconcile any inconsistency in
this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect.
Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding
on all parties concerned. No member of the Committee or officer
of the Company to whom it has delegated authority in accordance
with the provisions of Paragraph 6 of this Plan shall be
liable for anything done or omitted to be done by him or her, by
any member of the Committee or by any officer of the Company in
connection with the performance of any duties under this Plan,
except for his or her own willful misconduct or as expressly
provided by statute.



     
6. Delegation of Authority. The Committee may
delegate to the Chief Executive Officer and to other senior
officers of the Company its duties under this Plan pursuant to
such conditions or limitations as the Committee may establish.
except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect
to, Participants who are subject to Section 16 of the
Exchange Act.



     
7. Awards. The Committee shall determine the type or
types of Awards to be made to each Participant under this Plan.
Each Award made hereunder shall be embodied in an Award
Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole
discretion and shall be signed by the Participant and by the
Chief Executive Officer, the Chief Operating Officer or any Vice
President of the Company for and on behalf of the Company.
Awards may consist of those listed in this Paragraph 7 and
may be granted singly, in combination or in tandem. Awards may
also be made in combination or in tandem with, in replacement
of, or as alternatives to, grants or rights under this Plan or
any other employee plan of the Company or any of its
Subsidiaries, including the plan of any acquired entity, but
only if such Award, in replacement of, or as alternatives to
grants or rights under this Plan (a) would not



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constitute an acceleration of deferred compensation for purposes
of Section 409A(a)(3) of the Code, and (b) meets the
requirements of Sections 409A(a)(2), 409A(a)(3) and
409A(a)(4) of the Code. An Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon
the occurrence of specified events, including the exercise of
the original Award. An Award may provide that to the extent that
the acceleration of vesting or any payment made to a Participant
under this Plan in the event of a change of control of the
Company is subject to federal income, excise or other tax at a
rate above the rate ordinarily applicable to like payments paid
in the ordinary course of business (“Penalty
Tax”), whether as a result of the provisions of
Sections 280G and 4999 of the Code, any similar or
analogous provisions of any statute adopted subsequent to the
date hereof, or otherwise, then the Company shall be obligated
to Pay such Participant an additional amount of cash (the
“Additional Amount”) such that the net amount
received by such Participant, after paying any applicable
Penalty Tax and any federal or state income tax on such
Additional Amount, shall be equal to the amount that such
Participant would have received if such Penalty Tax were not
applicable, provided, however, that if an event that constitutes
a change in control does not constitute a “change in
control” under Section 409A of the Code (or the
regulations promulgated thereunder), no payments with respect to
the award shall be made under this paragraph until such payments
would not constitute an impermissible acceleration under
Section 409A of the Code. Notwithstanding anything herein
to the contrary, no Participant may be granted, during any
three-year period, Awards consisting of stock options or stock
appreciation rights exercisable for more than 12.5% of the
shares of Common Stock reserved for issuance under the Plan.



     
(a) Stock Option. An Award may consist of a right to
purchase a specified number of shares of Common Stock at a
specified price that is not less than the greater of
(i) the Fair Market Value of the Common Stock on the date
of grant and (ii) the par value of the Common Stock on the
date of grant. A stock option may be in the form of an ISO
which, in addition to being subject to applicable terms,
conditions and limitations established by the Committee,
complies with Section 422 of the Code.



     
(b) Stock Appreciation Right. An Award may consist
of a right to receive a payment, in cash or Common Stock, equal
to the excess of the Fair Market Value or other specified
valuation of a specified number of shares of Common Stock on the
date the stock appreciation right (“SAR”) is
exercised over a specified strike price as set forth in the
applicable Award Agreement.



     
(c) Stock Award. An Award may consist of Common
Stock or may be denominated in units of Common Stock. All or
part of any stock award may be subject to conditions established
by the Committee, and set forth in the Award Agreement, which
may include, but are not limited to, continuous service with the
Company and its Subsidiaries, achievement of specific business
objectives, increases in specified indices, attaining specified
growth rates and other comparable measurements of performance.
Such Awards may be based on Fair Market Value or other specified
valuations. The certificates evidencing shares of Common Stock
issued in connection with a stock award shall contain
appropriate legends and restrictions describing the terms and
conditions of the restrictions applicable thereto.



     
(d) Cash Award. An Award may be denominated in cash
with the amount of the eventual payment subject to future
service and such other restrictions and conditions as may be
established by the Committee, and set forth in the Award
Agreement including, but not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific
business objectives, increases in specified indices, attaining
specified growth rates and other comparable measurements of
performance.



     
8. Payment of Awards.



     
(a) General. Payment of Awards may be made in the
form of cash or Common Stock or combinations thereof and may
include such restrictions as the Committee shall determine,
including in the case of Common Stock, restrictions on transfer
and forfeiture provisions. As used herein, “Restricted
Stock” means Common Stock that is restricted or subject
to forfeiture provisions.



     
(b) Deferral. The Committee may permit selected
Participants to elect to defer payments of some or all types of
Awards in accordance with procedures established by the
Committee which comply with the following: A Participant must
elect by written notice to the Company, which notice must be
made before the



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later of (i) the close of the tax year preceding the year
in which the Award is granted or (ii) 30 days of first
becoming eligible to participate in the Plan (or, if earlier,
the last day of the tax year in which the participant first
becomes eligible to participate in the Plan) and on or prior to
the date the Award is granted, to defer the receipt of all or a
portion of the payment of an Award; provided that the Committee
may impose such additional restrictions with respect to the time
at which a participant may elect to defer receipt of Common
Stock subject to the deferral election. Any election after the
period described above (a “subsequent election”)
cannot be effective for at least twelve (12) months after
the date of such subsequent election. Further, the payment date
elected pursuant to the subsequent election must not occur
earlier than the date which is at least five (5) years from
the date that the original payment would have been made.
Finally, the subsequent election cannot be made less than twelve
(12) months prior to the date of the first scheduled
payment. Any deferred payment, whether elected by the
Participant or specified by the Award Agreement or by the
Committee, may be forfeited if and to the extent that the Award
Agreement so provides.



     
(c) Dividends and Interest. Dividends or dividend
equivalent rights may be extended to and made part of any Award
denominated in Common Stock or units of Common Stock, subject to
such terms, conditions and restrictions as the Committee may
establish. The Committee may also establish rules and procedures
for the crediting of interest on deferred cash payments and
dividend equivalents for deferred payments denominated in Common
Stock or units of Common Stock.



     
(d) Substitution of Awards. At the discretion of the
Committee, a Participant may be offered an election to
substitute an Award for another Award or Awards of the same or
different type.



     
9. Stock Option Exercise. The Price at which shares
of Common Stock may be purchased under a stock option shall be
paid in full at the time of exercise in cash or, if permitted by
the Committee, by means of tendering Common Stock or
surrendering another Award, including Restricted Stock, valued
at Fair Market Value on the date of exercise, or any combination
thereof. The Committee shall determine acceptable methods for
tendering Common Stock or other Awards to exercise a stock
option as it deems appropriate. If permitted by the Committee,
payment may be made by successive exercises by the Participant.
The Committee may provide for loans from the Company to permit
the exercise or purchase of Awards and may provide for
procedures to permit the exercise or purchase of Awards by use
of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Award, provided the same are permissible
under applicable laws. Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted
Stock are tendered as consideration for the exercise of a stock
option, a number of the shares issued upon the exercise of the
stock option, equal to the number of shares of Restricted Stock
used as consideration therefor, shall be subject to the same
restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.



     
10. Tax Withholding. The Company shall have the
right to deduct applicable taxes from any Award payment and
withhold, at the time of delivery or vesting of cash or shares
of Common Stock under this Plan, an appropriate amount of cash
or number of shares of Common Stock or a combination thereof for
payment of taxes required by law or to take such other action as
may be necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes. The Committee may
also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the
holder of the Award with respect to which withholding is
required. If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made.



     
11. Amendment, Modification, Suspension or
Termination. The Board may amend, modify, suspend or
terminate this Plan for the purpose of meeting or addressing any
changes in legal requirements or for any other purpose permitted
by law except that (i) no amendment or alteration that
would impair the rights of any Participant under any Award
previously granted to such Participant shall be made, without
such Participant’s consent and (ii) no amendment or
alteration shall be effective prior to approval by the
Company’s stockholders to the extent such approval is
required by applicable legal requirements. In addition, the
Board expressly reserves the right to amend the Plan, as
required, to comply with any requirements of the Code including
any regulatory guidance issued with respect to Section 409A
of the Code.



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12. Termination of Employment. Upon the termination
of employment by a Participant, any unexercised, deferred or
unpaid Awards shall be treated as provided in the specific Award
Agreement evidencing the Award. In the event of such a
termination. the Committee may, in its discretion, provide for
the extension of the exercisability of an Award, accelerate the
vesting or exercisability of an Award, eliminate or make less
restrictive any restrictions contained in an Award, waive any
restriction or other provision of this Plan or an Award or
otherwise amend or modify the Award in any manner that is either
(i) not adverse to such Participant or (ii) consented
to by such Participant but only to the extent permitted by
Sections 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code.



     
13. Assignability. Unless otherwise determined by
the Committee and provided in the Award Agreement, no Award or
any other benefit under this Plan constituting a derivative
security within the meaning of
Rule 16a-l(c)
under the Exchange Act shall be assignable or otherwise
transferable except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. The
Committee may prescribe and include in applicable Award
Agreements other restrictions on transfer. Any attempted
assignment of an Award or any other benefit under this Plan in
violation of this Paragraph 13 shall be null and void.



     
14. Adjustments.



     
(a) The existence of outstanding Awards shall not affect in
any manner the right or power of the Company or its stockholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the
Company or its business or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a
parity with or junior to the Common Stock) or the dissolution or
liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act
or proceeding of any kind, whether or not of a character similar
to that of the acts or proceedings enumerated above.



     
(b) In the event of any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend
payable in shares of Common Stock or capital reorganization or
reclassification or other transaction involving an increase or
reduction in the number of outstanding shares of Common Stock,
the Committee may adjust proportionally (i) the number of
shares of Common Stock reserved under this Plan and covered by
outstanding Awards denominated in Common Stock or units of
Common Stock; (ii) the exercise or other price in respect
of such Awards; and (iii) the appropriate Fair Market Value
and other price determinations for such Awards. In the event of
any consolidation or merger of the Company with another
corporation or entity or the adoption by the Company of a plan
of exchange affecting the Common Stock or any distribution to
holders of Common Stock of securities or property (other than
normal cash dividends or dividends payable in Common Stock), the
Committee shall make such adjustments or other provisions as it
may deem equitable, including adjustments to avoid fractional
shares, to give proper effect to such event. In the event of a
corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee
shall be authorized to issue or assume stock options, regardless
of whether in a transaction to which Section 424(a) of the
Code applies, by means of substitution of new options for
previously issued options or an assumption of previously issued
options, or to make provision for the acceleration of the
exercisability of, or lapse of restrictions with respect to,
Awards and the termination of unexercised options in connection
with such transaction, but only if such substitution,
assumption, acceleration or lapse (a) would not constitute
a distribution of deferred compensation for purposes of
Section 409A(a)(3) of the Code or (b) constitutes a
distribution of deferred compensation that is permitted under
regulations issued pursuant to Section 409A(a)(3) of the
Code.



     
15. Restrictions. No Common Stock or other form of
payment shall be issued with respect to any Award unless the
Company shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable federal
and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan may be subject to such
stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any
securities exchange or transaction reporting system upon which
the Common Stock is then listed and any applicable federal and
state securities law. The Committee may cause a legend or
legends to be placed upon any such certificates to make
appropriate reference to such restrictions.



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16. Unfunded Plan. Insofar as it provides for Awards
of cash, Common Stock or rights thereto, this Plan shall be
unfunded. Although bookkeeping accounts may be established with
respect to Participants who are entitled to cash, Common Stock
or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not
be required to segregate any assets that may at any time be
represented by cash, Common Stock or rights thereto, nor shall
this Plan be construed as providing for such segregation, nor
shall the Company or the Board or the Committee be deemed to be
a trustee of any cash, Common Stock or rights thereto to be
granted under this Plan. Any liability or obligation of the
Company to any Participant with respect to a grant of cash,
Common Stock or rights thereto under this Plan shall be based
solely upon any contractual obligations that may be created by
this Plan and any Award Agreement, and no such liability or
obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board nor the Committee shall be
required to give any security or bond for the performance of any
obligation that may be created by this Plan.



     
17. Claims Procedure.



     
(a) In the event the Company fails to make any payments
under the Plan as agreed, to obtain payment under the Plan, the
Participant must file a written claim with the Company on such
forms as shall be furnished to him by the Company. If a claim
for payment is denied by the Company, in whole or in part, the
Company shall provide adequate notice in writing to the
Participant within ninety (90) days after receipt of the
claim unless special circumstances require an extension of time
for processing the claim. If such an extension of time for
processing is required, written notice indicating the special
circumstances and the date by which a final decision is expected
to be rendered shall be furnished to the Participant. In no
event shall the period of extension exceed one hundred eighty
(180) days after receipt of the claim. The notice of denial
of the claim shall set forth (i) the specific reason or
reasons for the denial; (ii) specific reference to
pertinent provisions of the Agreement on which the denial is
based; (iii) a description of any additional material or
information necessary for the claimant to perfect the claim and
an explanation of why such material or information is necessary;
and (iv) a statement that any appeal of the denial must be
made by giving to the Company, within sixty (60) days after
receipt of the notice of the denial, written notice of such
appeal, such notice to include a full description of the
pertinent issues and basis of the claim. The Participant may
review pertinent documents and submit issues and comments in
writing to the Company. If the Participant fails to appeal such
action to the Company in writing within the prescribed period of
time, the Company’s adverse determination shall be final,
binding and conclusive.



     
(b) If the Participant appeals the denial of a claim for
payment within the appropriate time, the Participant must submit
the notice of appeal and all relevant materials to the
Committee. The Committee may hold a hearing or otherwise
ascertain such facts as it deems necessary and shall render a
decision which shall be binding upon both parties. The decision
of the Committee shall be made within sixty (60) days after
the receipt of the notice of appeal, unless special
circumstances require an extension of time for processing, in
which case a decision shall be rendered as soon as possible but
not later than one hundred twenty (120) days after receipt
of the request for review. If such an extension of time is
required, written notice of the extension shall be furnished to
the Participant prior to the commencement of the extension. The
decision of the Committee shall be in writing, shall include
specific reasons for the decision, written in a manner
calculated to be understood by the claimant, as well as specific
references to the provisions of the Plan on which the decision
is based and shall be promptly furnished to the Participant.



     
18. Governing Law. This Plan and all determinations
made and actions taken pursuant hereto, to the extent not
otherwise governed by mandatory provisions of the Code, the
securities laws of the United States, or the Employee Retirement
Income Security Act of 1974, shall be governed by and construed
in accordance with the laws of the State of Nevada.



     
19. Effective Date of Plan. The adoption of this
Plan is expressly conditioned upon the approval by the holders
of a majority of shares of Common Stock and the Company’s
$.01 Preference Stock present, or represented and entitled to
vote on the matter, voting together as a single class. If the
stockholders of the Company should fail so to approve this Plan,
this Plan shall be of no force or effect.



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