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Exhibit 10.6
MOTIENT CORPORATION
STOCK AWARD PLAN
As Amended and Restated To Be Effective May 23, 2000
1. Definitions
In this Plan, except where the context otherwise indicates, the
following definitions apply:
A. "Agreement" means a written agreement implementing a grant of
an Option or a Stock-Based Award.
B. "Board" means the Board of Directors of the Corporation.
C. "Code" means the Internal Revenue Code of 1986, as amended.
D. "Committee" means a committee of, and designated from time to
time by resolution of, the Board, which shall consist of no
fewer than two members of the Board, none of whom shall be an
officer or other salaried employee of the Company or any
affiliate of the Company.
E. "Common Stock" means the common stock, par value $.01 per
share, of the Corporation.
F. "Consultant" means an individual or entity who is in a
consulting relationship with the Corporation or any Subsidiary
of the Corporation.
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G. "Corporation" means MOTIENT CORPORATION.
H. "Date of Exercise" means the date on which the Corporation
receives notice of the exercise of an Option in accordance
with the terms of Article 7.
I. "Date of Grant" means the date as of which an Option is
granted or a Stock-Based Award is authorized by the action
of the Committee, or such later date as may be specified in
the authorization.
J. "Employee" means any person determined by the Committee to be
an employee of the Corporation or of a Subsidiary.
K. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
L. "Fair Market Value" of a Share means the amount equal to the
average of the high and low prices of a Share on the
applicable date as reported by the consolidated tape of the
National Association of Securities Dealers Automated Quotation
(or on such other recognized quotation system on which the
trading prices of the Common Stock are quoted on the
applicable date), or, if no Share transactions are reported on
such tape (or such other system) on the applicable date, the
high and low prices of a Share on the immediately preceding
date on which Share transactions were so reported, or as
determined pursuant to a reasonable method adopted by the
Committee in good faith for such purpose.
M. "Grantee" means a Participant to whom a Stock-Based
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Award has been granted.
N. "Insider" means an Optionee or Grantee who is subject to the
reporting requirements under Section 16(a) of the Exchange
Act.
O. "Non-Employee Director" means a member of the Board who is not
an employee of the Corporation.
P. "Option" means an option to purchase Shares granted under the
Plan in accordance with the terms of Article 6.
Q. "Option Period" means the period during which an Option may be
exercised.
R. "Option Price" means the price per Share at which an Option
may be exercised. The Option Price shall not be less than the
greater of the Fair Market Value per Share determined as of
the Date of Grant or the par value of the Common Stock.
S. "Optionee" means a Participant to whom an Option has been
granted.
T. "Participant" means any Employee, Consultant, or Non-Employee
Director participating under the Plan.
U. "Plan" means this MOTIENT CORPORATIONStock Award Plan, as the
same shall be amended, revised, or terminated from time to
time.
V.. "Reload Option" means a new Option granted to an Optionee upon
the surrender of Shares to pay the Option Price of a
previously granted Option. The Option Price for any
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Reload Option shall not be less than the greater of the Fair
Market Value of a Share on the date that Shares are
surrendered in payment of the Option Price in accordance with
Section 3.A(d) or the par value of the Common Stock. Other
terms of the Reload Option shall be the same as the terms
contained in the Optionee's Agreement relating to the Option
being exercised.
W. "Share" means a share of Common Stock.
X. "Stock-Based Award" means any award, other than the grant of
an Option, to a Participant of any stock-based instrument in
accordance with Article 9 of the Plan, including, but not
limited to, the award of restricted stock, unrestricted stock,
stock appreciation rights, and phantom shares.
Y. "Subsidiary" means a corporation at least 50% of the total
combined voting power of all classes of stock of which is
owned by the Corporation either directly or through one or
more Subsidiaries.
Z. "Withholding Tax Liabilities" means the Corporation's federal,
state and any local income tax and payroll withholding tax
obligations arising in connection with the exercise of an
Option or the grant of a Stock-Based Award (or issuance of
underlying Shares) under the Plan. Withholding Tax Liabilities
does not include the Corporation's share of any payroll taxes.
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2. Purpose
The Plan is intended to promote the success and enhance the value of the
Corporation by linking the personal interests of Participants to those of the
Corporation's shareholders by providing the Participants with an incentive for
outstanding performance. The Plan is further intended to assist the Corporation
in its ability to motivate, and retain the services of, Participants upon whose
judgment, interest and special effort the successful conduct of its operations
is largely dependent.
3. Administration
The Plan shall be administered by the Committee, but may also be
administered by the Board. In addition to any other powers granted to the
Committee, it shall have the following powers, subject to the express provisions
of the Plan:
A. subject to the provisions of this Plan, to determine in its
discretion the Participants to whom Options shall be granted
and to whom Stock-Based Awards shall be made, the number of
Shares to be subject to each Option or Stock-Based Award, and
the terms upon which Options may be acquired and exercised and
the terms and conditions of Stock-Based Awards;
B. to determine all other terms and provisions of each Agreement,
which need not be identical;
C. without limiting the generality of the foregoing, to provide
in its discretion in an Agreement:
a. for an agreement by the Optionee or Grantee
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to render services to the Corporation upon such terms and
conditions as may be specified in the Agreement, provided
that the Committee shall not have the power to commit the
Corporation to employ or otherwise retain any Optionee or
Grantee;
b. for restrictions on the transfer, sale or other
disposition of Shares issued to the Optionee upon the
exercise of an Option or for other restrictions permitted by
Article 9 with respect to Stock-Based Awards;
c. for an agreement by the Optionee or Grantee to resell to
the Corporation, under specified conditions, Shares issued
upon the exercise of an Option or awarded pursuant to a
Stock-Based Award;
d. for the right of the Optionee to surrender to the
Corporation an Option (or a portion thereof) that has become
exercisable and receive upon such surrender, without any
payment to the Corporation or a Subsidiary (other than
amounts necessary to satisfy Withholding Tax Liabilities
with respect to the Option) that number of Shares (equal to
the highest whole number of Shares) having an aggregate Fair
Market Value as of the date of surrender equal to that
number of Shares subject to the Option (or portion thereof)
being surrendered multiplied by an amount equal to the
excess of (i) the Fair Market Value of a Share on the date
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of surrender over (ii) the Option Price, plus an amount of
cash equal to the Fair Market Value of any fractional Share
to which the Optionee might be entitled; any such surrender
shall be treated as the exercise of the Option (or portion
thereof); and
e. for the automatic issuance of a Reload Option covering a
number of Shares equal to the number of any Shares used to
pay the Option Price;
D. to construe and interpret the Agreements and the Plan;
E. to require, whether or not provided for in the pertinent
Agreement, of any person exercising an Option or acquiring
Shares pursuant to a Stock-Based Award, at the time of such
exercise or acquisition, the making of any representations or
agreements which the Committee may deem necessary or advisable
in order to comply with the securities laws or the United
States or of any state; and
F. to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
Any determinations or actions made or taken by the Committee pursuant
to this Article shall, subject to the express provisions of this Plan, be
binding and final.
4. Eligibility
Options and Stock-Based Awards may be granted only to (i) Employees,
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(ii) Consultants, and (iii) Non-Employee Directors. Subject to the limitations
of Section 5.A, a Participant who has been granted an Option or Stock-Based
Award may be granted additional Options or Stock-Based Awards.
5. Stock Subject to the Plan
A. Subject to adjustment as provided in Article 11, an aggregate
of 7,300,000 authorized and unissued Shares, reissued treasury
Shares, or Shares otherwise acquired by the Corporation, may
be issued under the Plan upon the exercise of Options or
pursuant to Stock-Based Awards, provided, however, that no
Employee may be granted Options and Stock-Based Awards
covering more than 50% of the number of Shares issuable under
the Plan.
B. If an Option expires or terminates for any reason without
having been fully exercised, or if Stock-Based Awards (or
Shares underlying such awards) are forfeited, the unpurchased
Shares which had been subject to the Option at the time of its
expiration or termination, or the forfeited Stock-Based Awards
(or Shares underlying such awards), shall become available for
the grant of other Options or for the award of additional
Stock-Based Awards, provided, that in the case of forfeited
Shares and to the extent necessary to satisfy the provisions
of Rule 16b-3 under the Exchange Act, the Grantee has received
no dividends prior to forfeiture with respect to such Shares.
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6. Options
A. Subject to the provisions of this Plan, the Committee is
hereby authorized to grant Options to Participants.
B. All Agreements granting Options shall contain a statement that
the Option is intended to be a nonstatutory stock option and
not an incentive stock option as defined in section 422 of the
Code.
C. The Option Period shall be determined by the Committee and
specifically set forth in the Agreement, provided, however,
that an Option shall not be exercisable before six months from
the Date of Grant (except that this limitation need not apply
in the event of the death of the Optionee within the six-month
period) and no Option shall be exercisable after ten years
after the Date of Grant.
D. By accepting the grant of an Option under the Plan, each
Optionee agrees, for the Optionee and his or her successors,
that the Option may not be exercised at any time that the
Corporation does not have in effect a registration statement
under the Securities Act of 1933, as amended, relating to the
offer of Common Stock to the Optionee under the Plan, unless
the Corporation agrees to permit such exercise, and that, upon
the issuance of any Shares upon the exercise of the Option,
the Optionee will, upon the request of the Corporation, agree
in writing that he or she is
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acquiring such Shares for investment only and not with a view
to resale, and that he or she will not sell, pledge or
otherwise dispose of such Shares so issued unless and until
(i) the Corporation is furnished with an opinion of counsel to
the effect that registration of such Shares pursuant to the
Securities Act of 1933, as amended, is not required by that
Act and the rules and regulations thereunder; (ii) the staff
of the Securities and Exchange Commission has issued a
"no-action" letter with respect to such disposition; or (iii)
such registration or notification as is, in the opinion of
counsel for the Corporation, required for the lawful
disposition of such Shares has been filed by the Corporation
and has become effective; provided, however, that the
Corporation shall not be obligated to file any such
registration or notification. The Option shall further agree
that the Company may place a legend embodying such restriction
on the certificates evidencing such shares.
E. All other terms of Options granted under the Plan shall be
determined by the Committee in its sole discretion, as
exercised consistently with the terms of the Plan, and
specifically set forth in the Optionee's agreement. Any terms
of Options determined by the Committee that vary from the
express terms set forth in the Plan also shall be specifically
set forth in the Optionee's Agreement.
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7. Exercise
A. An Option may, subject to the provisions of the Agreement
under which it was granted, be exercised in whole or in part
by the delivery to the Corporation of written notice of the
exercise, in such form as the Committee may prescribe,
accompanied by full payment of the Option Price for the Shares
with respect to which the Option is exercised in accordance
with Section 7.B, and by satisfaction by the Optionee of
Withholding Tax Liabilities in accordance with Article 10.
B. The Option Price may be paid in the form of (i) cash, which
may include an assignment of the right to receive cash
proceeds of the sale of Common Stock subject to the Option
pursuant to a "cashless exercise" of the Option through a
transaction with a broker, (ii) duly endorsed certificates
representing Shares (other than Shares that are subject to a
substantial risk of forfeiture) having a Fair Market Value on
the Date of Exercise aggregating not more than the portion of
the Option Price being paid by delivery of such Shares (which
Shares, if acquired from the Corporation, shall have been held
for at least six months), or (iii) a combination of cash and
Shares as provided in Sections 7.B(i) and (ii).
C. To the extent required to comply with Treasury Regulation
ss.1.401(k)-1(d)(2)(iv)(B)(4), or any amendment or
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successor thereto, an Optionee's "elective and employee
contributions" (within the meaning of such Treasury
Regulation) under the Plan shall be suspended for a period of
twelve months following such Optionee's receipt of a hardship
distribution made in reliance on such Treasury Regulation from
any plan containing a cash or deferred arrangement under
Section 401(k) of the Code maintained by the Corporation or a
related party within the provisions of subsections (b), (c),
(m) or (o) of Section 414 of the Code.
8. Nontransferability
A. Except to the extent provided in Section 8.B below, Options granted
under the Plan shall not be transferable otherwise than (a) by will or
the laws of descent and distribution, or (b) pursuant to a qualified
domestic relations order as defined in Section 414(p) of the Code or
Title I of the Employee Retirement Income Security Act or the rules
thereunder, and an Option may be exercised, during the Optionee's
lifetime, only by the Optionee or, in the case of the Optionee's legal
disability, by the Optionee's legal representative.
B. If authorized in the applicable Agreement, an Optionee may transfer,
not for value, all or part of an Option to any Family Member (as
defined in this Section 8.B). For the purpose of this Section 8.B, a
"not for value" transfer is a transfer which is (i) a gift, (ii) a
transfer under a domestic relations order in settlement of marital
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property rights; or (iii) a transfer to an entity in which more than
fifty percent of the voting interests are owned by Family Members (or
the Optionee) in exchange for an interest in that entity. Following a
transfer under this Section 8.B), any such Option shall continue to be
subject to the same terms and conditions as were applicable immediately
prior to transfer. Subsequent transfers of transferred Options are
prohibited except to Family Members of the original Optionee in
accordance with this Section 8.B or by will or the laws of descent and
distribution. The events of termination of employment or other
relationship shall continue to be applied with respect to the original
Optionee, following which the Option shall be exercisable by the
transferee only to the extent, and for the periods specified with
respect to the original Optionee. For purposes of Section 8.B, "Family
Member" means a person who is a spouse, child, stepchild, grandchild,
parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the Optionee, any
person sharing the Optionee's household (other than a tenant or
employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the
Optionee) control the management of assets, and any other entity in
which these persons (or the Optionee) own more than fifty percent of
the voting interests.
9. Stock-Based Awards
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A. Subject to the provisions of this Plan, the Committee is
hereby authorized to make Stock-Based Awards to
Participants.
B. Shares underlying Stock-Based Awards shall be issued at such
times, subject to achievement of such performance or other
goals and on such other terms and conditions as the Committee
shall deem appropriate.
10. Satisfaction of Withholding Tax Liabilities
Each Optionee or Grantee must provide the Corporation with the means to
satisfy the Corporation's Withholding Tax Liabilities, with respect to any
income recognized by the Optionee or Grantee as a result of the exercise of an
Option or award of a Stock-Based Award (or the underlying Shares). Unless
otherwise determined by the Committee and specifically set forth in the
Optionee's or Grantee's Agreement, an Option or Grantee may satisfy Withholding
Tax Liabilities by (i) delivering cash to the Corporation, (ii) electing to have
the Corporation retain Shares otherwise issuable on the exercise of the Option
or pursuant to the award of a Stock-Based Award (other than Shares that are
subject to a substantial risk of forfeiture), (iii) delivering shares (other
than Shares that are subject to a substantial risk of forfeiture) to the
Corporation, or (iv) electing to satisfy Withholding Tax Liabilities through a
combination of clauses (i), (ii) or (iii) of this Article 10. Satisfaction of
Withholding Tax Liabilities also shall be accomplished under such additional
reasonable terms and conditions as the Committee deems appropriate.
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Unless otherwise determined by the Committee and specifically set forth in the
Optionee's or Grantee's Agreement, in the case of an Insider who elects to
satisfy Withholding Tax Liabilities by having the Corporation retain Shares
otherwise issuable on the exercise of an Option or pursuant to a Stock-Based
Award, the Insider shall have the right to so satisfy Withholding Tax
Liabilities through (a) an irrevocable election made at least six months in
advance of the date on which the Withholding Tax Liabilities arise, and (b) if
the Withholding Tax Liabilities arise during the ten business day period
beginning on the third business day following the public release of the
Corporation's quarterly or annual earnings ("Window Period"), an irrevocable
election made during such Window Period.
11. Capital Adjustments
The number and class of Shares subject to each outstanding Option or
Stock-Based Award, the Option Price and the aggregate number and class of Shares
for which grants or awards thereafter may be made shall be equitably adjusted by
the Committee to reflect such events as stock dividends, stock splits,
extraordinary cash dividends, adoption of stock rights plans, split-ups,
split-offs, spin-offs, liquidations, combinations or exchange of shares,
recapitalizations, mergers, consolidations, reorganizations or any similar
transaction of or by the Corporation.
12. Termination or Amendment
The Board shall have the power to terminate the Plan and to amend it in
any respect, provided that, after the Plan has been approved by the shareholders
of the Company, the Board may not, without the approval of the shareholders
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of the Company if such approval is then required by applicable law, amend the
Plan so as to increase materially the number of Shares that may be issued under
the Plan (except as provided in Article 11), to modify materially the
requirements as to eligibility for participation in the Plan, or to increase
materially the benefits accruing to participants under the Plan. No termination
or amendment of the Plan shall, without his or her consent, adversely affect the
rights or obligations of any Optionee or Grantee.
13. Modification, Extension and Renewal of Options
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Options, or accept
the surrender of outstanding Options (to the extent not theretofore exercised)
granted under the Plan or under any other plan of the Corporation, or a company
or similar entity acquired by the Corporation or a Subsidiary, and authorize the
granting of new Options (to the extent not theretofore exercised), pursuant to
the Plan in substitution therefor and the substituted Options may specify a
lower exercise price than the surrendered Options, a longer term than the
surrendered Options or have any other provisions that are authorized by the
Plan. Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify the terms of any outstanding Agreement providing
for a Stock-Based Award. Notwithstanding the foregoing, however, no modification
of an Option granted under the Plan, or a Stock-Based Award, shall, without the
consent of the Optionee or Grantee, alter or impair any of the Optionee's or
Grantee's right or obligations.
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14. Effectiveness of the Plan
The Plan and any amendments requiring shareholder approval pursuant to
Article 12 are subject to approval by vote of the shareholders of the
Corporation within 12 months after their adoption by the Board. Subject to that
approval, the Plan and any amendments are effective on the date on which they
are adopted by the Board. Options and Stock-Based Awards may be granted or
awarded prior to shareholder approval of the Plan or amendments requiring
shareholder approval, but each such Option grant or Stock-Based Award shall be
subject to the approval of the Plan or amendments by the shareholders. Except to
the extent required to satisfy the requirements of Rule 16b-3 under the Exchange
Act, the date on which any Option granted or Stock-Based Award awarded prior to
shareholder approval of the Plan or amendment requiring shareholder approval
shall be the Date of Grant for all purposes as if the Option or Stock-Based
Award had not been subject to shareholder approval. No Option may be exercised
prior to such shareholder approval, and any Stock-Based Award awarded shall be
forfeited if such shareholder approval is not obtained.
15. Term of the Plan
Unless sooner terminated by the Board pursuant to Article 12, the Plan
shall terminate on January 27, 2010, and no Options or Stock-Based Awards may be
granted after termination. The termination shall not affect the validity of any
Options or Stock-Based Awards outstanding on the date of termination.
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16. Indemnification of Committee
In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and reasonably 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 Option or Stock-Based
Award granted or awarded hereunder, and against all amounts reasonably paid by
them in settlement thereof or paid by them in satisfaction or judgment in any
such action, suit or proceeding, if such members acted in good faith and in a
manner which they believed to be in, and not opposed to, the best interests of
the Corporation.
17. General Provisions
A. The establishment of the Plan shall not confer upon any
Employee or Consultant any legal or equitable right against
the Corporation, any Subsidiary or the Committee, except as
expressly provided in the Plan.
B. The Plan does not constitute inducement or consideration for
the employment of any Employee or the retention of any
Consultant, nor is it a contract between the Corporation or a
Subsidiary and any Employee or Consultant. Participation in
the Plan shall not give an Employee or Consultant any right to
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be retained in the service of the Corporation or Subsidiary.
C. The Corporation and its Subsidiaries may assume options,
warrants, or rights to purchase stock issued or granted by
other corporations whose stock or assets shall be acquired by
the Corporation or a Subsidiary, or which shall be merged into
or consolidated with the Corporation or a Subsidiary. Neither
the adoption of this Plan, nor its submission to the
shareholders, shall be taken to impose any limitations on the
powers of the Corporation or its affiliates to issue, grant,
or assume options, warrants, or rights, otherwise than under
this Plan, or to adopt other stock option or stock-based award
plans or to impose any requirement of shareholder approval
upon the same.
D. The interests of any Participant under the Plan are not
subject to the claims of creditors and may not, in any way,
be assigned, alienated or encumbered except as provided in
Article 8.
E. The Plan and each Agreement shall be governed, construed and
administered in accordance with the laws of the State
of Delaware.
F. The adoption of the Plan, the grant and exercise of Options
and the award of Stock-Based Awards shall be subject to
receipt of all required regulatory approvals, including
without limitation any required approvals of the Federal
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Communications Commission.
G. Should any provision of the Plan that is intended to comply
with the provisions of Rule 16b-3 under the Exchange Act at
the date of the adoption of the Plan by the Board not be
necessary for such compliance, or become no longer necessary
for such compliance, such provision of the Plan shall have no
force or effect under the Plan as of the date that such
provision is not required for purpose of satisfying the
provisions of Rule 16b-3 under the Exchange Act.
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