ILINC COMMUNICATIONS, INC.
STOCK COMPENSATION PLAN
ILINC COMMUNICATIONS, INC.
STOCK COMPENSATION PLAN
ARTICLE I
THE PLAN
1.1 Name. This Plan shall be known as the "iLinc Communications Stock
Compensation Plan." Capitalized terms used herein are defined in Article VIII
hereof.
1.2 Purpose. The purpose of the Plan is to promote the growth and general
prosperity of the Company by permitting the Company to grant to Employees and
Outside Directors, and Advisors, Common Stock of the Company and Options to
purchase Common Stock of the Company. The Plan is designed to help the Company
and its Subsidiaries attract and retain personnel and to provide Employees and
Outside Directors, and Advisors, with an additional incentive to contribute to
the success of the Company. The Company intends that Incentive Stock Options
granted under the Plan shall qualify as "incentive stock options" within the
meaning of Section 422 of the Code. The Plan provides both for the direct award
of Shares and for the grant of Options to purchase Shares. Options granted under
the Plan may include Nonqualified Stock Options as well as Incentive Stock
Options.
1.3 Effective Date. The Plan shall become effective upon the Effective Date
as defined herein.
1.4 Eligibility to Participate. Any Employee, Outside Director, or Advisor
shall be eligible to participate in the Plan. Subject to the following
provisions the Committee may grant Options or Restricted Stock in accordance
with such determinations as the Committee from time to time in its sole
discretion shall make; provided, however, that Incentive Stock Options may be
granted only to persons who are Employees.
1.5 Shares Subject to the Plan. The shares of Common Stock to be issued
pursuant to the Plan shall be either authorized and unissued shares of Common
Stock or shares of Common Stock issued and thereafter acquired by the Company.
1.6 Maximum Number of Plan Shares. Subject to adjustment pursuant to the
provisions of Section 6.2, and subject to any additional restrictions elsewhere
in the Plan, the maximum aggregate number of shares of Common Stock that may be
issued and sold hereunder shall not exceed 5,500,000 shares. No more than
2,750,000 shares of Common Stock shall be available for Incentive Stock Options.
Subject to adjustment pursuant to the provisions of Section 6.2, and subject to
any additional restrictions elsewhere in the Plan, the maximum aggregate number
of shares of Common Stock with respect to which Options may be granted to any
Optionee during the term of the Plan shall not exceed 2,750,000 shares.
1.7 Options and Stock Granted Under Plan. Plan Shares with respect to which
an Option shall have been exercised or a Restricted Stock Award shall have
vested shall not again be available for grant hereunder. If an Option terminates
for any reason without being wholly exercised or Restricted Stock is forfeited,
new Options or Restricted Stock may be granted hereunder covering the number of
Plan Shares to which such Option termination or forfeiture relates. In the event
that an outstanding Option or other right for any reason expires or is canceled,
the Shares allocable to the unexercised portion of such Option or other right
shall not reduce the number of Shares available for issuance under the Plan.
1.8 Conditions Precedent. The Company shall not issue any certificate for
Plan Shares pursuant to the Plan prior to fulfillment of all of the following
conditions:
(a) The admission of the Plan Shares to listing on all stock exchanges
on which the Common Stock is then listed, unless the Board or Committee
determines in its sole discretion that such listing is neither necessary
nor advisable;
(b) The completion of any registration or other qualification of the
offer or sale of the Plan Shares under any federal or state law or under
the rulings or regulations of the Securities and Exchange Commission or any
other governmental regulatory body that the Board or Committee shall in its
sole discretion deem necessary or advisable; and
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(c) The obtaining of any approval or other clearance from any federal
or state governmental agency that the Committee shall in its sole
discretion determine to be necessary or advisable.
1.9 Reservation of Shares of Common Stock. During the term of the Plan, the
Company shall at all times reserve and keep available such number of shares of
Common Stock as shall be necessary to satisfy the requirements of the Plan as to
the number of Plan Shares. In addition, the Company shall from time to time, as
is necessary to accomplish the purposes of the Plan, seek or obtain from any
regulatory agency having jurisdiction any requisite authority that is necessary
to issue Plan Shares hereunder. The inability of the Company to obtain from any
regulatory agency having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance of any Plan Shares shall relieve
the Company of any liability in respect of the nonissuance of Plan Shares as to
which the requisite authority shall not have been obtained.
1.10 Tax Withholding.
(a) Condition Precedent. The issuance of Plan Shares pursuant to the
exercise of any Option under the Plan or the receipt or vesting of
Restricted Stock is subject to the condition that if at any time the
Committee shall determine, in its discretion, that the satisfaction of
withholding tax or other withholding liabilities under any federal, state
or local law is necessary or desirable as a condition of, or in connection
with, such issuances, then the issuances shall not be effective unless the
withholding shall have been effected or obtained in a manner acceptable to
the Committee.
(b) Manner of Satisfying Withholding Obligation. When a Participant is
required by the Committee to pay to the Company an amount required to be
withheld under applicable income tax laws in connection with the exercise
of an Option or the receipt or vesting of Restricted Stock, such payment
may be made (i) in cash, (ii) by check, (iii) if permitted by the
Committee, by delivery to the Company of shares of Common Stock already
owned by the Participant having a Fair Market Value on the Tax Date equal
to the amount required to be withheld, (iv) through the withholding by the
Company ("Company Withholding") of a portion of the Plan Shares acquired
upon the exercise of the Options (if applicable) having a Fair Market Value
on the Tax Date equal to the amount required to be withheld or (v) in any
other form of valid consideration, as permitted by the Committee in its
discretion.
(c) Notice of Disposition of Stock Acquired Pursuant to Incentive
Stock Options. The Company may require as a condition to the issuance of
Plan Shares covered by any Incentive Stock Option that the party exercising
such Option give a written representation to the Company, which is
satisfactory in form and substance to its counsel and upon which the
Company may reasonably rely, that he shall report to the Company any
disposition of such shares prior to the expiration of the holding periods
specified by Section 422(a)(1) of the Code. If and to the extent that the
realization of income in such a disposition imposes upon the Company
federal, state or local withholding tax requirements, or any such
withholding is required to secure for the Company an otherwise available
tax deduction, the Company shall have the right to require that the
recipient remit to the Company an amount sufficient to satisfy those
requirements; and the Company may require as a condition to the issuance of
Plan Shares covered by an Incentive Stock Option that the party exercising
such Option give a satisfactory written representation promising to make
such a remittance.
1.11 Exercise of Options.
(a) Method of Exercise. Each Option shall be exercisable in accordance
with the terms of the Option Agreement pursuant to which the Option was
granted. No Option may be exercised for a fraction of a Plan Share. Each
Stock Option Agreement shall specify the date when all or any installment
of the Option is to become exercisable. No Option shall be exercisable
unless the Optionee has delivered an executed copy of the Stock Option
Agreement to the Company. The Board of Directors or Committee shall
determine the exercisability provisions of any Stock Option Agreement at
its sole discretion. Unless the applicable Stock Option Agreement provides
otherwise, all of an Optionee's Options shall become exercisable in full
if: (i) the Company is subject to a Change in Control, (ii) such Options do
not remain outstanding, (iii) such Options are not assumed by the surviving
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corporation or its parent and (iv) the surviving corporation or its parent
does not substitute options with substantially the same terms for such
Options. A Stock Option Agreement may also provide for accelerated
exercisability in the event of the Optionee's death, disability or
retirement, change in employment status, or any other event. Any Option
shall be deemed to be exercised for purposes of the Plan when written
notice of exercise has been received by the Company at its principal office
from the person entitled to exercise the Option and payment for the Plan
Shares with respect to which the Option is exercised has been received by
the Company.
(b) Payment of Purchase Price. The purchase price of any Plan Shares
purchased shall be paid at the time of exercise of the Option either (i) in
cash, (ii) by certified or cashier's check, (iii) if permitted by the
Committee, by shares of Common Stock, , (iv) by delivery of a copy of
irrevocable instructions from the Optionee to a broker or dealer,
reasonably acceptable to the Company, to sell certain of the Plan Shares
purchased upon exercise of the Option or to pledge them as collateral for a
loan and promptly deliver to the Company the amount of sale or loan
proceeds necessary to pay such purchase price or (v) in any other form of
valid consideration, as permitted by the Committee in its discretion. If
any portion of the purchase price given at the time of exercise is paid in
shares of Common Stock, those shares shall be valued at the then Fair
Market Value.
1.12 Acceleration in Certain Events. The Committee may, in its sole
discretion, accelerate the exercisability of any Option in whole or in part at
any time. Notwithstanding the provisions of any Option Agreement, the following
provisions shall apply if the surviving entity in a merger, consolidation or
change of control both fails to provide for the continued employment of an
optionee and fails to continue the Plan or provide a similar plan providing
substantially similar terms as provided herein then:
(a) Mergers, Consolidation, Etc. If the Company or its stockholders
enter into an agreement to dispose of all or substantially all of the
assets of the Company by means of a sale, merger or other reorganization,
liquidation or otherwise in a transaction in which the Company is not the
surviving entity or in which the Company is the surviving entity but
stockholders of the Company own less than 40% of the total combined voting
power of all of the classes entitled to vote of the surviving entity
immediately after the transaction, all Options shall become fully vested
and immediately exercisable with respect to the full number of shares
subject to such Options during the period commencing as of the date of the
agreement to dispose of all or substantially all of the assets or stock of
the Company and ending when the disposition of assets or stock contemplated
by that agreement is consummated or the Options are otherwise terminated in
accordance with their provisions or the provisions of this Plan, whichever
occurs first; provided that no Option will be immediately exercisable under
this Section on account of any agreement of merger, sale of assets or other
reorganization when the stockholders of the Company immediately before the
consummation of the transaction will own at least 40% of the total combined
voting power of all the classes of the stock entitled to vote of the
surviving entity immediately after the consummation of the transaction.
(b) Change in Control. Anything contained herein to the contrary
notwithstanding, (1) an Optionee shall become fully vested and immediately
exercisable in each of his or her Options upon the occurrence of a "change
in control" (as defined below) or a threatened Change in Control (as
determined by the Committee in its sole discretion); and (2) no Option held
by an Optionee at the time a change in control or threatened change in
control occurs or at any time thereafter shall terminate for any reason
before the end of the Option's express term.
(c) For purposes of this Section, a "Change in Control" means one or
more of the following events:
(i) Any person within the meaning of Section 13(d) and 14(d) of
the Exchange Act, other than the Company (including its subsidiaries
and affiliates), has become the beneficial owner, within the meaning
of Rule 13d-3 under the Exchange Act, of 25% or more of the combined
voting power of the Company's then outstanding Common Stock or
equivalent in voting power of any class or classes of the Company's
outstanding securities ordinarily entitled to vote in elections of
directors ("voting securities"); or
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(ii) Shares representing 25% or more of the combined voting power
of the Company's voting securities are purchased pursuant to a tender
offer or exchange offer (other than an offer by the Company or its
subsidiaries or affiliates); or
(iii) A change during any period of two consecutive years of a
majority of the members of the Board for any reason, unless the
election, or the nomination for election by the Company's
shareholders, of each director was approved by a vote of a majority of
the directors then still in office who were directors at the beginning
of the period; provided that a change in control will not be deemed to
have occurred for purposes hereof with respect to any person meeting
the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1)
promulgated under the Exchange Act.
(iv) The Company transfers more than 50% of its assets, or the
last of a series of transfers results in the transfer of more than 50%
of the assets of the Company, to another entity that is not
wholly-owned by the Company. For purposes of this subsection (v), the
determination of what constitutes 50% of the assets of the Company
shall be made by the Committee, as constituted immediately prior to
the events that would constitute a change of control if 50% of the
Company's assets were transferred in connection with such events, in
its sole discretion.
1.13 Compliance with Securities Laws. Plan Shares shall not be issued with
respect to any Option or any Restricted Stock Award unless the issuance and
delivery of the Plan Shares (and the exercise of an Option, if applicable) shall
comply with all relevant provisions of state and federal law (including without
limitation (i) the Securities Act and the rules and regulations promulgated
thereunder, and (ii) the requirements of any stock exchange upon which the Plan
Shares may then be listed) and shall be further subject to the approval of
counsel for the Company with respect to such compliance. The Committee may also
require a Participant to furnish evidence satisfactory to the Company, including
without limitation a written and signed representation letter and consent to be
bound by any transfer restrictions imposed by law, legend, condition, or
otherwise, that the Plan Shares are being acquired only for investment and
without any present intention to sell or distribute the shares in violation of
any state or federal law, rule, or regulation. Further, each Participant shall
consent to the imposition of a legend on the certificate representing the Plan
Shares issued pursuant to the exercise of an Option or a Restricted Stock Award
restricting their transfer as required by law or this Section.
1.14 Employment or Service of Optionee. Nothing in the Plan or in any Award
granted hereunder shall confer upon any Employee any right to continued
employment by the Company or any of its Subsidiaries, as applicable or limit in
any way the right of the Company or any Subsidiary at any time to terminate or
alter the terms of that employment. Nothing in the Plan or in any Award granted
hereunder shall confer upon any Outside Director or Advisor any right to
continued service as an Outside Director or Advisor of the Company or any of its
Subsidiaries or limit in any way the right of the Company or any Subsidiary at
any time to terminate or alter the terms of that service.
1.15 Rights of Optionees Upon Termination of Employment or Service. The
Committee shall provide in each Option Agreement for the circumstances under
which the Option granted hereunder terminates. The Committee shall also address
in each Option Agreement the exercisability of the Options following death,
Permanent Disability or Retirement or cessation of employment of an Optionee.
1.16 Transferability of Options. Except as may be agreed upon by the
Committee in accordance with the following paragraph, Options shall not be
transferable other than by will or the laws of descent and distribution or, with
respect to Nonqualified Stock Options, pursuant to the terms of a qualified
domestic relations order as defined by the Code or Title I of ERISA, or the
rules thereunder, and, with respect to Incentive Stock Options, may be exercised
during the lifetime of an Optionee only by that Optionee or by his legally
authorized representative. The designation by an Optionee of a beneficiary shall
not constitute a transfer of the Option. If the applicable Stock Option
Agreement so provides, a Nonqualified Stock Option may also be transferable by
the Optionee by (i) a gift to a member of the Optionee's Immediate Family or
(ii) a gift to an INTER VIVOS or testamentary trust in which members of the
Optionee's Immediate Family have a beneficial interest of more than 50% and
which provides that such Nonqualified Stock Option is to be transferred to the
beneficiaries upon the Optionee's death. An Incentive Stock Option may be
exercised during the lifetime of the Optionee only by the Optionee or by the
Optionee's guardian or legal representative. The Committee may, in its
discretion, provide in an Option Agreement that Nonqualified Stock Options
granted hereunder may be transferred by the Optionee to members of his immediate
family, trusts for the benefit of such immediate family members and partnerships
in which such immediate family members are the only partners.
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1.17 Information to Participants. Upon written request, the Company shall
furnish to each Participant a copy of the its annual report, proxy statements,
most recent Form 10-K Annual Report and each quarterly report, or any other
reports sent to the Company's shareholders.
1.18 No Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.
ARTICLE II
ADMINISTRATION
2.1 Committee. The Plan shall be administered by the Board or if so
designated by the Board then by a Committee of not fewer than two members of the
Board. Each member of the Committee shall be a "Non-Employee Director" within
the meaning of Rule 16b-3 under the Exchange Act. Moreover, in the event any
Awards granted hereunder are intended to qualify as performance-based
compensation under Section 162(m) of the Code, all members of the Committee
shall be "outside directors" within the meaning of Section 162(m) of the Code
and the regulations thereunder. Subject to the provisions of the Plan, the
Committee shall have the sole discretion and authority to determine from time to
time the Employees and Outside Directors, Advisors to whom Awards shall be
granted and the number of Plan Shares subject to each Award, to interpret the
Plan, to prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, to determine and interpret the
details and provisions of each Award, to modify or amend any Award Agreement or
waive any conditions or restrictions applicable to any Awards (or the exercise
thereof), and to make all other determinations necessary or advisable for the
administration of the Plan. All decisions, interpretations and other actions of
the Board of Directors or the Committee shall be final and binding on all
Purchasers, all Optionees and all persons deriving their rights from a Purchaser
or Optionee.
2.2 Appointment of Committee. The Committee shall be appointed by the
Board; provided that the Board may remove any Committee member, with or without
cause. If no Committee has been appointed, the entire Board of Directors shall
administer the Plan. Any reference to the Board of Directors in the Plan shall
be construed as a reference to the Committee (if any) to whom the Board of
Directors has assigned a particular function or authority over the Plan and its
administration.
2.3 Majority Rule; Unanimous Written Consent. A majority of the members of
the Committee shall constitute a quorum, and any action taken by a majority
present at a meeting at which a quorum is present or any action taken without a
meeting evidenced by a writing executed by all members of the Committee shall
constitute the action of the Committee. Meetings of the Committee may take place
by telephone conference call.
2.4 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to Employees and Outside
Directors, Advisors, their employment, death, Retirement, Permanent Disability,
or other termination of employment or other relationship with the Company, and
such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.
2.5 Exculpation of Committee. No member of the Committee shall be
personally liable for, and the Company shall indemnify all members of the
Committee and hold them harmless against, any claims resulting directly or
indirectly from any action or inaction by the Committee pursuant to the Plan,
including without limitation any determination by the Committee regarding
whether a Change in Control is threatened or any failure by the Committee to
consider such a determination.
ARTICLE III
INCENTIVE STOCK OPTIONS
3.1 Terms and Conditions. The terms and conditions of Options granted under
this Article may differ from one another as the Committee shall, in its
discretion, determine, as long as all Options granted under this Article satisfy
the requirements of this Article.
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3.2 Duration of Options. Each Option granted pursuant to this Article and
all rights thereunder shall expire on the date determined by the Committee, but
in no event shall any Option granted under this Article expire earlier than one
year or later than 10 years after the date on which the Option is granted. In
addition, each Option shall be subject to early termination as provided
elsewhere in the Plan or the Option Agreement.
3.3 Purchase Price. The purchase price for Plan Shares acquired pursuant to
the exercise, in whole or in part, of any Option granted under this Article
shall not be less than the Fair Market Value of the Plan Shares at the time of
the grant of the Option; provided, however, in the event of the grant of any
Option to an individual who, at the time the Option is granted, owns shares of
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or any Subsidiary or affiliate thereof within the
meaning of Section 422 of the Code, the purchase price for the Plan Shares
subject to that Option must be at least 110% of the Fair Market Value of those
Plan Shares at the time the Option is granted and the Option must not be
exercisable after the expiration of five years from the date of its grant.
3.4 Maximum Amount of Options First Exercisable in Any Calendar Year. The
aggregate Fair Market Value of Plan Shares (determined at the time the Option is
granted) with respect to which Options issued under this Article are exercisable
for the first time by any Employee during any calendar year under all incentive
stock option plans of the Company and its Subsidiaries and affiliates shall not
exceed $100,000. Any portion of an Option granted under the Plan in excess of
the foregoing limit shall be considered granted pursuant to Article IV.
3.5 Individual Option Agreements. Each Employee receiving Options pursuant
to this Article shall be required to enter into a written Option Agreement with
the Company. In such Option Agreement, the Employee shall agree to be bound by
the terms and conditions of the Plan, the Options made pursuant hereto, and such
other matters as the Committee deems appropriate. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Option
Agreement. The provisions of the various Option Agreements entered into under
the Plan need not be identical.
ARTICLE IV
NONQUALIFIED STOCK OPTIONS
4.1 Option Terms and Conditions. The terms and conditions of Options
granted under this Article may differ from one another as the Committee shall,
in its discretion, determine as long as all Options granted under this Article
satisfy the requirements of this Article.
4.2 Duration of Options. Each Option granted pursuant to this Article and
all rights thereunder shall expire on the date determined by the Committee. In
addition, each Option shall be subject to early termination as provided
elsewhere in the Plan.
4.3 Purchase Price. The purchase price for the Plan Shares acquired
pursuant to the exercise, in whole or in part, of any Non-qualified Option
granted under this Article shall not be less than the Fair Market Value of the
Plan Shares at the time of the grant of the Option.
4.4 Individual Option Agreements. Each Optionee receiving Options pursuant
to this Article shall be required to enter into a written Option Agreement with
the Company. In such Option Agreement, the Optionee shall agree to be bound by
the terms and conditions of the Plan, the Options made pursuant hereto, and such
other matters as the Committee deems appropriate. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Option
Agreement. The provisions of the various Option Agreements entered into under
the Plan need not be identical.
4.5 Grants to Outside Directors. Each Outside Director shall be eligible to
receive a grant of Nonqualified Stock Options upon their initial election by
shareholders or appointment to the Board and on the date of subsequent annual
meetings of stockholders each year from year to year. The Board by resolution
shall determine the number of shares represented by each option granted to
Outside Directors and the vesting of those options granted. If a new Outside
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Director joins the Board on a date other than the annual meeting of
stockholders, the amount of the initial grant may be prorated and the vesting
may be prorated accordingly The purchase price for Plan Shares acquired pursuant
to the exercise, in whole or in part, of any Option received by Outside
Directors shall be the Fair Market Value of the Plan Shares on the Date of Grant
of such Option. All Options granted to Outside Directors shall expire on the day
prior to the tenth anniversary of the Date of Grant of such Options, unless an
earlier date is otherwise specified herein.
ARTICLE V
RESTRICTED STOCK
5.1 Grant of Restricted Stock Awards. The Committee may, in its sole
discretion, grant Restricted Stock Awards in accordance with the terms and
conditions set forth in the Plan. Each Restricted Stock Agreement may contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as are determined by the Committee in its sole discretion.
5.2 Terms and Conditions. Each Restricted Stock Award confers upon the
recipient thereof the right to receive a specified number of shares of Common
Stock in accordance with the terms and conditions of each Participant's
Restricted Stock Agreement. The general terms and conditions of a Restricted
Stock Award will be as follows:
(a) Any shares of Common Stock awarded hereunder to a Participant will
be restricted for a period of time to be determined by the Committee for
each Participant at the time of the Award, which period shall be not more
than ten years. The restrictions will prohibit the sale, assignment,
transfer, pledge or other encumbrance of such shares, and will provide for
possible reversion thereof to the Company in accordance with subparagraph
(b) during the period of restriction.
(b) All Restricted Stock awarded under the Plan to a Participant will
be forfeited and returned to the Company in the event the Participant's
employment or service with the Company or a subsidiary thereof is
terminated prior to the expiration of the period of restriction, unless the
Participant's termination of employment or service is due to his death,
Permanent Disability or Retirement or unless the Committee, in its sole
discretion, waives the restrictions established in accordance with
subparagraph (a) with respect to any or all of the shares of Restricted
Stock.
(c) In the event of a Participant's death or Permanent Disability, the
restrictions established in accordance with subparagraph (a) will lapse
with respect to all Restricted Stock awarded to the Participant prior to
any such event, and the shares of Common Stock involved will cease to be
Restricted Stock and will no longer be subject to forfeiture to the Company
pursuant to subparagraph (b).
(d) In the event of a Participant's Retirement, the restrictions
established in accordance with subparagraph (a) will continue to apply
unless the Committee in its sole discretion shortens the restriction
period.
(e) Stock certificates issued with respect to Restricted Stock Awards
will be registered in the name of the Participant, but will be delivered by
him to the Company together with a stock power endorsed in blank. Each such
certificate will bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO FORFEITURE, RESTRICTIONS ON TRANSFER
AND CERTAIN OTHER TERMS AND CONDITIONS SET FORTH
IN THE iLINC COMMUNICATIONS, INC. STOCK
COMPENSATION PLAN AND THE AGREEMENT BETWEEN THE
REGISTERED OWNER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE AND iLINC COMMUNICATIONS, INC.ENTERED
INTO PURSUANT TO SUCH PLAN."
From the time of grant of the Restricted Stock Award, the Participant
will be entitled to exercise all rights (including dividend and voting
rights) with respect to the shares represented by such certificate, subject
to forfeiture of such voting rights and the Common Stock as provided in
subparagraph (b).
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(f) Upon the lapse of a restriction period as determined pursuant to
subparagraph (a), the Company will return the stock certificates
representing the shares with respect to which the restriction has lapsed to
the Participant or his legal representative, and pursuant to the
instruction of the Participant or his legal representative will issue a
certificate for such shares that does not bear the legend set forth in
subparagraph (e).
(g) Any other securities or assets (other than ordinary cash
dividends) that are received by a Participant with respect to Restricted
Stock awarded to him, which is still subject to restrictions established in
accordance with subparagraph (a), will be subject to the same restrictions
and will be delivered by the Participant to the Company as provided in
subparagraph (e).
5.3 Notice to Company of Section 83(b) Election. Any Participant who
exercises an election under Section 83(b) of the Code to have his receipt of
shares of Restricted Stock taxed currently, without regard to restrictions, must
give notice to the Company of such election immediately upon making such
election. Such an election must be made within 30 days after the effective date
of issuance and cannot be revoked except with the consent of the Internal
Revenue Service.
ARTICLE VI
TERMINATION, AMENDMENT, AND ADJUSTMENT
6.1 Termination and Amendment. The Plan shall terminate on July 1, 2015. No
Award shall be granted under the Plan after that date of termination. Subject to
the limitations contained in this Section, the Committee may at any time amend
or revise the terms of the Plan, including the form and substance of the Award
Agreements to be used in connection herewith; provided that no amendment or
revision may (i) increase the maximum aggregate number of Plan Shares, except as
permitted under Section 6.2, (ii) change the minimum purchase price for shares
under Article III, (iii) permit the granting of an Option or Restricted Stock
Award to anyone other than as provided in the Plan, or (iv) any amendment that
materially changes the class of persons who are eligible for the grant of
Incentive Stock Options. Stockholder approval shall not be required for any
other amendment of the Plan. No amendment, suspension, or termination of the
Plan shall, without the consent of the individual who has received an Award
hereunder, adversely alter or impair any of that individual's rights or
obligations under any Award granted under the Plan prior to that amendment,
suspension, or termination.
6.2 Adjustments. If the outstanding Common Stock is increased, decreased,
changed into, or exchanged for a different number or kind of shares or
securities through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend, stock split,
or reverse stock split, an appropriate and proportionate adjustment shall be
made in the maximum number and kind of Plan Shares as to which Awards may be
granted under the Plan. A corresponding adjustment changing the number or kind
of shares allocated to unexercised Options or portions thereof and outstanding
Restricted Stock Awards, which shall have been granted prior to any such change,
shall likewise be made. Any such adjustment in outstanding Options shall be made
without change in the aggregate purchase price applicable to the unexercised
portion of the Options, but with a corresponding adjustment in the price for
each share covered by the Options. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of fractional
share interests.
6.3 Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.
ARTICLE VII
MISCELLANEOUS
7.1 Other Compensation Plans. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company or any Subsidiary or affiliate of the Company, nor shall the Plan
preclude the Company or any Subsidiary or affiliate thereof from establishing
any other forms of incentive or other compensation plans.
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7.2 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company and any Subsidiary or affiliate of the
Company that adopts the Plan.
7.3 Number and Gender. Whenever used herein, nouns in the singular shall
include the plural where appropriate, and the masculine pronoun shall include
the feminine gender.
7.4 Headings. Headings of articles and sections hereof are inserted for
convenience of reference and constitute no part of the Plan.
ARTICLE VIII
DEFINITIONS
As used herein with initial capital letters, the following terms have the
meanings hereinafter set forth unless the context clearly indicates to the
contrary:
8.1 "Advisor" means any individual performing bona fide services for the
Company or any Subsidiary of the Company that has adopted the Plan who is not an
Employee, or a Director.
8.2 "Award" means a grant of Options under Article III or Article IV of the
Plan or a Restricted Stock Award under Article V of the Plan.
8.3 "Award Agreement" means an Option Agreement or a Restricted Stock
Agreement.
8.4 "Board" means the Board of Directors of the Company.
8.5 Termination of employment "For Cause" means conviction of a crime
involving moral turpitude or a crime providing for a term of imprisonment in a
federal or state penitentiary; failure or refusal to follow reasonable
instructions of the Board; failure or refusal to comply with the reasonable
policies, standards and regulations of the Company, which from time to time may
be established; failure or refusal to faithfully and diligently perform the
usual customary duties of his employment or service; acting in an
unprofessional, unethical, immoral or fraudulent manner; acting in a manner
which discredits or is detrimental to the reputation, character and standing of
Company or a Subsidiary; or the commission of any other act that causes or
reasonably may be expected to cause substantial injury to the Company.
8.6 "Code" means the Internal Revenue Code of 1986, as amended.
8.7 "Committee" means the Committee appointed in accordance with Section
2.1.
8.8 "Common Stock" means the Common Stock, par value $0.001 per share, of
the Company or, in the event that the outstanding shares of such Common Stock
are hereafter changed into or exchanged for shares of a different stock or
security of the Company or some other corporation, such other stock or security.
8.9 "Company" means iLinc Communications, Inc., a Delaware corporation.
8.10 "Director" means a member of the Board.
8.11 "Effective Date" means August 1, 1997.
8.12 "Employee" means an employee (as defined in Section 3401(c) of the
Code and the regulations thereunder) of the Company or of any Subsidiary of the
Company that adopts the Plan, including Officers.
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8.13 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
8.14 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
8.15 "Fair Market Value" means such value as determined by the Committee on
the basis of such factors as it deems appropriate; provided that if the Common
Stock is traded on a national securities exchange or transactions in the Common
Stock are quoted on the Nasdaq National Market System, such value as shall be
determined by the Committee on the basis of the reported sales prices for the
Common Stock on the date for which such determination is relevant, as reported
on the national securities exchange or the Nasdaq National Market System, as the
case may be. If the Common Stock is not listed and traded upon a recognized
securities exchange or on the Nasdaq National Market System, the Committee shall
make a determination of Fair Market Value on a reasonable basis, which may
include the mean between the closing bid and asked quotations for such stock on
the date for which such determination is relevant (as reported by a recognized
stock quotation service) or, in the event that there shall be no bid or asked
quotations on the date for which such determination is relevant, then on the
basis of the mean between the closing bid and asked quotations on the date
nearest preceding the date for which such determination is relevant for which
such bid and asked quotations were available.
8.16 "Incentive Stock Option" means an Option granted pursuant to Article
III.
8.17 "Nonqualified Stock Option" means an Option granted pursuant to
Article IV.
8.18 "Officer" means an officer of the Company or any Subsidiary of the
Company.
8.19 "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
8.20 "Optionee" means an Employee or Outside Director, Advisor to whom an
Option has been granted hereunder.
8.21 "Option Agreement" means an agreement between the Company and an
Optionee with respect to one or more Options.
8.22 "Outside Director" means a member of the Board who is not an Officer
or Employee of the Company.
8.23 "Participant" means a person to whom an Award has been granted.
8.24 "Permanent Disability" has the same meaning as that provided in
Section 22(e)(3) of the Code.
8.25 "Plan" means the iLinc Communications, Inc. Stock Compensation Plan,
as amended from time to time.
8.26 "Plan Shares" or "Shares" means shares of Common Stock issuable
pursuant to the Plan.
8.27 "Restricted Stock" or "Restricted Stock Award" means an award of
Common Stock granted under Article V.
8.28 "Restricted Stock Agreement" means a written agreement between the
Company and a Participant with respect to a Restricted Stock Award.
8.29 "Retirement" occurs when an Employee or Director terminates his
relationship with the Company or a Subsidiary on or after the date he (a) turns
65 years old or (b) turns 55 years old and has completed 10 years of service
with the Company or a Subsidiary as otherwise determined by the Board.
8.30 "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor rule.
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8.31 "Securities Act" means the Securities Act of 1933, as amended.
8.32 "Subsidiary" means a subsidiary corporation of the Company, as defined
in Section 424(f) of the Code.
8.33 "Tax Date" means the date on which the amount of tax to be withheld is
determined.
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