EXHIBIT 10.9
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT, dated as of the 1st day of May, 1998 (the
"Agreement"), by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Executive") and International
Exchange Networks, Ltd., a Delaware corporation (the "Company").
WHEREAS, effective as of the closings (the "Closings") of the transactions
(which Closings occurred on April 30, 1998) contemplated by each of (a) the
Amended and Restated Agreement and Plan of Merger, dated as of December 18, 1997
("Merger Agreement"), between Arizona Acquisition Corp. and IPC Information
Systems, Inc., a Delaware corporation ("IPC") and (b) the Share Exchange and
Termination Agreement, dated as of December 18, 1997, among the Company and
other parties named therein, the Company became a wholly-owned subsidiary of
IPC; and
WHEREAS, from and after the date hereof, the Executive is expected to make
a major contribution to the growth, profitability and financial strength of the
Company; and
WHEREAS, the Company desire to retain the services of the Executive, and
the Executive desires to be retained by the Company, on the terms and conditions
set forth below.
NOW THEREFORE, in consideration of the premises and the mutual promises
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Certain Definitions. The following terms, when used in this
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Agreement, shall have the following meanings (such definitions to be equally
applicable to both singular and plural terms of the terms defined):
"Affiliate" means, with respect to any Person directly or indirectly
Controlling, Controlled by, or under common Control with such Person.
"Cause" means an omission, act or action or series of omissions, acts
or actions of the Executive which, in the reasonable determination of the Board
of Directors of the Company (the "Board"), constitute(s), cause(s) or result(s)
in: (a) the Executive's material dishonesty including, without limitation,
theft, fraud, embezzlement, material financial misrepresentation or other
similar behavior or action in his dealings with or with respect to the Company
or any Subsidiary or Affiliate thereof or entity with which the Company, a
Subsidiary or Affiliate thereof, shall be engaged in or be attempting to engage
in commerce, (b) the conviction of the Executive for, or the Executive's entry
of a plea of guilty or nolo contendere to, the commission of a felony, (c) the
willful refusal of the Executive to follow the lawful directives of the Board
with respect to his duties hereunder, which directives shall be consistent with
his position as an officer of the Company as set forth in Section 3.2 hereof,
which refusal is not cured by the Executive within 30 calendar days after
written notice from the Board to the Executive setting forth with reasonable
specificity the nature thereof, or (d) the material breach of any provision of
this Agreement which is not cured by the Executive within 30 calendar days after
written notice from the Board to the Executive setting forth with reasonable
specificity the nature of such breach.
"Control" (including the terms "Controlled by" and "under common
Control with") means the possession, directly or indirectly or as a trustee or
executor, of the power to direct or cause
the direction of the management of a Person, whether through the ownership of
stock, as a trustee or executor, by contract or credit agreement or otherwise.
"Disability" means the inability of the Executive to perform his
duties and obligations for the Company as required by this Agreement, because of
a disability which is not of an apparently temporary nature, which results from
mental or bodily injury, sickness or disease or any combination thereof, and
which has lasted a period of more than 180 consecutive days or more than 180
days within any period of 365 consecutive days.
"Good Reason" shall mean a material breach by the Company of any
provision of this Agreement or any other agreement between the Executive and the
Company or any of its Affiliates (but only if such material breach is as to the
Executive) which, in any case, is not cured by the Company within 30 calendar
days after written notice from the Executive to the board setting forth with
reasonable specificity the nature of such breach.
"Person" means an individual, corporation, partnership, limited
liability company, limited partnership, association, trust, unincorporated
organization or other entity or group (as defined in Section 13(d)(3) of the
Securities and Exchange Act of 1934, as amended).
"Subsidiary" means, with respect to any Person, any entity which
securities or other ownership interests having ordinary voting power to elect a
majority of the Board of Directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.
2. Employment; Term. The Company agrees to employ the Executive, and the
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Executive hereby agrees to accept such employment by the Company, on the terms
and conditions set forth herein. The parties hereto agree that such employment
shall not be on an "at-will" basis, but shall be governed by the terms and
conditions of this Agreement during the Term (as defined herein) of this
Agreement. Unless sooner terminated in the manner hereinafter provided, the term
of this Agreement shall commence on the date of this Agreement and shall expire
on May 31, 2003 (the "Initial Term"); provided, however, that this Agreement
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shall automatically be extended by one day each day, unless either party shall
notify the other that the Agreement shall not be so extended, in which event the
expiration date shall be fixed at the fourth (4/th/) anniversary of the date of
such notice (the Initial Term, plus any extensions thereof, hereinafter referred
to as the "Term").
3. Duties.
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3.1 Office; Board Membership. During the Term, the Executive shall
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serve as Executive Vice President and Chief Operating Officer of the company,
reporting only to the Company's Chief Executive Officer and the Board. In
addition, during the Term, the Executive shall serve as a member of the Board.
3.2 Duties. The Executive shall have such duties and responsibilities
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as determined by the Chief Executive Officer or the Board consistent with his
positions as Executive Vice President and Chief Operating Officer.
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3.3 Full working Time. During the Term, the Executive shall devote
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his full working time and his best efforts, and apply all of his skill and
experience, to the proper performance of his duties hereunder and to the
business and affairs of the Company. During the Term, the Executive, without the
prior written approval of the Board shall not, either directly or indirectly,
actively participate in any other business or accept any employment or business
office whatsoever (including but not limited to serving as a director) from any
other Person (but the foregoing shall not preclude the Executive, subject to
Section 7 hereof, from (i) serving as a director of any nonprofit or charitable
organization, (ii) serving as a member of the board of directors of American
Utilicraft Corporation, (iii) continuing to serve as an outside director of, as
well future board service on, any affiliate of Lucent Technologies, or (iv)
making an investment in any other business, so long as in any such case the
Executive does not actively participate in such other business or organization
and such activity does not interfere with the Executive's ability to perform his
duties hereunder and does not constitute a conflict of interest with the Company
or any of its Affiliates in the reasonable opinion of the Board).
4. Salary and Benefits.
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4.1 Base Salary. The Company shall pay the Executive during the Term
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a base salary at an annual rate of $210,000 per annum, payable in accordance
with the standard payroll practices of the Company ("Base Salary"). It is
understood that the Base Salary shall be the Executive's minimum annual
compensation during the Term. The Base Salary shall be reviewed annually by the
Board, or the Compensation Committee of the Board, and may be increased (but not
decreased) at its discretion.
4.2 Bonus. For each fiscal year of the Company ending during the
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Tem, the Company may pay to the Executive a bonus based upon the achievement of
performance criteria established by the Company (a "Bonus"). With respect to
each such fiscal year, the parties hereto agree that the Executive's target
bonus opportunity shall be 50% of Base Salary.
4.3 Stock Option. Upon commencement of the employment Term, the
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Executive shall be granted an option to purchase shares of the common stock of
IPC (the "Option") pursuant to the IPC Information Systems, Inc. Stock Option
Plan. The terms of the Option shall be set forth on the Option Grant Certificate
(the "Certificate") attached on Exhibit A hereto, which Certificate is hereby
incorporated by reference into this Agreement.
4.4 Benefits. The Executive shall participate, to the maximum extent
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that he is eligible therefor, in any and all plans or programs which may be
maintained by the Company for its employees and/or senior executives generally
providing insurance, medical benefits, retirement benefits, or other like fringe
benefits. The Company shall provide the Executive with a customary level of
Directors and Officers insurance during the Term, to the extent that such policy
is reasonably available to the Company from time to time.
4.5 Vacation. The Executive shall be entitled to three (3) weeks
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annual paid vacation each year of the Term to be taken in accordance with the
Company' vacation policy.
4.6 Expenses. The Company shall pay or reimburse the Executive for
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reasonable business expenses actually incurred or paid by the Executive during
the Term, in the performance
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of his services hereunder; provided that such expenses are consistent with the
Company policy. Such payment or reimbursement shall be made upon presentation of
expense statements or vouchers or other supporting information acceptable to the
Company and otherwise in accordance with the Company policy then in effect.
4.7 Deductions. The Company shall deduct from all compensation
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payable hereunder such payroll, withholding and other taxes as may be required
by law.
5. Termination.
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5.1 General. The Company shall have the right to terminate the
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employment of Executive at any time with or without Cause.
5.2 Termination Under Certain Circumstances. (a) In the event
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Executive's employment with the Company is terminated prior to the expiration of
the Term by reason of (i) the Executive's resignation without Good Reason, (ii)
death, (iii) Disability or (iv) the Executive's discharge by the Company for
Cause, this Agreement shall terminate including, without limitation, the
Company's obligations to provide any compensation, benefits or severance to the
Executive under Section 4 hereof or otherwise.
(b) In the event that the Executive's employment with the Company is
terminated by the Executive prior to the expiration of the Term for Good Reason,
or by the Company prior to the expiration of the Term other than by reason of
(i) the Executive's resignation, (ii) death, (iii) Disability or (iv) the
Executive's discharge by the Company for Cause, subject to the Executive's
compliance with Sections 6, 7 and 8, the Company shall (i) pay the Executive in
one lump sum his Base Salary for one year (the "Severance Period"), and (ii) pay
to the Executive as a Bonus for the year in which such termination occurred, in
lieu of any Bonus that otherwise would have been payable during the Severance
Period had such termination of employment not occurred, 50% of the Executive's
then-current Base Salary.
The Company and Executive hereby stipulate that the damages which may be
incurred by the Executive as a consequence of any such termination of employment
are not capable of accurate measurement as of the date first above written and
that the payments provided for in this Agreement constitute a reasonable
estimate under the circumstances of, and are in full satisfaction of, all
damages sustained as a consequence of any such termination of employment,
without any requirement of proof of actual damage and without regard to the
Executive's efforts, if any, to mitigate damages. The Company and the Executive
further agree that the Company may condition the payments (if any) due this
Section on the receipt of the Executive's resignation from any and all positions
which he holds as an officer, director or committee member with respect to the
Company, or any Subsidiary or Affiliate thereof.
6. Proprietary Information.
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6.1 Disclosure to the Company. The Executive shall promptly disclose
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to the Company in such form and manner as the Company may reasonably require (a)
all operations, systems, services, methods, developments, inventions,
improvements and other information or data
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pertaining to the business or activities of the Company and its Subsidiaries and
Affiliates as are conceived, originated, discovered or developed by Executive
(whether or not copyrighted or patented or capable of being copyrighted or
patented) during the Term of his employment with either IPC or the Company
(whether before or after the date hereof), and (b) such information and data
pertaining to the business, operations, personnel, activities, financial
affairs, and other information relating to the Company and its Subsidiaries and
Affiliates and their respective customers, suppliers, employees and other
persons having business dealings with the Company and its Subsidiaries and
Affiliates as may be reasonably required for the Company to operate its
business. It is understood that such information is proprietary in nature and
shall (as between the Company and Executive) be for the exclusive use and
benefit of the Company and shall be and remain the property of the Company both
during the Term and thereafter. If so requested by the Company, the Executive
shall execute and deliver to the Company any instrument as the Company may
reasonably request to effectuate the assignment of any such proprietary
information to the Company. Without limiting the generality of the foregoing,
the Executive hereby releases and waives and assigns to the Company any and all
claims and rights which he has against any of the Company or any Subsidiary or
Affiliate thereof or any of the technology, "knowhow," licenses or other
proprietary rights or processes of the Company or any Subsidiary or Affiliate
thereof.
6.2 Post-Employment. In the event that the Executive leaves the
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employ of the Company for any reason, including without limitation, the
expiration of the Term, the Executive shall deliver to the Company (and shall
not keep in his possession, recreate or deliver to anyone other than the Company
any and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, together with all copies thereof (in
whatever medium recorded) belonging to the Company or Affiliate thereof or any
of their respective successors or assigns.
7. Non-Competition and Non-Solicitation.
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7.1 Non-Competition. During the period of the Executive's employment
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hereunder, and, only if the Executive's employment hereunder is terminated due
to the Company's discharge of the Executive for Cause, or the Executive's
voluntary resignation from his employment hereunder without Good Reason, for the
shorter of (i) one year thereafter, or (ii) the remainder of the then-current
Term (the period described in clause (ii) to be determined without regard to
such termination), the Executive agrees, and shall cause each of his respective
Affiliates to agree, that any such Person shall not, directly or indirectly,
through any Person Controlled by such Executive, in any form or manner on a
worldwide basis: (a) engage in any activities competitive in any material
respect with the business of the Company and its Subsidiaries and Affiliates
("Business") for his or their own account or for the account of any other
Person, or (b) become interested in any Person engaged in activities competitive
in any material respect with the Business as a partner, shareholder, member,
principal, agent, employee, trustee, consultant or in any other relationship or
capacity; provided, however, that Executive may own, directly or indirectly,
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solely as a passive investment, securities of any Person if the Executive or any
of his Affiliates, as the case may be (x) is not a Person in Control of, or a
member of a group that Controls, such Person and (y) does not, directly or
indirectly, own 5% or more of any voting class of securities of such Person.
7.2 Non-Solicitation. During the period of the Executive's
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employment hereunder and for a period of one year thereafter, the Executive will
not, directly or indirectly, use proprietary
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knowledge or information relating to the Company or its Subsidiaries or
Affiliates obtained during the course of Executive's employment with the Company
with the intention to, or which a reasonable person would construe to (a)
interfere with or disrupt any present or prospective relationship, contractual
or otherwise, between the Company or its Subsidiaries or Affiliates and any
customer, supplier, employee, consultant or other person having business
dealings with the Company or its Subsidiaries or Affiliates, or (b) employ or
solicit the employment or engagement by others of any employee or consultant of
the Company or its Subsidiaries or Affiliates who was such an employee or
consultant at the time of termination of the Executive's employment hereunder or
within one year prior thereto.
7.3 Scope. The Executive agrees that the provisions of this Section 7
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are necessary to protect the interests of the Company or its Subsidiaries or
Affiliates and are reasonable and valid in geographical and temporal scope and
in all other respects. If any court determines that the provisions of this
Section 7 or any part thereof are unenforceable because of the duration or
geographical scope of such provision, such court will have the power to reduce
the duration or scope of such provision, as the case may be, and, in its reduced
form, such provision will be enforceable.
8. Nondisclosure. Except with the prior written consent of the Company
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in each instance or as may be reasonably necessary to perform the Executive's
services hereunder, the Executive shall not disclose, ▇▇▇, publish, or in any
other manner reveal, directly or indirectly, at any time during or after the
Term, any Confidential Information relating to the Company or any Subsidiary or
Affiliate thereof acquired by him prior to, during the course of, or incident
to, his employment hereunder. "Confidential Information" shall mean (a)
proprietary information, trade secrets and know-how of the Company and its
Affiliates in which one may obtain a legally protected interest, (b)
confidential information relating to the business, operations, systems,
networks, services, pricing policies, marketing plans, product development plans
and inventions and research of the Company or its Affiliates, and (c)
confidential information relating to the financial affairs and results of
operations and forecasts or projections of the Company and its Affiliates;
provided that not information shall constitute Confidential Information if it
(1) is generally known by persons other than the Company or its Affiliates, or
(2) is known by persons other that the Company or its Affiliates by reason of
the action of persons other than the Executive or any person acting at the
Executive's direction or with the Executive's consent, or (3) was known by the
Executive, by lawful means, prior to the date of the commencement of the
Executive's consultation with the Company, or (4) is compelled to be disclosed
by law or legal process. In the event Executive is required (by oral questions,
interrogatories, requests for information or documents in legal proceedings,
subpoenas, civil investigative demand or similar process) to disclose any such
Confidential Information, the Executive shall provide the Company with prompt
written notice of such requirement so that the Company may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of
this Section. If, in the absence of such a protective order or other remedy or
receipt of a waiver by the Company, the Executive is nonetheless advised by his
legal counsel that he is legally compelled to disclose such Confidential
Information, the Executive /may, without liability hereunder, disclose only that
portion of such confidential information which such counsel advises is legally
required to be disclosed.
9. Remedies for Certain Breaches. If the Executive commits a breach, or
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threatens to commit a breach, of any of the provisions of Sections 6, 7 and/or 8
hereof, the Company shall have the following rights and remedies, each of which
rights and remedies shall be independent of the
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others, and shall be severally enforceable, and all of which rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available under law or in equity to the Company, the right and remedy to have
the provisions of Sections 6, 7 and/or 8 enforced by any court of competent
jurisdiction by injunction, restraining order, specific performance or other
equitable relief in favor of the Company, it being acknowledged and agreed that
any breach or threatened breach of Sections 6, 7, and/or 8 hereof by the
Executive will cause irreparable injury to the Company and that money damages
will not provide an adequate remedy to the Company.
10. Arbitration. Any dispute, controversy or claim, at any time arising
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out of this or relating to this Agreement, or the breach, termination or
invalidity thereof (other than any dispute, controversy or claim pursuant to
Sections 6, 7, 8 and/or 9 hereof, which may, at the option of the Company, be
submitted to any court having jurisdiction), shall be referred to final and
binding arbitration by a panel of three arbitrators selected according to the
Commercial Arbitration Rules of the American Arbitration Association (but not
held under its auspices). In the event the arbitrator selected by the Executive
and the arbitrator selected by the Company cannot, within 30 days after the
appointment of both, agree on a third arbitrator, he or she shall be selected by
the Chief Judge of the Federal District Court of the Southern District of New
York. The place of arbitration shall be New York, NY. Any arbitral award may be
entered as a judgment in any court of competent jurisdiction.
11. Miscellaneous.
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11.1 Notices. All notices, requests, claims, demands and other
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communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, providing proof of delivery. All
communications hereunder shall be delivered to the respective parties at the
following addresses, and with respect to the Executive, at the most recent
address set forth on the books and records of the Company as the Executive's
principal residence, as such address may change from time to time during the
Term:
If to the Executive: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
copy to Law Offices of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
2013 "O" Street, N.W.
Washington, D.C. 20036-5911
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
If to the Company
or the Board: International Exchange Networks, Ltd.
c/o IPC Information Systems, Inc.
Wall Street Plaza
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
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copy to: ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
or to such other address as the party to whom notice is given may have
previously furnished to the other parties hereto in writing in the manner set
forth above.
11.2 Entire Agreement. This Agreement shall constitute the entire
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agreement between the Executive and the Company with respect to the Company'
employment of the Executive and supersedes any and all prior agreements and
understandings, written or oral, with respect thereto.
11.3 Amendments and Waivers. Any term of this Agreement may be
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amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only by (a) an instrument in writing and signed by the party
against whom such amendment or waiver is sought to be enforced, and (b) in the
case of the Company, such amendment or waiver also must be duly authorized by an
appropriate resolution of the Board.
11.4 Successors and Assigns. The Company shall have the right to
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assign this Agreement. The personal services of the Executive are the subject of
this Agreement and no part of his rights or obligations hereunder may be
assigned, transferred, pledged or encumbered by the Executive. This Agreement
shall inure to the benefit of, and be binding upon (a) the parties hereto, (b)
the heirs, administrators, executors and personal representatives of the
Executive and (c) the successors and assigns of the Company as provided herein.
11.5 Governing Law. This Agreement, including the validity hereof and
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the rights and obligations of the parties hereunder, and all amendments and
supplements hereof and all waivers and consents hereunder, shall be construed in
accordance with and governed by the laws of the State of New York without giving
effect to any conflicts of law provisions or rule, that would cause the
application of the laws of any other jurisdiction.
11.6 Severability. If any provisions of this Agreement as applied to
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any part or to any circumstance shall be adjudged by a court to be invalid or
unenforceable, the same shall in no way affect any other provision of this
Agreement, the application of such provision in any other circumstances or the
validity or enforceability of this Agreement.
11.7 No Conflicts. The Executive represents to the Company that the
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execution, delivery and performance by the Executive of this Agreement does not
and will not conflict with or result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default under any contract,
agreement or understanding, whether oral or written, to which the Executive is
or was a party or of which the Executive is or should be aware.
11.8 Survival. The rights and obligations of the Company and Executive
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pursuant to Sections 5, 6, 7, 8, 9, 10 and this Section 11 shall survive the
termination of the Executive's employment with the Company and the expiration of
the Term.
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11.9 Captions. The headings and captions used in this Agreement are
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used for convenience only and are not to be considered in construing or
interpreting this Agreement.
11.10 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
EXECUTIVE:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
INTERNATIONAL EXCHANGE NETWORKS, LTD.
/s/ ▇▇▇▇▇▇ Uteusky
By:_________________________
Name: ▇▇▇▇▇▇ Uteusky
Title: General Counsel
and Secretary
Solely as to Section 4.3 hereof, agreed to and accepted by:
IPC INFORMATION SYSTEMS, INC.
/s/ S.T. ▇▇▇▇▇▇
By:_________________________
Name: S.T. ▇▇▇▇▇▇
Title: President and Chief
Executive Officer
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EXHIBIT A - Part 1 of 2
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IPC INFORMATION SYSTEMS, INC.
STOCK OPTION PLAN
Incentive Stock Option Grant Certificate
This Grant Certificate evidences the grant of an incentive stock option pursuant
to the provisions of the Stock Option Plan (the "Plan") of IPC Information
Systems, Inc. (the "Company") to the individual whose name appears below (the
"Grantee"), covering the specific number of shares of Common Stock of the
Company ("Stock") set forth below, pursuant to the provisions of the Plan and on
the following express terms and conditions:
1. Name of Grantee:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
2. Number of shares of Stock of the Company which are subject to this option:
23,805 shares
3. Exercise price of shares subject to this option:
$21 per share
4. Date of grant of this option:
April 30, 1998
5. Vesting:
See Section 5(c) of the Plan.
6. Termination date of this option:
See Section 5(d) of the Plan.
7. Type of Option:
Incentive Stock Option
The Grantee hereby acknowledge receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this options is subject to these terms and
provisions in all respects. At any time when the Grantee wishes to exercise this
option, in whole or in part, the Grantee shall submit to the Company a written
notice of exercise, specifying the exercise date and the number of shares to be
exercised. Upon exercise, the Grantee shall remit to the Company the exercise
price, plus an amount sufficient to satisfy any withholding tax obligation of
the Company that arises in connection with such exercise.
IPC INFORMATION SYSTEMS INC. AGREED TO AND ACCEPTED BY:
By:__________________________ _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
EXHIBIT A - Part 2 of 2
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IPC INFORMATION SYSTEMS, INC.
STOCK OPTION PLAN
Nonqualified Stock Option Grant Certificate
This Grant Certificate evidences the grant of a nonqualified option pursuant to
the provisions of the Stock Option Plan (the "Plan") of IPC Information Systems,
Inc. (the "Company") to the individual whose name appears below (the "Grantee"),
covering the specific number of Common Stock of the Company ("Stock") set forth
below, pursuant to the provisions of the Plan and on the following express terms
and conditions:
1. Name of Grantee:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
2. Number of shares of Stock of the Company which are subject to this option:
22,371 shares
3. Exercise price of shares subject to this option:
$21 per share
4. Date of grant of this option:
April 30, 1998
5. Vesting:
See Section 5(c) of the Plan.
6. Termination date of this option:
See Section 5(d) of the Plan.
7. Type of Option:
Nonqualified Stock Option
The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to these terms and
provisions in all respects. At any time when the Grantee wishes to exercise this
option, in whole or in part, the Grantee shall submit to the Company a written
notice of exercise, specifying the exercise date and the number of shares to be
exercised. Upon exercise, the Grantee shall remit to the Company the exercise
price, plus an amount sufficient to satisfy any withholding tax obligation of
the Company that arises in connection with such exercise.
IPC INFORMATION SYSTEMS INC. AGREED TO AND ACCEPTED BY:
By:_________________________ _________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇