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Exhibit 10.10
BBN CORPORATION
1996 RESTRICTED STOCK PLAN
I. Purpose. The purpose of this 1996 Restricted Stock Plan (the "Plan")
is to advance the interests of BBN Corporation (the "Company") and its
subsidiaries by enhancing the Company's ability to reward officers and directors
for their contributions to the success of the Company and its subsidiaries, and
to create an incentive for their efforts to increase the profitability of the
Company and its subsidiaries.
II. Effective Date. This Plan shall become effective on the later of
(i) August 15, 1996 or (ii) the date on which it is approved by the Board of
Directors of the Company. Awards may thereafter be made pursuant to the terms of
this Plan until September 15, 1996.
III. Administration of the Plan. The Plan shall be administered by the
Compensation and Stock Option Committee of the Board of Directors of the Company
(the "Board") or by such other committee as the Board shall appoint from among
its members and designate to administer the Plan (the "Committee"). The
Committee shall be authorized, subject to the express provisions of this Plan,
to adopt, amend, and rescind rules for the administration of the Plan and its
own proceedings, and to take all action necessary or appropriate to administer
the Plan, to interpret its provisions, and to decide all questions and resolve
all disputes which may arise in connection therewith. Such determinations of the
Committee shall be conclusive and shall bind all parties. The Committee shall
consist of not fewer than two members of the Board, all of whom shall be
"non-employee directors" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act").
IV. Eligibility. Officers and directors of the Company or its
subsidiaries shall be eligible to receive awards pursuant to the Plan
("Awards"). Receipt of an Award shall not preclude an individual from receiving
additional awards under any other plan of the Company.
V. Shares Subject to Plan. Awards made pursuant to the Plan shall
consist of shares of the Company's Common Stock, par value $1.00 per share (the
"Shares"). Shares awarded pursuant to the Plan shall in the discretion of the
Committee be authorized but unissued Shares or Shares held in treasury. The
aggregate number of Shares which may be issued under this Plan shall not exceed
50,000, subject to adjustment by the Committee in the event of a stock dividend,
stock split, combination of Shares, recapitalization, or other change in the
Company's Common Stock.
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VI. Terms and Conditions of the Plan.
A. Grant of Awards.
Subject to the express provisions of this Plan, the Committee
shall have the sole authority and discretion (i) to make Awards to such eligible
employees and directors as the Committee shall select at such times prior to
August 31, 1996 as the Committee shall determine; and (ii) to determine the size
of each such Award and the terms and conditions thereof (including any
provisions relating to forfeiture in addition to those required herein). In
making an Award, the Committee may require a cash or other payment from the
person to whom an Award is made (the "Recipient"), unless it shall determine
that the consideration from the Recipient to the Company for services rendered
in excess of the compensation otherwise paid to the Recipient prior to or at the
time of the Award is at least equal to the par value of the authorized but
unissued Shares being issued. Each Recipient shall, as a condition of receiving
any Award hereunder, enter into a Restricted Stock Agreement with the Company
setting forth the terms and conditions of the Award, including the requirement
that the Shares are to be offered back to the Company if the Recipient's
employment or position is terminated, in such form as the Committee shall
determine, and a stock certificate registered in the name of the Recipient shall
be issued under the conditions set forth in Section VI.C. below.
B. Terms of Awards.
An Award shall consist of a specified number of Shares, and
shall be subject to such terms and conditions as are set forth in the Restricted
Stock Agreement.
C. Stock Certificates.
Prior to the time at which a portion of an Award ceases to be
subject to the requirement of resale to the Company ("vests"), the stock
certificates representing Shares constituting that portion of the Award shall be
held for the Recipient by the Committee or by a custodian designated by the
Committee. Recipients shall receive all dividends, stockholder communications,
and proxy materials with regard to the Shares constituting Awards. A certificate
or certificates for Shares resold to the Company shall be returned to the
Company, together with an executed stock power. A Recipient shall be entitled to
any dividends or other distributions attributable to resold Shares paid after
resale of such Shares with respect to a record date prior to resale.
Following the time at which an Award vests, a Recipient shall
be entitled to delivery of the certificates representing Shares which have
vested, and the Shares represented thereby shall cease to be subject to the
requirement that they be resold to the Company.
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VII. Nontransferability of Awards. No Shares, nor any interest therein,
shall be transferable by the Recipient (by sale, pledge, gift, or otherwise)
prior to vesting, otherwise than by will or by the laws of descent and
distribution, and Shares shall be delivered only to the Recipient or, in the
case of his or her death, to his or her estate.
VIII. Tax Matters. The Committee shall require a Recipient receiving an
Award hereunder to reimburse the Company for any taxes required by any
government to be withheld or otherwise deducted and paid by the Company or any
of its subsidiaries in respect of the transfer or vesting of Shares pursuant to
the Award. In lieu thereof, the Company shall have the right to withhold the
amount of such taxes from any other sums due or to become due from the Company
to the Recipient upon such terms and conditions as the Committee shall
prescribe.
IX. Delivery of Shares. Recipients of Shares shall cooperate to effect
delivery thereof in accordance with the terms of all federal and state laws and
regulations as interpreted by counsel for the Company. Without in any way
limiting the generality of the foregoing, the Company may require that the
certificates representing Shares bear a legend restricting the transfer thereof
except upon compliance with the conditions of the Award, as stated herein and in
the Restricted Stock Agreement relating thereto, and the federal and state
securities laws; and that each Recipient, as a condition of such delivery, make
such representations or agreements, if any, as may be required in the opinion of
such counsel to avoid violation of any laws or regulations, including without
limitation the registration or other provisions of the Securities Act of 1933.
X. Employment Rights. Neither the adoption of the Plan nor the granting
of Awards shall confer upon any Recipient the right to continued employment or
to continue as a director with the Company or its subsidiaries, nor affect in
any way the right of the Company or its subsidiaries to terminate the employment
or position of any Recipient at any time.
XI. Adjustment, Amendment and Termination.
A. The Committee may adjust the number of Shares awarded to
Recipients and otherwise adjust the Plan to take into consideration material
changes in accounting practices or principles, recapitalizations, mergers,
consolidations, stock splits, acquisitions or dispositions of stock or property,
changes in fiscal year, or other events, if it is determined by the Committee
that such adjustment is appropriate to avoid distortion in the operation of the
Plan.
B. The Committee may cease making awards hereunder at any
time, but in no event shall an Award be made after September 15, 1996. The Plan
may be terminated, amended, or modified at any time by the Board.
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