WIRELESS CABLE & COMMUNICATIONS, INC.
1998 DIRECTOR STOCK PLAN
PART 1. PLAN ADMINISTRATION AND ELIGIBILITY
I. Purpose
The purpose of this 1998 Director Stock Plan (the "Plan") of Wireless
Cable & Communications, Inc. (the "Company") is to encourage ownership in the
Company by outside directors of the Company (each, a "Non-Employee Director," or
collectively, the "Non-Employee Directors") whose continued services are
considered essential to the Company's continued progress and thus to provide
them with a further incentive to remain as directors of the Company.
II. Administration
The Board of Directors (the "Board") of the Company or any committee
(the "Committee") of the Board that will satisfy Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations
promulgated thereunder, as from time to time in effect, including any successor
rule ("Rule 16b-3"), shall supervise and administer the Plan. The Committee
shall consist solely of two or more non-employee directors of the Company, who
shall be appointed by the Board. A member of the Board shall be deemed to be a
"non-employee director" only if such member satisfies such requirements as the
Securities and Exchange Commission may establish for non-employee directors
under Rule 16b-3. Members of the Board receive no additional compensation for
their services in connection with the administration of the Plan.
The Board or the Committee may adopt such rules or guidelines as it
deems appropriate to implement the Plan. All questions of interpretation of the
Plan or of any shares issued under it shall be determined by the Board or the
Committee and such determination shall be final and binding upon all persons
having an interest in the Plan.
III. Participation in the Plan
Each member of the Board who is not an employee of the Company or any
of its subsidiaries or affiliates shall receive payment for his or her Annual
Retainer (as defined in Section VI below) under the Plan, for so long as he or
she serves as a director of the Company.
IV. Stock Subject to the Plan
The maximum number of shares of the Company's common stock, no par
value per share ("Common Stock"), which may be issued under the Plan shall be
One Hundred Thousand (100,000). The limitation on the number of shares which may
be issued under the Plan shall be subject to adjustment as provided in Section
IX of the Plan.
PART 2. TERMS OF THE PLAN
V. Effective Date of the Plan
The Plan shall be effective as of July 1, 1998, subject to the approval
and ratification of the Plan by the shareholders of the Company. The Plan shall
terminate on May 30, 2008, unless earlier terminated by the Board of Directors
or the Committee.
VI. Terms and Conditions
A. Compensation. During the term of the Plan, the Company
shall pay to each Non-Employee Director for each year in which the Non-Employee
Director serves as a Non-Employee Director of the Company, annual compensation
in the form and amount set forth below (the "Annual Retainer"). If a
Non-Employee Director no longer serves as a director of the Company, for any
reason including death or disability, such Non-Employee Director shall be
entitled to all unpaid portions of his or her Annual Retainer which shall have
accrued (on a daily basis) through the date of such termination.
B. Options.
1. Annual Grant. During the term of the Plan, the
Company shall grant to each Non-Employee Director for each year in which the
Non-Employee Director serves as a Non-Employee Director of the Company, an
option to purchase 8,000 shares of Common Stock. Notwithstanding the preceding,
the Company shall grant to each Non-Employee Director on January 1, 1999, an
option to purchase 4,000 shares of Common Stock for the period commencing on
July 1, 1998 and ending on December 31, 1998. The Option shall not qualify as an
"incentive stock option" as defined in Section 422(b) of the Internal Revenue
Code of 1986. If a Non-Employee Director no longer serves as a director of the
Company, for any reason including death or disability, such Non-Employee
Director shall be entitled to the portion of his or her Option which shall have
accrued (on a daily basis) through the date of such termination.
2. Purchase Price. The purchase price of the Common
Stock issued pursuant to an exercise of the Option shall be eighty-five percent
(85%) of the Fair Market Value of the Common Stock at the date the Option is
granted (the "Purchase Price"). The Purchase Price shall be payable upon the
exercise of the Option and may be paid by (i) cash or check payable to the
Company, (ii) the delivery to the Company of the number of outstanding shares of
Common Stock equal in Fair Market Value to the Purchase Price, or (iii)
receiving from the Company in exchange for the Option the number of shares of
Common Stock equal in value to the excess of the Fair Market Value of one share
of Common Stock of the Company over the Purchase Price per share of Common
Stock, multiplied by the number of shares of Common Stock underlying the Option.
3. Term and Vesting. Except as otherwise set forth
herein, unless earlier exercised, each Option shall terminate and expire upon
the fifth anniversary of the date such Option is awarded. The Option granted to
a Non-Employee Director shall vest on the first anniversary of the effective
date of the award, provided that the Non-Employee shall have remained a director
of the Company since the date of the award. In the event a Non-Employee Director
ceases to be employed by the Company for reason, any Option granted to a
Non-Employee Director which has (i) not vested in accordance with this section
shall be forfeited without compensation by the Company, and all rights of the
Non-Employee Director in respect of such non-vested portion of the Option shall
terminate and be of no further force or effect, and (ii) vested in accordance
with this section shall remain exercisable for a period of one year following
the last day such Non-Employee Director is a director of the Company, after
which period the Option shall terminate and be of no further force or effect.
4. Fair Market Value. As used herein, "Fair Market
Value" shall mean the twenty (20) day average of the closing prices for the
Common Stock as reported by (i) the NASDAQ Stock Market, if available, on the
date in question (or, if such day is not a business day, on the next succeeding
business day) or by (ii) the average of the prices quoted by the then market
makers in the Company" Common Stock on such dates or by (iii) such amount as the
Board or Committee determined in good faith to be the fair value of a share of
Common Stock.
PART 3. GENERAL PROVISIONS
VII. Assignments
The rights and benefits under this Plan may not be assigned, pledged or
hypothecated. Upon the death of a Non-Employee Director, such person's rights to
receive any payments hereunder will transfer to such person's named beneficiary,
if any, or to his or her estate.
VIII. Limitation of Rights
Neither the Plan, nor the issuance of shares of Common Stock nor any
other action taken pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will retain a
director for any period of time, or at any particular rate of compensation.
IX. Changes in Present Stock
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other change in the corporate
structure or capitalization affecting the Company's present Common Stock, at the
time of such event the Board or the Committee shall make appropriate adjustments
to the number (including the aggregate number specified in Section IV) and kind
of shares to be issued under the Plan and the price of any Common Stock Payment.
X. Amendment of the Plan
The Board shall have the right to amend, modify, suspend or terminate
the Plan at any time for any purpose; provided, that following the approval of
the Plan by the Company's shareholders, the Company will seek shareholder
approval for any change to the extent required by applicable law, regulation or
rule.
XI. Compliance with Section 16 of the Exchange Act
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3. If any provision of this Plan is found not to be in compliance with
such rule and regulations, the provision shall be deemed null and void, and the
remaining provisions of the Plan shall continue in full force and effect. All
transactions under this Plan shall be executed in accordance with the
requirements of Section 16 of the Exchange Act and regulations promulgated
thereunder. The Board or the Committee may, in its sole discretion, modify the
terms and conditions of this Plan in response to and consistent with any changes
in applicable law, rule or regulation.
XII. Governing Law
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of Nevada, without giving effect to
any choice or conflict of law provision (whether of the State of Nevada or other
jurisdiction) which would cause the application of any law or rule other than of
the State of Nevada.
Approved by the Board Of Directors:___________________________
Approved by the Shareholders:_________________________________
/s/Anthony Sansone
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Anthony Sansone
Secretary
_________________ , Inc.