IN THE RELATED OPTION OR APPRECIATION RIGHT,
RESPECTIVELY.
(HH)
"SUBSIDIARY" MEANS A CORPORATION, COMPANY OR OTHER ENTITY (I) MORE
THAN 50 PERCENT OF WHOSE OUTSTANDING SHARES OR SECURITIES (REPRESENTING THE
RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS OR OTHER MANAGING AUTHORITY) ARE, OR
(II) WHICH DOES NOT HAVE OUTSTANDING SHARES OR SECURITIES (AS MAY BE THE CASE IN
A PARTNERSHIP, JOINT VENTURE OR UNINCORPORATED ASSOCIATION), BUT MORE THAN 50
PERCENT OF WHOSE OWNERSHIP INTEREST REPRESENTING THE RIGHT GENERALLY TO MAKE
DECISIONS FOR SUCH OTHER ENTITY IS, NOW OR HEREAFTER, OWNED OR CONTROLLED,
DIRECTLY OR INDIRECTLY, BY THE COMPANY; EXCEPT THAT, FOR PURPOSES OF DETERMINING
WHETHER ANY PERSON MAY BE A PARTICIPANT FOR PURPOSES OF ANY GRANT OF INCENTIVE
STOCK OPTIONS, "SUBSIDIARY" MEANS ANY CORPORATION IN WHICH AT THE TIME THE
COMPANY OWNS OR CONTROLS, DIRECTLY OR INDIRECTLY, MORE THAN 50 PERCENT OF THE
TOTAL COMBINED VOTING POWER REPRESENTED BY ALL CLASSES OF STOCK ISSUED BY SUCH
CORPORATION.
(II)
"TANDEM APPRECIATION RIGHT" MEANS AN APPRECIATION RIGHT GRANTED
PURSUANT TO SECTION 5 OF THIS PLAN THAT IS GRANTED IN TANDEM WITH AN OPTION.
3
3.
SHARES AVAILABLE UNDER THE PLAN.
(A)
NUMBER OF SHARES.
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION
3(B) AND SECTION 12 OF THIS PLAN, THE MAXIMUM NUMBER OF COMMON SHARES THAT MAY
BE ISSUED OR TRANSFERRED TO PARTICIPANTS AND THEIR BENEFICIARIES IN CONNECTION
WITH AWARDS GRANTED UNDER THE PLAN SHALL BE EQUAL TO THE SUM OF: (I) 5,000,000
COMMON SHARES PLUS ANY SHARES DESCRIBED IN SECTION 3(B), AND (II) ANY COMMON
SHARES THAT ARE REPRESENTED BY OPTIONS GRANTED UNDER THE FOLLOWING COMPANY PLANS
WHICH ARE FORFEITED, EXPIRE OR ARE CANCELED WITHOUT DELIVERY OF COMMON SHARES OR
WHICH RESULT IN THE FORFEITURE OR RELINQUISHMENT OF COMMON SHARES BACK TO THE
COMPANY: (A) THE 1994 STOCK OPTION PLAN, AS AMENDED, (B) THE 1996 STOCK OPTION
PLAN, (C) THE 1997 MANAGEMENT STOCK OPTION PLAN, (D) THE 2000 NON-EMPLOYEE
DIRECTOR STOCK OPTION, (E) THE MESSAGINGDIRECT LTD. AMENDED AND RESTATED
EMPLOYEE SHARE OPTION PLAN AND (F) THE 2002 NON-EMPLOYEE DIRECTOR STOCK OPTION
PLAN, AS AMENDED (COLLECTIVELY THE "PRIOR PLANS").
SUCH SHARES MAY BE SHARES OF
ORIGINAL ISSUANCE OR TREASURY SHARES OR A COMBINATION OF THE FOREGOING.
(B)
SHARE CALCULATION.
(I)
TO THE EXTENT THAT AN AWARD IS CANCELED, TERMINATES, EXPIRES, IS
FORFEITED OR LAPSES FOR ANY REASON, ANY UNISSUED COMMON SHARES SUBJECT TO THE
AWARD WILL AGAIN BE AVAILABLE FOR ISSUANCE PURSUANT TO AWARDS GRANTED UNDER THIS
PLAN.
(II)
COMMON SHARES SUBJECT TO AWARDS SETTLED IN CASH WILL AGAIN BE
AVAILABLE FOR ISSUANCE PURSUANT TO AWARDS GRANTED UNDER THIS PLAN.
(III)
SHARES SURRENDERED OR RELINQUISHED UPON THE PAYMENT OF ANY OPTION
PRICE FOR OPTIONS GRANTED UNDER THIS PLAN OR ANY OF THE PRIOR PLANS BY TRANSFER
TO THE COMPANY OF COMMON SHARES OR UPON SATISFACTION OF ANY WITHHOLDING AMOUNT
WILL AGAIN BE AVAILABLE FOR ISSUANCE PURSUANT TO AWARDS GRANTED UNDER THIS PLAN.
(IV)
THE NUMBER OF SHARES AVAILABLE IN SECTION 3(A) SHALL NOT BE
REDUCED TO REFLECT ANY DIVIDENDS OR DIVIDEND