Omega/Incentive Stock





EXHIBIT 10.1


 


    MOSCOW CABLECOM CORP.


2003 STOCK OPTION PLAN


As Amended and Restated December 15, 2004


ARTICLE I.


Establishment of Plan; Definitions


            1.1            Purpose. 
The purpose of the Moscow CableCom Corp. 2003 Stock Option Plan is to
provide an incentive to key employees, directors and consultants to Moscow
CableCom Corp. (the "Corporation") who are in a position to contribute
materially to the long‐term success of the Corporation, to increase their
interest in the Corporation's welfare, and to aid in attracting and retaining
employees, directors and consultants of outstanding ability.


            1.2.            Definitions. 
Unless the context clearly indicates otherwise, the following terms
shall have the meanings set forth below:


            (a)            "Board" shall mean the Board of Directors of the
Corporation.


            (b)            "Code" shall mean the Internal Revenue Code of
1986, as it may be amended from time to time.


            (c)            "Committee" shall mean the Compensation Committee
of the Board or such other committee which may be designated by the Board to
administer the Plan.  The Committee
shall be composed of two or more Non-Employee Directors, as defined in Rule
16b-3 under the the 1934 Act, as such Rule 16b-3 may be amended from time to
time, as appointed from time to time by the Board.


(d)            "Common Stock" shall mean shares
of the Corporation's Common Stock, par value $0.01 per share, or if the
outstanding shares of Common Stock are hereafter changed into or exchanged for
different shares or securities of the Corporation, such other shares or
securities.


            (e)            "Consultants" shall mean individuals who provide
services to the Corporation who are not Employees or Directors.


            (f)            "Directors" shall mean those members of the Board
of Directors of the Corporation who are not Employees.


(g)         "Disability" shall mean the inability, due to
illness, accident, injury, physical or mental incapacity or other disability,
of any Participant to carry out effectively his or her duties and obligations
to the Corporation or any of its Subsidiaries or to participate effectively and
actively in the management of the Corporation or any of its Subsidiaries for a
period of at least 180 consecutive days, as determined in the reasonable
judgment of the Committee or the Board.


            (h)            "Employee" shall mean any common law employee,
including officers, of the Corporation as determined under the Code and the
Treasury Regulations thereunder.


            (i)            "Fair Market Value" shall mean the closing price
of the Stock as quoted by NASDAQ for the date on which the option is granted,
or if there are no sales on such date, on the next preceding day on which there
were sales, or if the Stock is not traded on NASDAQ, the fair market value of
the Stock as determined by the Committee on the basis of a review of the facts
and circumstances at the time.


            (j)            "Grantee" shall mean an Employee, Director or
Consultant granted a Stock Option under this Plan.


            (k)            "Incentive Stock Option" shall mean an option
granted pursuant to the Incentive Stock Option provisions as set forth in
Article II of this Plan.


            (l)            "Non-Qualified Stock Option" shall mean an option
granted pursuant to the Non-Qualified Stock Option provisions as set forth in
Article III of this Plan.


            (m)            
"1934 Act" shall mean the Securities Exchange Act of
1934, as amended.


            (n)            "Person" means an individual,
a partnership, a corporation, a limited liability company, an association, a
joint stock company, a trust, a joint venture, an unincorporated organization
and a governmental entity or any department, agency or political subdivision
thereof.


            (o)            "Plan" shall mean the Moscow Cable Com Corp. 2003 Stock
Option Plan as set forth herein and as amended from time to time.


            (p)            "Stock" shall mean authorized but unissued shares
of the Common Stock of the Corporation or reacquired shares of the
Corporation's Common Stock.


            (q)            "Stock Option" shall mean an option granted
pursuant to the Plan to purchase shares of Stock.


            (r)                
"Subsidiary" shall mean any subsidiary corporation of
the Corporation as defined in Section 424 of the Code.


            (s)            "Ten Percent Shareholder" shall mean an Employee
who at the time a Stock Option is granted owns stock possessing more than ten
percent (10%) of the total combined voting power of all stock of the
Corporation or of its parent or subsidiary corporation.


            1.3.            Shares of Stock Subject to the Plan.  Subject to the provisions of Section 4.2 of
the Plan, the Stock which may be issued or transferred pursuant to Stock
Options granted under the Plan and the Stock which is subject to outstanding
but unexercised Stock Options under the Plan shall not exceed 1,700,000 shares
in the aggregate.  If a Stock Option
shall expire and terminate for any reason, in whole or in part, without being
exercised, the number of shares of Stock which are no longer subject to Stock
Options may again become available for the grant of Stock Options.  There shall be no terms and conditions in an
Incentive Stock Option which provide that the exercise of an Incentive Stock
Option reduces the number of shares of Stock for which an outstanding
Non-Qualified Stock Option may be exercised; and there shall be no terms and
conditions in a Non-Qualified Stock Option which provide that the exercise of a
Non-Qualified Stock Option reduces the number of shares of Stock for which an
outstanding Incentive Stock Option may be exercised.


            1.4.            Administration of the Plan.  The Plan shall be administered by the
Committee.  Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, to
determine the terms and provisions of Stock Option agreements, and to make all
other determinations necessary or advisable for the administration of the
Plan.  Any controversy or claim arising
out of or related to this Plan shall be determined unilaterally by and at the
sole discretion of the Committee.


            1.5.            Amendment or Termination.  The Board may, at any time, alter, amend,
suspend, discontinue, or terminate this Plan; provided, however, that such
action shall not adversely affect the right of Grantees with respect to Stock
Options previously granted and no amendment, without the approval of the
stockholders of the Corporation, shall increase the maximum number of shares
which may be awarded under the Plan in the aggregate, materially increase the
benefits accruing to Grantees under the Plan, change the class of Employees
eligible to receive options under the Plan, or materially modify the
eligibility requirements for participation in the Plan.


            1.6.            Effective Date and Duration of the Plan.  This Plan shall become effective on
September 2, 2003 and is amended and restated effective December 15, 2004.  This Plan shall terminate at the close of
business on September 1, 2013, and no Stock Option may be issued or granted
under the Plan thereafter, but such termination shall not affect any Stock
Option theretofore issued or granted.




ARTICLE II


Incentive Stock Option Provisions


            2.1.            Granting of Incentive Stock Options.


            (a)            Only key Employees of the Corporation shall be eligible
to receive Incentive Stock Options under the Plan.  Directors and Consultants of the Corporation who are not also
Employees shall not be eligible to receive Incentive Stock Options.


            (b)            The purchase price of each share of Stock subject to an
Incentive Stock Option shall not be less than 100% of the Fair Market Value of
a share of the Stock on the date the Incentive Stock Option is granted;
provided, however, that the purchase price of each share of Stock subject to an
Incentive Stock Option granted to a Ten Percent Shareholder shall not be less
than 110% of the Fair Market Value of a share of the Stock on the date the
Incentive Stock Option is granted.


            (c)            No Incentive Stock Option shall be exercisable more than
ten years from the date the Incentive Stock Option was granted; provided,
however, that an Incentive Stock Option granted to a Ten Percent Shareholder
shall not be exercisable more than five years from the date the Incentive Stock
Option was granted.


            (d)            The Committee shall determine and designate from time to
time those Employees who are to be granted Incentive Stock Options and specify
the number of shares of Stock subject to each Incentive Stock Option.


            (e)            The Committee, in its sole discretion, shall determine
whether any particular Incentive Stock Option shall become exercisable in one
or more installments, specify the installment dates, and, within the
limitations herein provided, determine the total period during which the
Incentive Stock Option is exercisable. 
Further, the Committee may make such other provisions as may appear
generally acceptable or desirable to the Committee or necessary to qualify its
grants under the provisions of Section 422 of the Code.


            (f)            The Committee may grant at any time new Incentive Stock
Options to an Employee who has previously received Incentive Stock Options or
other options, whether such prior Incentive Stock Options or other options are
still outstanding, have previously been exercised in whole or in part, or are
canceled in connection with the issuance of new Incentive Stock Options.  The purchase price of the new Incentive
Stock Options may be established by the Committee without regard to the
existing Incentive Stock Options or other options.


            (g)            Notwithstanding any other provisions hereof, the
aggregate Fair Market Value (determined at the time the option is granted) of
the Stock with respect to which Incentive Stock Options are exercisable for the
first time by the Employee during any calendar year (under all such plans of
the Grantee's employer corporation and any subsidiary corporations) shall not
exceed $100,000.


            2.2.            Exercise of Incentive Stock Options.  The option price of an Incentive Stock
Option shall be payable on exercise of the option (i) in cash or by check,
bank draft or postal or express money order, (ii) by the surrender of
Stock then owned by the Grantee, or (iii) partially in accordance with
clause (i) and partially in accordance with clause (ii) of this Section
2.2.  Shares of Stock so surrendered in
accordance with clause (ii) or (iii) shall be valued at the Fair Market Value
thereof on the date of exercise, surrender of such Stock to be evidenced by
delivery of the certificate(s) representing such shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in such form, as
the Committee may determine.


            2.3.            Termination of Employment.


            (a)            If a Grantee's employment with the Corporation is
terminated other than by Disability or death, the terms of any then outstanding
Incentive Stock Option held by the Grantee shall extend for a period ending on
the earlier of the date on which such Incentive Stock Option would otherwise
expire or three months after such termination of employment, and such Incentive
Stock Option shall be exercisable to the extent it was exercisable as of such
last date of employment.


            (b)            If a Grantee's employment with the Corporation is
terminated by reason of Disability, the term of any then outstanding Incentive
Stock Option held by the Grantee shall extend for a period ending on the
earlier of the date on which such Incentive Stock Option would otherwise expire
or twelve months after such termination of employment, and such Incentive Stock
Option shall be exercisable to the extent it was exercisable as of such last
date of employment.


            (c)            If a Grantee's employment with the Corporation is
terminated by reason of death, the representative of his or her estate or
beneficiaries thereof to whom the Stock Option has been transferred shall have
the right during the period ending on the earlier of the date on which such
Stock Option would otherwise expire or twelve months after such date of death,
to exercise any then outstanding Incentive Stock Options in whole or in
part.  If a Grantee dies without having
fully exercised any then outstanding Incentive Stock Options, the representative
of his or her estate or beneficiaries thereof to whom the Stock Option has been
transferred shall have the right to exercise such Stock Options in whole or in
part.




ARTICLE III


Non-Qualified Stock Option Provisions


            3.1.            Granting of Stock Options.


            (a)            Employees, Directors and Consultants shall be eligible to
receive Non-Qualified Stock Options under the Plan.


            (b)            The Committee shall determine and designate from time to
time those Employees, Directors and Consultants who are to be granted
Non-Qualified Stock Options and the amount subject to each Non-Qualified Stock
Option.


            (c)            The Committee may grant at any time new Non-Qualified
Stock Options to an Employee, Director or Consultant who has previously
received Non-Qualified Stock Options or other stock options, whether such prior
Non-Qualified Stock Options or other stock options are still outstanding, have
previously been exercised in whole or in part, or are canceled in connection
with the issuance of new Non-Qualified Stock Options.


            (d)            The Committee shall determine the purchase price of each
share of Stock subject to a Non-Qualified Stock Option.  Such price shall not be less than 50% of the
Fair Market Value of such Stock on the date the Non-Qualified Stock Option is
granted.


            (e)            The Committee, in its sole discretion, shall determine
whether any particular Non-Qualified Stock Option shall become exercisable in
one or more installments, specify the installment dates, and, within the
limitations herein provided, determine the total period during which the
Non-Qualified Stock Option is exercisable. 
Further, the Committee may make such other provisions as may appear
generally acceptable or desirable to the Committee.


            (f)            No Non-Qualified Stock Option shall be exercisable more
than ten years from the date such option is granted.




            3.2.            Exercise of Stock Options.   The option price of a Non-Qualified Stock
Option shall be payable on exercise of the Stock Option (i) in cash or by
check, bank draft or postal or express money order, (ii) by the surrender
of Stock then owned by the Grantee, or (iii) partially in accordance with
clause (i) and partially in accordance with clause (ii) of this Section
3.2.  Shares of Stock so surrendered in
accordance with clause (ii) or (iii) shall be valued at the Fair Market Value
thereof on the date of exercise, surrender of such to be evidenced by delivery
of the certificate(s) representing such shares in such manner, and endorsed in
such form, or accompanied by stock powers endorsed in such form, as the
Committee may determine.


            3.3.            Termination of Relationship.


            (a)            Unless otherwise determined by the Committee, if a
Grantee's employment with the Corporation is terminated, a Director Grantee
ceases to be a Director, or a Consultant Grantee ceases to be a Consultant,
other than by reason of Disability or death, the terms of any then outstanding
Non-Qualified Stock Option held by the Grantee shall extend for a period ending
on the earlier of the date established by the Committee at the time of grant or
three months after the Grantee's last date of employment or cessation of being
a Director or Consultant, and such Non-Qualified Stock Option shall be
exercisable to the extent it was exercisable as of the date of termination of
employment or cessation of being a Director or Consultant.


            (b)            Unless otherwise determined by the Committee, if a
Grantee's employment is terminated by reason of Disability, a Director Grantee
ceases to be a Director by reason of Disability or a Consultant Grantee ceases
to be a Consultant by reason of Disability, the term of any then outstanding
Non-Qualified Stock Option held by the Grantee shall extend for a period ending
on the earlier of the date on which such Non-Qualified Stock Option would
otherwise expire or twelve months after the Grantee's last date of employment
or cessation of being a Director or Consultant, and such Stock Option shall be
exercisable to the extent it was exercisable as of such last date of employment
or cessation of being a Director or Consultant.


            (c)            Unless otherwise determined by the Committee, if a
Grantee's employment is terminated by reason of death, a Director Grantee
ceases to be a Director by reason of death or a Consultant Grantee ceases to be
a Consultant by reason of death, the representative of his or her estate or
beneficiaries thereof to whom the Non-Qualified Stock Option has been
transferred shall have the right during the period ending on the earlier of the
date on which such Non-Qualified Stock Option would otherwise expire or twelve
months following his or her death to exercise any then outstanding
Non-Qualified Stock Options in whole or in part.  If a Grantee dies without having fully exercised any then
outstanding Non-Qualified Stock Options, the representative of his or her estate
or beneficiaries thereof to whom the Non-Qualified Stock Option has been
transferred shall have the right to exercise such Non-Qualified Stock Options
in whole or in part.




ARTICLE IV


 General Provisions


            4.1.            Substitution of Options.  In the event of a corporate merger or consolidation, or the
acquisition by the Corporation of property or stock of an acquired corporation
or any reorganization or other transaction qualifying under Section 424 of the
Code, the Committee may, in accordance with the provisions of that Section,
substitute Stock Options under this Plan for stock options under the plan of
the acquired corporation provided (i) the excess of the aggregate fair market
value of the shares of Stock subject to the Stock Option immediately after the
substitution over the aggregate option price of such Stock is not more than the
similar excess immediately before such substitution and (ii) the new Stock
Option does not give the Grantee additional benefits, including any extension
of the exercise period.


            4.2.            Adjustment Provisions.


            (a)            In the event that a dividend shall be declared upon the Stock
payable in shares of the Corporation's Common Stock, the number of shares of
Stock then subject to any Stock Option outstanding under the Plan and the
number of shares reserved for the grant of Stock Options pursuant to the Plan
shall be adjusted by adding to each such number the number of shares which
would be distributable in respect thereof if such shares had been outstanding
on the date fixed for determining the shareholders of the Corporation entitled
to receive such share dividend.


            (b)            If the shares of Stock outstanding are changed into or
exchanged for a different number or class or other securities of the
Corporation or of another corporation, whether through split‐up, merger,
consolidation, reorganization, reclassification or recapitalization, then there
shall be substituted for each share of Stock subject to any such Stock Option
and for each share of Stock reserved for the grant of Stock Options pursuant to
the Plan the number and kind of shares or other securities into which each
outstanding share of Stock shall have been so changed or for which each share
of Stock shall have been exchanged.


            (c)            In the event there shall be any change, other than as specified
above in this Section 4.2, in the number or kind of outstanding shares of Stock
or of any shares or other securities into which such shares shall have been
changed or for which they shall have been exchanged, then if the Board shall,
in its sole discretion, determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for the grant
of Stock Options pursuant to the Plan and of the shares then subject to Stock
Options, such adjustment shall be made by the Board and shall be effective and
binding for all purposes of the Plan and of each Stock Option outstanding
thereunder.


            (d)            In the case of any such substitution or adjustment as
provided for in this Section 4.2, the option price set forth in each
outstanding Stock Option for each share covered thereby prior to such
substitution or adjustment will be the option price for all shares or other
securities which shall have been substituted for such share or to which such
share shall have been adjusted pursuant to this Section 4.2, and the price per
share shall be adjusted accordingly.


            (e)            No adjustment or substitution provided for in this
Section 4.2 shall require the Corporation to sell a fractional share, and the
total substitution or adjustment with respect to each outstanding Stock Option
shall be limited accordingly.


            (f)            Upon any adjustment made pursuant to this Section 4.2,
the Corporation will, upon request, deliver to the Grantee a certificate
setting forth the option price thereafter in effect and the number and kind of
shares or other securities thereafter purchasable on the exercise of such Stock
Option.


            4.3.            General.


            (a)            Each Stock Option shall be evidenced by a written
instrument containing such terms and conditions, not inconsistent with this
Plan, as the Committee shall approve.


            (b)            The granting of a Stock Option in any year shall not give
the Grantee any right to similar grants in future years or any right to be
retained in the employ of the Corporation, and all Employees shall remain
subject to discharge to the same extent as if the Plan were not in effect.


            (c)            No Employee, Director or Consultant and no beneficiary or
other person claiming under or through him or her, shall have any right, title
or interest by reason of any Stock Option to any particular assets of the
Corporation, or any shares of Stock allocated or reserved for the purposes of
the Plan or subject to any Stock Option except as set forth herein.  The Corporation shall not be required to
establish any fund or make any other segregation of assets to assure the
payment of any Stock Option.


            (d)            No right under the Plan shall be subject to anticipation,
sale, assignment, pledge, encumbrance, or charge except by will or the laws of
descent and distribution, and a Stock Option shall be exercisable during the
Grantee's lifetime only by the Grantee or his or her conservator.


            (e)            Notwithstanding any other provision of this Plan or
agreements made pursuant thereto, the Corporation's obligation to issue or
deliver any certificate or certificates for shares of Stock under a Stock
Option, and the transferability of Stock acquired by exercise of a Stock
Option, shall be subject to all of the following conditions:


                        (1)            Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee or Board
shall, in its absolute discretion upon the advice of counsel, deem necessary or
advisable; and


                        (2)            The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the Committee or Board
shall, in its absolute discretion upon the advice of counsel, determine to be
necessary or advisable.


            (f)            All payments to Grantees or to their legal
representatives shall be subject to any applicable tax, community property, or
other statutes or regulations of the United States or of any state having
jurisdiction thereof.  The Grantee may
be required to pay to the Corporation the amount of any withholding taxes which
the Corporation is required to withhold with respect to a Stock Option or its
exercise.  In the event that such
payment is not made when due, the Corporation shall have the right to deduct,
to the extent permitted by law, from any payment of any kind otherwise due to
such person all or part of the amount required to be withheld.


            (g)            In the case of a grant of a Stock Option to any Employee
of a Subsidiary of the Corporation, the Corporation may, if the Committee so
directs, issue or transfer the shares, if any, covered by the Stock Option to
the Subsidiary, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Subsidiary will transfer the
shares to the Employee in accordance with the terms of the Stock Option
specified by the Committee pursuant to the provisions of the Plan.           


            (h)            A Grantee entitled to Stock as a result of the exercise
of a Stock Option shall not be deemed for any purpose to be, or have rights as,
a shareholder of the Corporation by virtue of such exercise, except to the
extent a stock certificate is issued therefor and then only from the date such
certificate is issued.  No adjustments
shall be made for dividends or distributions or other rights for which the
record date is prior to the date such stock certificate is issued.  The Corporation shall issue any stock
certificates required to be issued in connection with the exercise of a Stock
Option with reasonable promptness after such exercise.


            (i)            The grant or exercise of Stock Options granted under the
Plan shall be subject to, and shall in all respects comply with, applicable law
relating to such grant or exercise, or to the number of shares of Stock which
may be beneficially owned or held by any Grantee.