EXHIBIT 10.1
AMENDED AND RESTATED U.S. MONOLITHICS, L.L.C.
2000 INCENTIVE PLAN
ARTICLE 1: PURPOSE
1.1 GENERAL. The U.S. Monolithics, L.L.C. 2000 Unit Incentive Plan (the
"USM Plan") was originally adopted by U.S. Monolithics, L.L.C. ("USM") for the
benefit of its eligible employees. ViaSat, Inc., a Delaware corporation (the
"Company") purchased all of the outstanding equity securities of USM and in such
transaction assumed the USM Plan and the options granted thereunder. Pursuant to
such assumption, all options granted under the USM Plan were converted into
options to purchase Common Stock of the Company. The purpose of the Company's
assumption of the USM Plan and of the Plan is to promote the success, and
enhance the value, of the Company by linking the personal interests of the
employees of, and consultants and advisors to, the Company and the Company's
Subsidiaries such as USM to those of the Company and by providing such
individuals with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of employees of, and consultants and advisors
to, the Company and its Subsidiaries, including USM upon whose judgment,
interest, and special effort the successful conduct of the Company's operation
is largely dependent.
ARTICLE 2: EFFECTIVE DATE
2.1 EFFECTIVE DATE. The Plan was originally effective as of August 1,
2000. This amendment and restatement of the Plan is effective as of January 4,
2002.
ARTICLE 3: DEFINITIONS AND CONSTRUCTION
3.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context. The following words and phrases shall have the following meanings:
(a) "Award" means any Option or Restricted Common Stock Award
granted to a Participant under the Plan.
(b) "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.
(c) "Cause" means (except as otherwise provided in an Award
Agreement) if the Committee, in its reasonable and good faith
discretion, determines that the employee, consultant, or advisor (i) has
developed or pursued interests substantially adverse to the Company,
(ii) materially breached any employment, engagement, or confidentiality
agreement or otherwise failed to satisfactorily discharge his or her
duties, (iii) has not devoted all or substantially all of his or her
business time, effort and attention to the affairs of the Company (or
such lesser amount pursuant to the Participant's position or as
agreed to by the Company), (iv) is convicted of a felony involving moral
turpitude, or (v) has engaged in activities or omissions that are
detrimental to the well-being of the Company.
(d) "Change of Control" means any of the following:
(1) any merger of the Company in which the Company is
not the continuing or surviving entity, or pursuant to which Common
Stock would be converted into cash, securities, or other property other
than a merger of the Company in which the holders of the Common Stock
immediately prior to the merger have the same proportionate ownership of
beneficial interest of Common Stock or other voting securities of the
surviving entity immediately after the merger;
(2) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of assets or earning
power aggregating more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole), other than pursuant to
a sale-leaseback, structured finance or other form of financing
transaction;
(3) the shareholders of the Company approve any plan or
proposal for liquidation or dissolution of the Company; or
(4) any person (as such term is used in Section 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than the Company or affiliate thereof or any
employee benefit plan of the Company or any subsidiary of the Company or
any entity holding equity securities of the Company for or pursuant to
the terms of any such employee benefit plan in its role as an agent or
trustee for such plan, shall become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the
Company's outstanding voting equity securities.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Compensation Committee of the Board of
Directors of the Company.
(g) "Common Stock" means shares of common stock, par value
$.0001 per share, of the Company.
(h) "Disability" shall mean any illness or other physical or
mental condition of a Participant which renders the Participant
incapable of performing his customary and usual duties for the Company,
or any medically determinable illness or other physical or mental
condition resulting from a bodily injury, disease or mental disorder
which in the judgment of the Committee is permanent and continuous in
nature. The Committee may require such medical or other evidence, as it
deems necessary to judge the nature and permanency of the Participant's
condition.
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(i) "Fair Market Value" of a share of Common Stock as of a given
date shall be (i) the closing price of a share of Common Stock on the
principal exchange on which shares of Common Stock are then trading, if
any (or as reported on any composite index which includes such principal
exchange), on the trading day previous to such date, or if shares were
not traded on the trading day previous to such date, then on the next
preceding date on which a trade occurred, or (ii) if Common Stock is not
traded on an exchange but is quoted on NASDAQ or a successor quotation
system, the mean between the closing representative bid and asked prices
for the Common Stock on the trading day previous to such date as
reported by NASDAQ or such successor quotation system; or (iii) if
Common Stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the Fair Market Value of a share
of Common Stock as established by the Committee acting in good faith.
(j) "Option" means a right granted to a Participant under
Article 7 of the Plan to purchase Common Stock at a specified price
during specified time periods.
(k) "Participant" means a person who, as an employee of, or a
consultant or advisor to, the Company or any Subsidiary, has been
granted an Award under the Plan.
(l) "Restricted Common Stock Award" means Common Stock granted
to a Participant under Article 8 that are subject to certain
restrictions.
(m) "Plan" means the Amended and Restated U.S. Monolithics,
L.L.C. 2000 Incentive Plan.
(n) "Subsidiary" means any corporation of which a majority of
the outstanding voting power is beneficially owned directly or
indirectly by the Company.
ARTICLE 4: ADMINISTRATION
4.1 COMMITTEE. The Plan shall be administered by the Committee.
4.2 ACTION BY THE COMMITTEE. A majority of the Committee shall
constitute a quorum. The acts of a majority of the Committee present at any
meeting at which a quorum is present and acts approved in writing and signed by
all members of the Committee in lieu of a meeting shall be deemed the acts of
the Committee. The Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to the Committee by any other employee of
the Company or any Subsidiary, the Company's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.
4.3 AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:
(a) Designate Participants to receive Awards;
(b) Determine the type or types of Awards to be granted to each
Participant;
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(c) Determine the number of Awards to be granted and the number
of shares of Common Stock to which an Award will relate;
(d) Determine the terms and conditions of any Award granted
under the Plan including but not limited to, the exercise price, grant
price, or purchase price, any restrictions or limitations on the Award,
any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, based
in each case on such considerations as the Committee in its sole
discretion determine;
(e) Amend, modify, or terminate any outstanding Award with the
Participant's consent unless the Committee has the authority to amend,
modify, or terminate an Award without the Participant's consent under
any other provision of the Plan;
(f) Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price of an
Award may be paid in, cash, or other property, or an Award may be
canceled, forfeited, or surrendered;
(g) Prescribe the form of each Award Agreement, which need not
be identical for each Participant;
(h) Decide all other matters that must be determined in
connection with the Plan and an Award;
(i) Establish, adopt, or revise any rules and regulations as it
may deem necessary or advisable to administer the Plan; and
(j) Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary or advisable
to administer the Plan.
4.4 DECISIONS BINDING. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.
ARTICLE 5: COMMON STOCK SUBJECT TO THE PLAN
5.1 NUMBER OF SHARES. Subject to adjustment provided in Section 10.1,
the aggregate number of shares of Common Stock reserved and available for grant
under the Plan shall be 203,000.
5.2 LAPSED AWARDS. To the extent that an Award terminates, expires, or
lapses for any reason, any Common Stock subject to the Award will again be
available for the grant of an Award under the Plan will be available for the
grant of an Award under the Plan.
ARTICLE 6: ELIGIBILITY AND PARTICIPATION
6.1 ELIGIBILITY.
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(a) GENERAL. Persons eligible to participate in this Plan
include all employees of, and consultants and advisors to, the Company
or a Subsidiary, as determined by the Committee.
(b) FOREIGN PARTICIPANTS. In order to assure the viability of
Awards granted to Participants employed in foreign countries, the
Committee may provide for such special terms as it may consider
necessary or appropriate to accommodate differences in local law, tax
policy, or custom. Moreover, the Committee may approve such supplements
to, or amendments, restatements, or alternative versions of the Plan as
it may consider necessary or appropriate for such purposes without
thereby affecting the terms of the Plan as in effect for any other
purpose; provided, however, that no such supplements, amendments,
restatements, or alternative versions shall increase the share
limitations contained in Section 5.1 of the Plan.
6.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from among all eligible individuals,
those to whom Awards shall be granted and shall determine the nature and amount
of each Award. No individual shall have any right to be granted an Award under
this Plan.
ARTICLE 7: OPTIONS
7.1 GENERAL. The Committee is authorized to grant Options to purchase
Common Stock to Participants on the following terms and conditions:
(a) EXERCISE PRICE. The exercise price per share of Common Stock
under an Option shall be determined by the Committee and set forth in
the Award Agreement. It is the intention under the Plan that the
exercise price for any Option shall not be less than the Fair Market
Value as of the date of grant; provided, however that the Committee may,
in its discretion, grant an Option with an exercise price per share of
Common Stock of less than Fair Market Value on the date of grant.
(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall
determine the time or times at which an Option may be exercised in whole
or in part. The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an
Option may be exercised.
(c) PAYMENT. The Committee shall determine the methods by which
the exercise price of an Option may be paid, the form of payment,
including, without limitation, cash, promissory note, or other property
and the methods by which Common Stock shall be delivered or deemed to be
delivered to Participants.
(d) EVIDENCE OF GRANT. All Options shall be evidenced by a
written Award Agreement between the Company and the Participant. The
Award Agreement shall include such additional provisions as may be
specified by the Committee.
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ARTICLE 8: RESTRICTED COMMON STOCK AWARDS
8.1 GRANT OF RESTRICTED COMMON STOCK. The Committee is authorized to
make Restricted Common Stock Awards to Participants in such amounts and subject
to such terms and conditions as may be selected by the Committee. All Restricted
Common Stock Awards shall be evidenced by a Restricted Common Stock Award
agreement.
8.2 ISSUANCE AND RESTRICTIONS. Common Stock granted under this Article 8
shall be subject to such restrictions on transferability and other restrictions
as the Committee may impose (including, without limitation, limitations on the
right to vote). These restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Restricted Common Stock
Award or thereafter.
8.3 FORFEITURE. Except as otherwise determined by the Committee at the
time of the grant of the Restricted Common Stock Award or thereafter, upon
termination of employment during the applicable restriction period for any
reason, the shares of Common Stock that are at that time subject to restrictions
will be forfeited; provided, however, that the Committee may provide in any
Restricted Common Stock Award Agreement that restrictions or forfeiture
conditions relating to such Common Stock will be waived in whole or in part in
the event of terminations resulting from specified causes, and the Committee may
in other cases waive in whole or in part restrictions or forfeiture conditions
relating to such Common Stock.
8.4 LEGEND. In order to enforce the restrictions imposed upon shares of
Restricted Common Stock Awards hereunder, the Committee shall cause a legend or
legends to be placed on certificates representing all shares of Restricted
Common Stock Awards that are still subject to restrictions under Restricted
Common Stock Award agreements, which legend or legends shall make appropriated
reference to the conditions imposed thereby.
ARTICLE 9: PROVISIONS APPLICABLE TO AWARDS
9.1 STAND-ALONE AND TANDEM AWARDS. Awards granted under the Plan may, in
the discretion of the Committee, be granted either alone or in addition to or in
tandem with any other Award granted under the Plan. Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or
at a different time from the grant of such other Awards.
9.2 EXCHANGE PROVISIONS. The Committee may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Common Stock, or
another Award (subject to Section 9.1), based on the terms and conditions the
Committee determines and communicates to the Participant at the time the offer
is made.
9.3 TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee.
9.4 FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be made by the
Company or a Subsidiary on the grant or exercise of an Award may be made in such
forms as the Committee
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determines at or after the time of grant, including without limitation, cash,
promissory note, other Awards, or other property, or any combination, and may be
made in a single payment or transfer, in installments, or on a deferred basis,
in each case determined in accordance with rules adopted by, and at the
discretion of, the Committee.
9.5 LIMITS ON TRANSFER. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided by the Committee or as
otherwise provided in this Plan or in the applicable Award Agreement, no Award
shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution.
9.6 BENEFICIARIES. Notwithstanding Section 9.5, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If the Participant is married, a designation of a person other
than the Participant's spouse as his beneficiary with respect to more than 50%
of the Participant's interest in the Award shall not be effective without the
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto under the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Committee.
9.7 ACCELERATION UPON A CHANGE OF CONTROL. If a Change of Control
occurs, all outstanding Awards shall become fully exercisable and all
restrictions on outstanding Awards shall lapse. Upon, or in anticipation of,
such an event, the Committee may cause every Award outstanding hereunder to
terminate at a specific time in the future and shall give each Participant the
right to exercise Awards during a period of time as the Committee, in its sole
and absolute discretion, shall determine.
ARTICLE 10: CHANGES IN CAPITAL STRUCTURE
10.1 GENERAL. In the event the Common Stock shall be changed into or
exchanged for a different number or class of stock or other equity instrument,
or of another corporation, whether through reorganization, recapitalization,
split-up, combination, merger, or consolidation, the Committee has the authority
to substitute for each such share of Common Stock then subject to each Award the
number and class of stock into which each outstanding share of Common Stock
shall be so exchanged, all without any change in the aggregate purchase price
for the Common Stock then subject to each Award.
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ARTICLE 11: AMENDMENT, MODIFICATION AND TERMINATION
11.1 AMENDMENT, MODIFICATION AND TERMINATION. With the approval of the
Board of Directors of the Company, at any time and from time to time, the
Committee may terminate, amend or modify the Plan; provided, however, that to
the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required.
11.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant.
ARTICLE 12: GENERAL PROVISIONS
12.1 NO RIGHTS TO AWARDS. No Participant, employee, or other person
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants, employees, and
other persons uniformly.
12.2 NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the
rights of a stockholder of the Company unless and until Common Stock is in fact
issued to such person in connection with such Award.
12.3 WITHHOLDING. The Company or any Subsidiary shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy Federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any taxable event arising as a result of this Plan.
12.4 NO RIGHT TO EMPLOYMENT. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary.
12.5 UNFUNDED STATUS OF AWARDS. The Plan is intended to be an "unfunded"
plan for incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.
12.6 INDEMNIFICATION. To the extent allowable under applicable law, each
member of the Committee or of the Board of Directors of the Company shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act under the Plan and against and from any and all
amounts paid by him or her in satisfaction of judgment in such action, suit, or
proceeding against him or her provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own
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behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.
12.7 RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the
Company or any Subsidiary.
12.8 EXPENSES. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.
12.9 TITLES AND HEADINGS. The titles and headings of the Sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
12.10 FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.
12.11 SECURITIES LAW COMPLIANCE. With respect to any person who is, on
the relevant date, obligated to file reports under Section 16 of the Exchange
Act, transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Committee fails to so comply, it
shall be void to the extent permitted by law and voidable as deemed advisable by
the Committee.
12.12 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to
make payment of awards in Common Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register under the Securities Act, any of the shares of Common Stock paid under
the Plan. If the shares paid under the Plan may in certain circumstances be
exempt from registration under the Securities Act, the Company may restrict the
transfer of such shares in such manner as it deems advisable to ensure the
availability of any such exemption.
12.13 GOVERNING LAW. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Arizona.
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