EXHIBIT 10.03
[As amended
through 5-20-99]
CSG SYSTEMS INTERNATIONAL, INC.
1996 STOCK INCENTIVE PLAN
1. Purpose. The purpose of the CSG Systems International, Inc. 1996
Stock Incentive Plan (the "Plan") is to foster and promote the long-term
financial success of the Company and its Subsidiaries and thereby increase
stockholder value by providing incentives to those officers and other key
employees who are likely to be responsible for achieving such success.
2. Certain Definitions.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto. References to a particular section of the Code
shall include any regulations issued under such section.
"Committee" shall have the meaning provided in Section 3 of the Plan.
"Common Stock" means the Common Stock, $0.01 par value per share, of the
Company.
"Company" means CSG Systems International, Inc., a Delaware corporation.
"Disability" means (i) with respect to the exercise of an Incentive Stock
Option after termination of employment, a disability within the meaning of
Section 22(e)(3) of the Code and (ii) for all other purposes, a mental or
physical condition which, in the opinion of the Committee, renders a grantee
unable or incompetent to carry out the job responsibilities which such grantee
held or the tasks to which such grantee was assigned at the time the disability
was incurred and which is expected to be permanent or for an indefinite duration
exceeding one year.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.
"Fair Market Value" means, as determined by the Committee, the last sale
price of the Common Stock as quoted on the Nasdaq National Market System on the
trading day for which the determination is being made, or, in the event that no
such sale takes place on such day, the average of the reported closing bid and
asked prices on such day, or, if the Common Stock of the Company is listed on a
national securities exchange, the last reported sale price on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading on the
trading day for which the determination is being made, or, if no such reported
sale takes place on such day, the average of the closing bid and asked prices on
such day on the principal national securities exchange on which the Common Stock
is listed or admitted to trading, or, if the Common Stock is not quoted on such
National Market System nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices in the
over-the-counter market on the day for which the determination is being made as
reported through Nasdaq, or, if bid and asked prices for the Common Stock on
such day are not reported through Nasdaq, the average of the bid and asked
prices for such day as furnished by any New York Stock Exchange member firm
regularly making a market in the Common Stock selected for such purpose by the
Committee, or, if none of the foregoing is applicable, then the fair market
value of the Common Stock as determined in good faith by the Committee in its
sole discretion.
"Incentive Stock Option" means any stock option intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.
"Non-Qualified Stock Option" means any stock option that is not intended to
be an Incentive Stock Option, including any stock option that provides (as of
the time such option is granted) that it will not be treated as an Incentive
Stock Option.
"Parent Corporation" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of the
granting of the option, each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
"Performance Unit Award" means an award granted pursuant to Section 8.
"Plan Year" means the twelve-month period beginning on January 1 and ending
on December 31; provided, that the first Plan Year shall be a short Plan Year
beginning on January 3, 1996, and ending on December 31, 1996.
"Restricted Stock Award" means an award of Common Stock granted pursuant to
Section 9.
"Rule 16b-3" means Rule 16b-3 under the Exchange Act, as in effect from
time to time.
"Stock Appreciation Right" means an award granted pursuant to Section 7.
"Stock Bonus Award" means an award of Common Stock granted pursuant to
Section 10.
"Stock Option" means any option to purchase Common Stock granted pursuant
to Section 6.
"Subsidiary" means (i) as it relates to Incentive Stock Options, any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the option, each
of the corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all
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classes of stock in one of the other corporations in such chain and (ii) for all
other purposes, a corporation, domestic or foreign, of which not less than 50%
of the voting shares are held by the Company or by a Subsidiary, whether or not
such corporation now exists or hereafter is organized or acquired by the Company
or by a Subsidiary.
3. Administration. The Plan shall be administered by a committee
composed solely of two or more members of the Board (the "Committee") selected
by the Board, each of whom shall qualify as a "Non-Employee Director" within the
meaning of Rule 16b-3 and as an "outside director" within the meaning of Section
162(m) of the Code.
The Committee shall have authority to grant to eligible employees of the
Company or its Subsidiaries, pursuant to the terms of the Plan, (a) Stock
Options, (b) Stock Appreciation Rights, (c) Restricted Stock Awards, (d)
Performance Unit Awards, (e) Stock Bonus Awards, or (f) any combination of the
foregoing.
Subject to the applicable provisions of the Plan, the Committee shall have
authority to interpret the provisions of the Plan and to decide all questions of
fact arising in the application of such provisions; to select the officers and
other key employees to whom awards or options shall be granted under the Plan;
to determine whether and to what extent awards or options shall be granted under
the Plan; to determine the types of awards and options to be granted under the
Plan and the amount, size, terms and conditions of each such award or option; to
determine the time when awards or options shall be granted under the Plan; to
determine whether, to what extent and under what circumstances the payment of
Common Stock and other amounts payable with respect to an award granted under
the Plan shall be deferred either automatically or at the election of the
grantee; to determine the Fair Market Value of the Common Stock from time to
time; to authorize persons to execute on behalf of the Company any agreement
required to be entered into under the Plan; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as the
Committee from time to time shall deem advisable; and to make all other
determinations necessary or advisable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all decisions and
determinations made by the Committee pursuant to the provisions of the Plan
shall be made in the sole discretion of the Committee and shall be final and
binding on all persons, including but not limited to the Company and its
Subsidiaries, the officers and other key employees to whom awards and options
are granted under the Plan, the heirs and legal representatives of such officers
and key employees, and the personal representatives and beneficiaries of the
estates of such officers and key employees.
The Committee may delegate to any officer or officers of the Company any of
the Committee's duties, powers, and authorities under the Plan upon such
conditions and with such limitations as the Committee may determine; provided,
that only the Committee may select for awards or options under the Plan, and
make grants of awards or options under the Plan to, officers and other key
employees of the Company or any Subsidiary who are subject to Section 16 of the
Exchange Act at the time of such selection or the making of such a grant.
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4. Common Stock Subject to the Plan. Subject to adjustment pursuant to
Section 19, the maximum number of shares of Common Stock which may be issued
under the Plan on and after May 20, 1999, is the sum of (a) the number of shares
of Common Stock which were subject to outstanding Stock Options as of May 19,
1999, plus (b) the number of shares of Common Stock available for, but not yet
subject to, the grant of an award or option under the Plan as of May 19, 1999,
plus (c) 3,000,000 shares of Common Stock; and the Company shall reserve and
keep available for issuance under the Plan such maximum number of shares,
subject to adjustment pursuant to Section 19. Such shares may consist in whole
or in part of authorized and unissued shares or treasury shares or any
combination thereof. The aggregate number of shares of Common Stock subject to
or issuable in payment of (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Stock Bonus Awards, (iv) Restricted Stock Awards or (v) Performance Unit
Awards granted under the Plan in any Plan Year to any individual may not exceed
480,000, subject to adjustment pursuant to Section 19. Except as otherwise
provided in the Plan, any shares subject to an option or right which expires for
any reason or terminates unexercised as to such shares shall again be available
for the grant of awards or options under the Plan. If any shares of Common
Stock have been pledged as collateral for indebtedness incurred by an optionee
in connection with the exercise of a Stock Option and such shares are returned
to the Company in satisfaction of such indebtedness, then such shares shall
again be available for the grant of awards or options under the Plan.
5. Eligibility to Receive Awards and Options. Awards and options may be
granted under the Plan to those officers and other key employees of the Company
or any Subsidiary who are responsible for or contribute to, or are likely to be
responsible for or contribute to, the management, growth and success of the
Company or any Subsidiary. The granting of an award or option under the Plan to
an officer or other key employee of the Company or any Subsidiary shall
conclusively evidence the Committee's determination that such grantee meets one
or more of the criteria referred to in the preceding sentence. Directors of the
Company or of any Subsidiary who are not employees of the Company or any
Subsidiary shall not be eligible to participate in the Plan.
6. Stock Options. A Stock Option may be an Incentive Stock Option or a
Non-Qualified Stock Option. To the extent that any Stock Option does not
qualify as an Incentive Stock Option, it shall constitute a separate Non-
Qualified Stock Option. Stock Options may be granted alone or in addition to
other awards made under the Plan. Stock Options shall be evidenced by
agreements in such form as the Committee shall approve from time to time. The
agreements shall contain in substance the following terms and conditions and may
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem appropriate:
(a) Type of Option. Each option agreement shall identify the Stock
Option represented thereby as an Incentive Stock Option or a Non-Qualified
Stock Option, as the case may be.
(b) Option Price. The option exercise price per share shall not be
less than the Fair Market Value of the Common Stock on the date the Stock
Option is granted and in no event shall be less than the par value of the
Common Stock.
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(c) Term. Each option agreement shall state the period or periods of
time within which the Stock Option may be exercised, in whole or in part,
which shall be such period or periods of time as the Committee may
determine at the time of the Stock Option grant; provided, that no Stock
Option granted under the Plan shall be exercisable more than ten years
after the date of its grant; and provided further, that each Stock Option
granted under the Plan shall become exercisable one year after the date of
its grant, unless the option agreement specifically provides otherwise.
The Committee shall have authority to accelerate previously established
exercise rights, subject to the requirements set forth in the Plan, under
such circumstances and upon such terms and conditions as the Committee
shall deem appropriate.
(d) Payment for Shares. The Committee may permit all or part of the
payment of the option exercise price to be made (i) in cash, by check or by
wire transfer or (ii) in shares of Common Stock (A) which already are owned
by the optionee and which are surrendered to the Company in good form for
transfer or (B) which are retained by the Company from the shares of the
Common Stock which would otherwise be issued to the optionee upon the
optionee's exercise of the Stock Option. Such shares shall be valued at
their Fair Market Value on the date of exercise of the Stock Option. In
lieu of payment in fractions of shares, payment of any fractional share
amount shall be made in cash or check payable to the Company. The
Committee also may provide that the exercise price may be paid by
delivering a properly executed exercise notice in a form approved by the
Committee together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of the applicable sale or loan proceeds
required to pay the exercise price. No shares of Common Stock shall be
issued to any optionee upon the exercise of a Stock Option until the
Company receives full payment therefor as described above.
(e) Rights upon Termination of Employment. In the event that an
optionee ceases to be employed by the Company and all of its Subsidiaries
for any reason other than such optionee's death or Disability, any rights
of the optionee under any Stock Option then in effect immediately shall
terminate; provided, that the optionee (or the optionee's legal
representative) shall have the right to exercise the Stock Option during
its term within a period of three (3) months after such termination of
employment to the extent that the Stock Option was exercisable at the time
of such termination or within such other period and subject to such other
terms and conditions as may be specified by the Committee. Notwithstanding
the foregoing provisions of this Section 6(e), the optionee (and the
optionee's legal representative) shall not have any rights under any Stock
Option, and the Company shall not be obligated to sell or deliver shares of
Common Stock (or have any other obligation or liability) under any Stock
Option, if the Committee shall determine that (i) the employment of the
optionee with the Company or any Subsidiary has been terminated for cause
or (ii) the optionee has engaged or may engage in employment or activities
competitive with the Company or any Subsidiary or contrary, in the opinion
of the Committee, to the best interests of the Company or any Subsidiary.
In the event of such determination, the optionee (and the optionee's legal
representative) shall have no right under any Stock Option to purchase any
shares of
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Common Stock regardless of whether the optionee (or the optionee's legal
representative) shall have delivered a notice of exercise prior to the
Committee's making of such determination. Any Stock Option may be
terminated entirely by the Committee at the time of or at any time
subsequent to a determination by the Committee under this Section 6(e)
which has the effect of eliminating the Company's obligation to sell or
deliver shares of Common Stock under such Stock Option.
In the event that an optionee ceases to be employed by the Company and
all of its Subsidiaries by reason of such optionee's Disability, prior to
the expiration of a Stock Option and without such optionee's having fully
exercised such Stock Option, such optionee or such optionee's legal
representative shall have the right to exercise such Stock Option during
its term within a period of six (6) months after such termination of
employment to the extent that such Stock Option was exercisable at the time
of such termination or within such other period and subject to such other
terms and conditions as may be specified by the Committee.
In the event that an optionee ceases to be employed by the Company and
all of its Subsidiaries by reason of such optionee's death, prior to the
expiration of a Stock Option and without such optionee's having fully
exercised such Stock Option, the personal representative of such optionee's
estate or the person who acquired the right to exercise such Stock Option
by bequest or inheritance from such optionee shall have the right to
exercise such Stock Option during its term within a period of twelve (12)
months after the date of such optionee's death to the extent that such
Stock Option was exercisable at the time of such death or within such other
period and subject to such other terms and conditions as may be specified
by the Committee.
To the extent that the aggregate Fair Market Value (determined as of the time
the option is granted) of the Common Stock with respect to which Incentive Stock
Options granted under the Plan (and all other plans of the Company and its
Subsidiaries) become exercisable for the first time by any individual in any
calendar year exceeds $100,000, such Stock Options shall be treated as Non-
Qualified Stock Options. No Incentive Stock Option shall be granted to any
employee if, at the time the option is granted, the employee (in his or her own
right or by reason of the attribution rules applicable under Section 424(d) of
the Code) owns more than 10% of the total combined voting power of all classes
of stock of the Company or any Parent Corporation or Subsidiary unless at the
time such option is granted the option price is at least 110% of the Fair Market
Value of the stock subject to such Stock Option and such Stock Option by its
terms is not exercisable after the expiration of five years from the date of its
grant.
7. Stock Appreciation Rights. Stock Appreciation Rights shall enable the
grantees thereof to benefit from increases in the Fair Market Value of shares of
Common Stock and shall be evidenced by agreements in such form as the Committee
shall approve from time to time. The agreements shall contain in substance the
following terms and conditions and may contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem appropriate:
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(a) Award. A Stock Appreciation Right shall entitle the grantee,
subject to such terms and conditions as the Committee may prescribe, to
receive upon the exercise thereof an award equal to all or a portion of the
excess of (i) the Fair Market Value of a specified number of shares of
Common Stock at the time of the exercise of such right over (ii) a
specified price which shall not be less than the Fair Market Value of the
Common Stock at the time the right is granted or, if connected with a
previously granted Stock Option, not less than the Fair Market Value of the
Common Stock at the time such Stock Option was granted. Subject to the
limitations set forth in Section 4, such award may be paid by the Company
in cash, shares of Common Stock (valued at their then Fair Market Value) or
any combination thereof, as the Committee may determine. Stock
Appreciation Rights may be, but are not required to be, granted in
connection with a previously or contemporaneously granted Stock Option. In
the event of the exercise of a Stock Appreciation Right, the number of
shares reserved for issuance under the Plan shall be reduced by the number
of shares covered by the Stock Appreciation Right as to which such exercise
occurs.
(b) Term. Each agreement shall state the period or periods of time
within which the Stock Appreciation Right may be exercised, in whole or in
part, subject to such terms and conditions prescribed for such purpose by
the Committee; provided, that no Stock Appreciation Right shall be
exercisable more than ten years after the date of its grant; and provided
further, that each Stock Appreciation Right granted under the Plan shall
become exercisable one year after the date of its grant, unless the
agreement specifically provides otherwise. The Committee shall have
authority to accelerate previously established exercise rights, subject to
the requirements set forth in the Plan, under such circumstances and upon
such terms and conditions as the Committee shall deem appropriate.
(c) Rights upon Termination of Employment. In the event that a
grantee of a Stock Appreciation Right ceases to be employed by the Company
and all of its Subsidiaries for any reason other than such grantee's death
or Disability, any rights of the grantee under any Stock Appreciation Right
then in effect immediately shall terminate; provided, that the grantee (or
the grantee's legal representative) shall have the right to exercise the
Stock Appreciation Right during its term within a period of three (3)
months after such termination of employment to the extent that the Stock
Appreciation Right was exercisable at the time of such termination or
within such other period and subject to such other terms and conditions as
may be specified by the Committee. Notwithstanding the foregoing
provisions of this Section 7(c), the grantee (and the grantee's legal
representative) shall not have any rights under any Stock Appreciation
Right, and the Company shall not be obligated to pay or deliver any cash,
Common Stock or any combination thereof (or have any other obligation or
liability) under any Stock Appreciation Right, if the Committee shall
determine that (i) the employment of the grantee with the Company or any
Subsidiary has been terminated for cause or (ii) the grantee has engaged or
may engage in employment or activities competitive with the Company or any
Subsidiary or contrary, in the opinion of the Committee, to the best
interests of the Company or any Subsidiary. In the event of such
determination, the grantee (and the grantee's legal representative) shall
have no right under any Stock
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Appreciation Right regardless of whether the grantee (or the grantee's
legal representative) shall have delivered a notice of exercise prior to
the Committee's making of such determination. Any Stock Appreciation Right
may be terminated entirely by the Committee at the time of or at any time
subsequent to a determination by the Committee under this Section 7(c)
which has the effect of eliminating the Company's obligations under such
Stock Appreciation Right.
In the event that a grantee of a Stock Appreciation Right ceases to be
employed by the Company and all of its Subsidiaries by reason of such
grantee's Disability, prior to the expiration of a Stock Appreciation Right
and without such grantee's having fully exercised such Stock Appreciation
Right, such grantee or such grantee's legal representative shall have the
right to exercise such Stock Appreciation Right during its term within a
period of six (6) months after such termination of employment to the extent
that such Stock Appreciation Right was exercisable at the time of such
termination or within such other period and subject to such other terms and
conditions as may be specified by the Committee.
In the event that a grantee ceases to be employed by the Company and
all of its Subsidiaries by reason of such grantee's death, prior to the
expiration of a Stock Appreciation Right and without such grantee's having
fully exercised such Stock Appreciation Right, the personal representative
of the grantee's estate or the person who acquired the right to exercise
such Stock Appreciation Right by bequest or inheritance from such grantee
shall have the right to exercise such Stock Appreciate Right during its
term within a period of twelve (12) months after the date of such grantee's
death to the extent that such Stock Appreciation Right was exercisable at
the time of such death or within such other period and subject to such
other terms and conditions as may be specified by the Committee.
8. Performance Unit Awards. Performance Unit Awards shall entitle the
grantees thereof to receive future payments based upon and subject to the
achievement of preestablished long-term performance targets and shall be
evidenced by agreements in such form as the Committee shall approve from time to
time. The agreements shall contain in substance the following terms and
conditions and may contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
appropriate:
(a) Performance Period. The Committee shall establish with respect to
each Performance Unit Award a performance period of not fewer than two
years nor more than five years.
(b) Unit Value. The Committee shall establish with respect to each
Performance Unit Award a value for each unit which shall not change
thereafter or which may vary thereafter on the basis of criteria specified
by the Committee.
(c) Performance Targets. The Committee shall establish with respect
to each Performance Unit Award maximum and minimum performance targets to
be achieved during the applicable performance period. The achievement of
the maximum targets
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shall entitle a grantee to payment with respect to the full value of a
Performance Unit Award. The achievement of less than the maximum targets,
but in excess of the minimum targets, shall entitle a grantee to payment
with respect to a portion of a Performance Unit Award according to the
level of achievement of the applicable targets as specified by the
Committee. To the extent the Committee deems necessary or appropriate to
protect against the loss of deductibility pursuant to Section 162(m) of the
Code, such targets shall be established in conformity with the requirements
of Section 162(m) of the Code.
(d) Performance Measures. Performance targets established by the
Committee shall relate to corporate, division, subsidiary, group or unit
performance in terms of objective financial criteria or performance goals
which satisfy the requirements of Section 162(m) of the Code or, with
respect to grantees not subject to Section 162(m) of the Code, such other
measures or standards of performance as the Committee may determine.
Multiple targets may be used and may have the same or different weighting,
and the targets may relate to absolute performance or relative performance
measured against other companies, businesses or indexes.
(e) Adjustments. At any time prior to the payment of a Performance
Unit Award, the Committee may adjust previously established performance
targets or other terms and conditions of such Performance Unit Award,
including the Company's or another company's financial performance for Plan
purposes, in order to reduce or eliminate, but not to increase, the payment
with respect to a Performance Unit Award that otherwise would be due upon
the attainment of such previously established performance targets. Such
adjustments shall be made to reflect major unforeseen events such as
changes in laws, regulations or accounting practices, mergers, acquisitions
or divestitures or other extraordinary, unusual or nonrecurring items or
events.
(f) Payment of Performance Unit Awards. Upon the conclusion of each
performance period, the Committee shall determine the extent to which the
applicable performance targets have been attained and any other terms and
conditions have been satisfied for such period and shall provide such
certification thereof as may be necessary to satisfy the requirements of
Section 162(m) of the Code. The Committee shall determine what, if any,
payment is due on a Performance Unit Award and, subject to the limitations
set forth in Section 4, whether such payment shall be made in cash, shares
of Common Stock (valued at their then Fair Market Value) or a combination
thereof. Payment of a Performance Unit Award shall be made in a lump sum or
in installments, as determined by the Committee, commencing as promptly as
practicable after the end of the performance period unless such payment is
deferred upon such terms and conditions as may be specified by the
Committee.
(g) Termination of Employment. In the event that a grantee of a
Performance Unit Award ceases to be employed by the Company and all of its
Subsidiaries for any reason other than such grantee's death or Disability,
any rights of such grantee under any Performance Unit Award then in effect
whose performance period has not ended shall terminate immediately;
provided, that the Committee may authorize the partial payment
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of any such Performance Unit Award if the Committee determines such action
to be equitable.
In the event that a grantee of a Performance Unit Award ceases to be
employed by the Company and all of its Subsidiaries by reason of such
grantee's death or Disability, any rights of such grantee under any
Performance Unit Award then in effect whose performance period has not
ended shall terminate immediately; provided, that the Committee may
authorize the payment to such grantee or such grantee's legal
representative of all or any portion of such Performance Unit Award to the
extent earned under the applicable performance targets, even though the
applicable performance period has not ended, upon such terms and conditions
as may be specified by the Committee.
9. Restricted Stock Awards. Restricted Stock Awards shall consist of
shares of Common Stock restricted against transfer, subject to a substantial
risk of forfeiture and to other terms and conditions intended to further the
purpose of the Plan as the Committee may determine, and shall be evidenced by
agreements in such form as the Committee shall approve from time to time. The
agreements shall contain in substance the following terms and conditions and may
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem appropriate:
(a) Restriction Period. The Common Stock covered by Restricted Stock
Awards shall be subject to the applicable restrictions established by the
Committee over such period as the Committee shall determine. To the extent
the Committee deems necessary or appropriate to protect against the loss of
deductibility pursuant to Section 162(m) of the Code, Restricted Stock
Awards also may be subject to the attainment of one or more preestablished
performance objectives which relate to corporate, subsidiary, division,
group or unit performance in terms of objective financial criteria or
performance goals which satisfy the requirements of Section 162(m) of the
Code; provided, that any such preestablished financial criteria or
performance goals subsequently may be adjusted by the Committee to reduce
or eliminate, but not to increase, a Restricted Stock Award in order to
take into account unforeseen events or changes in circumstances.
(b) Restriction upon Transfer. Shares of Common Stock covered by
Restricted Stock Awards may not be sold, assigned, transferred, exchanged,
pledged, hypothecated or otherwise encumbered, except as provided in the
Plan or in any Restricted Stock Award agreement entered into between the
Company and a grantee, during the restriction period applicable to such
shares. Notwithstanding the foregoing provisions of this Section 9(b), and
except as otherwise provided in the Plan or the applicable Restricted Stock
Award agreement, a grantee of a Restricted Stock Award shall have all of
the other rights of a holder of Common Stock including but not limited to
the right to receive dividends and the right to vote such shares.
(c) Payment. The Committee shall determine the amount, form and time
of payment, if any, that shall be required from the grantee of a Restricted
Stock Award in consideration of the issuance and delivery of the shares of
Common Stock covered by such Restricted Stock Award.
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(d) Certificates. Each certificate issued in respect of shares of
Common Stock covered by a Restricted Stock Award shall be registered in the
name of the grantee and shall bear the following legend (in addition to any
other legends which may be appropriate):
"This certificate and the shares of stock
represented hereby are subject to the terms and
conditions (including forfeiture provisions and
restrictions against transfer) contained in the CSG
Systems International, Inc. 1996 Stock Incentive
Plan and a Restricted Stock Award Agreement entered
into between the registered owner and CSG Systems
International, Inc. Release from such terms and
conditions may be obtained only in accordance with
the provisions of such Plan and Agreement, a copy of
each of which is on file in the office of the
Secretary of CSG Systems International, Inc."
The Committee may require the grantee of a Restricted Stock Award to enter
into an escrow agreement providing that the certificates representing the
shares covered by such Restricted Stock Award will remain in the physical
custody of an escrow agent until all restrictions are removed or expire.
The Committee also may require that the certificates held in such escrow be
accompanied by a stock power, endorsed in blank by the grantee, relating to
the Common Stock covered by such certificates.
(e) Lapse of Restrictions. Except for preestablished performance
objectives established with respect to Restricted Stock Awards to grantees
subject to Section 162(m) of the Code, the Committee may provide for the
lapse of restrictions applicable to Common Stock subject to Restricted
Stock Awards in installments and may waive such restrictions in whole or in
part based upon such factors and such circumstances as the Committee shall
determine. Upon the lapse of such restrictions, certificates for shares of
Common Stock, free of the restrictive legend set forth in Section 9(c),
shall be issued to the grantee or the grantee's legal representative. The
Committee shall have authority to accelerate the expiration of the
applicable restriction period with respect to all or any portion of the
shares of Common Stock covered by a Restricted Stock Award except, with
respect to grantees subject to Section 162(m) of the Code, to the extent
such acceleration would result in the loss of the deductibility of such
Restricted Stock Award pursuant to Section 162(m) of the Code.
(f) Termination of Employment. In the event that a grantee of a
Restricted Stock Award ceases to be employed by the Company and all of its
Subsidiaries for any reason, any rights of such grantee with respect to
shares of Common Stock that remain subject to restrictions under such
Restricted Stock Award shall terminate immediately, and any shares of
Common Stock covered by a Restricted Stock Award with unlapsed restrictions
shall be subject to reacquisition by the Company upon the terms set forth
in the applicable agreement with such grantee. The Committee may provide
for complete or partial exceptions to such employment requirement if the
Committee determines such action to be equitable.
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10. Stock Bonus Awards. The Committee may grant a Stock Bonus Award to an
eligible grantee under the Plan based upon corporate, division, subsidiary,
group or unit performance in terms of preestablished objective financial
criteria or performance goals or, with respect to participants not subject to
Section 162(m) of the Code, such other measures or standards of performance
(including but not limited to performance already accomplished) as the Committee
may determine; provided, that any such preestablished financial criteria or
performance goals subsequently may be adjusted to reduce or eliminate, but not
to increase, a Stock Bonus Award in order to take into account unforeseen events
or changes in circumstances.
If appropriate in the sole discretion of the Committee, Stock Bonus Awards
shall be evidenced by agreements in such form as the Committee shall approve
from time to time. In addition to any applicable performance goals or standards
and subject to the terms of the Plan, shares of Common Stock which are the
subject of a Stock Bonus Award may be (i) subject to additional restrictions
(including but not limited to restrictions on transfer) or (ii) granted directly
to a grantee free of any restrictions, as the Committee shall deem appropriate.
11. General Restrictions. Each award or grant under the Plan shall be
subject to the requirement that if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any governmental regulatory
body, or (iii) an agreement by the grantee of an award or grant with respect to
the disposition of the shares of Common Stock subject or related thereto is
necessary or desirable as a condition of, or in connection with, such award or
grant or the issuance or purchase of shares of Common Stock thereunder, then
such award or grant may not be consummated and any rights thereunder may not be
exercised in whole or in part unless such listing, registration, qualification,
consent, approval or agreement shall have been effected or obtained upon
conditions acceptable to the Committee. Awards or grants under the Plan shall
be subject to such additional terms and conditions, not inconsistent with the
Plan, as the Committee in its sole discretion deems necessary or desirable,
including but not limited to such terms and conditions as are necessary to
enable a grantee to avoid any short-swing profit recapture liability under
Section 16 of the Exchange Act.
12. Single or Multiple Agreements. Multiple forms of awards or grants or
combinations thereof may be evidenced either by a single agreement or by
multiple agreements, as determined by the Committee.
13. Rights of a Stockholder. Unless otherwise provided by the Plan, the
grantee of any award or grant under the Plan shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock subject or
related to such award or grant unless and until certificates for such shares of
Common Stock are issued to such grantee.
14. No Right to Continue Employment. Nothing in the Plan or in any
agreement entered into pursuant to the Plan shall confer upon any grantee the
right to continue in the employment of the Company or any Subsidiary or affect
any right which the Company or any Subsidiary may have to terminate the
employment of any grantee with or without cause.
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15. Withholding. The Company's obligation to (i) deliver shares of Common
Stock or pay cash upon the exercise of any Stock Option or Stock Appreciation
Right, (ii) deliver shares of Common Stock or pay cash in payment of any
Performance Unit Award, (iii) deliver stock certificates upon the vesting of any
Restricted Stock Award, and (iv) deliver shares of Common Stock upon the grant
of any Stock Bonus Award shall be subject to applicable federal, state and local
tax withholding requirements. In the discretion of the Committee, amounts
required to be withheld for taxes may be paid by the grantee in cash or shares
of Common Stock (either through the surrender of previously held shares of
Common Stock or the withholding of shares of Common Stock otherwise issuable
upon the exercise or payment of such Stock Option, Stock Appreciation Right or
Award) having a Fair Market Value equal to the required tax withholding amount
and upon such other terms and conditions as the Committee shall determine;
provided, that any election by a grantee subject to Section 16(b) of the
Exchange Act to pay any tax withholding in shares of Common Stock shall be
subject to and must comply with any applicable rules under Section 16(b) of the
Exchange Act.
16. Indemnification. No member of the Board or the Committee, nor any
officer or employee of the Company or a Subsidiary acting on behalf of the Board
or the Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan; and all
members of the Board or the Committee and each and any officer or employee of
the Company or any Subsidiary acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.
17. Non-Assignability. No award or grant under the Plan shall be
assignable or transferable by the recipient thereof except by will, by the laws
of descent and distribution or, in the case of awards or grants other than
Incentive Stock Options, pursuant to a qualified domestic relations order or by
such other means (if any) as the Committee may approve from time to time with
respect to holders whose transactions in the Common Stock are not subject to
Section 16(b) of the Exchange Act. No right or benefit under the Plan shall in
any manner be subject to the debts, contracts, liabilities or torts of the
person entitled to such right or benefit.
18. Nonuniform Determinations. The Committee's determinations under the
Plan (including but not limited to determinations of the persons to receive
awards or grants, the form, amount and timing of such awards or grants, the
terms and provisions of such awards or grants and the agreements evidencing them
and the establishment of values and performance targets) need not be uniform and
may be made by the Committee selectively among the persons who receive, or are
eligible to receive, awards or grants under the Plan, whether or not such
persons are similarly situated.
19. Adjustments. In the event of any change in the outstanding shares of
Common Stock, by reason of a stock dividend or distribution, stock split,
recapitalization, merger, reorganization, consolidation, split-up, spin-off,
combination of shares, exchange of shares or other change in corporate structure
affecting the Common Stock, the Committee shall make appropriate adjustments in
(a) the aggregate number of shares of Common Stock (i) reserved for issuance
under the Plan, (ii) for which grants or awards may be made to an individual
grantee
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and (iii) covered by outstanding awards and grants denominated in shares or
units of Common Stock, (b) the exercise or other applicable price related to
outstanding awards or grants and (c) the appropriate Fair Market Value and other
price determinations relevant to outstanding awards or grants and shall make
such other adjustments as may be equitable under the circumstances; provided,
that the number of shares subject to any award or grant always shall be a whole
number.
20. Terms of Payment. Subject to any other applicable provisions of the
Plan and to any applicable laws, whenever payment by a grantee is required with
respect to shares of Common Stock which are the subject of an award or grant
under the Plan, the Committee shall determine the time, form and manner of such
payment, including but not limited to lump-sum payments and installment payments
upon such terms and conditions as the Committee may prescribe. Installment
payment obligations of a grantee may be evidenced by full-recourse, limited-
recourse or non-recourse promissory notes or other instruments, with or without
interest and with or without collateral or other security as the Committee may
determine.
21. Termination and Amendment. The Board may terminate the Plan or amend
the Plan or any portion thereof at any time, including but not limited to
amendments to the Plan necessary to comply with the requirements of Section
16(b) of the Exchange Act, Section 162(m) of the Code, Section 422 of the Code
or regulations issued under any of such statutory provisions. The termination
or any amendment of the Plan shall not, without the consent of a grantee,
adversely affect such grantee's rights under an award or grant previously made
to such grantee under the Plan. The Committee may amend the terms of any award
or grant previously made under the Plan, prospectively or retroactively; but,
except as otherwise expressly permitted by the Plan and subject to the
provisions of Section 19, no such amendment shall adversely affect the rights of
the grantee of such award or grant without such grantee's consent.
Notwithstanding the foregoing provisions of this Section 21, stockholder
approval of any action referred to in this Section 21 shall be required whenever
necessary to satisfy the applicable requirements of Section 16(b) of the
Exchange Act, Section 162(m) of the Code, Section 422 of the Code or any
regulations issued under any of such statutory provisions.
22. Severability. With respect to participants subject to Section 16 of
the Exchange Act, (i) the Plan is intended to comply with all applicable
conditions of Rule 16b-3 or any successor to such rule, (ii) all transactions
involving grantees who are subject to Section 16(b) of the Exchange Act are
subject to such conditions, regardless of whether the conditions are expressly
set forth in the Plan and (iii) any provision of the Plan that is contrary to a
condition of Rule 16b-3 shall not apply to grantees who are subject to Section
16(b) of the Exchange Act. If any of the terms or provisions of the Plan, or
awards or grants made under the Plan, conflict with the requirements of Section
162(m) or Section 422 of the Code with respect to awards or grants subject to or
governed by Section 162(m) or Section 422 of the Code, as the case may be, then
such terms or provisions shall be deemed inoperative to the extent they so
conflict with the requirements of Section 162(m) or Section 422 of the Code, as
the case may be. With respect to an Incentive Stock Option, if the Plan does not
contain any provision required to be included in the Plan under Section 422 of
the Code (as amended from time to time) or any successor to such section, then
such provision shall be deemed to be incorporated in the Plan with the same
force and effect as if such provision had been expressly set out in the Plan.
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23. Effect on Other Plans. Participation in the Plan shall not affect an
employee's eligibility to participate in any other benefit or incentive plan of
the Company or any Subsidiary. Any awards made pursuant to the Plan shall not be
taken into account in determining the benefits provided or to be provided under
any other plan of the Company or any Subsidiary unless otherwise specifically
provided in such other plan.
24. Term of Plan. The Plan shall become effective on January 3, 1996, and
shall terminate for purposes of further grants on the first to occur of (i)
December 31, 2005, or (ii) the effective date of the termination of the Plan by
the Board pursuant to Section 21. No awards or options may be granted under the
Plan after the termination of the Plan, but such termination shall not affect
any awards or options outstanding at the time of such termination or the
authority of the Committee to continue to administer the Plan apart from the
making of further grants.
25. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of Delaware.
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