Globecomm Systems Inc./Telaurus
2009 Special Equity Incentive Plan
Globecomm
Systems, Inc., a Delaware corporation (the “Company”),
has agreed to purchase (the “Purchase”) the assets of
Telaurus Communications, LLC (“Telaurus”), and in
connection with the Purchase, will offer employment to employees of
Telaurus. The Globecomm Systems Inc . /Telaurus 2009 Special
Equity Incentive Plan (the “Plan”) is designed to
enable the Company to grant stock options and restricted stock to
such employees as an inducement to accept the Company’s offer
of employment.
(a)
Administration by Committee; Constitution of Committee . The
Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the “Board”) or such
other committee or subcommittee as the Board may designate (the
“Committee”). The members of the Committee shall be
appointed by, and serve at the pleasure of, the Board. While it is
intended that at all times that the Committee acts in connection
with the Plan, the Committee shall consist solely of
“non-employee director” within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of
1934 (the “1934 Act”), the number of whom shall not be
less than two, the fact that the Committee is not so comprised will
not invalidate any grant hereunder that otherwise satisfies the
terms of the Plan. If the Committee does not exist, or for any
other reason determined by the Board, the Board may take any action
under the Plan that would otherwise be the responsibility of the
Committee or which the Committee would have the authority to
take.
(b)
Committee’s Authority . The Committee shall have the
authority to (i) exercise all of the powers granted to it
under the Plan, (ii) construe, interpret and implement the
Plan and any award certificates issued under the Plan,
(iii) prescribe, amend and rescind rules and regulations
relating to the Plan, including rules governing its own operations,
(iv) make all determinations necessary or advisable in
administering the Plan, (v) correct any defect, supply any
omission and reconcile any inconsistency in the Plan, and
(vi) amend the Plan to reflect changes in applicable
law.
(c)
Committee Action; Delegation . Actions of the Committee
shall be taken by the vote of a majority of its members. Except as
otherwise required by applicable law, any action may be taken by a
written instrument signed by a majority of the Committee members,
and action so taken shall be fully as effective as if it had been
taken by a vote at a meeting. Notwithstanding the foregoing or any
other provision of the Plan, the Committee (or the Board acting
instead of the Committee), may delegate to one or more officers of
the Company the authority to designate the individuals (other than
such officer(s)), among those eligible to receive awards pursuant
to the terms of the Plan, who will receive awards under the Plan
and the size of each such award, to the fullest extent permitted by
applicable law, provided that the Committee
itself shall
grant awards to those individuals who could reasonably be
considered to be subject to the insider trading provisions of
section 16 of the 1934 Act.
(d)
Determinations Final . The determination of the Committee on
all matters relating to the Plan or any option under the Plan shall
be final, binding and conclusive.
(e)
Limit on Committee Members’ Liability . No member of
the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option
thereunder.
1.3 Persons
Eligible for Options
The
persons eligible to receive options under the Plan are those
individuals who are employees of Telaurus immediately before the
Purchase and who are offered employment with the Company or a
Company subsidiary in connection with the Purchase
(“Transferred Employees”).
1.4 Types
of Awards Under Plan
Awards
may be made under the Plan in the form of (a) stock options
that are not incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), (b) restricted stock and
(c) restricted stock units. The term “award” means
any of the foregoing.
1.5 Shares
Available for Awards; Adjustments to Awards
(a)
Aggregate Number Available; Certificate Legends . Subject to
adjustment as provided under Section 1.5(c)(i) hereof, awards
may be granted pursuant to the Plan with respect to 60,000 shares
of common stock of the Company (“Common Stock”). Shares
issued pursuant to the Plan may be authorized but unissued shares
of Common Stock, authorized and issued shares of Common Stock held
in the Company’s treasury or shares of Common Stock acquired
by the Company for the purposes of the Plan. The Committee may
direct that any stock certificate evidencing shares issued pursuant
to the Plan shall bear a legend setting forth such restrictions on
transferability as may apply to such shares.
(b)
Certain Shares to Become Available Again . The following
shares of Common Stock shall again become available for awards
under the Plan: (i) any shares that are subject to an option
under the Plan and that remain unissued upon the cancellation or
termination of such option for any reason whatsoever, (ii) any
shares of restricted stock that are forfeited pursuant to the terms
of the Plan or the award, provided that any dividends paid on such
shares are also forfeited and (iii) any shares that are
subject to restricted stock units that remain unissued upon the
cancellation or termination of such award for any reason
whatsoever.
(c)
Adjustments to Available Shares and Existing Options Upon
Changes in Common Stock or Certain Other Events . Upon certain
changes in Common Stock or other corporate events, the number of
shares of Common Stock available for issuance under the Plan and
that are the subject of existing awards shall be adjusted or shall
be adjustable, as follows:
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(i) Shares
Available for Grant . In the event of any change in the number
of shares of Common Stock outstanding by reason of any stock
dividend or split, reverse stock split, recapitalization, merger,
consolidation, combination or exchange of shares or similar
corporate change, the maximum number of shares of Common Stock with
respect to which the Committee may grant options under paragraph
(a) above shall be appropriately adjusted by the Committee. In
the event of any change in the number of shares of Common Stock
outstanding by reason of any other event or transaction, the
Committee may, but need not, make such adjustments in the maximum
number of shares of Common Stock with respect to which the
Committee may grant options under Section 1.5(a) hereof, as
the Committee may deem appropriate in its sole
discretion.
(ii)
Outstanding Restricted Stock and Restricted Stock Units .
Unless the Committee in its absolute discretion otherwise
determines, any securities or other property (including dividends
paid in cash) received by a grantee with respect to a share of
restricted stock which has not yet vested, as a result of any
dividend, stock split, reverse stock split, recapitalization,
merger, consolidation, combination, exchange of shares or
otherwise, will not vest until such share of restricted stock
vests, and shall be promptly deposited with the Company.
The Committee
shall appropriately adjust outstanding grants of restricted stock
units to reflect any dividend, stock split, reverse stock split,
recapitalization, merger, consolidation, combination, exchange of
shares or similar corporate change in order to prevent the
enlargement or dilution of rights of grantees.
(iii)
Outstanding Options — Increase or Decrease in Issued
Shares Without Consideration . Subject to any required action
by the stockholders of the Company, in the event of any increase or
decrease in the number of issued shares of Common Stock resulting
from a subdivision or consolidation of shares of Common Stock or
the payment of a stock dividend (but only on the shares of Common
Stock), or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company,
the Committee shall proportionally adjust the number of shares of
Common Stock subject to each outstanding option and the exercise
price-per-share of Common Stock of each such option.
(iv)
Outstanding Options — Certain Mergers . Subject to any
required action by the stockholders of the Company, in the event
that the Company shall be the surviving corporation in any merger
or consolidation (except a merger or consolidation as a result of
which the holders of shares of Common Stock receive securities of
another corporation or cash), each option outstanding on the date
of such merger or consolidation shall pertain to and apply to the
securities which a holder of the number of shares of Common Stock
subject to such option immediately prior to such merger or
consolidation would have received in such merger or
consolidation.
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(v) Outstanding
Options — Certain Other Transactions . In the event of
(1) a dissolution or liquidation of the Company, (2) a
sale of all or substantially all of the Company’s assets,
(3) a merger or consolidation involving the Company in which
the Company is not the surviving corporation or (4) a merger
or consolidation involving the Company in which the Company is the
surviving corporation but the holders of shares of Common Stock
receive securities of another corporation and/or other property,
including cash, the Committee shall, in its sole discretion,
either:
(A) cancel,
effective immediately prior to the occurrence of such event, each
option outstanding immediately prior to such event (whether or not
then exercisable) and, in full consideration of such cancellation,
pay to the grantee to whom such option was granted an amount in
cash, for each share of Common Stock subject to such option, equal
to the excess of (x) the value, as determined by the Committee
in its absolute discretion, of the property (including cash)
received by the holder of a share of Common Stock as a result of
such event over (y) the exercise price of such option;
or
(B) provide for
the exchange of each option outstanding immediately prior to such
event (whether or not then exercisable) for an option on some or
all of the property which a holder of the number of shares of
Common Stock subject to such option immediately prior to such event
would have received as a result of such event and, incident
thereto, make an equitable adjustment as determined by the
Committee in its sole discretion in the exercise price of the
option, or the number of shares or amount of property subject to
the option or, if appropriate, provide for a cash payment to the
grantee to whom such option was granted in partial consideration
for the exchange of the option.
(vi)
Outstanding Options — Other Changes . In the event of
any change in the capitalization of the Company or a corporate
change other than those specifically referred to in
Section 1.5(c)(iii), (iv) or (v) hereof, the
Committee may, in its absolute discretion, make such adjustments in
the number and class of shares subject to options outstanding on
the date on which such change occurs and in the per-share exercise
price of each such option as the Committee may consider appropriate
to prevent dilution or enlargement of rights. In addition, if and
to the extent the Committee determines it is appropriate, the
Committee may elect to cancel each option outstanding immediately
prior to such event (whether or not then exercisable), and, in full
consideration of such cancellation, pay to the grantee to whom such
option was granted an amount in cash, for each share of Common
Stock subject to such option, equal to the excess of (x) the
Fair Market Value of Common Stock on the date of such cancellation
over (y) the option exercise price of such option.
(vii) No Other
Rights . Except as expressly provided in the Plan, no grantee
shall have any rights by reason of any subdivision or consolidation
of
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shares of stock
of any class, the payment of any dividend, any increase or decrease
in the number of shares of stock of any class or any dissolution,
liquidation, merger or consolidation of the Company or any other
corporation. Except as expressly provided in the Plan, no issuance
by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to an option or the
exercise price of any option.
1.6
Definitions of Certain Terms
(a) The
“Fair Market Value” of a share of Common Stock on any
day shall be the closing price on the Nasdaq Stock Exchange as
reported for such day in The Wall Street Journal or, if no such
price is reported for such day, the average of the high bid and low
asked price of Common Stock as reported for such day. If no
quotation is made for the applicable day, the Fair Market Value of
a share of Common Stock on such day shall be determined in the
manner set forth in the preceding sentence using quotations for the
next preceding day for which there were quotations, provided that
such quotations shall have been made within the ten
(10) business days preceding the applicable day. In the event
that none of the foregoing is applicable or, notwithstanding the
foregoing, if deemed necessary or appropriate by the Committee, the
Fair Market Value of a share of Common Stock on any day shall be
determined by the Committee.
(b) A
grantee shall be deemed to have terminated employment upon
(i) the date the grantee ceases to be employed by the Company
or any Company subsidiary, or any corporation (or any of its
subsidiaries) which assumes the grantee’s option in a
transaction to which section 424(a) of the Code applies; provided,
however, that in the case of a grantee (x) who is, at the time
of reference, both an employee or consultant or advisor and a Board
member, or (y) who ceases to be engaged as an employee and
immediately is engaged as a consultant, advisor or Board member of
the Company or any Company subsidiary or, the grantee shall be
deemed to have a “termination of employment” on the
date the grantee terminates the last of such relationships with the
Company. For purposes of this Section 1.6(b), a grantee who
continues his or her employment, consulting or advisory
relationship with a Company subsidiary subsequent to its sale by
the Company, shall have a termination of employment upon the date
of such sale. The Committee may in its discretion determine whether
any leave of absence constitutes a termination of employment for
purposes of the Plan and the impact, if any, of any such leave of
absence on awards theretofore made under the Plan.
ARTICLE II
Awards Under the Plan
2.1
Certificates Evidencing Awards
Each award granted
under the Plan shall be evidenced by a written certi
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