EXHIBIT 4.2
DIRECTOR STOCK OPTION PLAN
ORIGINALLY EFFECTIVE AUGUST 27,1996
AMENDED AND RESTATED EFFECTIVE SEPTEMBER 28, 2001
1. PURPOSE
The purpose of this Director Stock Option Plan (the "Plan") of Global
Telecommunications, Inc. (the "Company"), is to encourage ownership in the
Company by outside directors of the Company whose services are considered
essential to the Company's continued progress and thus to provide them with a
further incentive to continue to serve as directors of the Company. The Plan is
also intended to assist the Company through utilization of the incentives
provided by the Plan to attract and retain experienced and qualified candidates
to fill vacancies in the Board which might occur in the future.
2. ADMINISTRATION
The Plan will be administered by a committee of the Board of Directors
consisting f those Directors who are not Eligible Directors as defined below
(the "Committee"). Subject to the express provisions of the Plan, the Committee
will have complete authority to interpret the Plan; to prescribe, amend, and
rescind rules and regulations relating to it; to determine the terms and
provisions of the respective option agreements (which need not be identical);
and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee's determination on the matters
referred to in this Section 2 will be conclusive.
3. PARTICIPATION IN THE PLAN
Persons who are now or shall become incumbent directors of the Company
who are not at the time employees of the Company or any subsidiary of the
Company (Eligible Directors") shall be eligible to participate in the Plan. A
director of the Company shall not be deemed to be an employee of the Company
solely by reason of the existence of a consulting contract between such director
and the Company or any subsidiary thereof pursuant to, which the director agrees
to provide consulting services as an independent consultant to the Company or
its subsidiaries on a regular or occasional basis for a stated consideration.
4. STOCK SUBJECT TO THE PLAN
The stock subject to the Plan shall consist of 600,000 shares of
Company's Common Stock, $.01 par value ("Common Stock"). Such shares may, as the
Committee shall from time to time determine, be either authorized and unissued
shares of Common Stock or issued shares of Common Stock which have been
reacquired by the Company. If a option shall expire or terminate for any reason
without having been exercised in full, the shares represented by the portion
thereof not so exercised shall (unless the Plan shall have been terminated)
become available for other Options to be granted under the Plan.
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5. STOCK OPTIONS
(a) Option Agreements. Each option granted under this Plan shall be
evidenced by a written agreement in such form as the Committee shall from time
to time approve, which agreements shall comply with and he subject to the terms
and conditions set forth in the Plan.
(b) Issuance of Options. On the effective date of the Plan, each
director who is on that date an Eligible Director and thereafter any director
who becomes an Eligible Director, either upon initial election as a director or
upon a change in status from an employee of the Company to a nonemployee, shall
automatically be granted under the Plan an option to purchase 45,000 shares of
Common Stock. Subject to the provisions set forth elsewhere in the Plan, options
granted to any Eligible Director shall become exercisable, to the extent of one
third of the number of shares granted thereby (15,000 shares), on the date of
grant, and cumulatively to the extent of any additional one-third, on each of
the next two succeeding anniversaries, so that on the second anniversary of the
date of grant, the options granted to any Eligible Director shall be fully
exercisable.
(c) Option Price per Share. All options granted hereunder shall be
exercisable at a price per share equal to the fair market value (as hereafter
defined) of a share of Common Stock on the date of the grant. For purposes of
the Plan, the term "fair market value" of a share of Common Stock shall mean, as
of the date on which such fair market value is to be determined, the fair market
value as determined by the Committee in such manner as it, in good faith, may
deem appropriate. If the Common Stock is at the time of reference publicly
traded, the fair market value shall be the closing price of a share of Common
Stock as reported in the Wall Street Journal (or a publication or reporting
service deemed equivalent to the Wall Street Journal for such purpose by the
Committee) for the over-the-counter market or any national securities exchange
and other securities market which at the time are included in the stock price
quotations of such publication. If no such sale is so reported for such date,
fair market value shall mean the average of the latest bid and asked prices so
reported for such date. In the event that the Committee shall determine such
stock price quotation is not representative of fair market value, the Committee
may determine fair market value in such a manner as it shall deem appropriate
under the circumstances. In no event shall the fair market value of any share of
Common Stock be less than its par value.
(d) Options Nontransferable. Each option granted under the Plan by
its terms shall not be transferable by the optionee otherwise than by will, or
by the laws of descent and
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distribution, or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement income Security Act, or the rules thereunder, and shall be
exercisable during the lifetime of the optionee only by him. No option or
interest therein may be transferred, assigned, pledged, or hypothecated by the
optionee during his lifetime, whether or operation of law or otherwise, or be
made subject to execution, Attachment, or similar processed
(e) Accelerated Vesting. Notwithstanding the provisions hereof
specifying the installments in which options shall be exercisable, options shall
become exercisable in full (i) upon the retirement of the director in accordance
with any mandatory retirement policy for members of the Board, which policy may
be established by the Board, (ii) upon the total and permanent disability or
death f the director, or (iii) if any of the following events shall occur: (a)
the Company shall execute a definitive agreement to merge or consolidate with or
into another corporation and the Company shall not be the surviving corporation
in the merger (or shall become a subsidiary of any other corporation party to
such merger agreement, unless such transaction shall involve no significant
change in beneficial ownership of the Company) and he stockholders of the
Company shall have approved the terms of such agreement; (b) the Company shall
enter into a definitive agreement to sell or otherwise dispose of all or
substantial all of its assets and the stockholders of the Company shall have
approved the terms of such agreement; or (c) any person or group shall acquire,
or increase its ownership to, more than 20% of the Company's then outstanding
voting stock.
(f) Expiration of Options. No option shall be exercisable after the
expiration of the earlier of (i) five years from the date when such option was
granted or (ii) three years following (x) the retirement or resignation of the
optionee as a director of the Company, or (y) the failure of the optionee to be
reelected a director of the Company, or (z) the total and permanent disability
or death of the optionee.
(g) Exercise of Options. options may be exercised only by notice to
the Company, accompanied by payment of the full purchase price for the shares as
to which they are exercised, as well as any federal, state, and/or local income
tax withholding required in connection with the exercise. Such purchase price,
together with any income tax withholding amount required, shall be paid in full
upon any exercise of an option (i) by cash including a personal check payable to
the order of the Company or (ii) by delivering at fair market value, valued as
of the date of delivery, Common Stock already owned by the optionee, or (iii) by
any combination of (i) and (ii) Shares which otherwise would be delivered to the
holder of an option exercise may, at the election of the holder, be retained by
the Company in payment of
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any federal, state, and/or local income tax withholding due in connection with
an exercise, and shall be valued at fair market value as of the date of
exercise; provided, however, that the, payment of any amount of withholding tax
by an optionee with shares of Common Stock (whether already owned by the
optionee or retained by the Company from tie number of shares otherwise
deliverable to the optionee upon exercise) shall be subject to any restrictions
set forth in he related option agreement.
(h) Nonstatutory Options. No option granted under the Plan shall
constitute in "incentive stock option" as that term is defined in the Internal
Revenue Code of 1986.
6. MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS
The Committee shall have the power to modify, extend or renew
outstanding options and authorize the grant of new options in substitution
therefor, provided that such power may not be exercised in a manner which would
(i) alter or impair any rights or obligations under any option previously
granted without the written consent of the optionee or (ii) adversely affect the
qualification of the Plan or any other stock-related plan of the Company under
Rule 16b-3 under the Securities Exchange Act of 1934 or any successor provision.
7. ASSIGNMENT
The rights and benefits under this Plan may not be assigned and any
attempted assignment of such rights and benefits shall be null and void.
8. LIMITATION OF RIGHTS
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time, or at any
particular rate of compensation.
(b) No Stockholder's Rights for Optionees. An optionee or his
representative shall have no rights as a stockholder with respect to the shares
covered by his option until the date of the issuance to him or his
representative of a stock certificate therefor, and no adjustment will be made
for dividends or other rights for which the record date is prior to the date
such certificate is issued.
9. CHANGES IN PRESENT STOCK
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or
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other change in the corporate structure or capitalization affecting the
Company's present Common Stock, appropriate adjustment shall be made by the
Committee in the number and kind of shares which are or may become subject to
options granted or to be granted hereunder and the per share option price to be
paid therefor.
10. EFFECTIVE DATE AND DURATION OF THE PLAN
Options shall be granted under the Plan, subject to its authorization
and adoption by the Stockholders of the Company, at any time or from time to
time after its adoption by the Board of Directors, but no option shall be
exercisable under the Plan until the Plan shall have been adopted and approved
at the annual meeting of stockholders of the Company next following adoption of
the Plan by the Board. In tho event the Plan is not so adopted by stockholders,
all options which may have been granted shall be null and void. The Plan shall
terminate on December 31, 2005 (unless earlier discontinued by the Board) but
such termination shall not affect the rights of the holder of any option
outstanding on such date of termination.
11. AMENDMENT OF THE PLAN
The Board may suspend or discontinue the Plan or revise or amend it in
any respect whatever; provided, however, that without approval of the
Stockholders no revision or amendment shall change the number of shares subject
to the Plan (except as provided in Section 9), change the definition of the
class of directors eligible to receive options, or materially increase the
benefits accruing to participants under the Plan.
12. COMPLIANCE WITH LAW, ETC.
Notwithstanding any other provision of this Plan or agreements made
pursuant hereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under this Plan prior to
fulfillment of all of the following conditions:
(a) Effectiveness of any registration or other qualification of such
shares or the Company under any state or federal law or regulation which the
Board shall, in its absolute discretion or upon the advice of counsel, deem
necessary or advisable; and
(b) Grant of any other consent, approval or permit from any state or
federal governmental agency or securities exchange which the Board shall, in its
absolute discretion or upon the advice of counsel, deem necessary or advisable.
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13. NOTICE
Any notice to the Company required by this Plan shall be in writing
addressed to the Secretary of the Company at its principal office, and shall be
deemed delivered only when it is received by the Secretary.
14. GOVERNING LAW
This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the law of the State of Delaware, and construed
accordingly.
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