LUMINANT WORLDWIDE CORPORATION
1999 LONG-TERM INCENTIVE PLAN
PURPOSE Luminant Worldwide Corporation, a Delaware corporation (the
"Company"), wishes to recruit, reward, and retain employees and
outside directors. To further these objectives, the Company
hereby sets forth the Luminant Worldwide Corporation 1999
Long-Term Incentive Plan (the "Plan"), effective as of September
15, 1999 (the "Effective Date"), to provide options ("Options")
to employees and outside directors of the Company and its
subsidiaries to purchase shares of the Company's common stock
(the "Common Stock").
PARTICIPANTS All Employees of the Company and any Eligible Subsidiaries are
eligible for Options under this Plan. Eligible employees become
"optionees" when the Administrator grants them an option under
this Plan. The Administrator may also grant options to
consultants and certain other service providers. The term
optionee also includes, where appropriate, a person authorized to
exercise an Option in place of the original recipient.
Employee means any person employed as a common law employee of
the Company or an Eligible Subsidiary.
ADMINISTRATOR The Administrator will be the Compensation Committee of the Board
of Directors, unless the Board specifies another committee of the
Board, but the Board may still act under the Plan as though it
were the Compensation Committee.
The Administrator is responsible for the general operation and
administration of the Plan and for carrying out its provisions
and has full discretion in interpreting and administering the
provisions of the Plan. Subject to the express provisions of the
Plan, the Administrator may exercise such powers and authority of
the Board as the Administrator may find necessary or appropriate
to carry out its functions. The Administrator may delegate its
functions (other than those described in the Granting of Options
section) to officers or other employees of the Company.
The Administrator's powers will include, but not be limited to,
the power to amend, waive, or extend any provision or limitation
of any Option. The Administrator may act through meetings of a
majority of its members or by unanimous consent.
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1999 Long-Term Incentive Plan
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GRANTING OF Subject to the terms of the Plan, the Administrator will, in its
OPTIONS sole discretion, determine
the persons who receive Options,
the terms of such Options,
the schedule for exercisability (including any
requirements that the optionee or the Company satisfy
performance criteria),
the time and conditions for expiration of the Option, and
the form of payment due upon exercise.
The Administrator's determinations under the Plan need not be
uniform and need not consider whether possible recipients are
similarly situated.
Options granted to employees may be "incentive stock
options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986 (the "Code"), or the corresponding
provision of any subsequently enacted tax statute, or
nonqualified stock options ("NQSOs"), and the Administrator will
specify which form of option it is granting. (If the
Administrator fails to specify the form, it will be an ISO.)
Options granted to outside directors, including Formula Options,
must be nonqualified stock options.
Substitutions The Administrator may also grant Options in
substitution for options or other equity interests
held by individuals who become Employees of the
Company or of an Eligible Subsidiary as a result of
the Company's or Subsidiary's acquiring or merging
with the individual's employer or acquiring its
assets. In addition, the Administrator may provide
for the Plan's assumption of options granted outside
the Plan to persons who would have been eligible
under the terms of the Plan to receive a grant,
including both persons who provided services to any
acquired company or business and persons who provided
services to the Company or any Subsidiary. If
necessary to conform the Options to the interests for
which they are substitutes, the Administrator may
grant substitute Options under terms and conditions
that vary from those the Plan otherwise requires.
DIRECTOR Each director who is not an employee of the Company will receive
FORMULA a formula stock option ("Formula Option") as of effective date
OPTIONS of the registration of the Company's initial public offering
(the "IPO Effective Date") with respect to 9,000 shares of Common
Stock, as will each non-employee director later appointed or
elected to the Board (with the grant made as of the date of his
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1999 Long-Term Incentive Plan
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first election or appointment). Each such non-employee
director serving on the Board at each annual meeting of the
Company's stockholders (beginning with the meeting at least six
months after the Effective Date and excluding directors who leave
the Board on the day of the annual meeting) will receive a
Formula Option as of that meeting with respect to 6,000 shares of
Common Stock. The Exercise Price for Formula Options will be the
Fair Market Value on the Date of Grant. The Board or the
Administrator may also make discretionary Option grants to
outside directors.
Exercise Unless the Administrator specifies otherwise, each
Formula Option will Schedule become exercisable as to one-sixth
every six months over the three years following the Date of
Grant, irrespective of whether the the director remains on the
Board at such date. A Formula Option will become exercisable in
its entirety upon the director's death, disability, or attainment
of age 70.
DATE OF GRANT The Date of Grant will be the date as of which this Plan
(for Formula Options) or the Administrator grants an Option to a
participant, as specified in the Plan or in the Administrator's
minutes.
EXERCISE The Exercise Price is the value of the consideration that an
PRICE optionee must provide in exchange for one share of Common Stock.
The Administrator will determine the Exercise Price under each
Option and may set the Exercise Price without regard to the
Exercise Price of any other Options granted at the same or any
other time. The Company may use the consideration it receives
from the optionee for general corporate purposes.
The Exercise Price per share for NQSOs may not be less than
100% of the Fair Market Value of a share on the Date of Grant for
grants made after the IPO Effective Date. For ISOs, the Exercise
Price per share must be at least 100% of the Fair Market Value
(on the Date of Grant) of a share of Common Stock covered by the
Option; provided, however, that if the Administrator decides to
grant an ISO to someone covered by Code Sections 422(b)(6) and
424(d) (as a more-than-10%-stock-owner), the Exercise Price must
be at least 110% of the Fair Market Value.
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1999 Long-Term Incentive Plan
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FAIR MARKET Fair Market Value of a share of Common Stock for purposes of
VALUE the Plan will be determined as follows:
if the Company has no publicly-traded stock, the
Administrator will determine the Fair Market Value
for purposes of the Plan using any measure of value it
determines in good faith to be appropriate;
if the Common Stock trades on a national securities
exchange, the closing sale price on that date;
if the Common Stock does not trade on any such
exchange, the closing sale price as reported by the
National Association of Securities Dealers, Inc.
Automated Quotation System ("Nasdaq") for such date;
if no such closing sale price information is available,
the average of the closing bid and asked prices that
Nasdaq reports for such date; or
if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date.
For any date that is not a trading day, the Fair Market
Value of a share of Common Stock for such date will be
determined by using the closing sale price or the average of
the closing bid and asked prices, as appropriate, for the
immediately preceding trading day. The Administrator can
substitute a particular time of day or other measure of
"closing sale price" if appropriate because of changes in
exchange or market procedures.
The Fair Market Value will be treated as equal to the price
established in an IPO for any Options granted as of the IPO
if they are granted on or before the date on which the IPO's
underwriters price the IPO or granted on the following day
before trading opens in the Common Stock.
The Administrator has sole discretion to determine the Fair
Market Value for purposes of this Plan, and all Options are
conditioned on the optionees' agreement that the
Administrator's determination is conclusive and binding even
though others might make a different and also reasonable
determination.
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1999 Long-Term Incentive Plan
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EXERCISABILITY The Administrator will determine the times and conditions for
exercise of each Option.
Options will become exercisable at such times and in such manner
as the Administrator determines and the Option Agreement
indicates; provided, however, that the Administrator may, on
such terms and conditions as it determines appropriate,
accelerate the time at which the optionee may exercise any
portion of an Option.
If the Administrator does not specify otherwise, Options will
become exercisable as to one sixth of the covered shares six
months following the Date of Grant and one sixth after each
following six months.
No portion of an Option that is unexercisable at an optionee's
termination of employment will thereafter become exercisable,
unless the Option Agreement provides otherwise, either initially
or by amendment.
CHANGE OF Upon a Change of Control (as defined below), all Options will
CONTROL become fully exercisable, unless the optionee's Option Agreement
provides otherwise. A Change of Control for this purpose means
the occurrence of any one or more of the following events after
the Company's IPO:
(i) sale of all or substantially all of the assets of the
Company to one or more individuals, entities, or groups
(other than an "Excluded Owner" as defined below);
(ii) complete or substantially complete dissolution or
liquidation of the Company;
(iii) a person, entity, or group (other than an Excluded
Owner) acquires or attains ownership of more than 50% of the
undiluted total voting power of the Company's
then-outstanding securities eligible to vote to elect
members of the Board ("Company Voting Securities");
(iv) completion of a merger or consolidation of the Company
with or into any other entity (other than an Excluded Owner)
unless the holders of the Company Voting Securities
outstanding immediately before such completion, together
with any trustee or other fiduciary holding securities under
a Company benefit plan, retain control because they hold
securities that represent immediately after such merger or
consolidation at least 50% of the combined voting power of
the then outstanding voting securities of either the Company
or the other surviving entity or its ultimate parent
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1999 Long-Term Incentive Plan
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(v) the individuals who constitute the Board immediately
before a proxy contest cease to constitute at least a
majority of the Board (excluding any Board seat that is
vacant or otherwise unoccupied) immediately following the
proxy contest; or
(vi) during any two year period, the individuals who
constitute the Board at the beginning of the period (the
"Incumbent Directors") cease for any reason to constitute at
least a majority of the Board (excluding any Board seat that
is vacant or otherwise unoccupied), provided that any
individuals that a majority of Incumbent Directors approve
for service on the Board are treated as Incumbent Directors.
An "Excluded Owner" consists of the Company, any Company
Subsidiary, any Company benefit plan, or any underwriter
temporarily holding securities for an offering of such
securities.
Even if other tests are met, a Change of Control has not occurred
under any circumstance in which the Company files for bankruptcy
protection or is reorganized following a bankruptcy filing. In
addition, the acceleration will not occur if it would prevent use
of "pooling of interest" accounting for a reorganization, merger,
or consolidation of the Company that the Board approves.
The Administrator may allow conditional exercises in advance of
the completion of a Change of Control that are then rescinded if
no Change of Control occurs.
SUBSTANTIAL Upon a Change of Control that is also a Substantial Corporate
CORPORATE Change, the Plan and any unexercised Options will terminate
CHANGE unless either (i) such termination would prevent use of
"pooling of interest" accounting for a reorganization, merger, or
consolidation of the Company that the Board approves or (ii)
provision is made in writing in connection with such transaction
for
the assumption or continuation of outstanding Options, or
the substitution for such options or grants of any options
or grants covering the stock or securities of a successor
employer entity, or a parent or subsidiary of such
successor, with appropriate adjustments as to the number and
kind of shares of stock and prices, in which event the
Options will continue in the manner and under the terms so
provided.
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1999 Long-Term Incentive Plan
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If an Option would otherwise terminate under the preceding
sentence and the Fair Market Value of the Common Stock as a
result of the Substantial Corporate Change exceeds or is
likely to exceed the Exercise Price, the Administrator will
either provide that
optionees will have the right, at such time before the
completion of the transaction causing such termination
as the Board or the Administrator reasonably
designates, to exercise any unexercised portions of the
Option, including those portions that the Change of
Control will make exercisable or
cause the Company, or agree to allow the successor, to
cancel each Option after payment to the optionee of an
amount in cash, cash equivalents, or successor equity
interests substantially equal to the Fair Market Value
under the transaction minus the Exercise Price for
the shares covered by the Option (and, where the Board
or Administrator determines it is appropriate, any
required tax withholdings).
The Administrator may allow conditional exercises in advance
of the completion of a Substantial Corporate Change that are
then rescinded if no Substantial Corporate Change occurs.
The Board or other Administrator may take any actions
described in the Substantial Corporate Changes section,
without any requirement to seek optionee consent.
A Substantial Corporate Change means any of the following
events:
a sale as described in clause (i) under Change of
Control,
a dissolution or liquidation as described in clause
(ii),
an ownership change as described in clause (iii), but
with the percentage ownership increased to 100%
merger, consolidation, or reorganization of the Company
with one or more corporations or other entities in
which the Company is not the surviving entity, or
any other transaction (including a merger or
reorganization in which the Company survives) approved
by the Board that results in any person or entity
(other than an Excluded Owner) owning 100% of Company
Voting Securities.
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1999 Long-Term Incentive Plan
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LIMITATION ON An Option granted to an employee will be an ISO only to the
ISOs extent that the aggregate Fair Market Value (determined at the
Date of Grant)of the stock with respect to which ISOs are
exercisable for the first time by the optionee during any
calendar year (under the Plan and all other plans of the Company
and its subsidiary corporations, within the meaning of Code
Section 422(d)), does not exceed $100,000. This limitation
applies to Options in the order in which such Options were
granted. If, by design or operation, the Option exceeds this
limit, the excess will be treated as an NQSO.
METHOD OF To exercise any exercisable portion of an Option, the optionee
EXERCISE must:
Deliver notice of exercise to the Secretary of the Company
(or to whomever the Administrator designates), in a form
complying with any rules the Administrator may issue, signed
or otherwise authenticated by the optionee, and specifying
the number of shares of Common Stock underlying the portion
of the Option the optionee is exercising;
Pay the full Exercise Price by cash or a cashier's or
certified check for the shares of Common Stock with respect
to which the Option is being exercised, unless the
Administrator consents to another form of payment (which
could include loans from the Company or the use of Common
Stock); and
Deliver to the Administrator such representations and
documents as the Administrator, in its sole discretion, may
consider necessary or advisable.
After an IPO, payment in full of the Exercise Price need not
accompany the written notice of exercise if the exercise complies
with a previouslyapproved cashless exercise method, including,
for example, that the notice directs that the stock certificates
(or other indicia of ownership) for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the
Company as the agent for the individual exercising the option and
at the time the stock certificates (or other indicia) are
delivered to the broker, the broker will tender to the Company
cash or cash equivalents acceptable to the Company and equal to
the Exercise Price and any required withholding taxes.
If the Administrator agrees to allow an optionee to pay through
tendering shares of Common Stock to the Company, the individual
can only tender stock he has held for at least six months at the
time of surrender. Shares of stock offered as payment will be
valued, for purposes of determining the extent to which the
optionee has paid the Exercise Price, at their Fair Market
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1999 Long-Term Incentive Plan
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Value on the date of exercise. The Administrator may also, in its
discretion, accept attestation of ownership of Common Stock and
issue a net number of shares upon Option exercise, or, after an
IPO, by having a broker tender to the Company cash equal to the
exercise price and any withholding taxes.
OPTION No one may exercise an Option more than ten years after its Date
EXPIRATION of Grant(or five years for ISOs granted to 10% owners covered by
Code Sections 422(b)(6) and 424(d)). Unless the Option Agreement
provides otherwise, either initially or by amendment, no one may
exercise an Option after the first to occur of:
EMPLOYMENT The 90th day after the date of termination of employment
TERMINATION (other than for death or Disability), where termination of
employment means the time when the employer-employee or
other service- providing relationship between the employee
and the Company ends for any reason. The Administrator may
provide that Options terminate immediately upon termination
of employment for "cause" under an employee's employment or
consultant's services agreement or under another definition
specified in the Option Agreement. Unless the Option
Agreement provides otherwise, termination of employment does
not include instances in which the Company immediately
rehires a common law employee as an independent contractor.
The Administrator, in its sole discretion, will determine
all questions of whether particular terminations or leaves
of absence are terminations of employment.
GROSS For the Company's termination of the optionee's
MISCONDUCT employment as a result of the optionee's Gross
Misconduct, the time of such termination. For purposes
of this Plan, "Gross Misconduct" means the optionee
has
committed fraud, misappropriation, embezzlement, or
willful misconduct that has resulted or is likely to
result in material harm to the Company;
committed or been indicted for or convicted of, or
pled guilty or no contest to, any misdemeanor (other
than for minor infractions or traffic violations)
involving fraud, breach of trust, misappropriation, or
other similar activity, or any felony; or
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
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committed an act of gross negligence or otherwise
acted with willful disregard for the Company's best
interests in a manner that has resulted or is likely to
result in material harm to the Company.
If the optionee has a written employment agreement in effect
at the time of his termination that specifies "cause" for
termination, "Gross Misconduct" for purposes of his
termination will refer to "cause" under the employment
agreement, rather than to the foregoing definition.
DISABILITY For disability, the earlier of (i) the first anniversary of
the optionee's termination of employment for disability and
(ii) 60 days after the optionee no longer has a disability,
where "disability" means the inability to engage in any
substantial gainful activity because of any medically
determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than 12
months; or
DEATH The date 12 months after the optionee's death.
If exercise is permitted after termination of employment, the
Option will nevertheless expire as of the date that the former
service provider violates any covenant not to compete or other
post-employment covenant in effect between the Company and the
former service provider. In addition, an optionee who exercises
an Option more than 90 days after termination of employment with
the Company and/or Eligible Subsidiaries will only receive ISO
treatment to the extent the law permits, and becoming or
remaining an employee of another related company (that is not an
Eligible Subsidiary) or an independent contractor will not
prevent loss of ISO status because of the formal termination of
employment.
Nothing in this Plan extends the term of an Option beyond the
tenth anniversary of its Date of Grant, nor does anything in this
Option Expiration section make an Option exercisable that has not
otherwise become exercisable, unless the Administrator specifies
otherwise.
OPTION Option Agreements (which could be certificates) will set forth
AGREEMENT the terms of each Option and will include such terms and
conditions, consistent with the Plan, as the Administrator may
determine are necessary or advisable. To the extent the agreement
is inconsistent with the Plan, the Plan will govern. The Option
Agreements may contain special rules.
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1999 Long-Term Incentive Plan
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PUT AND CALL The Administrator may provide in Option Agreements that the
RIGHTS Company has the right (or obligation) to purchase outstanding
Options, or the shares received from exercising an Option, under
certain circumstances, including termination of employment for
any reason or death and may provide for rights of first refusal.
The Administrator may distinguish between unexercisable and
exercisable Options.
STOCK SUBJECT Except as adjusted below under Corporate Changes,
TO PLAN
the aggregate number of shares of Common Stock that may be
issued under Options may not exceed 7,288,451 (which will be
automatically adjusted to equal 30% of the sum of the shares
of Common Stock outstanding immediately after the IPO plus
any shares reserved for underwriter over-allotments),
the maximum number of shares that may be granted under
Options for a single individual in a calendar year may not
exceed 50% of the preceding number, provided that the
individual maximum applies only to Options first made under
this Plan and not to Options made in substitution of a prior
employer's options or other incentives, except as Code
Section 162(m) otherwise requires, and
the aggregate number of shares of Common Stock that may be
issued under ISOs may not exceed 6,000,000, plus the number
necessary to provide ISOs in substitution for pre-IPO ISOs.
The Common Stock will come from either authorized but unissued
shares or from previously issued shares that the Company
reacquires, including shares it purchases on the open market or
holds as treasury shares. If any Option expires, is canceled, or
terminates for any other reason, the shares of Common Stock
available under that Option will again be available for the
granting of new Options (but will be counted against that
calendar year's limit for a given individual).
No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.
The optionee will have no rights of a stockholder with respect to
the shares of stock subject to an Option except to the extent
that the Company has issued certificates for, or otherwise
confirmed ownership of, such shares upon the exercise of the
Option.
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1999 Long-Term Incentive Plan
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The Company will not issue fractional shares pursuant to the
exercise of an Option, unless the Administrator determines
otherwise, but the Administrator may, in its discretion, direct
the Company to make a cash payment in lieu of fractional shares.
PERSON WHO During the optionee's lifetime and except as provided under
MAY EXERCISE Transfers, Assignments, and Pledges, only the optionee or his
duly appointed guardian or personal representative may exercise
the Options. After his death, his personal representative or any
other person authorized under a will or under the laws of descent
and distribution may exercise any then exercisable portion of an
Option. If someone other than the original recipient seeks to
exercise any portion of an Option, the Administrator may request
such proof as it may consider necessary or appropriate of the
person's right to exercise the Option.
ADJUSTMENTS Subject to any required action by the Company (which it agrees to
UPON CHANGES promptly take) or its stockholders, and subject to the provisions
IN CAPITAL of applicable corporate law, if, after the Date of Grant of an
STOCK Option,
the outstanding shares of Common Stock increase or decrease
or change into or are exchanged for a different number or
kind of security because of any recapitalization,
reclassification, stock split, reverse stock split,
combination of shares, exchange of shares, stock dividend,
or other distribution payable in capital stock, or
some other increase or decrease in such Common Stock occurs
without the Company's receiving consideration (excluding,
unless the Administrator determines otherwise, stock
repurchases),
the Administrator must make a proportionate and appropriate
adjustment in the number of shares of Common Stock underlying
each Option, so that the proportionate interest of the optionee
immediately following such event will, to the extent practicable,
be the same as immediately before such event. (This adjustment
does not apply to Common Stock that the optionee has already
purchased.) Unless the Administrator determines another method
would be appropriate, any such adjustment to an Option will not
change the total price with respect to shares of Common Stock
underlying the unexercised portion of the Option but will include
a corresponding proportionate adjustment in the Option's Exercise
Price. The Board or other Administrator may take any actions
described in the Adjustments upon Changes in Capital Stock
section without any requirement to seek optionee consent.
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1999 Long-Term Incentive Plan
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The Administrator will make a commensurate change to the maximum
number and kind of shares provided in the Stock Subject to Plan
section.
All references to numbers of shares of Common Stock in the Plan
and in any Option grants made on or before the IPO Effective Date
assume the IPO is or will be completed and thus relate to
post-IPO numbers of shares.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred stock
of any class, will not affect, and no adjustment by reason
thereof will be made with respect to, the number of shares of
Common Stock subject to any Option or the Exercise Price except
as this Adjustments section specifically provides. The grant of
an Option under the Plan will not affect in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure,
or to merge or to consolidate, or to dissolve, liquidate, sell,
or transfer all or any part of its business or assets.
SUBSIDIARY Employees of Company Subsidiaries will be entitled to participate
EMPLOYEES in the Plan, except as otherwise designated by the Board of
Directors or the Administrator.
Eligible Subsidiary means each of the Company's Subsidiaries,
except as the Administrator otherwise specifies. For ISO grants,
Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at
the time an Option is granted to a Participant under the Plan,
each corporation (other than the last corporation in the unbroken
chain) owns stock possessing 50% or more of the total combined
voting power of all classes of stock in another corporation in
such chain. For ISOs, Subsidiary also includes a single-member
limited liability company included within the chain described in
the preceding sentence. The Board or the Administrator may use a
different definition of Subsidiary for NQSOs.
LEGAL The Company will not issue any shares of Common Stock under an
COMPLIANCE Option until all applicable requirements imposed by Federal and
state securities and other laws, rules, and regulations, and by
any applicable regulatory agencies or stock exchanges, have been
fully met. To that end, the Company may require the optionee to
take any reasonable action to comply with such requirements
before issuing such shares. No provision in the Plan or action
taken under it authorizes any action that Federal or state laws
otherwise prohibit.
The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act of 1933 ("Securities Act") and
the Securities Exchange Act of 1934 and all regulations and rules
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1999 Long-Term Incentive Plan
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the Securities and Exchange Commission issues under those laws.
Notwithstanding anything in the Plan to the contrary, the
Administrator must administer the Plan, and Options may be
granted and exercised, only in a way that conforms to such laws,
rules, and regulations. To the extent permitted by applicable
law, the Plan and any Options will be treated as amended to the
extent necessary to conform to such laws, rules, and regulations.
PURCHASE FOR Unless a registration statement under the Securities Act covers
INVESTMENT the shares of Common Stock an optionee receives upon exercising
AND OTHER his Option, the Administrator may require, at the time of such
RESTRICTIONS exercise, that the optionee agree in writing to acquire such
shares for investment and not for public resale or distribution,
unless and until the shares subject to the Option are registered
under the Securities Act. Unless the shares are registered under
the Securities Act, the optionee must acknowledge:
that the shares purchased on exercise of the Option are not
so registered,
that the optionee may not sell or otherwise transfer the
shares unless
such sale or transfer complies with all applicable
laws, rules, and regulations, including all applicable
Federal and state securities laws, rules, and
regulations, and either
the shares have been registered under the Securities
Act in connection with the sale or transfer thereof, or
counsel satisfactory to the Company has issued an
opinion satisfactory to the Company that the sale or
other transfer of such shares is exempt from
registration under the Securities Act.
Additionally, the Common Stock, when issued upon the exercise of
an Option, will be subject to any other transfer restrictions,
rights of first refusal, and rights of repurchase set forth in or
incorporated by reference into other applicable documents,
including the Option Agreements, or the Company's articles or
certificate of incorporation, by-laws, or generally applicable
stockholders' agreements.
The Administrator may, in its sole discretion, take whatever
additional actions it deems appropriate to comply with such
restrictions and applicable laws, including placing legends on
certificates and issuing stop-transfer orders to transfer agents
and registrars.
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1999 Long-Term Incentive Plan
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TAX The optionee must satisfy all applicable Federal, state, and
WITHHOLDING local income and employment tax withholding requirements before
the Company will deliver stock certificates or otherwise
recognize ownership upon the exercise of an Option. The Company
may decide to satisfy the withholding obligations through
additional withholding on salary or wages. If the Company does
not or cannot withhold from other compensation, the optionee must
pay the Company, with a cashier's check or certified check, the
full amounts, if any, required for withholding. Payment of
withholding obligations is due at the same time as is payment of
the Exercise Price. If the Administrator so determines, the
optionee may instead satisfy the withholding obligations by
directing the Company to retain shares from the Option exercise,
by tendering previously owned shares, or by attesting to his
ownership of shares (with the distribution of net shares), or,
after an IPO, by having a broker tender to the Company cash equal
to the withholding taxes.
TRANSFERS, Unless the Administrator otherwise approves in advance in writing
ASSIGNMENTS, for estate planning or other purposes, an Option may not be
AND PLEDGES assigned, pledged, or otherwise transferred in any way, whether
by operation of law or otherwise or through any legal or
equitable proceedings (including bankruptcy), by the optionee to
any person, except by will or by operation of applicable laws of
descent and distribution. If necessary to comply with Rule 16b-3,
the optionee may not transfer or pledge shares of Common Stock
acquired upon exercise of an Option until at least six months
have elapsed from (but excluding) the Date of Grant, unless the
Administrator approves otherwise in advance in writing. The
Administrator may, in its discretion, expressly provide that an
optionee may transfer his Option, without receiving
consideration, to (i) members of his immediate family (children,
grandchildren, or spouse), (ii) trusts for the benefit of such
family members, or (iii) partnerships whose only partners are
such family members.
AMENDMENT OR The Board may amend, suspend, or terminate the Plan at any time,
TERMINATION without the consent of the optionees or their beneficiaries;
OF PLAN AND provided, however, that such actions are consistent with this
OPTIONS section. Except as required by law or by the CHANGES section, the
Administrator may not, without the optionee's or beneficiary's
consent, modify the terms and conditions of an Option so as to
materially adversely affect the optionee. No amendment,
suspension, or termination of the Plan will, without the
optionee's or beneficiary's consent, terminate or materially
adversely affect any right or obligations under any outstanding
Options, except as provided in the SUBSTANTIAL CORPORATE CHANGES
Section.
PRIVILEGES OF No optionee and no beneficiary or other person claiming under or
STOCK through such optionee will have any right, title, or interest in
OWNERSHIP or to any shares of Common Stock allocated or reserved under the
Plan or subject to any Option except as to such shares of
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 15 of 16
Common Stock, if any, already issued to such optionee.
EFFECT ON Whether exercising an Option causes the optionee to accrue or
OTHER PLANS receive additional benefits under any pension or other plan is
governed solely by the terms of such other plan.
LIMITATIONS Notwithstanding any other provisions of the Plan, no individual
ON LIABILITY acting as a director, officer, other employee, or agent of the
Company will be liable to any optionee, former optionee, spouse,
beneficiary, or any other person for any claim, loss, liability,
or expense incurred in connection with the Plan, nor will such
individual be personally liable because of any contract or other
instrument he executes in such other capacity. The Company will
indemnify and hold harmless each director, officer, other
employee, or agent of the Company to whom any duty or power
relating to the administration or interpretation of the Plan has
been or will be delegated, against any cost or expense (including
attorneys' fees) or liability (including any sum paid in
settlement of a claim with the Board's approval) arising out of
any act or omission to act concerning this Plan unless arising
out of such person's own fraud or bad faith.
NO EMPLOYMENT Nothing contained in this Plan constitutes an employment contract
CONTRACT between the Company and the optionees. The Plan does not give any
optionee any right to be retained in the Company's employ, nor
does it enlarge or diminish the Company's right to end the
optionee's employment or other relationship with the Company.
APPLICABLE The laws of the State of Delaware (other than its choice of law
LAW provisions) govern this Plan and its interpretation.
DURATION OF Unless the Board extends the Plan's term, the Administrator may
PLAN not grant Options after September 14, 2009. The Plan will then
terminate but will continue to govern unexercised and unexpired
Options.
APPROVAL OF The Plan must be submitted to Company stockholders for their
THE PLAN approval within 12 months before or after the Board adopts the
Plan to qualify any Options designated as ISOs for treatment as
such. If the stockholders do not so approve the Plan, the Plan
and any outstanding ISOs will be treated as void and of no
effect.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 16 of 16