EXHIBIT 10.18(d)
INFONET SERVICES CORPORATION
2000 OMNIBUS STOCK PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT
[OFFICER, DIRECTOR AND SR EMPLOYEE]
This Incentive 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 (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 :
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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 an Incentive 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 an Employee
of the Company or an Affiliate, 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.
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 an Employee of the Company or a Subsidiary, 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 an
Employee of the Company or a Subsidiary, 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
earlier to occur of the second anniversary of the Optionee's death and
the stated expiration date of the Option.
(ii) If the Optionee's employment with the Company or a
Subsidiary 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 earlier
to occur of the first anniversary of such Termination and the stated
expiration date of the Option. For purposes of this Agreement,
"Disability" shall have the
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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.
(iii) If the Optionee's employment with the Company or a
Subsidiary 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 an Employee of
the Company or a Subsidiary 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 an Employee of the
Company or a Subsidiary 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 continuous service to the
Company, any Affiliate or Subsidiary.
(e) Nontransferability. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and is
exercisable, during the lifetime of the Optionee, only by him; 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 such tax liability
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(provided, however, that the amount of any Stock so withheld shall not exceed
the amount necessary to satisfy the Company's or any Subsidiary'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. The Option shall not confer
upon the Optionee any right to be retained in the service of the Company or a
Subsidiary, nor restrict in any way the right of the Company or any Subsidiary,
which right is hereby expressly reserved, to terminate his 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 or such Affiliate 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
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the Optionee is capable of evaluating the merits and risks of owning any shares
of Stock 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. Special Tax Consequences. The Optionee hereby acknowledges that, to
the extent that the aggregate Fair Market Value of stock with respect to which
"incentive stock options" (within the meaning of Section 422 of the Code, but
without regard to Section 422(d) of the Code), including the Option, are
exercisable for the first time by the Optionee during any calendar year under
the Plan and all other incentive stock option plans of the Company, any
Subsidiary and any parent corporation thereof (within the meaning of Section
424(e) of the Code)) exceeds $100,000, such options shall be treated as
Non-Qualified Stock Options to the extent required by Section 422 of the Code.
The Optionee further acknowledges that the rule set forth in the preceding
sentence shall be applied by taking options into account in the order in which
they were granted. For purposes of these rules, the Fair Market Value of stock
shall be determined as of the time the option with respect to such stock is
granted and incentive stock options granted on or before December 31, 1986 shall
not be taken into account in applying such $100,000 limitation.
6. 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.
7. 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.
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8. 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.
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2000 Omnibus Stock Plan
Certificate of Stock Option Grant
This stock option was granted to you on by
Infonet Services Corporation.
The stock option price is the FMV on the date of
grant, which was .
Granted to:
Social Security Number:
Employee ID:
Option to Purchase: shares
Type of Stock Option:
Grant Number:
Grant Date:
Grant Expiration Date:
▇▇▇▇▇ ▇▇▇▇▇:
Vesting Schedule
Vesting Start Date:
Date of Vest Shares Vesting Vesting in Period Last Date to Exercise
Over the Period Occurs
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For Infonet Services Corporation Date
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Date