AMENDED AND RESTATED 1986 STOCK OPTION PLAN
OF
GENERAL COMMUNICATION, INC.
AS OF JUNE 27, 2005
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TABLE OF CONTENTS
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1. PURPOSE AND TERM
OF
PLAN..........................................................................1
1.1
Restatement of
Plan......................................................................1
1.2
Purpose..................................................................................1
1.3
Term of
Plan.............................................................................1
2. DEFINITIONS AND
CONSTRUCTION......................................................................1
2.1
Definitions..............................................................................1
2.2
Construction.............................................................................4
3.
ADMINISTRATION....................................................................................4
3.1
Administration by the
Committee..........................................................4
3.2
Administration with Respect to
Insiders..................................................4
3.3
Committee
Complying with Section
162(m)..................................................4
3.4
Powers of
the
Committee..................................................................5
3.5
Indemnification..........................................................................5
4. SHARES SUBJECT
TO
PLAN............................................................................6
4.1
Maximum
Number of Shares
Issuable........................................................6
4.2
Adjustments for Changes in Capital
Structure.............................................6
5. ELIGIBILITY AND
AWARD
LIMITATIONS.................................................................7
5.1
Persons
Eligible for
Awards..............................................................7
5.2
Participation............................................................................7
5.3
Award
Limits.............................................................................7
6. TERMS AND
CONDITIONS OF
OPTIONS...................................................................7
6.1
Exercise
Price...........................................................................8
6.2
Exercisability and Term of
Options.......................................................8
6.3
Payment of
Exercise
Price................................................................8
6.4
Effect of
Termination of
Service.........................................................9
6.5
Transferability of
Options...............................................................10
6.6
Incentive
Stock Option
Limitations.......................................................11
7. TERMS AND
CONDITIONS OF RESTRICTED STOCK
AWARDS...................................................12
7.1
Purchase
Price...........................................................................12
7.2
Vesting..................................................................................12
7.3
Restrictions on
Transfer.................................................................12
7.4
Voting
Rights; Dividends and
Distributions...............................................12
7.5
Effect of
Termination of
Service.........................................................12
7.6
Exercise
of
Rights.......................................................................13
8. STANDARD FORMS
OF AWARD
AGREEMENT.................................................................13
8.1
Award
Agreements.........................................................................13
8.2
Authority
to Vary
Terms..................................................................13
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9. COMPLIANCE WITH
SECURITIES
LAW....................................................................13
10. TAX
WITHHOLDING...................................................................................13
10.1
Tax
Withholding in
General...............................................................13
10.2
Withholding in
Shares....................................................................14
11. AMENDMENT OR
TERMINATION OF
PLAN..................................................................14
12. MISCELLANEOUS
PROVISIONS..........................................................................14
12.1
Repurchase
Rights........................................................................14
12.2
Provision of
Information.................................................................15
12.3
Rights as Employee, Consultant or
Director...............................................15
12.4
Rights as a
Shareholder..................................................................15
12.5
Other Awards and
Compensation............................................................15
12.6
Fractional
Shares........................................................................15
12.7
Termination of Right of
Action...........................................................15
12.8
Severability.............................................................................15
12.9
Choice of
Law............................................................................16
12.10
Effectiveness of the
Plan................................................................16
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Amended and Restated 1986 Stock Option Plan
of General Communication, Inc.
1. PURPOSE AND
TERM OF PLAN.
1.1 Restatement of Plan. The Amended and Restated 1986 Stock
Option
Plan of General Communication, Inc. (the
"Plan") hereby is restated in its
entirety by this document effective as of
June 27, 2005, the date of its
approval by the shareholders of the Company
(the "Effective Date").
1.2 Purpose. The purpose of the Plan is to provide a special
incentive
to selected officers, directors and other
employees of, and consultants and
advisors to, General Communication, Inc.
and its present and future subsidiaries
in order to promote the business of the
Company and to encourage such persons to
accept or continue their relationship with
the Company. Accordingly, the Plan
seeks to achieve this purpose by providing
for Options and Restricted Stock
Awards.
1.3 Term of Plan. The Plan shall continue in effect until the
earlier
of its termination by the Board or the date
on which all of the shares of Stock
available for issuance under the Plan have
been issued and all restrictions on
such shares under the terms of the Plan and
the agreements evidencing Awards
granted under the Plan have lapsed.
2. DEFINITIONS
AND CONSTRUCTION.
2.1 Definitions. As used in the Plan, the following terms shall
have
the indicated meanings:
"Award" means any Option or Restricted Stock Award
granted under the Plan.
"Award Agreement" means a written agreement between
the Company and a Participant setting forth
the terms, conditions and
restrictions of the Award granted to the
Participant. An Award Agreement may be
an "Option Agreement" or a "Restricted
Stock Agreement."
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as
amended, and any applicable regulations
promulgated
thereunder.
"Committee" means the Compensation Committee or other
committee of the Board duly appointed to
administer the Plan and having such
powers as shall be specified by the Board.
If no committee of the Board has been
appointed to administer the Plan, the Board
shall exercise all of the powers of
the Committee granted herein, and, in any
event, the Board may in its discretion
exercise any or all of such powers.
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"Company" means General Communication, Inc., an
Alaska corporation, or any successor
corporation thereto.
"Consultant" means a person engaged to provide
consulting or advisory services (other than
as an Employee or a member of the
Board) to the Company or a Subsidiary.
"Director" means a member of the Board.
"Disability" means the permanent and total disability
of the Participant, within the meaning of
Section 22(e)(3) of the Code.
"Employee" means any person treated as an employee
(including an Officer or a member of the
Board who is
also treated as an employee) in the records
of the Company or a Subsidiary and,
with respect to any Incentive Stock Option
granted to such person, who is an
employee for purposes of Section 422 of the
Code; provided, however, that
neither service as a member of the Board
nor payment of a director's fee shall
be sufficient to constitute employment for
purposes of the Plan. The Company
shall determine in good faith and in the
exercise of its discretion whether an
individual has become or has ceased to be
an Employee and the effective date of
such individual's employment or termination
of employment, as the case may be.
For purposes of an individual's rights, if
any, under the Plan as of the time of
the Company's determination, all such
determinations by the Company shall be
final, binding and conclusive,
notwithstanding that the Company or any court of
law or governmental agency subsequently
makes a contrary determination.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"Fair Market Value" means the closing price of the
Stock on the principal exchange on which
the stock is
traded or, if the Stock is not traded on an
exchange, as reported by Nasdaq, or,
if the closing price of the Stock is not
reported by Nasdaq, the fair market
value of the Stock as determined by the
Committee in good faith by any
reasonable means, in each case, on such
date of determination.
"Incentive Stock
Option" means an Option intended to
be (as set forth in the applicable Award
Agreement) and which qualifies as an
incentive stock option within the meaning
of Section 422(b) of the Code.
"Insider" means an Officer, a Director or any other
person whose transactions in Stock are
subject to Section 16 of the Exchange
Act.
"ISO-Qualifying Corporation" means the Company or a
Subsidiary that is a "subsidiary
corporation" of the Company as defined in
Section 424(f) of the Code.
2
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"Nonstatutory Stock Option" means an Option not
intended to be (as set forth in the
applicable Award
Agreement) an incentive stock option within
the meaning of Section 422(b) of the
Code.
"Officer" means any person designated by the Board as
an officer of the Company.
"Option" means the right to purchase Stock at a
stated price for a specified period of time
granted to a Participant pursuant to
Section 6 of the Plan. An Option may be
either an Incentive Stock Option or a
Nonstatutory Stock Option.
"Participant" means any person to whom an Award may
be granted pursuant to Section 5 of the
Plan and to whom one or more Awards has
been granted.
"Restricted Stock" means Stock issued to a
Participant subject to vesting
conditions.
"Restricted Stock Award" means an Award of Restricted
Stock pursuant to Section 7 of the
Plan.
"Rule 16b-3" means Rule 16b-3 under the Exchange Act,
as amended from time to time, or any
successor rule
or regulation.
"Section 162(m)" means Section 162(m) of the Code.
"Securities Act" means the Securities Act of 1933, as
amended.
"Service" means a Participant's employment or service
with the Company or a Subsidiary, whether
in the
capacity of an Employee, a Director or a
Consultant. A Participant's Service
shall not be deemed to have terminated
merely because of a change in the
capacity in which the Participant renders
such Service or a change in the entity
for which the Participant renders such
Service, provided that there is no
interruption or termination of the
Participant's Service. Furthermore, a
Participant's Service shall not be deemed
to have terminated if the Participant
takes any military leave, sick leave, or
other bona fide leave of absence
approved by the Company. However, if any
such leave taken by a Participant
exceeds 90 days, then on the 181st day
following the commencement of such leave
any Incentive Stock Option held by the
Participant shall cease to be treated as
an Incentive Stock Option and instead shall
be treated thereafter as a
Nonstatutory Stock Option, unless the
Participant's right to return to Service
with the Company or a Subsidiary is
guaranteed by statute or contract.
Notwithstanding the foregoing, unless
otherwise designated by the Company or
required by law, a leave of absence shall
not be treated as Service for purposes
of determining vesting under the
Participant's Award Agreement. A Participant's
Service shall be deemed to have terminated
either upon an actual termination of
Service or upon the entity for which the
Participant performs Service ceasing to
be a Subsidiary. Subject to the foregoing,
the Company, in its discretion, shall
determine whether the Participant's Service
has terminated and the effective
date of such termination.
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"Stock" means the Class A common stock of the
Company.
"Subsidiary" means any entity in which the Company
owns, directly or indirectly, more than 50%
of the total
voting power.
"Ten Percent Owner" means a Participant who, at the
time an Option is granted to the
Participant, owns stock possessing more than
10% of the total combined voting power of
all classes of stock of all
ISO-Qualifying Corporations within the
meaning of Section 422(b)(6) of the Code.
"Vesting Conditions" mean those conditions
established in Section 7 of the Plan prior
to the satisfaction
of which shares subject to a Restricted
Stock Award remain subject to forfeiture
in favor of the Company upon the
Participant's termination of Service.
2.2 Construction. Captions and titles contained herein are for
convenience only and shall not affect the
meaning or interpretation of any
provision of the Plan. Except when
otherwise indicated by the context, the
singular shall include the plural and the
plural shall include the singular. Use
of the term "or" is not intended to be
exclusive, unless the context clearly
requires otherwise.
3.
ADMINISTRATION.
3.1 Administration by the Committee. The Plan shall be administered
by
the Committee. A majority of the members of
the Committee shall constitute a
quorum, and all decisions, determinations
and interpretations of the Committee
shall be made by a majority of such quorum.
All questions of interpretation of
the Plan or of any Award shall be
determined by the Committee, and such
determinations shall be final and binding
upon all persons having an interest in
the Plan or such Award. Any decision,
determination or interpretation of the
Committee under the Plan in writing signed
by all members of the Committee shall
be fully effective as if it had been made
by a majority vote at a meeting duly
called and held.
3.2 Administration with Respect to Insiders. Unless otherwise
determined by the Board, with respect to
participation by Insiders in the Plan,
at any time that any class of equity
security of the Company is registered
pursuant to Section 12 of the Exchange Act,
the Plan shall be administered in
compliance with the requirements, if any,
of Rule 16b-3.
3.3 Committee Complying with Section 162(m). If the Company is
a
"publicly held corporation" within the
meaning of Section 162(m), the Board may
establish a Committee of "outside
directors" within the meaning of Section
162(m) to approve the grant of any Award
which might reasonably be anticipated
to result in the payment of employee
remuneration that would otherwise exceed
the limit on employee remuneration
deductible for income tax purposes pursuant
to Section 162(m).
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3.4 Powers of the Committee. In addition to any other powers set
forth
in the Plan and subject to the provisions
of the Plan, the Committee shall have
the full and final power and authority, in
its discretion:
(a) to determine the persons to whom, and the time or times at
which, Awards shall be granted and the
number of shares of Stock to be subject
to each Award;
(b) to determine the type of Award granted and to designate
Options as Incentive Stock Options or
Nonstatutory Stock Options;
(c) to determine the Fair Market Value of shares of Stock or
the fair market value of any other
property;
(d) to determine the terms, conditions and restrictions
applicable to each Award (which need not be
identical) and any shares acquired
pursuant thereto, including, without
limitation, (i) the exercise or purchase
price of shares purchased pursuant to any
Award, (ii) the method of payment for
shares purchased pursuant to any Award,
(iii) the method for satisfaction of any
tax withholding obligation arising in
connection with an Award, including by the
withholding or delivery of shares of Stock,
(iv) the timing, terms and
conditions of the exercisability or vesting
of any Award or any shares acquired
pursuant thereto, (v) the time of the
expiration of any Award, (vi) the effect
of the Participant's termination of Service
on any of the foregoing, and (vii)
all other terms, conditions and
restrictions applicable to any Award or shares
acquired pursuant thereto not inconsistent
with the terms of the Plan;
(e) to approve one or more forms of Award Agreement;
(f) to amend, modify, extend, cancel or renew any Award or to
waive any restrictions or conditions
applicable to any Award or any shares
acquired pursuant thereto;
(g) to accelerate, continue, extend or defer the
exercisability or vesting of any Award or
any shares acquired pursuant thereto,
including with respect to the period
following a Participant's termination of
Service;
(h) to decide all questions and settle all controversies and
disputes which may arise in connection with
the Plan; and
(i) to correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award
Agreement, to interpret the Plan and
to make all other determinations and take
such other actions with respect to the
Plan or any Award as the Committee may deem
advisable to the extent not
inconsistent with the provisions of the
Plan or applicable law.
3.5 Indemnification. In addition to such other rights of
indemnification as they may have as members
of the Board or the
5
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Committee or as officers or employees of
the Company or any Subsidiary, members
of the Board or the Committee shall be
indemnified by the Company against all
reasonable expenses, including attorneys'
fees, actually and necessarily
incurred in connection with the defense of
any action, suit or proceeding, or in
connection with any appeal therein, to
which they or any of them may be a party
by reason of any action taken or failure to
act under or in connection with the
Plan, or any right granted hereunder, and
against all amounts paid by them in
settlement thereof (provided such
settlement is approved by independent legal
counsel selected by the Company) or paid by
them in satisfaction of a judgment
in any such action, suit or proceeding,
except in relation to matters as to
which it shall be adjudged in such action,
suit or proceeding that such person
is liable for gross negligence, bad faith
or intentional misconduct in duties;
provided, however, that within 60 days
after the institution of such action,
suit or proceeding, such person shall offer
to the Company, in writing, the
opportunity at its own expense to handle
and defend the same.
4. SHARES
SUBJECT TO PLAN.
4.1 Maximum Number of Shares Issuable. Subject to adjustment as
provided in Section 4.2, the maximum
aggregate number of shares of Stock that
may be issued under the Plan shall be
13,200,000 and shall consist of authorized
but unissued or reacquired shares of Stock
or any combination thereof. If an
outstanding Award for any reason expires or
is terminated or canceled without
having been exercised or settled in full,
or if shares of Stock acquired
pursuant to an Award subject to forfeiture
are forfeited, the shares of Stock
allocable to the terminated portion of such
Award or such forfeited shares of
Stock shall again be available for issuance
under the Plan. Shares of Stock
withheld or reacquired by the Company in
satisfaction of tax withholding
obligations pursuant to Section 10.2 shall
not be deemed to have been issued
pursuant to the Plan. If the exercise price
of an Option is paid by tender to
the Company
