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Exhibit
10.18
AMENDED AND RESTATED 2006
OPTION PLAN
OF
CARIBE MEDIA,
INC.
(As amended June 20,
2008)
This Amended and
Restated 2006 Option Plan of Caribe Media, Inc. (the “
Plan ”) shall replace and supercede the 2006 Option
Plan of Caribe Media, Inc., adopted as of June 23, 2006 (the
“ Prior Plan ”), in its entirety as of the date
hereof with respect to all outstanding awards issued under the
Prior Plan.
Caribe Media, Inc.,
a Puerto Rico corporation (the “ Company ”) and
a wholly-owned direct subsidiary of CII Acquisition Holding Inc., a
Puerto Rico corporation (“ CII Acquisition ”),
and a wholly-owned indirect subsidiary of Local Insight Media
Holdings, L.P. (“ New LIM ”), has adopted this
Plan as of June 20, 2008, for the benefit of its eligible
Employees, Consultants and Independent Directors (as such terms are
defined below). The purpose of this Plan is to provide such
Employees, Consultants and Independent Directors with an
opportunity to participate in the Company’s future by
offering them an Option (as defined below) to purchase interests in
New LIM so as to enhance the Company’s ability to attract and
retain individuals of exceptional talent to contribute to the
sustained progress, growth and profitability of the Company and New
LIM.
Pursuant to this
Plan, Optionees (as defined below) may be granted an Option to
purchase Units (as defined below). The Units so acquired shall be
governed by, and will be subject to, the transfer and other
restrictions contained in (a) this Plan, (b) an Option
Agreement (as defined below) to be executed by and between the
Company and each such Optionee (including exhibits thereto), and
(c) the Limited Partnership Agreement (as defined
below).
ARTICLE I.
DEFINITIONS
Whenever the
following terms are used in this Plan, they shall have the meaning
specified below unless the context clearly indicates to the
contrary. Any other capitalized terms used in this Plan but not
otherwise defined herein shall have their respective meaning set
forth in the Limited Partnership Agreement. The masculine pronoun
shall include the feminine and neuter and the singular shall
include the plural, where the context so indicates.
1.1. “
Board ” shall mean the Board of Directors of the
Company.
1.2. “
C-Corporation ” shall mean a corporation subject to
taxation under Chapter C of the Code.
1.3. “ CII
Acquisition ” shall have the meaning set forth in the
Recitals.
1.4. “
Code ” shall mean the Internal Revenue Code of 1986,
as amended.
1.5. “
Committee ” shall have the meaning set forth in
Section 6.1 .
1.6. “
Company ” shall have the meaning set forth in the
Recitals.
1.7. “
Company Sale ” shall mean, with respect to the
relevant Person, the consummation of any transaction or series of
transactions pursuant to which one or more Persons or entities or
group of Persons or entities acquires: (a) equity interests
possessing the voting power sufficient to elect a majority of the
members of the board of directors or similar governing body of such
Person or its successor(s) (whether such transaction is effected by
merger, consolidation, recapitalization, sale or transfer of such
Person or otherwise) or (b) all or substantially all of the
assets of such Person and its subsidiaries.
1.8. “
Consultant ” shall mean any consultant or adviser if:
(a) the consultant or adviser renders bona fide services to
the Company or to any Parent or Subsidiary; (b) the services
rendered by the consultant or adviser are not in connection with
the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for
the Company’s or New LIM’s securities; and (c) the
consultant or adviser is a natural person who has contracted
directly with the Company or any Parent or Subsidiary to render
such services.
1.9. “
Eligible Representative ” for an Optionee shall mean
such Optionee’s personal representative or such other person
as is empowered under the deceased Optionee’s will or the
then applicable laws of descent and distribution to represent the
Optionee hereunder.
1.10. “
Employee ” shall mean any officer or other employee
(as defined in accordance with Section 3401(c) of the Code) of
the Company, or of any Parent or Subsidiary. An Optionee shall not
cease to be an Employee in the case of (a) any leave of
absence approved by the Company or (b) transfers between
locations of the Company or between the Company, any Parent, any
Subsidiary or any successor. Notwithstanding the foregoing, the
term Employee shall not include any individual whose services with
the Company are performed pursuant to a contract that purports to
treat such individual as an independent contractor even if such
individual is later determined (by judicial action or otherwise) to
have been a common law employee of the Company, rather than an
independent contractor.
1.11. “
Exchange Act ” shall mean the Securities Exchange Act
of 1934, as amended.
1.12. “
Fair Market Value ” of a Unit as of a given date shall
mean the fair market value of such Unit as determined in good faith
by the Committee.
1.13. “
Independent Director ” shall mean a member of the
Board who is not an Employee.
1.14. “
Limited Partnership Agreement ” shall mean the Limited
Partnership Agreement of New LIM, dated as of June 19, 2008,
as amended from time to time.
1.15. “
New LIM ” shall have the meaning set forth in the
Recitals.
1.16. “
Option ” shall mean an option granted under this Plan
to purchase Units. No Option shall be an “incentive stock
option” within the meaning of Section 422 of the
Code.
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1.17. “
Option Agreement ” shall mean the Option Agreement
pursuant to which an Option shall be awarded to an Optionee under
this Plan.
1.18. “
Optionee ” shall mean Scott Pomeroy, Marilyn Neal or
Josh Devon.
1.19. “
Parent ” shall mean any business, whether or not
incorporated, which owns, directly or indirectly, more than fifty
percent (50%) of the combined voting power of the voting
securities or voting interests of the Company.
1.20. “
Partner ” shall have the meaning ascribed to such term
in the Limited Partnership Agreement.
1.21. “
Partnership Interest ” shall have the meaning ascribed
to such term in the Limited Partnership Agreement.
1.22. “
Person ” shall mean and include an individual, a
corporation, a partnership, a limited liability company; a joint
venture, a trust, an unincorporated organization and a government
or any department or agency thereof, or any entity similar to any
of the foregoing.
1.23. “
Plan ” shall have the meaning set forth in the
Recitals.
1.24. “
Prior Plan ” shall have the meaning set forth in the
Recitals.
1.25. “
Securities Act ” shall mean the Securities Act of
1933, as amended.
1.26. “
Subsidiary ” shall mean any business, whether or not
incorporated, more than fifty percent (50%) of whose
outstanding securities representing the right, other than as
affected by events of default, to vote for the election of the
Board (or persons performing similar functions) is owned by the
Company or by another Subsidiary of the Company.
1.27. “
Termination of Consultancy ” shall mean the time when
the engagement of an Optionee as a Consultant is terminated for any
reason, with or without cause, including, but not by way of
limitation, by resignation, discharge, death or retirement, but
excluding a termination where there is a simultaneous commencement
of employment with the Company or any Subsidiary. The Committee, in
its sole discretion, shall determine the effect of all matters and
questions relating to Termination of Consultancy.
1.28. “
Termination of Directorship ” shall mean the time when
an Optionee who is an Independent Director ceases to be a member of
the Board for any reason, including but not by way of limitation, a
termination by resignation, failure to be elected or appointed,
death or retirement. The Board, in its sole discretion, shall
determine the effect of all matters and questions relating to
Termination of Directorship.
1.29. “
Termination of Employment ” shall mean the termination
for any reason, including death, disability, resignation,
retirement or termination with or without good cause, at any time,
of an Optionee’s employment with the Company or any Parent or
Subsidiary. The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation,
when a Termination of Employment is effective and all questions of
whether particular leaves of absence constitute Terminations of
Employment. Notwithstanding any other
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provision of this Plan, the
Company or any Parent or Subsidiary has an absolute and
unrestricted right to terminate an Employee’s employment at
any time for any reason whatsoever, with or without good cause,
except to the extent expressly provided otherwise in
writing.
1.30. “
Units ” shall have the meaning set forth in Section
2.1 .
ARTICLE II.
UNITS SUBJECT TO
PLAN
2.1. Units
Subject to Plan . The units subject to Options shall be
Partnership Interests (the “ Units ”). Not more
than 5,239,957 Units may be awarded pursuant to Options granted
under this Plan. Such 5,239,957 Units represent an aggregate
Percentage Interest of 2.643416110% (assuming the exercise of
Options to purchase all Units that may be awarded pursuant to
Options granted under this Plan). Accordingly, each Unit shall
correspond to a 0.000000504% Percentage Interest under the Limited
Partnership Agreement. After an Option is exercised, each Unit
shall be referred to as a Partnership Interest under the Limited
Partnership Agreement with respect to the corresponding Percentage
Interest. No Options may be granted under this Plan following the
date hereof.
2.2. Unexercised
Options . If any Option (or portion thereof) expires or is
canceled without having been fully exercised, the Units subject to
such Option (or portion thereof), but as to which such Option was
not exercised prior to its expiration or cancellation, may not
again be optioned hereunder.
ARTICLE
III.
TERMS OF
OPTIONS
3.1. Option
Agreement and Limited Partnership Agreement . Each Option shall
be evidenced by a written Option Agreement, which shall be executed
by the Optionee and an authorized officer of the Company and which
shall contain such terms and conditions as the Committee shall
determine, consistent with this Plan and with the terms of the
Limited Partnership Agreement. Upon the exercise of an Option, an
Optionee shall, automatically and without further action on his or
her part, be deemed to be a party to, signatory of and bound by the
Limited Partnership Agreement. At the Company’s request, such
Optionee shall execute the Limited Partnership Agreement (or a
joinder to the Limited Partnership Agreement). All Units awarded
pursuant to Options granted under this Plan shall be subject to the
terms of the Limited Partnership Agreement and shall, in the terms
of each individual Option Agreement, be subject to such additional
restrictions as the Committee shall provide, which restrictions may
include, without limitation, restrictions concerning
transferability and restrictions based on duration of employment
with the Company, performance by Employees or Company performance;
provided , however , that, by action taken in its
absolute discretion after the Option is issued, the Committee may,
on such terms and conditions as it may determine to be appropriate,
remove any or all of the restrictions imposed by the terms of the
Option Agreement.
3.2.
Exercisability of Options .
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(a) Each
Option shall become exercisable according to the terms of the
applicable Option Agreement; provided , however ,
that by a resolution adopted after an Option is granted the
Committee may, on such terms and conditions as it may determine to
be appropriate, accelerate the time at which such Option or any
portion thereof may be exercised.
(b) Except as
otherwise provided in the applicable Option Agreement, no portion
of an Option which is unexercisable at Termination of Employment,
Termination of Consultancy or Termination of Directorship, as
applicable, shall thereafter become exercisable.
3.3. Option
Price . The price of each Unit awarded pursuant to an Option
shall be set by the Committee; provided , however ,
that the exercise price of the Unit subject to the Option shall be
not less than 100% of the Fair Market Value of such Unit on the
date such Option is granted; provided further that this proviso
shall not apply to any Option granted in substitution for any
outstanding Option.
3.4. Expiration
of Options . No Option may be exercised to any extent by anyone
after the expiration of ten (10) years from the date the
Option was granted or such earlier date as is set forth in any
applicable Option Agreement.
3.5.
Service-Provider Relationship . Nothing in this Plan or in
any Option Agreement hereunder shall confer upon any Optionee any
right to continue in the employ of, or serve as a Consultant for,
the Company or any Subsidiary, or shall interfere with or restrict
in any way the rights of the Company and any Subsidiary, which are
hereby expressly reserved, to discharge any Optionee at any time
for any reason whatsoever, with or without good cause, except to
the extent expressly provided otherwise in a written agreement
between the Optionee and the Company or any Parent or
Subsidiary.
ARTICLE IV.
EXERCISE OF
OPTIONS
4.1. Person
Eligible to Exercise . During the lifetime of the Optionee,
only he or she may exercise an Option (or any portion thereof);
provided, however, that the Optionee’s Eligible
Representative may exercise his or her Option during the period of
the Optionee’s disability (as defined in
Section 22(e)(3) of the Code). After the death of the
Optionee, any exercisable portion of an Option may, p
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