Exhibit 10.2
NEXTLINK COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase the Class A
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Code. The provisions of the Plan, accordingly,
shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the full Board, the Compensation Committee of
the Board, or such other committee as may be appointed by the Board, which shall
be the administrative committee for the Plan.
(d) "Common Stock" shall mean the Class A Common Stock of the Company,
$0.022658473 par value per share.
(e) "Company" shall mean Nextlink Communications, Inc., a Washington
corporation.
(f) "Compensation" shall mean all wages, salary, overtime, bonuses, and
commissions.
(g) "Designated Subsidiaries" shall mean all of the Subsidiaries at any
time and from time to time, unless the Board designates otherwise.
(h) "Employee" shall mean any individual who is an employee of the Company
or a Designated Subsidiary for purposes of tax withholding under the Code, whose
customary employment with the Company or any Designated Subsidiary is at least
twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
91st day of such leave.
(i) "Enrollment Date" shall mean the first Trading Day of each Offering
Period.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(k) "Exercise Date" shall mean the last Trading Day of each Offering
Period.
(l) "Fair Market Value" shall mean, as of any date, the value of Common
Stock determined as follows:
(1) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ"), its Fair Market Value shall be the average of the
high and low sale price for the Common Stock (or the average of the closing bid
and asked prices, if no sales were reported), as quoted on such exchange (or the
exchange with the greatest volume of trading in Common Stock) or system on the
date of such determination, if such date is a Trading Day, or if such date is
not a Trading Day, then on the Trading Day immediately preceding such date, as
reported in The Wall Street Journal or such other source as the Board deems
reliable; or
(2) If the Common Stock is quoted on NASDAQ (but not on the National
Market System thereof) or is regularly quoted by a recognized securities dealer
but selling prices are not reported, its Fair Market Value shall be the average
of the closing bid and asked prices for the Common Stock on the date of such
determination, if such date is a Trading Day, or if such date is not a Trading
Day, then on the Trading Day immediately preceding such date, as reported in The
Wall Street Journal or such other source as the Board deems reliable; or
(3) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the Board.
(m) "Offering Period" shall mean, subject to the second sentence of
Section 4 hereof, each calendar month commencing on the first Trading Day of the
month and ending on the last Trading Day of the month; provided, however that
the first Offering Period shall commence on July 1, 1998.
(n) "Parent" shall mean a corporation which is a "parent corporation" of
the Company within the meaning of section 424(e) of the Code.
(o) "Plan" shall mean this Nextlink Communications, Inc. Employee Stock
Purchase Plan.
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(p) "Purchase Price" shall mean an amount equal to 85% of the average of
the Fair Market Value of a share of Common Stock on (i) the Enrollment Date and
(ii) the Exercise Date.
(q) "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.
(r) "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange Act
or any successor provision.
(s) "Subsidiary" shall mean a corporation which is a "subsidiary
corporation" of the Company within the meaning of section 424(f) of the Code.
(t) "Trading Day" shall mean a day on which national stock exchanges and
NASDAQ are open for trading.
3. Eligibility.
(a) Each person who is an Employee, on a given Enrollment Date, shall be
eligible to participate in the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee would own stock (together with stock owned by any other
person or entity that would be attributed to such Employee pursuant to section
424(d) of the Code) of the Company (including, for this purpose, all shares of
stock subject to any outstanding options to purchase such stock, whether or not
currently exercisable and irrespective of whether such options are subject to
the favorable tax treatment of section 421(a) of the Code) possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or of any Parent or Subsidiary, or (ii) which permits
his or her rights to purchase stock under all employee stock purchase plans
(within the meaning of section 423 of the Code) of the Company and its Parents
and Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of Common Stock (determined at the Fair Market Value of the
Common Stock at the time such option is granted) for each calendar year in which
such option is outstanding at any time. The limitation described in clause (ii)
of the preceding sentence shall be applied in a manner consistent with Section
423(b)(8) of the Code.
4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods continuing from the first Offering Period until terminated in
accordance with Section 19 hereof. The Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without shareholder approval if such change
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is announced at least twenty-five (25) days prior to the scheduled beginning of
the first Offering Period to be affected thereafter.
5. Participation.
(a) An Employee may become a participant in the Plan for an Offering
Period by completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Committee no later
than the 20th day of the month immediately prior to the applicable Enrollment
Date, unless a later time for filing the subscription agreement is set by the
Board for all Employees with respect to a given Offering Period. A
participant's subscription agreement shall remain in effect for successive
Offering Periods unless the participant (i) ceases participation by delivery of
a new subscription agreement indicating his or her desire to cease participation
in future Offering Periods or (ii) withdraws from an Offering Period pursuant to
Section 10 hereof. Upon a participant's election to cease participation in the
Plan, any amount remaining in his account shall be returned to him promptly
after the end of the Offering Period during which he has elected to cease
participation.
(b) Payroll deductions for a participant shall commence on the first
payroll date on or following the Enrollment Date and shall end on the last
payroll date in the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in Section 10 hereof.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription agreement, he
or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount (expressed as a whole number percentage) not
exceeding ten percent (10%) of the Compensation which he or she receives on each
pay day during the Offering Period; provided, however, that the maximum number
of shares which may be purchased by any participant during any Offering Period
is the number of shares equal to $25,000 minus the fair market value of the
number of shares of Common Stock previously purchased during such calendar year,
such fair market value determined as of each such prior Enrollment Date during
the calendar year with respect to which the shares were previously purchased,
divided by the fair market value of the Common Stock on the Enrollment Date for
the current Offering Period.
(b) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and will be withheld in whole percentages only. A
participant may not make any additional payments into such account.
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(c) A participant may discontinue his or her participation in the Plan, as
provided in Section 10 hereof, at any time during the Offering Period prior to
the Exercise Date. Once an Offering Period has commenced, a participant may not
increase or decrease the rate of his or her payroll deductions for that Offering
Period, but may, during that Offering Period, increase or decrease the rate of
his or her payroll deductions for the next succeeding Offering Period, by
completing or filing with the Committee a new subscription agreement, no later
than the 20th day of the month immediately prior to the end of that Offering
Period, authorizing a change in payroll deduction rate.
(d) Notwithstanding the foregoing, a participant's payroll deductions may
be decreased to 0% (i) at any time, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, and (ii) for each
Offering Period, at such time during such Offering Period that the aggregate
fair market value of the Common Stock (measured as of the date of each
respective Enrollment Date) previously purchased when added to the fair market
value of the shares of Common Stock to be purchased with respect to such then
current Offering Period equals or would exceed $25,000 in such calendar year.
Subject to the preceding sentence, payroll deductions shall recommence at the
rate provided in such participant's subscription agreement at the beginning of
the next succeeding Offering Period, unless terminated by the participant as
provided in Section 10 hereof.
(e) At the time the option is exercised, in whole or in part, or at the
time some or all of the Common Stock issued under the Plan is disposed of, the
participant must make adequate provisions for the Company's federal, state, or
other tax withholding obligations, if any, which arise upon the exercise of the
option or the disposition of the Common Stock. At any time, the Company may,
but will not be obligated to, withhold from the participant's compensation the
amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by the Employee.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
Employee participating in such Offering Period shall be granted an option to
purchase on the Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Company's Common Stock
determined by dividing such Employee's payroll deductions accumulated prior to
such Exercise Date and retained in the participant's account as of the Exercise
Date by the applicable Purchase Price; provided, however, that the maximum
number of shares which may be purchased by any participant during any Offering
Period is the number of shares equal to $25,000 minus the fair market value of
the number of shares of Common Stock previously purchased during such calendar
year, such fair market value determined as of each such prior Enrollment Date
during the calendar year with respect
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to which the shares were previously purchased, divided by the fair market value
of the Common Stock on the Enrollment Date for the current Offering Period, and
provided, further, that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof, and shall expire on the last day of the Offering Period.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares will
be exercised automatically on the Exercise Date, and, subject to the limitations
set forth in Sections 3(b), 7 and 12 hereof, the maximum number of full shares
subject to option shall be purchased for such participant at the applicable
Purchase Price with the accumulated payroll deductions in his or her account.
During a participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by the participant.
9. Crediting of Shares and Delivery or Sale of Shares. As promptly as
practicable after each Exercise Date on which a purchase of shares occurs, the
Company shall arrange for the full and fractional shares of Common Stock to be
held by the Company on behalf of the participant or deposited in the brokerage
account of each participant at a brokerage house designated by the Committee.
The shares shall be held by the Company or in such brokerage account until such
time as the participant, or his or her designated beneficiary or estate in the
event of a participant's death, requests delivery of a stock certificate
representing any full shares of Common Stock or requests that any shares be sold
and the proceeds therefrom be distributed to such participant. Upon the request
of a participant, or his or her designated beneficiary or estate in the event of
a participant's death, any fractional shares of Common Stock will be distributed
in cash in the form of a check having a value equal to the value of such
fractional shares.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time prior to the Exercise Date of an Offering
Period by giving written notice to the Committee in the form of Exhibit B to
this Plan. All of the participant's payroll deductions credited to his or her
account but not yet used to purchase shares will be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made during the Offering Period.
If a participant withdraws from the Plan during an Offering Period, he or she
may not resume participation in the
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next succeeding Offering Period. A Participant who has withdrawn from an
Offering Period will be ineligible for future participation for the six
consecutive Offering Periods immediately following the Offering Period during
which he or she withdrew from the Plan and cannot resume participation in the
Plan until the seventh succeeding Offering Period. He or she may resume
participation for any such subsequent Offering Period by delivering to the
Company a new subscription agreement no later than the 20th day of the month
immediately prior to the Enrollment Date for such Offering Period.
(b) Upon a participant's ceasing to be an Employee, for any reason, he or
she will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but
not yet used to exercise the option will be distributed to such participant or,
in the case of his or her death, to the person or persons entitled thereto under
Section 14 hereof, and such participant's option will be automatically
terminated. Any full and fractional shares of Common Stock held in the
brokerage account of such participant shall remain in such account until such
participant or, in the case of his or her death, the person or persons
designated under Section 14 hereof, request that a certificate representing the
shares be distributed or that such shares be sold and the proceeds from the sale
distributed to the participant, or such other person. Upon a participant's
request, any fractional shares of Common Stock will be distributed in cash in
the form of a check having a value equal to the value of such fractional shares.
(c) A participant's withdrawal from an Offering Period will not have any
effect upon his or her eligibility to participate in any similar plan which may
hereafter be adopted by the Company.
11. Interest.
No interest or other increment shall accrue or be payable with respect to
any of the payroll deductions of a participant in the Plan.
12. Stock.
(a) The shares of Common Stock to be offered and sold to participants
under the Plan may, at the election of the Company, be either treasury shares,
shares acquired on the open market by an independent brokerage firm specifically
to satisfy obligations under the Plan or authorized but previously unissued
shares of Common Stock. The maximum number of shares of Common Stock which
shall be made available for sale under the Plan shall be 3,000,000 shares,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 18 hereof. If on a given Exercise Date the number of shares
with respect to which options are to be exercised exceeds the number of shares
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then available under the Plan, the Committee shall make a pro rata allocation of
the shares remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable.
(b) No participant will have an interest or voting right in shares covered
by his option until such option has been exercised. All shares of Common Stock
held by the Company or in a participant's brokerage account on behalf of a
participant shall be voted by such participant. Dividends accruing on shares of
Common Stock, if any, held in a participant's brokerage account shall be
reinvested in shares of Common Stock at the full market value of such shares at
the time of purchase and deposited in such brokerage account until such time as
the participant requests delivery or sale of shares of Common Stock as set forth
in Section 9 herein.
(c) Shares to be held by the Company or deposited into a participant's
brokerage account under the Plan will be registered in the name of the
participant.
13. Administration.
(a) Administrative Body. The Plan shall be administered by the Committee.
The Committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. The Committee shall also
have authority to develop, amend and terminate rules governing the operation of
the Plan in conformity with the terms of the Plan. Every finding, decision and
determination made by the Committee shall, to the full extent permitted by law,
be final and binding upon all parties.
(b) Rule 16b-3 Limitations. Notwithstanding the provisions of Subsection
(a) of this Section 13, in the event that Rule 16b-3 provides specific
requirements for the administrators of plans of this type, the Plan shall be
only administered by such a body and in such a manner as shall comply with the
applicable requirements of Rule 16b-3.
14. Designation of Beneficiary.
(a) A participant may file a written designation of a beneficiary who is
to receive the rights to any full or fractional shares of Common Stock in the
participant's brokerage account under the Plan in the event of such
participant's death subsequent to an Exercise Date on which the option is
exercised but prior to distribution of such shares to such participant. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to exercise of the option.
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(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the executor or administrator of the
estate of the participant shall have all the rights to the cash and or shares of
Common Stock attributable to such participant or his or her brokerage account
under the Plan.
15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.
16. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating Employees at
least annually, within such time as the Committee may reasonably determine,
which statements will set forth the amounts of payroll deductions, the Purchase
Price, the number of shares purchased and held in the participant's brokerage
account.
18. Adjustments Upon Changes in Capitalization.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the Reserves as well as the price per share of
Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to,
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the number or price of shares of Common Stock subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Offering Period will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines,
in the exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date"). If the Board shortens the Offering
Period then in progress in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for his option has been changed to the new Exercise Date and that his or
her option will be exercised automatically on the new Exercise Date, unless
prior to such date he or she has withdrawn from the Offering Period as provided
in Section 10 hereof. For purposes of this paragraph, an option granted under
the Plan shall be deemed to be assumed if, following the sale of assets or
merger, the option confers the right to purchase, for each share of Common Stock
subject to the option immediately prior to the sale of assets or merger, the
consideration (whether stock, cash or other securities or property) received in
the sale of assets or merger by holders of Common Stock for each share of Common
Stock held on the effective date of the transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided,
however, that if such consideration received in the sale of assets or merger was
not solely common stock of the successor corporation or its parent (as defined
in Section 424(e) of the Code), the Board may, with the consent of the successor
corporation and the participant, provide for the consideration to be received
upon exercise of the option to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the sale of assets or
merger.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event the Company
effects one or more reorganizations, recapitalizations, rights offerings or
other increases or reductions of shares of its outstanding Common
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Stock, and in the event of the Company being consolidated with or merged into
any other corporation.
19. Amendment or Termination.
(a) The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 18 hereof, no such termination may
adversely affect options previously granted; provided, that an Offering Period
may be terminated by the Board on any Exercise Date if the Board determines that
the termination of the Plan is in the best interests of the Company and its
shareholders. Except as provided in Section 18 hereof, no amendment may make
any change in any option theretofore granted which adversely affects the rights
of any participant. To the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any other applicable law or
regulation), the Company shall obtain shareholder approval in such a manner and
to such a degree as required.
(b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or the Committee) shall be entitled to change the Offering Periods, limit
the frequency or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods or accounting and crediting procedures
to ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
(or the Committee) finds, in its sole discretion, advisable and consistent with
the Plan.
20. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder and the requirements of any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
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As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
22. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years thereafter unless sooner terminated under Section 19 hereof.
As adopted by the Board of Directors
of Nextlink Communications, Inc.
on March 26, 1998
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EXHIBIT A
NEXTLINK COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
___ Original Application Enrollment Date:____________
___ Change in Payroll Deduction Rate
___ Change of Beneficiary(ies)
___ Cease future participation in Plan
1. ____________________________________________________ hereby elects to ____
participate in ____ cease participation in (check one) the Nextlink
Communications, Inc. Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan") for the Offering Period commencing on the Enrollment Date
listed above.
2. I understand that by choosing to participate in the Employee Stock Purchase
Plan I have chosen to subscribes to purchase shares of the Company's Class
A Common Stock in accordance with this Subscription Agreement and the
Employee Stock Purchase Plan.
3. I hereby authorize payroll deductions from each paycheck in the amount of
____ % (a whole number not to exceed 10%) of my Compensation on each payday
during this Offering Period and all future Offering Periods in accordance
with the Employee Stock Purchase Plan. (Please note that no fractional
percentages are permitted.)
4. I understand that said payroll deductions will be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I
understand that if I do not withdraw from an Offering Period, any
accumulated payroll deductions will be used to automatically exercise my
option on the applicable Exercise Date.
5. I have received a copy of "Information Regarding the Nextlink
Communications, Inc. Employee Stock Purchase Plan", which is accompanied by
a copy of the complete "Nextlink Communications, Inc. Employee Stock
Purchase Plan." I understand that my participation in the Employee Stock
Purchase Plan is in all respects subject to the terms of the Plan.
6. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name of (Employee Only):__________________________________
_____________________________________________________. I understand that
shares purchased by me under the Plan will
be held in an account for me by the Company or a brokerage firm until I
request delivery of such shares.
7. I understand that, under current Federal income tax law, if I dispose of
any shares received by me pursuant to the Plan within two years after the
Enrollment Date (i.e., within two years after the first day of the Offering
Period during which I purchased such shares), I will be treated for Federal
income tax purposes as having made a disqualifying disposition, and as
having received ordinary income at the time of such disposition in an
amount equal to the excess of the fair market value of the shares at the
time such shares were delivered to me over the price which I paid for the
shares. The remainder of the gain, if any, recognized on such
disqualifying disposition will be taxed as capital gain. I hereby agree to
notify the Company in writing within 30 days after the date of any
disqualifying disposition of my shares and I will make adequate provision
for federal, state or other tax withholding obligations, if any, which
arise upon such disqualifying disposition. The Company may, but will not
be obligated to, withhold from my Compensation the amount necessary to meet
any applicable withholding obligation including any withholding necessary
to make available to the Company any tax deductions or benefits
attributable to the sale or disqualifying disposition of Common Stock by
me. If I dispose of such shares at any time after the expiration of the
two-year holding period, I understand that I will be treated for federal
income tax purposes as having received income only at the time of such
disposition, and that such income will be taxed as ordinary income only to
the extent of an amount equal to the lesser of (1) the excess of the fair
market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 15% of the fair market
value of the shares on the first day of the Offering Period in which the
shares were purchased. The remainder of the gain, if any, recognized on
such disposition will be taxed as capital gain.
8. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Subscription Agreement is dependent upon
my eligibility to participate in the Employee Stock Purchase Plan.
9. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Employee Stock Purchase Plan:
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Name: (Please Print)
_________________________________________________________________
(Last) (First) (Middle)
____________________ ___________________________________
Relationship
___________________________________
(Address)
Name: (Please Print)
_______________________________________________________________________________
(Last) (First) (Middle)
____________________ __________________________________________
Relationship
___________________________________________
(Address)
Employee's Social
Security Number: ___________________________________________
Employee's Address: ___________________________________________
___________________________________________
___________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME AND THAT ANY AMOUNT
REMAINING IN MY ACCOUNT FOLLOWING AN EXERCISE DATE SHALL, UNLESS EARLIER
WITHDRAWN, BE USED TO PURCHASE SHARES IN THE NEXT SUCCEEDING OFFERING PERIOD.
IF I HAVE CHOSEN TO CEASE PARTICIPATION IN THE PLAN, ANY AMOUNT REMAINING IN MY
ACCOUNT WILL BE RETURNED TO ME.
Dated: ____________ ___________________________________________
Signature of Employee
3
EXHIBIT B
NEXTLINK COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Nextlink
Communications, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase
Plan") which began on ________________ , 19 (the "Enrollment Date") hereby
notifies the Company that he or she hereby withdraws from the Offering Period.
The undersigned hereby directs the Company to pay to the undersigned as promptly
as practicable all the payroll deductions credited to his or her account with
respect to such Offering Period. The undersigned understands and agrees that
his or her option for such Offering Period will be automatically terminated.
The undersigned also understands that no further payroll deductions will be made
for the purchase of shares in the current Offering Period and the undersigned
may not participate in the Employee Stock Purchase Plan for the six consecutive
Offering Periods immediately following the current Offering Period. The
undersigned may resume participation in the Employee Stock Purchase Plan (if
otherwise eligible) in the seventh or any future Offering Period following the
current Offering Period only by delivering to the Company a new Subscription
Agreement within the requisite time period set forth in of the Employee Stock
Purchase Plan for such Offering Period.
Name and Address of Participant
___________________________________
___________________________________
___________________________________
Signature:
___________________________________
Date: _____________________________