ex10_6.htm


    
      

    

    Exhibit
      10.6

    AMENDED
      AND RESTATED

    1998
      STOCK OPTION PLAN,

    OF

    GENERAL
      DATACOMM INDUSTRIES, INC.

    As
      of
      October 11, 2007

     

    1.       Purpose
      of the Plan. This Plan (herein called the "Plan") is designed to provide an
      incentive to key employees, officers and directors who are employees and
      non-employee directors, of GENERAL DATACOMM INDUSTRIES, INC. (herein called
      the
      "Corporation") and its subsidiaries, as defined in Section 425(f) of the
      Internal Revenue Code of 1986 and to offer an additional inducement in obtaining
      and retaining the services of key personnel.

     

    2.       Stock
      Subject to the Plan. "Non-Statutory Stock Options" may be granted under the
      Plan to purchase in the aggregate not more than 2,000,000 shares* of Common
      Stock, $.10 par value, of the Corporation (herein called "Common Stock"), which
      shares may, in the discretion of the Board of Directors, consist either in
      whole
      or in part of authorized but unissued shares of Common Stock or shares of Common
      Stock held in the treasury of the Corporation. In the event an option for any
      reason expires or terminates unexercised as to all shares, such remaining shares
      shall again become available for options under the Plan.

     

    3.       Administration
      of the Plan. The Plan shall be administered by the Chairman of the Board and
      a Stock Option Committee, who shall report to the Board of Directors the names
      of those granted options, the number of shares covered by each option and the
      applicable option prices. The Stock Option Committee shall consist of one (1)
      or
      more members of the Board of Directors appointed by the Board of Directors
      who
      are not employees of the Corporation. The Stock Option Committee shall have
      the
      exclusive right to grant stock options to employees who are subject to Section
      16(a) of the Securities Exchange Act of 1934 ("1934 Act"), and the Chairman
      of
      the Board shall have the exclusive right to make all other grants. Except with
      respect to grants by the Stock Option Committee, the Chairman of the Board
      shall
      have the full power to construe and interpret the Plan and to establish and
      amend rules, regulations and forms for its administration. The Plan may not
      be
      amended, however, without the approval of the Board of Directors which shall
      also determine which employees are subject to Section 16(a) of the 1934 Act.
      If
      the Stock Option Committee consists of only one (1) director and options are
      being granted to the directors, then such option to the Stock Option Committee
      member shall be approved by the Board of Directors which shall have authority
      to
      approve all options granted to persons subject to Section 16(a) under the
      Securities Exchange Act of 1934.

    


    4.  Eligibility.
The
      Chairman of the Board and Stock Option Committee may, consistent with the
      purposes of the Plan and Paragraph 3, grant options from time to time, within
      ten (10) years from the date of adoption of the Plan by the Board of Directors
      of the Corporation, to key employees, officers and directors who are employees
      and non-employee directors of the Corporation or of any of its present *before
      giving effect to one for ten reverse split Sept 2001 subsidiaries or future
      subsidiary corporations (herein called "Subsidiaries"), and covering such number
      of shares of Common Stock as may be determined, provided that no employee whose
      basic salary before bonuses or incentive payments is less than $20,000 per
      year
      shall be eligible to receive an option. Employees may receive more than one
      (1)
      option under the Plan. At all times (i) a minimum of 20% of the employees of
      the
      Corporation shall be eligible to receive options under the Plan and (ii) less
      than 50% of the persons eligible to receive options under the Plan shall be
      officers and directors of the Corporation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    5.       Option
      Price. The purchase price of the Common Stock under each option shall be
      determined by the Chairman of the Board and the Stock Option Committee, as
      the
      case may be, and shall be the fair market value of the stock at the time of
      granting of the option as determined by the Chairman of the Board or Stock
      Option Committee, as the case may be. Such fair market value shall be taken
      by
      the Chairman of the Board and Stock Option Committee as the average between
      the
      high and low sale price on the date the option is granted, or, if there is
      no
      such sale on that date, then on the last previous day on which such a sale
      was
      reported.

     

    6.      Term
      of Option. The term of each option granted pursuant to the Plan shall be for
      a period not exceeding ten (10) years from the date of granting thereof. Options
      shall be subject to earlier termination as hereinafter provided.

     

    7.      Exercise
      of Option. The option shall be exercisable in whole or in part from time to
      time during the term thereof as may be determined by the Chairman of the Board
      or Stock Option Committee, as the case may be, and stated in the option,
      provided, however, that unless otherwise authorized by the Board of Directors
      as
      to all options outstanding under the Plan, no option may be exercised prior
      to
      the first anniversary of the date of granting of such option. Notwithstanding
      the foregoing, the Chairman of the Board or the Stock Option Committee, as
      the
      case may be, may in their discretion from time to time waive such one (1) year
      restriction as to any option or options. The option shall be exercised by giving
      written notice to the Corporation at its principal office, Naugatuck,
      Connecticut, specifying the number of shares purchased and accompanied by
      payment in full in cash of the aggregate purchase price therefor, or in the
      alternative, payment may be made by delivery of Common Stock of the Corporation
      valued at the closing price of such Common Stock on the date of exercise.
      Certificates representing the shares of stock purchased shall be issued as
      promptly as practicable thereafter. The holder of an option shall not have
      any
      rights of a stockholder with respect to the shares covered by his or her option
      until the date of issuance of a stock certificate for such shares. In no case
      may a fraction of a share be purchased or issued under the Plan. If fractions
      of
      a share would result from any adjustment, the adjustment shall be revised to
      the
      next higher whole number of shares.

     

    8.      Termination
      of Employment. Any option
      holder whose employment or directorship if not an employee, has terminated
      for
      any reason other than death or disability may exercise his or her option,
      to the extent exercisable upon the effective date of such termination, at any
      time within three (3) months after the date of termination, but in no event
      after the expiration of the term of the option, provided, however, that if
      employment or directorship be terminated either (i) for cause, or (ii) as to
      employees only, without the employee giving reasonable notice (not less than
      30
      days unless waived in writing by the Chairman of the Board) said option shall
      (to the extent not previously exercised) terminate immediately.

     

    9.  Death
      or Disability of
      Employee or Non-Employee Director. (a) If any option holder's employment or
      directorship with the Corporation and its Subsidiaries terminates by reason
      of
      death, any option owned by such participant whether or not exercisable or vested
      at the date of death, shall be automatically fully exercisable and vested as
      at
      the time of death and may thereafter be exercised to the fullest extent,
      notwithstanding any vesting limitations in the option at the date of death,
      by
      the legal representative or legatee of the option holder, until the expiration
      of the stated term of the option.


     

     (b)
      Any option held by an option holder whose employment or directorship with the
      Corporation and its Subsidiaries has terminated by reason of Disability, whether
      or not exercisable or vested at the date of termination, shall be automatically
      fully exercisable and vested as at the date of termination and may thereafter
      be
      exercised, to the fullest extent notwithstanding any vesting limitations in
      the
      option at the time of such termination, by the participant or, in the event
      of
      the option holder’s death subsequent to such termination, by the legal
      representative or legatees of the option holder, until the expiration of the
      stated term of the option. The Committee shall have sole authority and
      discretion to determine whether an option holder’s employment or directorship
      has been terminated by reason of Disability.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10.  Stock
      Option Contract.
Each option shall be evidenced by an appropriate Stock Option Contract
      which
      shall provide, among other things, (a) that with respect to option holders
      who
      are employees the employee agrees that he or she will remain in the employ
      of
      the Corporation or its Subsidiaries, at the election of the Corporation, for
      a
      period of at least one (1) year from the later of (i) the date the option is
      granted or (ii) the date to which he or she is then otherwise obligated to
      remain in the employ of the Corporation, and (b) that in the event of exercise
      of such option, unless the shares have been registered under the Securities
      Act
      of 1933, as amended, the shares subject to option will be acquired for
      investment and not with a view to distribution thereof. Nothing in the Plan
      or
      in any option contract entered into pursuant hereto shall confer upon any
      employee any right to continue in the employ of the Corporation or the
      Subsidiaries or interfere in any way with the right of the Corporation or the
      Subsidiaries to terminate his or her employment at any time without liability
      to
      the Corporation or the Subsidiaries.

     

    11.       Adjustments
      Upon Changes in Common Stock. If additional shares of Common Stock are
      issued by the Corporation pursuant to a stock split or stock dividend in excess
      of 5% in any one (1) year, the number of shares of Common Stock then covered
      by
      each outstanding option granted hereunder shall be increased proportionately
      with no increase in the total purchase price of the shares then so covered,
      and
      the number of shares of Common Stock of the Corporation reserved for the
      purposes of this Plan shall be increased by the same proportion. In the event
      that the shares of Common Stock of the Corporation are reduced at any time
      by a
      combination of shares, the number of shares of Common Stock then covered by
      each
      outstanding option granted under the Plan shall be reduced proportionately
      with
      no reduction in the total price of the shares then so covered, and the number
      of
      shares of Common Stock reserved for the purposes of this Plan shall be reduced
      proportionately with no reduction in the total price of the shares then so
      covered, and the number of shares of Common Stock reserved for the purposes
      of
      this Plan shall be reduced by the same proportion. If the Corporation shall
      be
      reorganized, consolidated or merged with another corporation, or if all or
      substantially all of the assets of the Corporation shall be sold or exchanged,
      each employee to whom an option has been granted under this Plan shall, at
      the
      time of issuance of the stock under such a corporate event, be entitled to
      receive upon the exercise of the option, the same number and kind of shares
      of
      stock or the same amount of property, cash or securities as the employee would
      have been entitled to receive upon the happening of any such corporate event
      as
      if the employee had been, immediately prior to such event, the holder of the
      number of shares covered by the option. No option adjustment shall be made
      for
      stock dividends which are not in excess of 5% (even though the cumulative total
      of such stock dividends over the life of an option may be in excess of 5%),
      cash
      dividends or the issuance to stockholders of the Corporation of rights to
      subscribe for additional Common Stock or other securities.

     

    12.  Amendments
      and Termination of the
      Plan. The Plan shall
      terminate on April 22, 2008, and an option
      shall not be
      granted under the Plan after that date. The Board of Directors may at any
      time suspend or
      terminate the Plan or amend it from time to time in such respects as it
      may deem advisable. No termination, suspension or amendment of the Plan shall,
      without the consent of the holder of an existing option, adversely affect the
      holder's rights under such option.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.  Non-Transferability
      of Option.
No option granted under the Plan shall be transferable otherwise than by
      Will or the laws of descent and distribution; and options may be exercised,
      during the lifetime of the holder thereof, only by such holder. Notwithstanding
      the foregoing, in the discretion of the Board of Directors, the Chairman of
      the
      Board or the Stock Option Committee, as the case may be, as and to the limited
      extent provided in Form S-8 Registration Statement under the Securities Act
      of
      1933, as amended, General Instruction A(5) as in effect from time to time,
      the
      employee may make a gift, or a transfer pursuant to a domestic relations order,
      to a family member as defined therein, including a trust and other entity in
      which the employee has more than 50% of the beneficial interest, provided
the recipient expressly acknowledges in writing to the Corporation,
      that its
      acquisition is subject to all of the terms and conditions of the Plan and the
      assigned option, including jurisdiction, interpretation, termination, forfeiture
      and repayment based on the acts and/or status of the employee assigning such
      option or part thereof.

     

    14.  Restriction
      on Issuance of Shares. The Corporation shall not be obligated to sell or
      issue any shares pursuant to any stock option agreement unless:

     

    (a)            the
      shares with respect to which the option is being exercised have been registered
      under the Securities Act of 1933, as amended, or are exempt from such
      registration;

     

    (b)        the
      prior approval of such sale or issuance has been obtained from any State
      regulatory body having jurisdiction; and

     

    (c)            in
      the event the stock has been listed on any stock exchange, the shares with
      respect to which the option is being exercised have been duly listed on such
      exchange in accordance with the procedure specified therefor.