Exhibit 10.18(a)
INFONET SERVICES CORPORATION
2000 OMNIBUS STOCK PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
[OFFICER, DIRECTOR AND SENIOR EMPLOYEE]
This Non-Qualified Stock Option Award Agreement (this "Agreement"),
dated the effective date set forth in the Certificate of Stock Option Grant
available from the AST Stockplan website (the "Certificate"), is made between
INFONET SERVICES CORPORATION (together with any Subsidiaries and Affiliates, the
"Company") and the individual named in the Certificate (the "Optionee"). The
Certificate is included in, and made a part of, this Agreement. All capitalized
terms used herein that are not defined herein shall have the respective meanings
given to such terms in the Infonet Services Corporation 2000 Omnibus Stock Plan
(the "Plan").
W I T N E S S E T H :
--------------------
1. Grant of Option. Pursuant to the provisions of the Plan, the Company
---------------
hereby grants to the Optionee, subject to the terms and conditions of the Plan
and subject further to the terms and conditions herein set forth, the right and
option to purchase from the Company all or any part of an aggregate of the
number of Class B, $.01 par value, shares of the Company (the "Stock") set forth
in the Certificate, at a per share purchase price set forth in the Certificate
(the "Option"), such Option to be exercisable as hereinafter provided. The
Option shall be treated as a Non-Qualified Stock Option.
2. Terms and Conditions. It is understood and agreed that the Option
--------------------
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The Option shall expire on the date set forth
---------------
in the Certificate.
(b) Exercise of Option. (i) Subject to the other terms of this
------------------
Agreement, the Plan or a separate written employment agreement between the
Company and the Optionee, the Option may be exercised on or after the dates set
forth in the Certificate as to the number of shares of Stock set forth in the
Certificate, plus any shares of Stock as to which the Option could have been
exercised previously, but was not so exercised.
(ii) Notwithstanding the foregoing provisions of this Section 2(b)
upon the occurrence of a Change in Control, the Option shall immediately
become exercisable as to the full number of shares covered by the Option.
(iii) Notwithstanding the foregoing provisions of this Section 2(b)
upon the Termination by reason of Retirement (as defined below) of the
Optionee as a member of the Company's Board (a "Director") or as an
Employee of the Company, the Option shall immediately become exercisable as
to the full number of shares covered by the Option,
and may be exercised after such Termination until the stated expiration
date of the Option.
(iv) Any exercise of all or any part of the Option shall be
accompanied by a Cash Letter of Authorization (available from the AST
Stockplan website) which is a written notice to the Company specifying the
number of shares of Stock as to which the Option is being exercised. Upon
the valid exercise of all or any part of the Option, the number of shares
of Stock with respect to which the Option is exercised shall be issued in
the name of the Optionee, subject to the other terms and conditions of this
Agreement and the Plan. Notation of any partial exercise shall be made by
the Company in its records.
(c) Consideration. At the time of any exercise of the Option, the
-------------
purchase price of the shares of Stock as to which the Option shall be exercised
shall be paid to the Company (i) in United States dollars by personal check,
bank draft or money order; (ii) if permitted by applicable law and approved by
the Committee, with Stock, duly endorsed for transfer to the Company, already
owned by the Optionee (or by the Optionee and his spouse jointly) for at least
six (6) months prior to the tender thereof and not used for another such
exercise during such six (6) month period, having a total Fair Market Value on
the date of such exercise of the Option, equal to such purchase price of such
shares of Stock; (iii) if permitted by applicable law, in accordance with a
cashless exercise or broker-assisted exercise procedure approved by the
Committee permitting the Optionee to authorize a broker or dealer to sell shares
of Stock (or a sufficient portion of such shares) that may be acquired upon
exercise of the Option and pay to the Company in cash a portion of the sale
proceeds equal to such purchase price of the shares of Stock for which the
Option is so exercised and any taxes required to be paid as a result of such
exercise; or (iv) in a combination of the consideration provided for in the
foregoing clauses (i) through (iii).
(d) Exercise Upon Death, Disability or Termination of Employment or
---------------------------------------------------------------
Directorship. Subject to the terms of any separate written employment agreement
------------
between the Optionee and the Company, the Option shall terminate upon the
Termination, for any reason, of the Optionee as a Director or as an Employee of
the Company, and no shares of Stock may thereafter be purchased under the
Option, except as follows:
(i) In the event of the death of the Optionee while a Director or
Employee of the Company, the Option, to the extent exercisable in
accordance with Section 2(b) hereof at the time of his death, may be
exercised after the Optionee's death by his designated beneficiary, his
heir, the legal representative of the Optionee's estate or the legatee of
the Optionee under his last will until the stated expiration date of the
Option.
(ii) If the Optionee's directorship or employment with the Company
shall terminate by reason of Disability, the Option, to the extent
exercisable in accordance with Section 2(b) hereof upon such Termination,
may be exercised after such Termination until the stated expiration date of
the Option. For purposes of this Agreement, "Disability" shall have the
definition given such term in the Plan, but nevertheless shall be limited
to a "permanent and total disability" as set forth in Section 22(e)(3) of
the Code.
2
(iii) If the Optionee's directorship or employment with the Company
shall terminate by reason of his Retirement (as defined below), the Option
may be exercised after such Termination with respect to the full number of
shares covered by the Option until the stated expiration date of the
Option.
(iv) In the event the Optionee ceases to be a Director or an
Employee of the Company and the Optionee's Termination is neither by reason
of Disability nor Retirement (as defined below), nor for Cause, the Option,
to the extent exercisable in accordance with Section 2(b) hereof upon such
Termination, may be exercised after such Termination until the earlier to
occur of the expiration of three (3) months following such Termination and
the stated expiration date of the Option.
(v) If the Optionee dies during the periods following Termination
specified in paragraphs (ii), (iii) or (iv) of this Section 2(d), the
Option, to the extent the Option would have been exercisable pursuant to
such applicable paragraph (ii), (iii) or (iv) as of the date of the
Optionee's death, may be exercised after the Optionee's death by his
designated beneficiary, his heir, the legal representative of his estate or
the legatee of the Optionee under his last will until the stated expiration
date of the Option.
(vi) In the event the Optionee ceases to be a Director or an
Employee of the Company due to Termination for Cause, or Termination under
any circumstances not otherwise described in paragraph (i), (ii), (iii) or
(iv) of this Section 2(d), the Option shall automatically, without any
further action required by the Company, terminate on the date of such
Termination and shall cease to thereafter be exercisable with respect to
any shares of Stock.
(vii) For purposes of this Agreement, "Retirement" shall mean an
Optionee's Termination on or after his or her attainment of age 55 and the
performance of ten (10) years of credited service to the Company.
Notwithstanding the foregoing, with respect to an Optionee who is a
Director, "Retirement" shall mean such Optionee's termination of services
as a Director for any reason.
(e) Nontransferability. The Option shall not be transferable,
------------------
except to a Permitted Transferee, otherwise than by will or the laws of descent
and distribution, and is exercisable, during the lifetime of the Optionee, only
by the Optionee and the Optionee's Permitted Transferees; provided that the
Option may be exercised after the Optionee's death by the beneficiary most
recently named by the Optionee in a written designation thereof filed by the
Optionee with the Company, in accordance with the Plan.
(f) Withholding Taxes. At the time of receipt of Stock upon the
-----------------
exercise of all or any part of the Option, the Optionee shall be required to pay
to the Company in cash (or make other arrangements, in accordance with Section
11.4 of the Plan, for the satisfaction of) any taxes of any kind required by law
to be withheld with respect to such Stock; provided, however, such tax
withholding obligations may be met, in whole or in part, pursuant to procedures,
if any, approved by the Committee in its discretion and in accordance with
applicable law, by (i) the withholding by the Company of Stock otherwise
deliverable to the Optionee pursuant to the Option with a Fair Market Value on
the date of such exercise equal to
3
such tax liability (provided, however, that the amount of any Stock so withheld
shall not exceed the amount necessary to satisfy the Company's required tax
withholding obligations using the minimum statutory withholding rates for
Federal, state, local and foreign tax purposes, including payroll taxes, that
are applicable to supplemental taxable income) and/or (ii) tendering to the
Company Stock, duly endorsed for transfer to the Company, owned by the Optionee
(or by the Optionee and his spouse jointly) and acquired more than six (6)
months prior to such tender with a Fair Market Value on the date of such
exercise equal to such tax liability. In no event shall Stock be delivered to
the Optionee until the Optionee has paid to the Company in cash, or made
arrangements satisfactory to the Company regarding the payment of, the amount of
any taxes of any kind required by law to be withheld with respect to the Stock
subject to the Option, and the Company shall have the right to deduct any such
taxes from any payment of any kind otherwise due to the Optionee.
(g) No Rights as Stockholder. The Optionee shall not become the
------------------------
beneficial owner of the shares of Stock subject to the Option, nor have any
rights to dividends or other rights as a shareholder with respect to any such
shares, until the Optionee has exercised the Option in accordance with the
provisions hereof and of the Plan.
(h) No Right to Continued Employment or Directorship. The Option
------------------------------------------------
shall not confer upon the Optionee any right to be retained in the service of
the Company, nor restrict in any way the right of the Company, which right is
hereby expressly reserved, to terminate his directorship or employment at any
time with or without cause, except as otherwise provided in any separate
employment contract governed by the laws of any jurisdiction other than the
United States or any State thereof between the Company and the Optionee.
(i) Inconsistency with Plan. Notwithstanding any provision herein
-----------------------
to the contrary, the Option provides the Optionee with no greater rights or
claims than are specifically provided for under the Plan. If and to the extent
that any provision contained in this Agreement is inconsistent with the Plan,
the Plan shall govern.
(j) Compliance with Laws and Regulations. The Option and the
------------------------------------
obligation of the Company to sell and deliver shares of Stock hereunder shall be
subject in all respects to (i) all applicable Federal and state laws, rules and
regulations and (ii) any registration, qualification, approvals or other
requirements imposed by any government or regulatory agency or body which the
Board shall, in its sole discretion, determine to be necessary or applicable.
Moreover, the Option may not be exercised if its exercise, or the receipt of
shares of Stock pursuant thereto, would be contrary to applicable law.
3. Investment Representation. If at the time of exercise of all or part
-------------------------
of the Option the Stock is not registered under the Securities Act and/or there
is no current prospectus in effect under the Securities Act with respect to the
Stock, the Optionee shall execute, prior to the issuance of any shares of Stock
to the Optionee by the Company, an agreement (in such form as the Committee may
specify) in which the Optionee, among other things, represents, warrants and
agrees that the Optionee is purchasing or acquiring the shares acquired under
this Agreement for the Optionee's own account, for investment only and not with
a view to the resale or distribution thereof, that the Optionee has knowledge
and experience in financial and business matters, that the Optionee is capable
of evaluating the merits and risks of owning any shares of Stock
4
purchased or acquired under this Agreement, that the Optionee is a person who is
able to bear the economic risk of such ownership and that any subsequent offer
for sale or distribution of any of such shares shall be made only pursuant to
(i) a registration statement on an appropriate form under the Securities Act,
which registration statement has become effective and is current with regard to
the shares being offered or sold, or (ii) a specific exemption from the
registration requirements of the Securities Act, it being understood that to the
extent any such exemption is claimed, the Optionee shall, prior to any offer for
sale or sale of such shares, obtain a prior favorable written opinion, in form
and substance satisfactory to the Committee, from counsel for or approved by the
Committee, as to the applicability of such exemption thereto.
4. Optionee Bound by Plan. The Optionee hereby acknowledges receipt of a
----------------------
copy of the Plan and agrees to be bound by all of the terms and provisions
thereof, including the terms and provisions adopted after the granting of the
Option but prior to the complete exercise hereof, subject to the last paragraph
of Section 11.2 of the Plan as in effect on the date hereof.
5. Notices. Any notice hereunder shall be in writing and shall be deemed
-------
to have been duly given when delivered personally or when deposited in the
United States mail, registered or certified, postage prepaid, or with a
reputable overnight courier, postage prepaid, or, if to the Company, sent by
telecopier (with receipt confirmed), and addressed, in the case of the Company,
to the Company's Secretary at Infonet Services Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telecopier number: (▇▇▇) ▇▇▇-▇▇▇▇, and,
in the case of the Optionee, to the Optionee's address as shown in the records
of the Company, subject to the right of either party to designate some other
address at any time hereafter in a notice satisfying the requirements of this
Section.
6. Governing Law. The validity, interpretation, construction and
-------------
performance of this Agreement shall be governed by the laws of the State of
California applicable to contracts executed and to be performed entirely within
such state, without regard to the conflict of law provisions thereof.
7. Modification. Except as otherwise permitted by the Plan, this
------------
Agreement may not be modified or amended, nor may any provision hereof be
waived, in any way except in writing signed by the party against whom
enforcement thereof is sought.
5