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NETWORK SOLUTIONS, INC.
1993 INCENTIVE STOCK OPTION PLAN
1. GRANT OF OPTIONS. Network Solutions, Inc., a Rhode Island
corporation, is hereby authorized by majority vote of its shareholders to issue
stock options from time to time on the corporation's behalf to any one or more
persons who at the date of such grant are full-time employees of the
corporation. Any option granted under this Plan shall be granted within ten (10)
years from the date hereof.
2. AMOUNT OF STOCK. The aggregate amount of stock which may be purchased
pursuant to options granted under this Plan shall be One Hundred Thousand
(100,000) shares of the corporation's voting common stock, having ten cent
($.10) par value. Said Aggregate Amount of stock may be adjusted pro rata by the
Board of Directors in the event of a split of the corporation's common stock.
3. LIMITATION. The amount of aggregate fair market value of the stock
(determined at the time of the grant of the option) for which any single
employee may be granted options hereunder in any calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000.00).
4. EXERCISE. Any option granted pursuant to this Plan shall contain
provisions, established by the corporation, setting forth the manner of exercise
of such option. In no event, however, shall any option granted to a person then
owning more than ten percent (10%) of the voting power of all classes of the
corporation's stock be exercisable by its terms after the expiration of five (5)
years from the date of the grant
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thereof, nor shall any other option granted hereunder be exercisable by its
terms after the expiration of ten (10) years from the date of the grant thereof.
5. NONTRANSFERABILITY. The terms of any option granted under this Plan
shall include a provision making such option nontransferable by the optionee,
except upon death by will or the laws of descent and distribution, and
exercisable during the optionee's lifetime only by the optionee.
6. PURCHASE PRICE. The purchase price for a share of the stock subject
to any option granted hereunder shall be not less than the fair market value of
the stock on the date of grant of the option, said fair market value to be
determined in good faith at the time of grant of such option by decision of the
corporation; provided, however, that in the case of an option granted to any
person then owning more than ten percent (10%) of the voting power of all
classes of the corporation's stock, the purchase price per share of the stock
subject to option shall be not less than one hundred ten percent (110%) of the
fair market value of the stock on the date of grant of the option, determined in
good faith as aforesaid.
7. STOCKHOLDER APPROVAL; EFFECTIVE DATE. At the next regular meeting of
the stockholders of the corporation, which has been scheduled and will occur
within the period of twelve (12) months beginning April 7, 1993, being the date
of adoption of this Plan by the corporation's Board of Directors, this Plan will
be presented for consideration and approval by the stockholders. The effective
date of this Plan is April 7, 1993.
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8. STOCK RESERVE. The corporation shall at all times during the term of
this Plan reserve and keep available such number of shares of its ten cent
($.10) par value voting stock as will be sufficient to satisfy the requirements
of this Plan, and shall pay all fees and expenses necessarily incurred by the
corporation in connection with the exercise of options granted hereunder.
9. OTHER TERMS. Any option granted hereunder may contain such other and
additional terms, not inconsistent with the terms of this Plan, which are deemed
necessary or desirable by the Board of Directors, or by legal counsel to the
corporation, and such other terms may include those which, together with the
terms of this Plan, shall constitute such option as an "Incentive Stock Option"
within the meaning of Section 422A of the Internal Revenue Code (as may be
amended from time to time), and its regulations as from time to time
promulgated.
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FIRST AMENDMENT TO
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NETWORK SOLUTIONS, INC.
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1993 INCENTIVE STOCK OPTION PLAN
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WHEREAS, NETWORK SOLUTIONS, INC. of Warwick, Rhode Island (hereinafter
called "the Company") established the 1993 Incentive Stock Option Plan on April
7, 1993; and
WHEREAS, the Company desires to amend said plan to increase the
aggregate amount of stock available for options under the plan;
NOW, THEREFORE, Paragraph 2 of the Incentive Stock Option Plan is hereby
amended in its entirety as follows:
2. Amount of Stock. The aggregate amount of stock which may be
purchased pursuant to options granted under this Plan shall be Two
Hundred Thousand (200,000) shares of the corporation's voting common
stock, having ten cent ($.10) par value. Said aggregate amount of stock
may be adjusted pro rata by the Board of Directors in the event of a
split of the corporation's common stock.
The above amendment was approved by the Company's Board of Directors on
March 23, 1994 and was further approved by the Company's stockholders on May 18,
1994.
NETWORK SOLUTIONS, INC.
By: /s/ Dana Gaebe
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Secretary