Exhibit 10.3
FIRST AMENDED AND RESTATED
CENTENNIAL COMMUNICATIONS CORP. AND ITS SUBSIDIARIES 1999 STOCK
OPTION AND RESTRICTED STOCK PURCHASE PLAN
Section 1. Purpose . The purpose of the Centennial
Communications Corp. and its Subsidiaries 1999 Stock Option and
Restricted Stock Purchase Plan (the “Plan”) is to
promote the interests of Centennial Communications Corp., a
Delaware corporation (the “Company”), and any
Subsidiary thereof and the interests of the Company’s
stockholders by providing an opportunity to selected Employees to
purchase Common Stock of the Company. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such
employees and other persons and to encourage such employees and
other persons to devote their best efforts to the business and
financial success of the Company. It is intended that this purpose
will be effected by the granting of “non-qualified stock
options” and/or “incentive stock options” to
acquire the Common Stock of the Company and/or by the granting of
rights to purchase the Common Stock of the Company on a
“restricted stock” basis. Under the Plan, the Committee
(as hereinafter defined) shall have the authority (in its sole
discretion) to grant “incentive stock options” within
the meaning of Section 422(b) of the Code, “non-qualified
stock options” as described in Treasury
Regulation Section 1.83-7 or any successor regulation
thereto, or “restricted stock” awards.
No grant of “incentive stock
options” shall be made under this Plan unless such Plan is
approved by the stockholders of the Company within 12 months
of the date of the adoption of such Plan.
Section 2. Definitions . For purposes of the Plan, the
following terms used herein shall have the following meanings,
unless a different meaning is clearly required by the
context:
2.1 “
Award ” shall mean an award of the right to purchase
Common Stock granted under the provisions of Section 7 of the
Plan.
2.2. “
Board of Directors ” shall mean the Board of Directors
of the Company.
2.3. “
Code ” shall mean the Internal Revenue Code of 1986,
as amended.
2.4. “
Committee ” shall mean the committee of the Board of
Directors referred to in Section 5 hereof; provided, that if
no such committee is appointed by the Board of Directors or if the
Committee does not convene to take any action, the Board of
Directors shall have all of the authority and obligations of the
Committee under the Plan.
2.5. “
Common Stock ” shall mean the Common Stock, $.01 par
value, of the Company.
2.6. “
Employee ” shall mean (i) with respect to an ISO,
any person, including, without limitation, an officer of the
Company, who, at the time an ISO is granted to such person
hereunder, is employed by the Company or any Parent or Subsidiary
of the Company, and (ii) with respect to a Non-Qualified
Option and/or an Award, any person employed
by, or
performing services for, the Company or any Parent or Subsidiary of
the Company, including, without limitation, employees, officers and
consultants.
2.7. “
Fair Market Value ” on any date shall mean, with
respect to Common Stock or other property, the fair market value of
such Common Stock or other property determined by such methods or
procedures as shall be established from time to time by the
Committee. Unless otherwise determined by the Committee in good
faith, the per share Fair Market Value of Common Stock as of a
particular date shall mean, (i) the closing sales price per
share of Common Stock on the national securities exchange on which
the Common Stock is principally traded (or if there shall be no
such closing price on such date, the last preceding date on which
there was a sale of such Common Stock on such exchange), or
(ii) if the shares of Common Stock are then traded in an
over-the-counter market, the average of the closing bid and asked
prices for the shares of Common Stock in such over-the-counter
market (or if no such prices exist on such date, the last preceding
date on which there was a sale of such Common Stock in such
market), or if the shares of Common Stock are not then listed on a
national securities exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall
determine in good faith.
2.8. “
ISO ” shall mean an Option granted to a Participant
pursuant to the Plan that constitutes and shall be treated as an
“incentive stock option” as defined in Section 422(b)
of the Code.
2.9. “
Non-Qualified Option ” shall mean an Option granted to
a Participant pursuant to the Plan that is intended to be, and
qualifies as, a “non-qualified stock option” as
described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto and that shall not constitute or be
treated as an ISO.
2.10. “
Option ” shall mean any ISO or Non-Qualified Option
granted to an Employee pursuant to the Plan.
2.11. “
Participant ” shall mean any Employee to whom an Award
and/or an Option is granted under the Plan.
2.12. “
Parent ” of the Company shall have the meaning set
forth in Section 424(e) of the Code.
2.13. “
Subsidiary ” of the Company shall have the meaning set
forth in Section 424(f) of the Code.
Section 3. Eligibility . Awards and/or Options may be
granted to any Employee. The Committee shall have the sole
authority to select the persons to whom Awards and/or Options are
to be granted hereunder, and to determine whether a person is to be
granted a Non-Qualified Option, an ISO or an Award or any
combination thereof. No person shall have any right to participate
in the Plan. Any person selected by the Committee for participation
during any one period will not by virtue of such participation have
the right to be selected as a Participant for any other
period.
Section 4. Common Stock Subject to the Plan .
4.1. Number of Shares . The
total number of shares of Common Stock for which Options and/or
Awards may be granted under the Plan shall not exceed in the
aggregate 17,456,720 shares of Common Stock (subject to adjustment
as provided in Section 8 hereof). In no event may any Employee
be granted more than 5,000,000 Options in any fiscal year of the
Company.
4.2. Reissuance . The shares
of Common Stock that may be subject to Options and/or Awards
granted under the Plan may be either authorized and unissued shares
or shares reacquired at any time and now or hereafter held as
treasury stock as the Committee may determine. In the event that
any outstanding Option expires or is terminated for any reason, the
shares allocable to the unexercised portion of such Option may
again be subject to an Option and/or Award granted under the Plan.
If any shares of Common Stock issued or sold pursuant to an Award
or the exercise of an Option shall have been repurchased by the
Company, then such shares may again be subject to an Option and/or
Award granted under the Plan.
4.3. Special ISO
Limitations.
(a) The aggregate Fair Market Value
(determined as of the date an ISO is granted) of the shares of
Common Stock with respect to which ISOs are exercisable for the
first time by an Employee during any calendar year (under all
incentive stock option plans of the Company or any Parent or
Subsidiary of the Company) shall not exceed $100,000.
(b) No ISO shall be granted to an
Employee who, at the time the ISO is granted, owns (actually or
constructively under the provisions of Section 424(d) of the Code)
stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary
of the Company, unless (i) the option price is at least 110%
of the Fair Market Value (determined as of the time the ISO is
granted) of the shares of Common Stock subject to the ISO and
(ii) the ISO by its terms is not exercisable more than five
years from the date it is granted.
4.4. Limitations Not Applicable to
Non-Qualified Options or Awards.
Notwithstanding any other provision of the Plan, the provisions of
Sections 4.3(a) and (b) shall not apply, nor shall be
construed to apply, to any Non-Qualified Option or Award granted
under the Plan.
Section 5. Administration of the Plan.
5.1. Administration. Subject to the
proviso in Section 2.4 hereof, the Plan shall be administered
by a committee of the Board of Directors (the
“Committee”) established by the Board of Directors and
consisting of no less than two persons. Each member of the
Committee shall be a “Non-Employee Director” within the
meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)
and an “outside director”
within
the meaning of Treasury regulation Section 1.162-27(e)(3). The
Committee shall be appointed from time to time by, and shall serve
at the pleasure of, the Board of Directors.
5.2. Grant of
Options/Awards.
(a) Options . The Committee
shall have the sole authority and discretion under the Plan
(i) to select the Employees who are to be granted Options
hereunder; (ii) to designate whether any Option to be granted
hereunder is to be an ISO or a Non-Qualified Option; (iii) to
establish the number of shares of Common Stock that may be subject
to each Option; (iv) to determine the time and the conditions
subject to which Options may be exercised in whole or in part;
(v) to determine the amount (not less than the par value per
share) and the form of the consideration that may be used to
purchase shares of Common Stock upon exercise of any Option
(including, without limitation, the circumstances under which
issued and outstanding shares of Common Stock owned by a
Participant may be used by the Participant to exercise an Option);
(vi) to impose Restrictions and/or conditions with respect to
shares of Common Stock acquired upon exercise of an Option;
(vii) to determine the circumstances under which shares of
Common Stock acquired upon exercise of any Option may be subject to
repurchase by the Company; (viii) to determine the
circumstances and conditions subject to which shares acquired upon
exercise of an Option may be sold or otherwise transferred,
including, without limitation, the circumstances and conditions
subject to which a proposed sale of shares of Common Stock acquired
upon exercise of an Option may be subject to the Company’s
right of first refusal (as well as the terms and conditions of any
such right of first refusal); (ix) to establish a vesting provision
for any Option relating to the time when (or the circumstances
under which) the Option may be exercised by a Participant,
including, without limitation, vesting provisions that may be
contingent upon (A) the Company’s meeting specified
financial goals, (B) a change of control of the Company or
(C) the occurrence of other specified events; (x) to
accelerate the time when outstanding Options may be exercised, and
(xi) to establish any other terms, restrictions and/or
conditions applicable to any Option not inconsistent with the
provisions of the Plan.
(b) Awards . The Committee
shall have the sole authority and discretion under the Plan
(i) to select the Employees who are to be granted Awards
hereunder; (ii) to determine the amount to be paid by a
Participant to acquire shares of Common Stock pursuant to an Award,
which amount may be equal to, more than, or less than the Fair
Market Value of such shares on the date the Award is granted (but
in no event less than the par value of such shares); (iii) to
determine the time or times and the conditions subject to which
Awards may be made; (iv) to determine the time or times and
the conditions subject to which the shares of Common Stock subject
to an Award are to become vested and no longer subject to
repurchase by the Company; (v) to establish transfer
restrictions and the terms and conditions on which any such
transfer restrictions with respect to shares of Common Stock
acquired pursuant to an Award shall lapse; (vi) to establish
vesting provisions with respect to any shares of Common Stock
subject to an Award, including, without limitation, vesting
provisions which may be contingent upon (A) the
Company’s meeting specified financial goals, (B) a
change of control of the
Company or
(C) the occurrence of other specified events; (vii) to
determine the circumstances under which shares of Common Stock
acquired pursuant to an Award may be subject to repurchase by the
Company; (viii) to determine the circumstances and conditions
subject to which any shares of Common Stock acquired pursuant to an
Award may be sold or otherwise transferred, including, without
limitation, the circumstances and conditions subject to which a
proposed sale of shares of common Stock acquired pursuant to an
Award may be subject to the Company’s right of first refusal
(as well as the terms and conditions of any such right of first
refusal); (ix) to determine the form of consideration that may
be used to purchase shares of Common Stock pursuant to an Award
(including, without limitation, the circumstances under which
issued and outstanding shares of Common Stock owned by a
Participant may be used by the Participant to purchase the Common
Stock subject to an Award); (x) to accelerate the time at
which any or all restrictions imposed with respect to any shares of
Common Stock subject to an Award will lapse; and (xi) to
establish any other terms, restrictions and/or conditions
applicable to any Award not inconsistent with the provisions of the
Plan.
5.3. Interpretation . The
Committee shall be authorized to interpret the Plan and may, from
time to time, adopt such rules and regulations, not inconsistent
with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.
5.4. Finality . The
interpretation and construction by the Committee of any provision
of
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