Exhibit 10.1
LUMINANT WORLDWIDE CORPORATION
1999 LONG-TERM INCENTIVE PLAN
PURPOSE Luminant Worldwide Corporation, a Delaware
corporation (the "COMPANY"), wishes to recruit,
reward, and retain employees and outside directors.
To further these objectives, the Company hereby sets
forth the Luminant Worldwide Corporation 1999
Long-Term Incentive Plan (the "PLAN"), effective as
of August 6, 1999 (the "EFFECTIVE DATE"), to provide
options ("OPTIONS") to employees and outside
directors of the Company and its subsidiaries to
purchase shares of the Company's common stock (the
"COMMON STOCK").
PARTICIPANTS All Employees of the Company and any Eligible
Subsidiaries are eligible for Options under this
Plan. Eligible employees become "OPTIONEES" when the
Administrator grants them an option under this Plan.
The Administrator may also grant options to
consultants and certain other service providers. The
term OPTIONEE also includes, where appropriate, a
person authorized to exercise an Option in place of
the original recipient.
EMPLOYEE means any person employed as a common law employee
of the Company or an Eligible Subsidiary.
ADMINISTRATOR The ADMINISTRATOR will be the Compensation Committee
of the Board of Directors, unless the Board specifies
another committee of the Board, but the Board may
still act under the Plan as though it were the
Compensation Committee.
The Administrator is responsible for the general operation
and administration of the Plan and for carrying out its
provisions and has full discretion in interpreting and
administering the provisions of the Plan. Subject to the
express provisions of the Plan, the Administrator may
exercise such powers and authority of the Board as the
Administrator may find necessary or appropriate to carry out
its functions. The Administrator may delegate its functions
(other than those described in the GRANTING OF OPTIONS
section) to officers or other employees of the Company.
The Administrator's powers will include, but not be limited
to, the power to amend, waive, or extend any provision or
limitation of any Option. The Administrator may act through
meetings of a majority of its members or by unanimous
consent.
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1999 Long-Term Incentive Plan
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GRANTING OF Subject to the terms of the Plan, the Administrator
OPTIONS will, in its sole discretion, determine
the persons who receive Options,
the terms of such Options,
the schedule for exercisability (including any
requirements that the optionee or the Company satisfy
performance criteria),
the time and conditions for expiration of the Option,
and
the form of payment due upon exercise.
The Administrator's determinations under the Plan need not be
uniform and need not consider whether possible recipients are
similarly situated.
Options granted to employees may be "incentive stock options"
("ISOS") within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "CODE"), or the corresponding
provision of any subsequently enacted tax statute, or
nonqualified stock options ("NQSOS"), and the Administrator
will specify which form of option it is granting. (If the
Administrator fails to specify the form, it will be an ISO.)
Options granted to outside directors, including Formula
Options, must be nonqualified stock options.
SUBSTITUTIONS The Administrator may also grant Options in
substitution for options or other equity
interests held by individuals who become
Employees of the Company or of an Eligible
Subsidiary as a result of the Company's or
Subsidiary's acquiring or merging with the
individual's employer or acquiring its
assets. In addition, the Administrator may
provide for the Plan's assumption of options
granted outside the Plan to persons who
would have been eligible under the terms of
the Plan to receive a grant, including both
persons who provided services to any
acquired company or business and persons who
provided services to the Company or any
Subsidiary. If necessary to conform the
Options to the interests for which they are
substitutes, the Administrator may grant
substitute Options under terms and
conditions that vary from those the Plan
otherwise requires.
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1999 Long-Term Incentive Plan
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DIRECTOR Each director who is not an employee of the Company
FORMULA will receive a formula stock option
OPTIONS ("FORMULA OPTION") as of effective date of the
registration of the Company's initial public
offering (the "IPO EFFECTIVE DATE") with respect
to 15,000 shares of Common Stock, as will each
non-employee director later appointed or elected
to the Board (with the grant made as of the date
of his first election or appointment). Each such
non-employee director serving on the Board at each
annual meeting of the Company's stockholders
(beginning with the meeting at least six months
after the Effective Date and excluding directors
who leave the Board on the day of the annual
meeting) will receive a Formula Option as of that
meeting with respect to 10,000 shares of Common
Stock. The Exercise Price for Formula Options will
be the Fair Market Value on the Date of Grant. The
Board or the Administrator may also make
discretionary Option grants to outside directors.
EXERCISE Unless the Administrator specifies otherwise, each
SCHEDULE Formula Option will become exercisable as to
one-sixth every six months over the three years
following the Date of Grant. A Formula Option will
become exercisable in its entirety upon the
director's death, disability, or attainment of age
70.
DATE OF GRANT The DATE OF GRANT will be the date as of which this
Plan (for Formula Options) or the Administrator
grants an Option to a participant, as specified in
the Plan or in the Administrator's minutes.
EXERCISE PRICE The EXERCISE PRICE is the value of the consideration
that an optionee must provide in exchange for one
share of Common Stock. The Administrator will
determine the Exercise Price under each Option and
may set the Exercise Price without regard to the
Exercise Price of any other Options granted at the
same or any other time. The Company may use the
consideration it receives from the optionee for
general corporate purposes.
The Exercise Price per share for NQSOs may not be less than
100% of the Fair Market Value of a share on the Date of Grant
for grants made after the IPO Effective Date. For ISOs, the
Exercise Price per share must be at least 100% of the Fair
Market Value (on the Date of Grant) of a share of Common Stock
covered by the Option; PROVIDED, HOWEVER, that if the
Administrator decides to grant an ISO to someone covered by
Code Sections 422(b)(6) and 424(d) (as a
more-than-10%-stock-owner), the Exercise Price must be at
least 110% of the Fair Market Value.
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1999 Long-Term Incentive Plan
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FAIR MARKET FAIR MARKET VALUE of a share of Common Stock for
VALUE purposes of the Plan will be determined as follows:
if the Company has no publicly-traded stock, the
Administrator will determine the Fair Market Value
for purposes of the Plan using any measure of value
it determines in good faith to be appropriate;
if the Common Stock trades on a national securities
exchange, the closing sale price on that date;
if the Common Stock does not trade on any such
exchange, the closing sale price as reported by the
National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") for such date;
if no such closing sale price information is
available, the average of the closing bid and asked
prices that Nasdaq reports for such date; or
if there are no such closing bid and asked prices,
the average of the closing bid and asked prices as
reported by any other commercial service for such
date.
For any date that is not a trading day, the Fair
Market Value of a share of Common Stock for such date
will be determined by using the closing sale price or
the average of the closing bid and asked prices, as
appropriate, for the immediately preceding trading
day. The Administrator can substitute a particular
time of day or other measure of "closing sale price"
if appropriate because of changes in exchange or
market procedures.
The Fair Market Value will be treated as equal to the
price established in an IPO for any Options granted
as of the IPO if they are granted on or before the
date on which the IPO's underwriters price the IPO or
granted on the following day before trading opens in
the Common Stock.
The Administrator has sole discretion to determine
the Fair Market Value for purposes of this Plan, and
all Options are conditioned on the optionees'
agreement that the Administrator's determination is
conclusive and binding even though others might make
a different and also reasonable determination.
EXERCISABILITY The Administrator will determine the times and
conditions for exercise of each Option.
Options will become exercisable at such times and in such
manner as the
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1999 Long-Term Incentive Plan
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Administrator determines and the Option Agreement indicates;
PROVIDED, HOWEVER, that the Administrator may, on such terms
and conditions as it determines appropriate, accelerate the
time at which the optionee may exercise any portion of an
Option.
If the Administrator does not specify otherwise, Options
will become exercisable as to one sixth of the covered
shares six months following the Date of Grant and one sixth
after each following six months.
No portion of an Option that is unexercisable at an
optionee's termination of employment will thereafter become
exercisable, unless the Option Agreement provides otherwise,
either initially or by amendment.
CHANGE OF Upon a Change of Control (as defined below), all
CONTROL Options will become fully exercisable, unless the
optionee's Option Agreement provides otherwise. A
CHANGE OF CONTROL for this purpose means the
occurrence of any one or more of the following events
after the Company's IPO:
a person, entity, or group (other than the Company,
any Company subsidiary, any Company benefit plan, or
any underwriter temporarily holding securities for an
offering of such securities) acquires ownership of
more than 50% of the undiluted total voting power of
the Company's then-outstanding securities eligible to
vote to elect members of the Board ("COMPANY VOTING
SECURITIES");
completion of a merger or consolidation of the
Company with or into any other entity -- unless the
holders of the Company Voting Securities outstanding
immediately before such completion, together with any
trustee or other fiduciary holding securities under a
Company benefit plan, hold securities that represent
immediately after such merger or consolidation at
least 50% of the combined voting power of the then
outstanding voting securities of either the Company
or the other surviving entity or its parent; or
the stockholders of the Company approve (i) a plan of
complete liquidation or dissolution of the Company or
(ii) an agreement for the Company's sale or
disposition of all or substantially all the Company's
assets, AND such liquidation, dissolution, sale, or
disposition is completed.
Even if other tests are met, a Change of Control has not
occurred under any circumstance in which the Company files for
bankruptcy protection or is reorganized following a bankruptcy
filing. The Administrator may allow conditional exercises in
advance of the completion of a Change of Control that are
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1999 Long-Term Incentive Plan
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then rescinded if no Change of Control occurs. [CHECK WITH
ACCOUNTANTS: In addition, unless the Board determines
otherwise, the acceleration will not occur if it would render
unavailable "pooling of interest" accounting for any
reorganization, merger, or consolidation of the Company.]
The ADJUSTMENT UPON CHANGES IN CAPITAL STOCK provisions will
also apply if the Change of Control is a SUBSTANTIAL CORPORATE
CHANGE (as defined in those provisions). If a Change of
Control is also a Substantial Corporate Change, the Change of
Control provision will apply before the application of the
Substantial Corporate Change provision.
LIMITATION ON An Option granted to an employee will be an ISO only
ISOs to the extent that the ISOS aggregate Fair Market
Value (determined at the Date of Grant) of the stock
with respect to which are exercisable for the first
time by the optionee during any calendar year (under
the Plan and all other plans of the Company and its
subsidiary corporations, within the meaning of Code
Section 422(d)), does not exceed $100,000. This
limitation applies to Options in the order in which
such Options were granted. If, by design or
operation, the Option exceeds this limit, the excess
will be treated as an NQSO.
METHOD OF To exercise any exercisable portion of an Option, the
EXERCISE optionee must:
Deliver notice of exercise to the Secretary of the
Company (or to whomever the Administrator
designates), in a form complying with any rules the
Administrator may issue, signed or otherwise
authenticated by the optionee, and specifying the
number of shares of Common Stock underlying the
portion of the Option the optionee is exercising;
Pay the full Exercise Price by cash or a cashier's or
certified check for the shares of Common Stock with
respect to which the Option is being exercised,
unless the Administrator consents to another form of
payment (which could include loans from the Company
or the use of Common Stock); and
Deliver to the Administrator such representations and
documents as the Administrator, in its sole
discretion, may consider necessary or advisable.
After an IPO, payment in full of the Exercise Price need not
accompany the written notice of exercise if the exercise
complies with a previouslyapproved cashless exercise method,
including, for example, that the notice directs that the stock
certificates (or other indicia of ownership) for the shares
issued upon the
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1999 Long-Term Incentive Plan
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exercise be delivered to a licensed broker acceptable to the
Company as the agent for the individual exercising the option
and at the time the stock certificates (or other indicia) are
delivered to the broker, the broker will tender to the Company
cash or cash equivalents acceptable to the Company and equal
to the Exercise Price and any required withholding taxes.
If the Administrator agrees to allow an optionee to pay
through tendering shares of Common Stock to the Company, the
individual can only tender stock he has held for at least six
months at the time of surrender. Shares of stock offered as
payment will be valued, for purposes of determining the extent
to which the optionee has paid the Exercise Price, at their
Fair Market Value on the date of exercise. The Administrator
may also, in its discretion, accept attestation of ownership
of Common Stock and issue a net number of shares upon Option
exercise, or, after an IPO, by having a broker tender to the
Company cash equal to the exercise price and any withholding
taxes.
OPTION No one may exercise an Option more than ten years after its
EXPIRATION Date of Grant (or five years for ISOs granted to 10% owners
covered by Code Sections 422(b)(6) and 424(d)). Unless the
Option Agreement provides otherwise, either initially or by
amendment, no one may exercise an Option after the first to
occur of:
EMPLOYMENT The 90th day after the date of termination of
TERMINATION employment (other than for death or
Disability), where termination of employment
means the time when the employer-employee or
other serviceproviding relationship between
the employee and the Company ends for any
reason. The Administrator may provide that
Options terminate immediately upon
termination of employment for "cause" under
an employee's employment or consultant's
services agreement or under another
definition specified in the Option
Agreement. Unless the Option Agreement
provides otherwise, termination of
employment does not include instances in
which the Company immediately rehires a
common law employee as an independent
contractor. The Administrator, in its sole
discretion, will determine all questions of
whether particular terminations or leaves of
absence are terminations of employment.
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1999 Long-Term Incentive Plan
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GROSS MISCONDUCT For the Company's termination of the optionee's
employment as a result of the optionee's Gross
Misconduct, the time of such termination. For
purposes of this Plan, "GROSS MISCONDUCT" means the
optionee has
committed fraud, misappropriation, embezzlement, or
willful misconduct that has resulted or is likely to
result in material harm to the Company;
committed or been indicted for or convicted of, or
pled guilty or no contest to, any misdemeanor (other
than for minor infractions or traffic violations)
involving fraud, breach of trust, misappropriation,
or other similar activity, or any felony; or
committed an act of gross negligence or otherwise
acted with willful disregard for the Company's best
interests in a manner that has resulted or is likely
to result in material harm to the Company.
If the optionee has a written employment agreement in
effect at the time of his termination that specifies
"cause" for termination, "Gross Misconduct" for
purposes of his termination will refer to "cause"
under the employment agreement, rather than to the
foregoing definition.
DISABILITY For disability, the earlier of (i) the first
anniversary of the optionee's termination of
employment for disability and (ii) 60 days
after the optionee no longer has a
disability, where "DISABILITY" means the
inability to engage in any substantial
gainful activity because of any medically
determinable physical or mental impairment
that can be expected to result in death or
that has lasted or can be expected to last
for a continuous period of not less than 12
months; or
DEATH The date 12 months after the optionee's
death.
If exercise is permitted after termination of employment, the
Option will nevertheless expire as of the date that the former
service provider violates any covenant not to compete or other
post-employment covenant in effect between the Company and the
former service provider. In addition, an optionee who
exercises an Option more than 90 days after termination of
employment with the Company and/or Eligible Subsidiaries will
only receive ISO treatment to the extent the law permits, and
becoming or remaining an employee of another related company
(that is not an Eligible Subsidiary) or an independent
contractor will not prevent loss of ISO status because of the
formal termination of employment.
Nothing in this Plan extends the term of an Option beyond the
tenth anniversary
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1999 Long-Term Incentive Plan
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of its Date of Grant, nor does anything in this OPTION
EXPIRATION section make an Option exercisable that has not
otherwise become exercisable, unless the Administrator
specifies otherwise.
OPTION Option Agreements (which could be certificates) will
AGREEMENT set forth the terms of each Option and will include
such terms and conditions, consistent with the Plan,
as the Administrator may determine are necessary or
advisable. To the extent the agreement is
inconsistent with the Plan, the Plan will govern. The
Option Agreements may contain special rules.
PUT AND CALL The Administrator may provide in Option Agreements
RIGHTS that the Company has the right (or obligation) to
purchase outstanding Options, or the shares received
from exercising an Option, under certain
circumstances, including termination of employment
for any reason or death and may provide for rights of
first refusal. The Administrator may distinguish
between unexercisable and exercisable Options.
STOCK SUBJECT Except as adjusted below under CORPORATE CHANGES,
TO PLAN
the aggregate number of shares of Common Stock that
may be issued under Options may not exceed 12,838,602
(which will be automatically adjusted to equal 30% of
the sum of the shares of Common Stock outstanding
immediately after the IPO plus any shares reserved
for underwriter over-allotments),
the maximum number of shares that may be granted
under Options for a single individual in a calendar
year may not exceed 50% of the preceding number,
provided that the individual maximum applies only to
Options first made under this Plan and not to Options
made in substitution of a prior employer's options or
other incentives, except as Code Section 162(m)
otherwise requires, and
the aggregate number of shares of Common Stock that
may be issued under ISOs may not exceed 6,000,000,
plus the number necessary to provide ISOs in
substitution for pre-IPO ISOs.
The Common Stock will come from either authorized but unissued
shares or from previously issued shares that the Company
reacquires, including shares it purchases on the open market
or holds as treasury shares. If any Option expires, is
canceled, or terminates for any other reason, the shares of
Common Stock available under that Option will again be
available for the granting of new Options (but will be counted
against that calendar year's limit for a given
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1999 Long-Term Incentive Plan
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individual).
No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.
The optionee will have no rights of a stockholder with respect
to the shares of stock subject to an Option except to the
extent that the Company has issued certificates for, or
otherwise confirmed ownership of, such shares upon the
exercise of the Option.
The Company will not issue fractional shares pursuant to the
exercise of an Option, but the Administrator may, in its
discretion, direct the Company to make a cash payment in lieu
of fractional shares.
PERSON WHO During the optionee's lifetime and except as provided
MAY EXERCISE under TRANSFERS, ASSIGNMENTS, AND PLEDGES, only the
optionee or his duly appointed guardian or personal
representative may exercise the Options. After his
death, his personal representative or any other
person authorized under a will or under the laws of
descent and distribution may exercise any then
exercisable portion of an Option. If someone other
than the original recipient seeks to exercise any
portion of an Option, the Administrator may request
such proof as it may consider necessary or
appropriate of the person's right to exercise the
Option.
ADJUSTMENTS Subject to any required action by the Company (which
UPON CHANGES it agrees to promptly take) or its stockholders, and
IN CAPITAL subject to the provisions of applicable corporate
STOCK law, if, after the Date of Grant of an Option,
the outstanding shares of Common Stock increase or
decrease or change into or are exchanged for a
different number or kind of security because of any
recapitalization, reclassification, stock split,
reverse stock split, combination of shares, exchange
of shares, stock dividend, or other distribution
payable in capital stock, or
some other increase or decrease in such Common Stock
occurs without the Company's receiving consideration
(excluding, unless the Administrator determines
otherwise, stock repurchases),
the Administrator must make a proportionate and
appropriate adjustment in the number of shares of
Common Stock underlying each Option, so that the
proportionate interest of the optionee immediately
following such event will, to the extent practicable,
be the same as immediately before such event. (This
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1999 Long-Term Incentive Plan
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adjustment does not apply to Common Stock that the
optionee has already purchased.) Unless the
Administrator determines another method would be
appropriate, any such adjustment to an Option will
not change the total price with respect to shares of
Common Stock underlying the unexercised portion of
the Option but will include a corresponding
proportionate adjustment in the Option's Exercise
Price.
The Administrator will make a commensurate change to
the maximum number and kind of shares provided in the
STOCK SUBJECT TO PLAN section.
All references to numbers of shares of Common Stock in
the Plan and in any Option grants made on or before
the IPO Effective Date assume the IPO is or will be
completed and thus relate to post-IPO numbers of
shares.
Any issue by the Company of any class of preferred
stock, or securities convertible into shares of common
or preferred stock of any class, will not affect, and
no adjustment by reason thereof will be made with
respect to, the number of shares of Common Stock
subject to any Option or the Exercise Price except as
this ADJUSTMENTS section specifically provides. The
grant of an Option under the Plan will not affect in
any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to
merge or to consolidate, or to dissolve, liquidate,
sell, or transfer all or any part of its business or
assets.
SUBSTANTIAL Upon a SUBSTANTIAL CORPORATE CHANGE, the Plan and any
CORPORATE unexercised Options will TERMINATE unless provision is
CHANGE made in writing in connection with such transaction
for
the assumption or continuation of outstanding
Options, or
the substitution for such options or grants of any
options or grants covering the stock or securities of
a successor employer corporation, or a parent or
subsidiary of such successor, with appropriate
adjustments as to the number and kind of shares of
stock and prices, in which event the Options will
continue in the manner and under the terms so
provided.
If an Option would otherwise terminate under the
preceding sentence and the Fair Market Value indicated
by the Substantial Corporate Change
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1999 Long-Term Incentive Plan
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exceeds or is likely to exceed the Exercise Price,
the Administrator will either provide that
optionees will have the right, at such time before
the completion of the transaction causing such
termination as the Board or the Administrator
reasonably designates, to exercise any unexercised
portions of the Option, whether or not they had
previously become exercisable, or
cause the Company, or agree to allow the successor,
to cancel each Option after payment to the optionee
of an amount in cash, cash equivalents, or successor
equity interests substantially equal to the Fair
Market Value under the transaction minus the Exercise
Price for the shares covered by the Option (and,
where the Board or Administrator determines it is
appropriate, any required tax withholdings).
The Board or other Administrator may take any actions
described in ADJUSTMENTS UPON CHANGES IN CAPITAL STOCK
section, including the Substantial Corporate Changes section,
without any requirement to seek optionee consent. [PENDING
COMMENTS FROM ACCOUNTANTS: However, unless the Board
determines otherwise, the acceleration will not occur if it
would render unavailable "pooling of interest" accounting for
any reorganization, merger, or consolidation of the Company.]
A SUBSTANTIAL CORPORATE CHANGE means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of
the Company with one or more corporations or
other entities in which the Company is not
the surviving corporation,
the sale of substantially all of the assets
of the Company to another entity or an
individual, or
any transaction (including a merger or
reorganization in which the Company survives)
approved by the Board that results in any
person or entity (other than any affiliate of
the Company as defined in Rule 144(a)(1)
under the Securities Act, any Company
Subsidiary, any Company benefit plan, or any
underwriter temporarily holding securities
for an offering of such securities) owning
100% of the combined voting power of all
classes of stock of the Company.
SUBSIDIARY Employees of Company Subsidiaries will be
EMPLOYEES entitled to participate in the Plan, except
as otherwise designated by the Board of
Directors or the
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1999 Long-Term Incentive Plan
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Administrator.
Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Administrator otherwise
specifies. For ISO grants, SUBSIDIARY means any
corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if,
at the time an Option is granted to a Participant
under the Plan, each corporation (other than the last
corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting
power of all classes of stock in another corporation
in such chain. For ISOs, Subsidiary also includes a
single-member limited liability company included
within the chain described in the preceding sentence.
The Board or the Administrator may use a different
definition of Subsidiary for NQSOs.
LEGAL The Company will not issue any shares of Common Stock
COMPLIANCE under an Option until all applicable requirements
imposed by Federal and state securities and other
laws, rules, and regulations, and by any applicable
regulatory agencies or stock exchanges, have been
fully met. To that end, the Company may require the
optionee to take any reasonable action to comply with
such requirements before issuing such shares. No
provision in the Plan or action taken under it
authorizes any action that Federal or state laws
otherwise prohibit.
The Plan is intended to conform to the extent
necessary with all provisions of the Securities Act of
1933 ("SECURITIES ACT") and the Securities Exchange
Act of 1934 and all regulations and rules the
Securities and Exchange Commission issues under those
laws. Notwithstanding anything in the Plan to the
contrary, the Administrator must administer the Plan,
and Options may be granted and exercised, only in a
way that conforms to such laws, rules, and
regulations. To the extent permitted by applicable
law, the Plan and any Options will be treated as
amended to the extent necessary to conform to such
laws, rules, and regulations.
PURCHASE FOR Unless a registration statement under the Securities
INVESTMENT Act covers the shares of Common Stock an optionee
AND OTHER receives upon exercising his Option, the Administrator
RESTRICTIONS may require, at the time of such exercise, that the
optionee agree in writing to acquire such shares for
investment and not for public resale or distribution,
unless and until the shares subject to the Option are
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1999 Long-Term Incentive Plan
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registered under the Securities Act. Unless the
shares are registered under the Securities Act, the
optionee must acknowledge:
that the shares purchased on exercise of the
Option are not so registered,
that the optionee may not sell or otherwise
transfer the shares unless
such sale or transfer complies with all
applicable laws, rules, and regulations,
including all applicable Federal and state
securities laws, rules, and regulations, and
either
the shares have been registered under the
Securities Act in connection with the sale
or transfer thereof, or
counsel satisfactory to the Company has
issued an opinion satisfactory to the
Company that the sale or other transfer of
such shares is exempt from registration
under the Securities Act.
Additionally, the Common Stock, when issued upon the
exercise of an Option, will be subject to any other
transfer restrictions, rights of first refusal, and
rights of repurchase set forth in or incorporated by
reference into other applicable documents, including
the Option Agreements, or the Company's articles or
certificate of incorporation, by-laws, or generally
applicable stockholders' agreements.
The Administrator may, in its sole discretion, take
whatever additional actions it deems appropriate to
comply with such restrictions and applicable laws,
including placing legends on certificates and issuing
stop-transfer orders to transfer agents and
registrars.
TAX WITHHOLDING The optionee must satisfy all applicable Federal,
state, and local income and employment tax
withholding requirements before the Company will
deliver stock certificates or otherwise recognize
ownership upon the exercise of an Option. The Company
may decide to satisfy the withholding obligations
through additional withholding on salary or wages. If
the Company does not or cannot withhold from other
compensation, the optionee must pay the Company, with
a cashier's check or certified check, the full
amounts, if any, required for withholding. Payment of
withholding obligations is due at the same time as is
payment of the Exercise Price. If the Administrator
so determines, the optionee may instead satisfy the
withholding obligations by directing the Company to
retain shares from the Option exercise, by tendering
previously owned shares, or by attesting to his
ownership of shares (with the distribution of net
shares), or, after an
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1999 Long-Term Incentive Plan
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IPO, by having a broker tender to the Company cash
equal to the withholding taxes.
TRANSFERS, Unless the Administrator otherwise approves in advance
ASSIGNMENTS, in writing for estate planning or other purposes, an
AND PLEDGES Option may not be assigned, pledged, or otherwise
transferred in any way, whether by operation of law
or otherwise or through any legal or equitable
proceedings (including bankruptcy), by the optionee
to any person, except by will or by operation of
applicable laws of descent and distribution. If
necessary to comply with Rule 16b-3, the optionee may
not transfer or pledge shares of Common Stock
acquired upon exercise of an Option until at least
six months have elapsed from (but excluding) the Date
of Grant, unless the Administrator approves otherwise
in advance in writing. The Administrator may, in its
discretion, expressly provide that an optionee may
transfer his Option, without receiving consideration,
to (i) members of his immediate family (children,
grandchildren, or spouse), (ii) trusts for the
benefit of such family members, or (iii) partnerships
whose only partners are such family members.
AMENDMENT OR The Board may amend, suspend, or terminate the Plan at
TERMINATION any time, without the consent of the optionees or
OF PLAN AND their beneficiaries; PROVIDED, HOWEVER, that no
OPTIONS amendment will deprive any optionee or beneficiary of
any previously declared Option. Except as required by
law or by the SUBSTANTIAL CORPORATE CHANGES section,
the Administrator may not, without the optionee's or
beneficiary's consent, modify the terms and
conditions of an Option so as to adversely affect the
optionee. No amendment, suspension, or termination of
the Plan will, without the optionee's or
beneficiary's consent, terminate or materially
adversely affect any right or obligations under any
outstanding Options, except as provided in the
SUBSTANTIAL CORPORATE CHANGES Section.
PRIVILEGES OF No optionee and no beneficiary or other person
STOCK claiming under or through such optionee will have any
OWNERSHIP right, title, or interest in or to any shares of
Common Stock allocated or reserved under the Plan or
subject to any Option except as to such shares of
Common Stock, if any, already issued to such
optionee.
EFFECT ON Whether exercising an Option causes the optionee to
OTHER PLANS accrue or receive additional benefits under any
pension or other plan is governed solely by the terms
of such other plan.
LIMITATIONS ON Notwithstanding any other provisions of the Plan, no
LIABILITY individual acting as a director, officer, other
employee, or agent of the Company will be liable to
any
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 15 of 16
optionee, former optionee, spouse, beneficiary, or
any other person for any claim, loss, liability, or
expense incurred in connection with the Plan, nor
will such individual be personally liable because of
any contract or other instrument he executes in such
other capacity. The Company will indemnify and hold
harmless each director, officer, other employee, or
agent of the Company to whom any duty or power
relating to the administration or interpretation of
the Plan has been or will be delegated, against any
cost or expense (including attorneys' fees) or
liability (including any sum paid in settlement of a
claim with the Board's approval) arising out of any
act or omission to act concerning this Plan unless
arising out of such person's own fraud or bad faith.
NO EMPLOYMENT Nothing contained in this Plan constitutes an
CONTRACT employment contract between the Company and the
optionees. The Plan does not give any optionee any
right to be retained in the Company's employ, nor
does it enlarge or diminish the Company's right to
end the optionee's employment or other relationship
with the Company.
APPLICABLE LAW The laws of the State of Delaware (other than its
choice of law provisions) govern this Plan and its
interpretation.
DURATION OF Unless the Board extends the Plan's term, the
PLAN Administrator may not grant Options after August 5,
2009. The Plan will then terminate but will continue
to govern unexercised and unexpired Options.
APPROVAL OF The Plan must be submitted to Company stockholders for
THE PLAN their approval within 12 months before or after the
Board adopts the Plan to qualify any Options
designated as ISOs for treatment as such. If the
stockholders do not so approve the Plan, the Plan and
any outstanding ISOs will be treated as void and of
no effect.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
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