Attached files
file | filename |
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10-K - FORM 10-K - GLOBECOMM SYSTEMS INC | y05159e10vk.htm |
EX-21 - EX-21 - GLOBECOMM SYSTEMS INC | y05159exv21.htm |
EX-32 - EX-32 - GLOBECOMM SYSTEMS INC | y05159exv32.htm |
EX-23 - EX-23 - GLOBECOMM SYSTEMS INC | y05159exv23.htm |
EX-31.1 - EX-31.1 - GLOBECOMM SYSTEMS INC | y05159exv31w1.htm |
EX-31.2 - EX-31.2 - GLOBECOMM SYSTEMS INC | y05159exv31w2.htm |
Exhibit 10.23
GLOBECOMM SYSTEMS INC.
AMENDED AND RESTATED
2006 STOCK INCENTIVE PLAN
ARTICLE ONE
GENERAL PROVISIONS
AMENDED AND RESTATED
2006 STOCK INCENTIVE PLAN
ARTICLE ONE
GENERAL PROVISIONS
I. Purpose of the Plan
This Amended and Restated 2006 Stock Incentive Plan (the Plan), effective as of August 9,
2011, is intended to promote the interests of Globecomm Systems Inc., a Delaware corporation, by
providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them to remain in the
service of the Corporation.
Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.
II Structure of the Plan
A. The Plan shall be divided into four separate equity programs:
(i) the Discretionary Option Grant Program under which eligible persons may, at the
discretion of the Plan Administrator, be granted options to purchase shares of Common Stock,
(ii) the Stock Issuance Program under which eligible persons may, at the discretion of the
Plan Administrator, be issued shares of Common Stock directly, which shares generally will not be
transferable and will be subject to forfeiture until they vest,
(iii) the Restricted Stock Unit Program under which eligible persons may, at the discretion
of the Plan Administrator, be issued restricted stock units, which entitle the Participant to
receive shares of Common Stock when the restricted stock units vest, and
(iv) the Automatic Option Grant Program under which eligible non-employee Board members
shall automatically receive option grants at periodic intervals to purchase shares of Common Stock.
B. The provisions of Articles One and Six shall apply to all equity programs under the Plan and
shall govern the interests of all persons under the Plan.
III Administration of the Plan
A. The Primary Committee shall administer the Discretionary Option Grant, Stock Issuance
and Restricted Stock Unit Programs with respect to Section 16 Insiders.
B. Administration of the Discretionary Option Grant, Stock Issuance and Restricted Stock
Unit Programs with respect to all other persons eligible to participate in those programs may, at
the Boards discretion, be vested in the Primary Committee or a Secondary Committee, or the Board
may retain the power to administer those programs with respect to all such persons. The members of
the Secondary Committee may be Board members who are Employees eligible to receive discretionary
option grants or direct stock issuances under the Plan or any other stock option, stock
appreciation, stock bonus or other stock plan of the Corporation (or any Parent or Subsidiary).
C. Members of the Primary Committee or any Secondary Committee shall serve for such period
of time as the Board may determine and may be removed by the Board at any time. The Board may also
at any time terminate the functions of the Primary Committee or any Secondary Committee and
reassume all powers and authority previously delegated to such committee or delegate such power and
authority to another committee of the Board.
D. Each Plan Administrator shall, within the scope of its administrative functions under
the Plan, have full power and authority (subject to the provisions of the Plan) to establish such
rules and regulations as it may deem appropriate for proper administration of the Discretionary
Option Grant and Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of such programs and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the
scope of its administrative functions under the Plan shall be final and binding on all parties who
have an interest in the Discretionary Option Grant and Stock Issuance Programs under its
jurisdiction or any option or stock issuance thereunder.
E. Service on the Primary Committee or the Secondary Committee shall constitute service as
a Board member, and members of each such committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such committee. No member
of the Primary Committee or the Secondary Committee shall be liable for any act or omission made in
good faith with respect to the Plan or any option grants or stock issuances under the Plan.
F. Administration of the Automatic Option Grant shall be self-executing in accordance with
the terms of that program. While generally no Plan Administrator shall exercise any discretionary
functions with respect to any option grants or stock issuances made under such program, to the
extent any determinations or interpretations are necessary, they shall be made by the Board, whose
decisions shall be final and binding on all parties.
IV Eligibility
A. The persons eligible to participate in the Discretionary Option Grant, Stock Issuance
and Restricted Stock Unit Programs are as follows:
(i) Employees,
(ii) non-employee members of the Board or the board of directors of any Parent or
Subsidiary, and
(iii) consultants and other independent advisors who provide services to the Corporation
(or any Parent or Subsidiary).
B. Each Plan Administrator shall, within the scope of its administrative jurisdiction under
the Plan, have full authority to determine, (i) with respect to the option grants under the
Discretionary Option Grant Program, which eligible persons are to receive option grants, the time
or times when such option grants are to be made, the number of shares to be covered by each such
grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option,
the time or times when each option is to become exercisable, the vesting schedule (if any)
applicable to the option shares and the maximum term for which the option is to remain outstanding,
(ii) with respect to stock issuances under the Stock Issuance Program, which eligible persons are
to receive stock issuances, the time or times when such issuances are to be made, the number of
shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued
shares and the consideration for such shares and (iii) with respect to issuances under the
Restricted Stock Unit Program, which eligible persons are to receive restricted stock units, the
time or times when such issuances are to be made, the number of restricted stock units to be issued
to each Participant and the vesting schedule applicable to the restricted stock units.
C. The Plan Administrator shall have the absolute discretion either to grant options in
accordance with the Discretionary Option Grant Program, to effect stock issuances in accordance
with the Stock Issuance Program or to grant restricted stock units under the Restricted Stock Unit
Program.
D. The individuals who shall be eligible to participate in the Automatic Option Grant
Program shall be limited to non-employee Board members, whether those individuals are appointed by
the Board or elected by the Corporations stockholders. A non-employee Board member who has
previously been in the employ of the
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Corporation (or any Parent or Subsidiary) or who serves as a member of the Board pursuant to
contractual rights granted to certain groups of stockholders in connection with their purchase of
stock in the Corporation shall not be eligible to receive an option grant under the Automatic
Option Grant Program.
V Stock Subject to the Plan
A. The stock issuable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the Corporation on the open market. The
maximum number of shares of Common Stock reserved for issuance over the term of the Plan shall not
exceed 2,350,000 shares.
B. No one person participating in the Plan may receive options, separately exercisable
stock appreciation rights and direct stock issuances for more than 150,000 shares of Common Stock
in the aggregate per calendar year.
C. Shares of Common Stock subject to outstanding options shall be available for subsequent
issuance under the Plan to the extent those options expire or terminate for any reason prior to
exercise in full. Unvested shares issued under the Plan and subsequently cancelled or repurchased
by the Corporation, at the original issue price paid per share, pursuant to the Corporations
repurchase rights under the Plan shall be added back to the number of shares of Common Stock
reserved for issuance under the Plan and shall accordingly be available for reissuance through one
or more subsequent option grants or direct stock issuances under the Plan. However, should the
exercise price of an option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of
the withholding taxes incurred in connection with the exercise of an option or the vesting of a
stock issuance under the Plan, then the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the gross number of shares for which the option is exercised or
which vest under the stock issuance, and not by the net number of shares of Common Stock issued to
the holder of such option or stock issuance.
D. If any change is made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporations receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the number and/or class of securities for which any one person may be granted stock
options, separately exercisable stock appreciation rights and direct stock issuances under this
Plan per calendar year, (iii) the number and/or class of securities for which grants are
subsequently to be made under the Automatic Option Grant Program to new and continuing non-employee
Board members, (iv) the number and/or class of securities to be received upon vesting of restricted
stock units and (v) the number and/or class of securities and the exercise price per share in
effect under each outstanding option under the Plan. Such adjustments to the outstanding options
are to be effected in a manner which shall preclude the enlargement or dilution of rights and
benefits under such options. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive.
ARTICLE TWO
DISCRETIONARY OPTION GRANT PROGRAM
DISCRETIONARY OPTION GRANT PROGRAM
I Option Terms
Each option shall be evidenced by one or more documents in the form approved by the Plan
Administrator; provided, however, that each such document shall comply with the terms specified
below. Each document evidencing an Incentive Option shall, in addition, be subject to the
provisions of the Plan applicable to such options.
A. Exercise Price.
1. The exercise price per share shall be fixed by the Plan Administrator but shall not be
less than the Fair Market Value per share of Common Stock on the option grant date.
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2. The exercise price shall become immediately due upon exercise of the option and shall,
subject to the provisions of Section I of Article Six and the documents evidencing the option, be
payable in one or more of the forms specified below:
(i) cash or check made payable to the Corporation,
(ii) shares of Common Stock held for the requisite period necessary to avoid a charge to
the Corporations earnings for financial reporting purposes and valued at Fair Market Value on the
Exercise Date, or
(iii) to the extent the option is exercised for vested shares, through a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written
instructions to (a) a Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus
all applicable Federal, state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the sale.
Except to the extent such sale and remittance procedure is utilized, payment of the exercise
price for the purchased shares must be made on the Exercise Date.
B. Exercise and Term of Options. Each option shall be exercisable at such time
or times, during such period and for such number of shares as shall be determined by the Plan
Administrator and set forth in the documents evidencing the option. However, no option shall have a
term in excess of ten (10) years measured from the option grant date.
C. Effect of Termination of Service.
1. The following provisions shall govern the exercise of any options held by the Optionee
at the time of cessation of Service or death:
(i) Any option outstanding at the time of the Optionees cessation of Service for any
reason shall remain exercisable for such period of time thereafter as shall be determined by the
Plan Administrator and set forth in the documents evidencing the option, but no such option shall
be exercisable after the expiration of the option term.
(ii) Any option exercisable in whole or in part by the Optionee at the time of death may be
subsequently exercised by the personal representative of the Optionees estate or by the person or
persons to whom the option is transferred pursuant to the Optionees will or in accordance with the
laws of descent and distribution.
(iii) Should the Optionees Service be terminated for Misconduct, then all outstanding
options held by the Optionee shall terminate immediately and cease to be outstanding.
(iv) During the applicable post-Service exercise period, the option may not be exercised in
the aggregate for more than the number of vested shares for which the option is exercisable on the
date of the Optionees cessation of Service. Upon the expiration of the applicable exercise period
or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been exercised. However, the option
shall, immediately upon the Optionees cessation of Service, terminate and cease to be outstanding
to the extent the option is not otherwise at that time exercisable for vested shares.
2. The Plan Administrator shall have complete discretion, exercisable either at the time an
option is granted or at any time while the option remains outstanding, to:
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(i) extend the period of time for which the option is to remain exercisable following the
Optionees cessation of Service from the limited exercise period otherwise in effect for that
option to such greater period of time as the Plan Administrator shall deem appropriate, but in no
event beyond the expiration of the option term, and/or
(ii) permit the option to be exercised, during the applicable post-Service exercise period,
not only with respect to the number of vested shares of Common Stock for which such option is
exercisable at the time of the Optionees cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested had the Optionee continued in
Service.
D. Stockholder Rights. The holder of an option shall have no stockholder rights
with respect to the shares subject to the option until such person shall have exercised the option,
paid the exercise price and become a holder of record of the purchased shares.
E. Repurchase Rights. The Plan Administrator shall have the discretion to grant
options which are exercisable for unvested shares of Common Stock. Should the Optionee cease
Service while holding such unvested shares, the Corporation shall have the right to repurchase, at
the exercise price paid per share, any or all of those unvested shares. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established by the Plan
Administrator and set forth in the document evidencing such repurchase right.
F. Limited Transferability of Options. During the lifetime of the Optionee,
Incentive Options shall be exercisable only by the Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution following the Optionees
death. However, a Non-Statutory Option may, in connection with the Optionees estate plan, be
assigned in whole or in part during the Optionees lifetime to one or more members of the
Optionees immediate family or to a trust established exclusively for one or more such family
members. The assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in the option pursuant to the assignment. The terms applicable to the assigned
portion shall be the same as those in effect for the option immediately prior to such assignment
and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem
appropriate.
II Incentive Options
The terms specified below shall be applicable to all Incentive Options. Except as modified by
the provisions of this Section II, all the provisions of Articles One, Two and Six shall be
applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.
A. Eligibility. Incentive Options may only be granted to Employees.
B. Exercise Price. The exercise price per share shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date.
C. Dollar Limitation. The aggregate Fair Market Value of the shares of Common
Stock (determined as of the respective date or dates of grant) for which one or more options
granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent
or Subsidiary) may for the first time become exercisable as Incentive Options during any one
calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent
the Employee holds two (2) or more such options which become exercisable for the first time in the
same calendar year, the foregoing limitation on the exercisability of such options as Incentive
Options shall be applied on the basis of the order in which such options are granted. The
provisions of this Section C shall apply to options previously issued under the Corporations
Incentive Stock Option Plan, and shall be in substitution for the limitation set forth in Section
2.05 of such Plan.
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D. 10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10%
Stockholder, then the exercise price per share shall not be less than one hundred ten percent
(110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option
term shall not exceed five (5) years measured from the option grant date.
III Stock Appreciation Rights
A. The Plan Administrator shall have full power and authority to grant to selected
Optionees tandem stock appreciation rights and/or limited stock appreciation rights.
B. The following terms shall govern the grant and exercise of tandem stock appreciation
rights:
(i) One or more Optionees may be granted the right, exercisable upon such terms as the Plan
Administrator may establish, to elect between the exercise of the underlying option for shares of
Common Stock and the surrender of that option in exchange for a distribution from the Corporation
in an amount equal to the excess of (a) the Fair Market Value (on the option surrender date) of the
number of shares in which the Optionee is at the time vested under the surrendered option (or
surrendered portion thereof) over (b) the aggregate exercise price payable for such shares.
(ii) No such option surrender shall be effective unless it is approved by the Plan
Administrator, either at the time of the actual option surrender or at any earlier time. If the
surrender is so approved, then the distribution to which the Optionee shall be entitled may be made
in shares of Common Stock valued at Fair Market Value on the option surrender date, in cash, or
partly in shares and partly in cash, as the Plan Administrator shall in its sole discretion deem
appropriate.
(iii) If the surrender of an option is not approved by the Plan Administrator, then the
Optionee shall retain whatever rights the Optionee had under the surrendered option (or surrendered
portion thereof) on the option surrender date and may exercise such rights at any time prior to the
later of (a) five (5) business days after the receipt of the rejection notice or (b) the last day
on which the option is otherwise exercisable in accordance with the terms of the documents
evidencing such option, but in no event may such rights be exercised more than ten (10) years after
the option grant date.
C. The following terms shall govern the grant and exercise of limited stock appreciation
rights:
(i) One or more Section 16 Insiders may be granted limited stock appreciation rights with
respect to their outstanding options.
(ii) Neither the approval of the Plan Administrator nor the consent of the Board shall be
required in connection with such option surrender and cash distribution.
(ii) The balance of the option (if any) shall remain outstanding and exercisable in
accordance with the documents evidencing such option.
ARTICLE THREE
STOCK ISSUANCE PROGRAM
STOCK ISSUANCE PROGRAM
I Stock Issuance Terms
Shares of Common Stock may be issued under the Stock Issuance Program through direct and
immediate issuances without any intervening option grants. Each such stock issuance shall be
evidenced by a Stock Issuance Agreement which complies with the terms specified below.
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A. Purchase Price.
The Plan Administrator may require the Participant to pay a Purchase Price with respect to
stock issued under the Stock Insurance Program.
B. Vesting Provisions.
1. The Plan Administrator shall determine when the Shares of Common Stock issued under the
Stock Issuance Program shall vest, or whether they shall be fully and immediately vested upon
issuance. Vesting may be based on continued employment or upon attainment of specified performance
objectives or both.
2. Any new, substituted or additional securities or other property (including money paid
other than as a regular cash dividend) which the Participant may have the right to receive with
respect to the Participants unvested shares of Common Stock by reason of any stock dividend, stock
split, recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporations receipt of consideration shall be
issued subject to (i) the same vesting requirements applicable to the Participants unvested shares
of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.
3. Unvested shares issued under the Stock Issuance Program may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as otherwise specifically
provided in this Plan or the Stock Issuance Agreement.
4. The Participant shall have full stockholder rights with respect to any shares of Common
Stock issued to the Participant under the Stock Issuance Program, whether or not the Participants
interest in those shares is vested. Accordingly, the Participant shall have the right to vote such
shares and to receive any regular cash dividends paid on such shares.
5. Should the Participant cease to remain in Service while holding one or more unvested
shares of Common Stock issued under the Stock Issuance Program or should the performance objectives
not be attained with respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the Participant shall
have no further stockholder rights with respect to those shares. To the extent the surrendered
shares were previously issued to the Participant for consideration paid in cash or cash equivalent
(including the Participants purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant attributable to the
surrendered shares.
6. The Plan Administrator may in its discretion waive the surrender and cancellation of one
or more unvested shares of Common Stock which would otherwise occur upon the cessation of the
Participants Service or the non-attainment of the performance objectives applicable to those
shares. Such waiver shall result in the immediate vesting of the Participants interest in the
shares as to which the waiver applies. Such waiver may be effected at any time, whether before or
after the Participants cessation of Service or the attainment or non-attainment of the applicable
performance objectives.
II Share Escrow/Legends
Unvested shares may, in the Plan Administrators discretion, be held in escrow by the
Corporation until the Participants interest in such shares vests or may be issued directly to the
Participant with restrictive legends on the certificates evidencing those unvested shares.
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ARTICLE FOUR
RESTRICTED STOCK UNIT PROGRAM
RESTRICTED STOCK UNIT PROGRAM
Restricted stock units shall be evidenced by one or more documents in a form approved by the
Plan Administrator, in accordance with the Plan. A restricted stock unit shall entitle the
Participant to receive a share of Common Stock on the date the restricted stock unit vests.
A. Vesting Provisions.
1. The Plan Administrator shall determine when the restricted stock units shall vest.
Vesting may be based on continued employment or upon attainment of specified performance objectives
or both.
2. Restricted stock units may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as otherwise specifically provided in this Plan or the document
evidencing the grant.
3. Should the Participant cease to remain in Service while holding one or more restricted
stock units, then those restricted stock units shall be forfeited, unless the Plan Administrator
provides otherwise.
ARTICLE FIVE
AUTOMATIC OPTION GRANT PROGRAM
AUTOMATIC OPTION GRANT PROGRAM
I Option Terms
A. Option Grants. Each non-employee Board member shall automatically be granted, (i)
a Non-Statutory Option to purchase 15,000 shares of Common Stock on the date of initial election or
appointment to the Board, provided that individual has not previously been in the employ of the
Corporation or any Parent or Subsidiary and (ii) a Non-Statutory Option to purchase an additional
5,000 shares of Common Stock on the date of each succeeding annual meeting of stockholders at which
such director stands for re-election.
B. Exercise Price.
1. The exercise price per share shall be equal to one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the option grant date.
2. The exercise price shall be payable in one or more of the alternative forms authorized
under the Discretionary Option Grant Program. Except to the extent the sale and remittance
procedure specified thereunder is utilized, payment of the exercise price for the purchased shares
must be made on the Exercise Date.
C. Option Term. Each option shall have a term of ten (10) years measured from
the option grant date.
D. Exercise and Vesting of Options. Each option shall be exercisable for those
option shares which have vested. During the period of service as a member of the Board, (i) each
15,000-share grant shall vest to the extent of one third of the number of shares granted thereby
(5,000 shares), on the date of grant, and cumulatively to the extent of an additional one-third, on
each of the next two succeeding anniversaries of the date of grant, so that on the second
anniversary of the date of grant (provided service as a Board member has continued throughout the
period), the options granted to any eligible Director shall be fully vested and (ii) each annual
5,000-share grant shall fully vest on the date of grant.
E. Non-transferability. Shares of Common Stock acquired pursuant to the exercise
of any annual 5,000-share option grants under the Automatic Option Grant Program may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of until the first anniversary
of the date of grant of the applicable option.
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F. Termination of Board Service. The following provisions shall govern the
exercise of any options held by the Optionee at the time the Optionee ceases to serve as a Board
member:
(i) The Optionee (or, in the event of Optionees death, the personal representative of the
Optionees estate or the person or persons to whom the option is transferred pursuant to the
Optionees will or in accordance with the laws of descent and distribution) shall have a twelve
(12)-month period following the date of such cessation of Board service in which to exercise each
such option.
(ii) During the twelve (12)-month exercise period, the option may not be exercised in the
aggregate for more than the number of vested shares of Common Stock for which the option is
exercisable at the time of the Optionees cessation of Board service.
(iii) Should the Optionee cease to serve as a Board member by reason of death or Permanent
Disability, then all shares at the time subject to the option shall immediately vest so that such
option may, during the twelve (12)-month exercise period following such cessation of Board service,
be exercised for all or any portion of those shares as fully-vested shares of Common Stock.
(iv) In no event shall the option remain exercisable after the expiration of the option
term. Upon the expiration of the twelve (12)-month exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be outstanding for any
vested shares for which the option has not been exercised. However, the option shall, immediately
upon the Optionees cessation of Board service for any reason other than death or Permanent
Disability, terminate and cease to be outstanding to the extent the option is not otherwise at that
time exercisable for vested shares.
II Remaining Terms
The remaining terms of each option granted under the Automatic Option Grant Program shall be
the same as the terms in effect for option grants made under the Discretionary Option Grant
Program.
ARTICLE SIX
MISCELLANEOUS
MISCELLANEOUS
I Financing
To the extent permitted by law, the Plan Administrator may permit any Optionee or Participant
to pay the option exercise price under the Discretionary Option Grant Program or the purchase price
of shares issued under the Stock Issuance Program by delivering a full-recourse, interest bearing
promissory note payable in one or more installments. The terms of any such promissory note
(including the interest rate and the terms of repayment) shall be established by the Plan
Administrator in its sole discretion. In no event may the maximum credit available to the Optionee
or Participant exceed the sum of (i) the aggregate option exercise price or purchase price payable
for the purchased shares plus (ii) any Federal, state and local income and employment tax liability
incurred by the Optionee or the Participant in connection with the option exercise or share
purchase.
II Tax Withholding
A. The Corporations obligation to deliver shares of Common Stock upon the exercise of
options or the vesting of restricted stock units or the issuance or vesting of such shares under
the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements.
B. The Plan Administrator may, in its discretion, provide any or all holders of
Non-Statutory Options or unvested shares of Common Stock under the Plan (other than the options
granted or the shares issued under the Automatic Option Grant Program) with the right to use shares
of Common Stock in satisfaction of all or part of the
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Taxes incurred by such holders in connection with the exercise of their options or the vesting
of their shares. Such right may be provided to any such holder in either or both of the following
formats:
Stock Withholding: The election to have the Corporation withhold, from the shares of Common
Stock otherwise issuable upon the exercise of such Non-Statutory Option or the vesting of such
shares, a portion of those shares with an aggregate Fair Market Value equal to the percentage of
the Taxes (not to exceed one hundred percent (100%)) designated by the holder.
Stock Delivery: The election to deliver to the Corporation, at the time the Non-Statutory
Option is exercised or the shares vest, one or more shares of Common Stock previously acquired by
such holder (other than in connection with the option exercise or share vesting triggering the
Taxes) with an aggregate Fair Market Value equal to the percentage of the Taxes (not to exceed one
hundred percent (100%)) designated by the holder.
III Effective Date and Term of the Plan
A. The Plan shall become effective immediately upon the Plan Effective Date. Options may be
granted under the Discretionary Option Grant or Automatic Option Grant Program and restricted stock
units may be granted under the Restricted Stock Unit Program at any time on or after the Plan
Effective Date. However, no options granted under the Plan may be exercised, and no shares shall be
issued under the Plan, until the Plan is approved by the Corporations stockholders. If such
stockholder approval is not obtained within twelve (12) months after the Plan Effective Date, then
all options previously granted under this Plan shall terminate and cease to be outstanding, and no
further options shall be granted and no shares shall be issued under the Plan.
B. The Plan shall terminate upon the earliest of (i) the tenth anniversary of the Plan
Effective Date, (ii) the date on which all shares available for issuance under the Plan shall have
been issued as fully-vested shares or (iii) the termination of all outstanding options in
connection with a Corporate Transaction. Upon such plan termination, all outstanding option grants,
stock appreciation rights and unvested stock issuances shall thereafter continue to have force and
effect in accordance with the provisions of the documents evidencing such grants or issuances.
IV Amendment of the Plan
A. The Board shall have complete and exclusive power and authority to amend or modify the
Plan in any or all respects. However, no such amendment or modification shall adversely affect the
rights and obligations with respect to stock options or unvested stock issuances at the time
outstanding under the Plan unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval pursuant to (i)
applicable laws or regulations in order to preserve the deductibility or other tax treatment of
options and shares granted hereunder, (ii) the exemption of recipients of such shares or options
from Section 16(b) of the 1934 Act or (iii) the listing requirements of any securities exchange on
which the Common Stock is then listed for trading.
B. Options to purchase shares of Common Stock may be granted under the Discretionary Option
Grant Program and shares of Common Stock may be issued under the Stock Issuance Program that are in
each instance in excess of the number of shares then available for issuance under the Plan,
provided any excess shares actually issued under those programs shall be held in escrow until there
is obtained stockholder approval of an amendment sufficiently increasing the number of shares of
Common Stock available for issuance under the Plan. If such stockholder approval is not obtained
within twelve (12) months after the date the first such excess issuances are made, then (i) any
unexercised options granted on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Corporation shall promptly refund to the Optionees and the Participants
the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow,
together with interest (at the applicable Short Term Federal Rate) for the period the shares were
held in escrow, and such shares shall thereupon be automatically cancelled and cease to be
outstanding.
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V Use of Proceeds
Any cash proceeds received by the Corporation from the sale of shares of Common Stock under
the Plan shall be used for general corporate purposes.
VI Regulatory Approvals
A. The implementation of the Plan, the granting of any stock option under the Plan and the
issuance of any shares of Common Stock (i) upon the exercise of any granted option or (ii) under
the Stock Issuance Program shall be subject to the Corporations procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.
B. No shares of Common Stock or other assets shall be issued or delivered under the Plan
unless and until there shall have been compliance with all applicable requirements of Federal and
state securities laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq Global Market, if applicable) on which Common
Stock is then listed for trading.
VII No Employment/Service Rights
Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in
Service for any period of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of
the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate
such persons Service at any time for any reason, with or without cause.
VIII Certain Transactions
A. Subject to any required action by the stockholders of the Corporation, in the event that
the Corporation shall be the surviving corporation in any merger or consolidation (except a merger
or consolidation as a result of which the holders of shares of Common Stock receive securities of
another corporation), each Incentive Option, Non-Statutory Option, stock appreciation right and
restricted stock unit outstanding on the date of such merger or consolidation shall pertain to and
apply to the securities which a holder of the number of shares of Common Stock subject to such
Incentive Option, Non-Statutory Option, stock appreciation right or restricted stock unit would
have received in such merger or consolidation.
B. In the event of (i) a dissolution or liquidation of the Corporation, (ii) a sale of all
or substantially all of the Corporations assets, (iii) a merger or consolidation involving the
Corporation in which the Corporation is not the surviving corporation or (iv) a merger or
consolidation involving the Corporation in which the Corporation is the surviving corporation but
the holders of shares of Common Stock receive securities of another corporation and/or other
property, including cash, the Plan Administrator shall, in its sole discretion, have the power to:
(i) cancel, effective immediately prior to the occurrence of such event, each Incentive
Option, Non-Statutory Option, stock appreciation right and restricted stock unit outstanding
immediately prior to such event (whether or not then exercisable), and, in full consideration of
such cancellation, pay to the grantee (A) to whom such Incentive Option, Non-Statutory Option or
stock appreciation right was granted an amount in cash, for each share of Common Stock subject to
such Incentive Option, Non-Statutory Option or stock appreciation right, respectively, equal to the
excess of (x) the value, as determined by the Plan Administrator in its sole discretion, of the
property (including cash) received by the holder of a share of Common Stock as a result of such
event over (y) the exercise price of such Incentive Option, Non-Statutory Option or stock
appreciation right and (B) to whom such restricted stock unit was granted, for each share of Common
Stock subject to such award, the value, as determined by the Plan Administrator
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in its sole discretion, of the property (including cash) received by the holder of a share of
Common Stock as a result of such event;
(ii) (a) provide a period of not less than 30 days prior to the occurrence of such event in
which holders of Incentive Options, Non-Statutory Options and stock appreciation rights can
exercise such awards (whether or not then otherwise exercisable), which exercise may be conditioned
on the occurrence of such event, and cancel such Incentive Options, Non-Statutory Options and stock
appreciation rights, effective as of the occurrence of such event, and (b) cancel, effective
immediately prior to the occurrence of such event, each restricted stock unit outstanding
immediately prior to such event (whether or not then vested), and, in full consideration of such
cancellation, pay to the grantee to whom such restricted stock unit was granted, for each share of
Common Stock subject to such award, the value, as determined by the Plan Administrator in its sole
discretion, of the property (including cash) received by the holder of a share of Common Stock as a
result of such event; or
(iii) provide for the exchange of each Incentive Option, Non-Statutory Option, stock
appreciation right and restricted stock unit outstanding immediately prior to such event (whether
or not then exercisable) for an option on, stock appreciation right and restricted stock unit with
respect to, as appropriate, some or all of the property which a holder of the number of shares of
Common Stock subject to such Incentive Option, Non-Statutory Option, stock appreciation right or
restricted stock unit would have received and, incident thereto, make an equitable adjustment as
determined by the Plan Administrator in its sole discretion in the exercise price of the option or
stock appreciation right, or the number of shares or amount of property subject to the option,
stock appreciation right or restricted stock unit or, if the Plan Administrator so determines in
its sole discretion, provide for a cash payment to the grantee to whom such Incentive Option,
Non-Statutory Option, stock appreciation right or restricted stock unit was granted in partial
consideration for the exchange of the Incentive Option, Non-Statutory Option, stock appreciation
right or restricted stock unit.
C. In the event of any change in the capitalization of the Corporation or a corporate
change other than those specifically referred to in this Section VIII, the Plan Administrator may,
in its sole discretion, make such adjustments in the number and class of shares or other property
subject to Incentive Options, Non-Statutory Options, stock appreciation rights and restricted stock
units outstanding on the date on which such change occurs and in the per-share exercise price of
each such Incentive Option, Non-Statutory Option and stock appreciation right as the Plan
Administrator may consider appropriate to prevent dilution or enlargement of rights. In addition,
if and to the extent the Plan Administrator, in its sole discretion, determines it is appropriate,
the Plan Administrator may elect to cancel each or any Incentive Option, Non-Statutory Option,
stock appreciation right and restricted stock unit outstanding immediately prior to such event
(whether or not then exercisable), and, in full consideration of such cancellation, pay to the
grantee to whom such award was granted an amount in cash, (A) for each share of Common Stock
subject to such Incentive Option, Non-Statutory Option or stock appreciation right, respectively,
equal to the excess of (i) the Fair Market Value of Common Stock on the date of such cancellation
over (ii) the exercise price of such Incentive Option, Non-Statutory Option or stock appreciation
right (B) for each share of Common Stock subject to such restricted stock unit equal to the Fair
Market Value of Common Stock on the date of such cancellation.
D. Except as expressly provided in the Plan, no Participant shall have any rights by reason
of any subdivision or consolidation of shares of stock of any class, the payment of any dividend,
any increase or decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger or consolidation of the Corporation or any other corporation. Except as
expressly provided in the Plan, no issuance by the Corporation of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Common Stock subject to an award or
the exercise price of any Incentive Option, Non-Statutory Option or stock appreciation right.
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APPENDIX
The following definitions shall be in effect under the Plan:
A. Automatic Option Grant Program shall mean the automatic option grant program in
effect under the Plan.
B. Board shall mean the Corporations Board of Directors.
C. Code shall mean the Internal Revenue Code of 1986, as amended.
D. Common Stock shall mean the Corporations common stock.
E. Corporate Transaction shall mean either a stockholder-approved sale, transfer or
other disposition of all or substantially all of the Corporations assets in complete liquidation
or dissolution of the Corporation.
F. Corporation shall mean Globecomm Systems Inc., a Delaware corporation, and its
successors.
G. Discretionary Option Grant Program shall mean the discretionary option grant program
in effect under the Plan.
H. Eligible Director shall mean a non-employee Board member eligible to participate in
the Automatic Option Grant Program in accordance with the eligibility provisions of Article One.
I. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.
J. Exercise Date shall mean the date on which the Corporation shall have received
written notice of the option exercise.
K. Fair Market Value per share of Common Stock on any relevant date shall be the
closing selling price per share of Common Stock on the date in question on the Nasdaq Global Market
or the Stock Exchange determined by the Plan Administrator to be the primary market for the Common
Stock, as such price is officially quoted in the composite tape of transactions on such exchange.
If there is no closing selling price for the Common Stock on the date in question, then the Fair
Market Value shall be the closing selling price on the last preceding date for which such quotation
exists.
L. Incentive Option shall mean an option which satisfies the requirements of Code
Section 422.
M. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty
by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or
Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or
other person in the Service of the Corporation (or any Parent or Subsidiary).
N. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
O. Non-Statutory Option shall mean an option not intended to satisfy the requirements
of Code Section 422.
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P. Optionee shall mean any person to whom an option is granted under the Discretionary
Option Grant or Automatic Option Grant Program.
Q. Parent shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.
R. Participant shall mean any person who is issued shares of Common Stock under the
Stock Issuance Program.
S. Permanent Disability or Permanently Disabled shall mean the inability of the
Optionee or the Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more. However, solely for purposes of the Automatic
Option Grant Program, Permanent Disability or Permanently Disabled shall mean the inability of the
non-employee Board member to perform his or her usual duties as a Board member by reason of any
medically determinable physical or mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more.
T. Plan shall mean the Corporations 2006 Stock Incentive Plan, as set forth in this
document.
U. Plan Administrator shall mean the particular entity, whether the Primary Committee,
the Board or the Secondary Committee, which is authorized to administer the Discretionary Option
Grant, Stock Issuance and Restricted Stock Unit Programs with respect to one or more classes of
eligible persons, to the extent such entity is carrying out its administrative functions under
those programs with respect to the persons under its jurisdiction.
V. Plan Effective Date shall mean September 26, 2006, the date on which the Plan was
adopted by the Board.
W. Primary Committee shall mean the committee of two (2) or more non-employee Board
members appointed by the Board to administer the Discretionary Option Grant, Stock Issuance and
Restricted Stock Unit Programs with respect to Section 16 Insiders.
X. Restricted Stock Unit Program shall mean the restricted stock unit program in effect
under the Plan.
Y. Secondary Committee shall mean a committee of one (1) or more Board members
appointed by the Board to administer the Discretionary Option Grant and Stock Issuance Programs
with respect to eligible persons other than Section 16 Insiders.
Z. Section 16 Insider shall mean an officer or director of the Corporation subject to
the short-swing profit liabilities of Section 16 of the 1934 Act.
AA. Service shall mean the performance of services for the Corporation (or any Parent
or Subsidiary) by a person in the capacity of an Employee, a non-employee member of the board of
directors or a consultant or independent advisor, except to the extent otherwise specifically
provided in the documents evidencing the option grant or stock issuance.
BB. Stock Exchange shall mean either the Nasdaq Global Market, American Stock Exchange
or the New York Stock Exchange.
CC. Stock Issuance Agreement shall mean the agreement entered into by the Corporation
and the Participant at the time of issuance of shares of Common Stock under the Stock Issuance
Program.
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DD. Stock Issuance Program shall mean the stock issuance program in effect under the
Plan.
EE. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
FF. Taxes shall mean the Federal, state and local income and employment tax liabilities
incurred by the holder of Non-Statutory Options or unvested shares of Common Stock in connection
with the exercise of those options or the vesting of those shares.
GG. 10% Stockholder shall mean the owner of stock (as determined under Code Section
424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Corporation (or any Parent or Subsidiary).
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