Exhibit 4.2
VIALOG CORPORATION
1996 STOCK PLAN
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1. Purpose. This 1996 Stock Plan is designed to enable VIALOG
CORPORATION and its Affiliates to attract and retain capable key employees,
officers, directors and consultants and to motivate such persons to exert their
best efforts on behalf of the Company by providing them with compensation in the
manner provided in this Plan.
2. Definitions.
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" means Common Stock awarded under this Plan.
"Affiliate" means any parent corporation or subsidiary corporation of
the Company as defined in Section 424 of the Code.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee established to administer this Plan as
provided in Section 3 or, if no such committee is established, the Board.
"Common Stock" means shares of common stock of the Company and such
substitutions therefor as are determined by the Committee pursuant to Section 11
to be appropriate.
"Company" means VIALOG Corporation, a Massachusetts corporation, and
all of its Affiliates.
"Date of Grant" means the date on which the Committee authorizes the
grant of a Stock Right, or such later date as may be specified by the Committee
at the time of such authorization.
"Disability" means a disability that entitles the Grantee to disability
income benefits under the terms of any long-term disability plan maintained by
the Company which covers the Grantee, or if no such plan exists or is applicable
to the Grantee, the permanent and total disability of the Grantee within the
meaning of Section 22(e)(3) of the Code.
"Disqualifying Disposition" means any disposition (including any sale)
by an Optionee of Common Stock acquired pursuant to the exercise of an ISO
before the later of (a) two years after the Date of Grant of the ISO or (b) one
year after the date the Optionee acquired such Common Stock by exercising the
ISO. The foregoing rules do not apply to dispositions of Common Stock after the
death of an Optionee by his or her legal representative, devisees or heirs.
"Grantee" means a person to whom a Stock Right has been granted under
this Plan.
"ISO" means an Option which qualifies as an incentive stock option
under Section 422(b) of the Code.
"Non-Qualified Option" means an Option which does not qualify as an
ISO.
"Option" means a right to purchase Common Stock granted pursuant to
this Plan.
"Optionee" means a person to whom an Option has been granted under this
Plan.
"Plan" means the VIALOG Corporation 1996 Stock Plan.
"Purchase" means the right to make a direct purchase of Common Stock
granted pursuant to this Plan.
"Stock Appreciation Right" means a right granted under Section 7.
"Stock Rights" collectively refers to Options, Awards, Purchases and
Stock Appreciation Rights.
3. Administration of the Plan.
(a) The Board may administer this Plan or may appoint a Committee to
administer this Plan. Members of the Committee, while members, will be eligible
to participate in this Plan only as provided in Section 3(d). The Committee will
have the authority to (i) determine the employees and other persons to whom
Stock Rights may be granted; (ii) determine when Options, Awards and Stock
Appreciation Rights may be granted or Purchases made; (iii) determine the
purchase price, if any, of Stock Rights and the shares underlying them; (iv)
determine the other terms and provisions of each Stock Right (which may vary
among Grantees in the Committee's discretion), including but not limited to the
timing, vesting and duration of the exercise period and the nature and duration
of transfer and/or forfeiture restrictions; (v) amend, modify, convert, or
replace any Stock Right to the extent allowed by law, (vi) accelerate
exercisability of any Stock Right in whole or in part, subject only to the ISO
acceleration provisions of Section 422(d) of the Code (if applicable); (vii)
employ attorneys, consultants, accountants or other persons upon whose advice
the Committee may rely; and (viii) interpret this Plan and prescribe and rescind
rules and regulations relating to it. All actions taken and all interpretations
and determinations made by the Committee in good faith will be final and binding
on all parties, unless otherwise determined by the Board.
(b) No member of the Board or the Committee will be liable for any
action or determination made in good faith with respect to this Plan or any
Stock Right granted under it. Each member of the Committee will be indemnified
and held harmless by the Company against any cost or expense (including counsel
fees) reasonably incurred by such member or liability (including any sum paid in
settlement of a claim with the approval of the Company) arising out of any act
or omission to act in connection with this Plan unless arising out of such
member's own fraud or bad faith. Such indemnification will be in addition to any
rights of indemnification the members of the Committee may have as directors or
otherwise under the by-laws of the Company, or any agreement, vote of
stockholders or disinterested directors, or otherwise.
(c) The Committee may select one of its members as its chair, and
will hold meetings at its discretion. A majority of the Committee will
constitute a quorum. The acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or acts reduced to or
approved in writing by a majority of the members of the Committee will be the
valid acts of the Committee. From time to time the Board may increase the size
of the Committee and appoint additional members, remove members (with or without
cause) and appoint replacement members, fill vacancies however caused, and
remove all members of the Committee and thereafter directly administer this
Plan.
(d) Stock Rights may be granted to members of the Committee pursuant
to this Plan if such grants have been approved by a majority vote of the
disinterested members of the Board. If the Company is or becomes registered
under the Act, the Committee will be qualified as required by Rule 16b-3, as
amended, and other applicable rules under or successors to Section 16(b) of the
Act.
4. Stock. The aggregate number of shares of Common Stock which may be
issued under this Plan is One Million Eighty Thousand (1,080,000), subject to
adjustment as provided in Section 11. The Committee may grant Options and Stock
Appreciation Rights and may authorize Purchases and Awards with respect to such
shares in such combinations and for such amount of shares as it determines are
appropriate, provided that the aggregate number of shares issuable upon exercise
of such Options, Purchases and Stock Appreciation Rights and upon grant of such
Awards does not exceed such number, as adjusted. Stock subject to Stock Rights
may be authorized but unissued shares of Common Stock or Common Stock held in
the treasury of the Company. If any Option expires or terminates for any reason
without having been exercised in full or ceases for any reason to be exercisable
in whole or in part, or if the Company reacquires any unvested shares issued
pursuant to Stock Rights, then the unpurchased shares subject to such Option and
any unvested shares so reacquired by the Company will again be available for
grants of Stock Rights.
5. Granting of Stock Rights. The Committee is authorized to grant Stock
Rights to such employees, consultants and officers and directors (whether or not
an employee) of the Company at such time or times as it may determine, all in
the sole exercise of its discretion. Each Stock Right will be evidenced by a
written agreement in such form as the Committee may from time to time approve.
Each agreement for an ISO will provide that the Optionee notify the Company in
writing immediately after the Optionee makes a Disqualifying Disposition of any
Common Stock acquired pursuant to the exercise of the ISO. The Committee may
from time to time confer authority on one or more of its own members and/or one
or more officers of the Company to execute and deliver such agreements. The
officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of each
agreement entered into pursuant to this Plan.
6. Option Price and Term; ISO Limitations.
(a) The exercise price for each ISO share will be at least equal to
the fair market value per share on the Date of Grant. However, if the Optionee
owns more than ten percent of the total combined voting power of all classes of
stock of the Company, the exercise price must be at least one hundred ten
percent (110%) of the fair market value per share on the Date of Grant,
determined without regard to any restriction other than a restriction which, by
its terms, will never lapse. The Committee may determine the exercise price of
Non-Qualified Options in its sole discretion.
(b) Each Option will expire on the date specified by the Committee.
However, any ISOs granted to an employee owning more than ten percent of the
total combined voting power of all classes of stock of the Company must expire
not more than five years from the Date of Grant and all other ISOs must expire
not more than ten years from the Date of Grant.
(c) ISOs may be granted only to employees of the Company.
Non-Qualified Options may be granted to any director or officer (whether or not
an employee), employee or consultant of the Company.
(d) To the extent that the aggregate fair market value of Common
Stock with respect to which ISOs (determined without regard to this Section) are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company exceeds $100,000, such ISOs will be treated as
Non-Qualified Options.
(e) The fair market value of a share of Common Stock on the Date of
Grant will be the mean between the highest and lowest quoted selling prices on
such date on the securities market where the Common Stock of the Company is
traded, or if there were no sales on the Date of Grant, on the next preceding
date within a reasonable period (as determined in the sole discretion of the
Committee) on which there were sales. In the event that there were no sales in
such a market within a reasonable period or if the Common Stock is not publicly
traded on the Date of Grant, the fair market value will be as determined in good
faith by the Board in its sole discretion after taking into consideration all
factors which it deems appropriate including, without limitation, recent sale
and offer prices of the Common Stock in private transactions negotiated at arm's
length.
7. Stock Appreciation Rights.
(a) The Committee will have the authority to grant Stock
Appreciation Rights with or apart from the grant of Options under this Plan.
Stock Appreciation Rights may be paid in cash or shares of Common Stock, or any
combination of each, as the Committee may determine and will be subject to such
terms and conditions as the Committee may specify.
(b) Each Stock Appreciation Right granted with a specified Option
will entitle the Grantee to receive the following amount if and when the
specified Option becomes exercisable: unless the Committee determines otherwise,
the amount to be received by the Grantee will equal the difference between (i)
the fair market value of a share of Common Stock on the date of exercise of the
Right and (ii) the exercise price of a share under the specified Option.
(c) Each Stock Appreciation Right granted without reference to a
specified Option will entitle the Grantee to receive, unless the Committee
determines otherwise, the difference between (i) the fair market value of a
share of Common Stock on the date of exercise of the Right and (ii) the fair
market value of a share of Common Stock on the date the Right was granted.
(d) Notwithstanding the foregoing, for those Grantees subject to
Section 16(b) of the Act, any transaction involving the exercise of a Stock
Appreciation Right will be structured to satisfy the requirements of Rule 16b-3.
8. Means of Exercising Stock Rights. A Stock Right (or any part
thereof) will be exercised by giving written notice to the Company at its
principal office address identifying the Stock Right being exercised, specifying
the portion of the Stock Right being exercised (including the number of shares,
if any, for which Stock Right is being exercised), and accompanied by full
payment of the purchase price (if any) either (a) in United States cash or cash
equivalent or, at the discretion of the Committee, (b) in shares of Common Stock
having a fair market value on the date of exercise equal to the exercise price
of the Stock Right, (c) by delivery of the Grantee's promissory note, (d) by
written notice to the Company to withhold from those shares of Common Stock that
would otherwise be obtained on the exercise of such Stock Right the number of
shares having a fair market value on the date of exercise equal to the exercise
price, or (e) by any combination of the foregoing. The holder of a Stock Right
will not have the rights of a shareholder with respect to any shares covered by
the Stock Right until the date of issuance of a stock certificate for such
shares. Except as otherwise determined by the Committee, no adjustment will be
made for dividends or similar rights for which the record date is before the
date such stock certificate is issued.
9. Termination of Employment; Limitations on Exercise.
(a) If a Grantee's employment with or service to the Company
terminates other than by reason of death or Disability, (i) no further vesting
of the Grantee's Options and Stock Appreciation Rights will occur subsequent to
the date of termination, (ii) the Grantee's ISOs will terminate 90 days after
the date of termination, or on their specified expiration dates, if earlier,
(iii) the Grantee's Non-Qualified Stock Options and Stock Appreciation Rights
will terminate one (1) year after the date of termination, or on their specified
expiration dates, if earlier, and (iv) all other types of Stock Rights will be
forfeited except to the extent otherwise provided by the Committee. Nothing in
this Plan will be deemed to give any Grantee the right to continued employment
with the Company.
(b) If a Grantee's employment or other service to the Company is
terminated due to the Grantee's death or Disability, any Options or Stock
Appreciation Rights granted under this Plan to such Grantee may be exercised, up
to that portion of the Option or Stock Appreciation Right which the Grantee
could have exercised on the date of death or Disability, by the Grantee, or in
the case of death, the Grantee's estate, personal representative or any
beneficiary who has acquired the Options or Stock Appreciation Rights by will or
by the laws of descent and distribution, at any time prior to the earlier of the
specified expiration date of the Option or Stock Appreciation Right or one year
after the Grantee's death or Disability. The Grantee's rights with respect to
any other type of Stock Rights held by the Grantee at the time of death or
Disability will be subject to such terms as the Committee shall determine.
10. Assignability. No Stock Right will be assignable or transferable by
a Grantee, either voluntarily or by operation of law, except by will or by the
laws of descent and distribution. During the lifetime of the Grantee no Stock
Right will be exercisable by or payable to anyone other than the Grantee or his
legal representative.
11. Adjustments. Notwithstanding any other provision of this Plan, the
Committee may at any time make or provide for such adjustments to this Plan, to
the number and class of shares available under this Plan or to any outstanding
Stock Rights, as it deems appropriate to prevent dilution or enlargement of
rights, including adjustments in the event of distributions to holders of Common
Stock of other than a normal cash dividend, and changes in the outstanding
Common Stock by reason of stock dividends, split-ups, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, separations,
reorganizations, liquidations and the like. In the event of any general offer to
holders of Common Stock relating to the acquisition of their shares, the
Committee may make such adjustment as it deems equitable in respect of
outstanding Stock Rights including, in the Committee's discretion, revision of
outstanding Stock Rights, so that they may be exercisable for the consideration
payable in the acquisition transaction. Any such determination by the Committee
will be conclusive.
12. Amendment of Plan. The Board may terminate or amend this Plan in
any manner allowed by law at any time, provided that no amendment to this Plan
will be effective without approval of the stockholders of the Company if
stockholder approval of the amendment is then acquired under Rule 16b-3 of the
Act, Sections 162(m) or 422 of the Code, the rules of any stock exchange or
other applicable federal or state law. In no event may action of the Board or
stockholders alter or impair the rights of a Grantee, without the Grantee's
consent, under any Stock Right previously granted to such Grantee. Stock Rights
may be granted prior to the date of stockholder approval of this Plan.
13. Application Of Funds. All proceeds received by the Company with
respect to Stock Rights will be used for general corporate purposes.
14. Governmental Regulation. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares and the availability of a federal and
appropriate state securities law exemptions.
15. Withholding of Additional Income Taxes. It will be a condition of
the Company's obligation to issue Common Stock upon exercise of a Stock Right
that the person exercising the Stock Right pay, or make provision satisfactory
to the Company for the payment of, any taxes which the Company is obligated to
collect with respect to the issue of Common Stock upon such exercise.
16. Governing Law. This Plan and any agreements entered into under this
Plan will be governed and construed in accordance with the laws of the
Commonwealth of Massachusetts.
17. Effective Date. This Plan is effective as of February 14, 1996, the
date of its adoption by the Company's Board of Directors and its approval by the
Company's stockholders. Unless previously terminated, the Plan will terminate at
midnight on February 14, 2006 and no Stock Right may be granted after such date.