EXHIBIT 10(o)
ATLANTIC TELE-NETWORK, INC.
DIRECTORS' REMUNERATION PLAN
ARTICLE 1
PURPOSE
The purpose of this Plan is to increase the equity ownership in the
Company of non-employee members of the Board in order to align further their
interests with those of the Company's stockholders and thereby incentivize
such members to utilize their maximum efforts in performing services on behalf
of the Company.
ARTICLE 2
DEFINITIONS
For purposes of the Plan, the following terms shall have the following
meanings:
"Annual Retainer" shall mean the annual retainer payable to a member of
the Board for a Plan Year.
"Board" shall mean the Board of Directors of the Company.
"Change in Control" shall mean the occurrence of any of the following:
(a) The acquisition by any individual, entity or group (within the
meaning of Sections 13(d) (3) or 14(d) (2) of the Exchange Act) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 50% or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (a), the following acquisitions shall not constitute a
Change in Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation pursuant
to a transaction which complies with clauses (i), (ii) and (iii) of subsection
(c) below; or
(b) Individuals who, as of the effective date of this Plan, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
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(c) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding voting shares of common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or
(d) Approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.
"Common Stock" shall mean the common stock, par value $ 0.01 per share,
of the Company.
"Company" shall mean Atlantic Tele-Network, Inc., a Delaware corporation,
and any successor thereto.
"Deferral Amount" with respect to a Deferral Election shall mean the
amount of the Annual Retainer which an Eligible Director elects to defer
pursuant to such election.
"Deferral Election" shall mean an Eligible Director's election pursuant
to Article 4 hereof.
"Deferral Percentage" shall have the meaning set forth in paragraph 4.1
of Article 4 hereof.
"Disability" shall mean a condition as a result of which an individual
would qualify for permanent disability benefits under the Company's long-term
disability plan if the individual were a participant in such plan, as
determined by the Plan Administrator.
"Election Form" shall mean a form prescribed by the Plan Administrator
that an Eligible Director must complete and submit to the Plan Administrator
in order to make a Deferral Election.
"Eligible Director" shall mean a member of the Board who is not an
employee of the Company.
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"Fair Market Value" on any date shall mean the mean between the high and
low sales price of the Common Stock based on composite transactions reported
for such date or, if the Common Stock did not have any reported sales on such
date, then on the last preceding date on which such stock had reported sales.
"Lapse Date" shall have the meaning set forth in paragraph 3.3 of Article
3 hereof.
"Participant" shall mean any Eligible Director who makes a Deferral
Election pursuant to paragraph 4.1 of Article 4 hereof.
"Plan" shall mean this Atlantic Tele-Network, Inc. Directors'
Remuneration Plan, as such Plan may be amended from time to time.
"Plan Administrator" shall mean the individual or committee appointed or
designated by the Board to administer the Plan in accordance with Article 7
hereof.
"Plan Year" shall mean the period of time commencing on the day following
the date of an annual meeting of the Company's stockholders and ending on the
date of the next succeeding such annual meeting.
"Restricted Stock" shall have the meaning set forth in paragraph 3.1 of
Article 3 hereof.
"Stock Unit Account" shall mean a memorandum account established on the
books of the Company on behalf of a Participant to which is credited a number
of Stock Units pursuant to Article 4 hereof.
"Stock Units" shall mean the units credited to a Participant's Stock Unit
Account.
"Substantial Hardship" shall mean an unanticipated emergency or necessity
that is caused by events outside of the control of the Participant (or in the
event of the Participant's death, his beneficiary) that would result in severe
financial hardship to the Participant (or in the event of the Participant's
death, his beneficiary), as determined in the sole discretion of the Plan
Administrator.
"Transfer Restriction" shall have the meaning set forth in paragraph 3.2
of Article 3 hereof.
ARTICLE 3
RESTRICTED STOCK AWARD
3.1 Restricted Stock Award. Upon the appointment or election to the Board
of an Eligible Director who has not previously served on the Board, the
Company shall grant to such Eligible Director 1,000 shares of restricted
Common Stock (the "Restricted Stock"). An Eligible Director's rights with
respect to the shares of the Restricted Stock shall remain forfeitable at all
times prior to the Lapse Date with respect thereto.
3.2 Rights of Eligible Director. An Eligible Director shall be entitled
to exercise all rights of a stockholder with respect to the Restricted Stock
(whether or not the restrictions thereon shall have lapsed), other than with
respect to those shares of Restricted Stock which have been forfeited pursuant
to paragraph 3.5 of this Article 3, including the right to vote the shares of
Restricted Stock and the right to receive dividends thereon. Notwithstanding
the foregoing an Eligible Director shall not be entitled to transfer, sell,
pledge, hypothecate or otherwise assign the shares of Restricted Stock prior
to the Lapse Date with respect thereto (the "Transfer Restriction").
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3.3 Lapse of Restrictions. The Transfer Restriction with respect to a
share of Restricted Stock shall lapse on the earlier of the following dates
(the "Lapse Date"), provided the Eligible Director is on such date a member of
the Board:
(a) the second anniversary of the date of grant of such Restricted Stock;
(b) the date of the termination of the Eligible Director's service as a
member of the Board as a result of his or her death or Disability; or
(c) the date on which a Change in Control shall occur.
3.4 Company Retention of Restricted Shares. The Restricted Stock awarded
to an Eligible Director pursuant to paragraph 3.1 of this Article 3 shall be
held by the Company until such time as the Transfer Restriction with respect
to such shares shall lapse. The Restricted Stock shall be delivered to an
Eligible Director as soon as practicable following the Lapse Date with respect
thereto, provided that the Eligible Director has satisfied all applicable tax
withholding requirements with respect to such Restricted Stock.
3.5 Forfeiture of Restricted Shares. Upon the termination of the Eligible
Director's service as a member of the Board for any reason other than death or
Disability, all shares of Restricted Stock in respect of which the Transfer
Restriction has not previously lapsed in accordance with paragraph 3.3 of this
Article 3 shall be forfeited to the Company at no cost.
ARTICLE 4
ANNUAL RETAINER DEFERRAL ELECTION
4.1 Deferral Election. On or within ninety (90) days prior to the date of
the commencement of each Plan Year, each Eligible Director may make an
irrevocable election to defer the payment of either (a) fifty percent (50%) of
the Annual Retainer for such Plan Year, or (b) one-hundred percent (100%) of
the Annual Retainer for such Plan Year (such percentage, the "Deferral
Percentage"); provided, however, that each Eligible Director may make such
election on or before March 31, 1999 with respect to the unpaid $15,000
balance of the Annual Retainer for the Plan Year 1998-1999. A Deferral
Election for a Plan Year shall be made by submitting an Election Form to the
Plan Administrator.
4.2 Stock Unit Account. Upon receipt by the Plan Administrator of a
Participant's Election Form, the Company shall establish on its books a
memorandum account designated as that Participant's Stock Unit Account with
respect to such Election Form and credit to such Stock Unit Account a number
of Stock Units equal to the Deferral Amount divided by the Fair Market Value
of the Common Stock as of the last business day of the calendar month
immediately preceding the date of receipt of the Election Form; provided,
however, that in the case of any election for the Plan Year 1998-1999 Stock
Units shall be computed on the basis of the Fair Market Value of the Common
Stock on March 12, 1999. Each Stock Unit shall represent the right to receive
one share of Common Stock at the time or times set forth in the Deferral
Election.
4.3 Payment Schedule. The Deferral Election shall specify a schedule for
delivery of the Common Stock represented by a Participant's Stock Unit Account
with respect to such Election Form. Such schedule may consist of: (a) a date
certain, (b) annual installments (not in excess of ten) commencing on a date
specified in the Election Form, (c) the date of termination of the
Participant's service as a Director; provided, however, that any delivery of
Common Stock scheduled to be made with respect to the date of termination of
the Participant's service as a Director shall be made within thirty (30) days
following such date, or (d) the date of the Participant's death, provided,
however, that any delivery of Common Stock scheduled to be made with repsect
to the Participant's date of death shall be made within thirty (30) days
following the date on which the Plan Administrator receives notice of such
Participant's death.
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4.4 Dividends on Stock Units. In the event a dividend is paid with
respect to the Common Stock, whether in cash or other property (other than
Common Stock), each Participant shall receive an equivalent dividend for each
Stock Unit credited to such Participant's Stock Unit Account as of the record
date for the payment of such dividend. Dividends shall not be paid on
fractional Stock Units.
4.5 Stock Unit Dividend Equivalents. In the event a dividend consisting
of Common Stock is paid with respect to the Common Stock, each Participant's
Stock Unit Account shall be credited with a number of Stock Units equal to the
number of Stock Units credited to such account on the record date for the
payment of such dividend, multiplied by the number of shares of Common Stock
paid as a dividend per share. Fractional shares shall be rounded to the
nearest whole number of shares.
4.6 Change in Capitalization. In the case of a Change in Capitalization,
the Plan Administrator in good faith shall take such action as it deems
necessary to preserve the economic value of the Stock Unit Account immediately
prior to the Change in Capitalization. For purposes of this paragraph 4.6,
"Change in Capitalization" shall mean any increase or reduction in the number
of shares of Common Stock, or any change in such shares, or exchange of such
shares for a different number or kind of shares or other securities of the
Company or another corporation, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-off, split-up,
issuance of warrants or rights or debentures, stock dividend, stock split or
reverse stock split, cash dividend, property dividend, combination or exchange
of shares, repurchase of shares, change in corporate structure or otherwise.
4.7 Vesting. At all times a Participant shall be fully vested in his or
her Stock Unit Account.
4.8 Voting Rights. A Participant shall have no voting rights with respect
to his or her Stock Units or Stock Unit Account.
ARTICLE 5
PAYMENT OF DEFERRED COMPENSATION
5.1 Form of Payment. All payments to a Participant with respect to a
Stock Unit Account shall be made in shares of Common Stock (rounded to the
nearest whole number of shares) in accordance with the schedules selected by
such Participant in his or her Election Forms. The number of Stock Units in
such Participant's Stock Unit Account shall be reduced by the number of shares
delivered.
5.2 Acceleration of Payments. Notwithstanding any other provision of this
Plan to the contrary, upon a Participant's Substantial Hardship (or in the
event of the Participant's death, his beneficiary's Substantial Hardship), and
with the consent of the Plan Administrator, a Participant (or in the event of
the Participant's death, his beneficiary) may receive shares of Common Stock
in respect of such portion of his Stock Unit Account as the Plan Administrator
determines is necessary to satisfy the Participant's financial emergency (or
in the event of the Participant's death, his beneficiary's financial
emergency).
5.3 Taxes. The deliver of shares of Common Stock pursuant to this Plan is
conditioned on the Participant's payment to the Company of all applicable
withholding taxes.
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ARTICLE 6
BENEFICIARY DESIGNATION
6.1 Beneficiary. Each Participant shall designate on the Election Form
one or more primary beneficiaries and one or more contingent beneficiaries to
receive any payments of Common Stock under this Plan after the death of such
Participant.
6.2 Change of Beneficiary. A Participant shall have the right to change
his or her beneficiaries upon such form as may be prescribed by the Plan
Administrator.
6.3 Acknowledgement. No designation or change in designation of a
beneficiary shall be effective until actually received and acknowledged in
writing by the Plan Administrator. Upon such receipt and acknowledgment, all
prior beneficiary designations of a Participant shall be of no further force
and effect. The Plan Administrator shall be entitled to rely on the most
recent beneficiary designation in effect prior to a Participant's death.
6.4 No Beneficiary Designation. If a Participant fails to designate a
beneficiary as provided in this Article 6, or if all designated beneficiaries
who are natural persons shall have predeceased the Participant or die prior to
the distribution of the Participant's Common Stock, such Participant's Common
Stock shall be paid to his or her surviving spouse or, if the Participant has
no surviving spouse, to the Participant's estate.
6.5 Doubt as to Beneficiary. If the Plan Administrator is in doubt as to
a Participant's beneficiary, the Plan Administrator may withhold payments
under the Plan until the Plan Administrator has resolved its doubts to its
satisfaction.
ARTICLE 7
ADMINISTRATION
7.1 Plan Administration. The Plan shall be administered by the Board;
provided, however, that the Board in its discretion may appoint a Plan
Administrator to administer the Plan. If designated by the Board, the Plan
Administrator may be one individual or a committee of two or more persons. Any
reference herein to the Plan Administrator which relates to the administration
of the Plan shall be considered to refer to the Board if no Plan Administrator
has been designated by the Board. The Board may, upon resolution, delegate
some or all of its powers with respect to the administration of the Plan to
the Plan Administrator. The Plan Administrator shall have only such powers as
may be so delegated.
7.2 Amendment or Termination. The Board may amend, suspend or terminate
this Plan at any time. Notwithstanding anything to the contrary contained
herein, no such amendment, suspension or termination of this Plan shall
adversely affect a Participant's rights under this Plan; provided, however,
that the Board shall be authorized to terminate this Plan at any time and
cause all amounts in respect of the Stock Unit Accounts to be distributed at
such time or times as it shall determine.
ARTICLE 8
FUNDING
8.1 Funding. The Company will pay the entire cost of the Plan. It is the
intent of the Company to make payments under this Plan as they become payable
from the general assets of the Company. The Participants in this Plan shall
have the status of general unsecured creditors of the Company with respect to
their Stock Unit Accounts. The crediting of Stock Units to a Participant's
Stock Unit Account constitutes a mere promise by the Company to make payments
in the future. The Company and the Participants intend that the deferral
arrangements hereunder be unfunded for tax purposes and for purposes of Title
I of the Employee Retirement Income Security Act of 1974 as amended (ERISA).
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ARTICLE 9
MISCELLANEOUS
9.1 Assignability. The right to receive benefits under the Plan may not
be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or
subjected to any garnishment, charge or legal process.
9.2 Expenses. The Company shall bear all expenses incurred in
administering this Plan and no part thereof shall be charged against any
Participant's Stock Unit Account or any amounts distributable hereunder.
9.3 Taxes. All amounts which are credited to a Stock Unit Account and/or
which are payable pursuant to this Plan (including the issuance or vesting of
Restricted Stock) shall be subject to all applicable withholding and other
employment taxes.
9.4 No Right to Continued Service. Nothing in the Plan shall be deemed to
create any obligation on the part of the Board to nominate any Eligible
Director for reelection by the Company's shareholders or to limit the rights
of the shareholders or the Board to remove any Eligible Director.
9.5 Captions. The captions of the articles, sections and paragraphs of
the Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
9.6 Governing Law. All questions pertaining to the construction,
validity, interpretation and effect of the Plan shall be determined in
accordance with the laws of the United States of America and the State of
Delaware.
9.7 Effective Date. This Plan shall be effective on the date of its
adoption by the Board.
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