Exhibit 10.9
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of {Agreement Date}, is made by and between Global
Crossing Limited (formerly known as GC Acquisition Ltd.), hereinafter referred
to as the "Company", and {Employee First Name} {Employee Last Name}, an employee
of the Company or a Subsidiary of the Company, hereinafter referred to as
"Optionee".
ARTICLE I
INCORPORATION OF THE PLAN BY REFERENCE; DEFINITIONS
The terms of the 2003 Global Crossing Limited Stock Incentive Plan, as amended
from time to time (the "Plan"), are hereby incorporated by reference. Except as
otherwise defined in this Agreement, capitalized terms used herein shall have
the meanings assigned in the Plan. In the event of any conflict between this
Agreement and the Plan, the terms of the Plan shall control. The masculine
pronoun shall include the feminine and neuter, and the singular the plural,
where the context so indicates.
Section 1.1 - Common Stock
"Common Stock" shall mean the Company's Common Shares, par value of $.01
per share.
Section 1.2 - Grant Date
"Grant Date" shall mean the date on which the Options provided for in this
Agreement were granted, {Grant Date}.
Section 1.3 - Vesting Start Date
"Vesting Start Date" shall mean {Vesting Date}.
Section 1.4 - Options
"Options" shall mean the non-qualified options to purchase Common Stock
granted under this Agreement totaling {Number of Options} shares.
Section 1.5 - Exercise Price
The exercise price of the shares of stock covered by the Options granted
hereunder shall be ${Exercise Price} per share.
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ARTICLE II
GRANT OF OPTIONS
Section 2.1 - Grant of Options
The Company grants to the Optionee Options representing the right to
acquire shares of Common Stock.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1 - Options
(a) Subject to Sections 3.2 and 3.3, the Options will become exercisable
with respect to one-third of the shares subject thereto on the first anniversary
of the Vesting Start Date.
(b) Subject to Sections 3.2 and 3.3, the Options will become exercisable
with respect to an additional one-third of the shares subject thereto on the
second anniversary of the Vesting Start Date.
(c) Subject to Sections 3.2 and 3.3, the Options will become exercisable
with respect to the remaining one-third of the shares subject thereto on the
third anniversary of the Vesting Start Date.
(d) Subject to Sections 3.2 and 3.3, all outstanding Options shall
immediately become exercisable in the event of a Change in Control.
Section 3.2 - Expiration of Options
The Options may not be exercised to any extent by the Optionee after the
first to occur of the following events:
(a) The tenth anniversary of the Grant Date; or
(b) 180 days after the date of the Optionee's termination of employment,
consultation or Board membership due to death or Disability; or
(c) Ninety (90) days after the date of the Optionee's resignation or the
termination of the Optionee's employment, consultation or Board membership by
the Company without Cause; or
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(d) Immediately upon of the Optionee's termination of employment,
consultation or Board membership by the Company with Cause; or
(e) If the Committee so determines pursuant to Section 9 of the Plan, on
the effective date of either the merger or consolidation of the Company into
another Person, a Change in Control, or the recapitalization, reclassification,
liquidation or dissolution of the Company; provided that at least thirty (30)
days prior to the effective date of such merger, consolidation, exchange,
acquisition, recapitalization, reclassification, liquidation or dissolution, the
Committee shall give the Optionee notice of such event and an opportunity to
exercise the Option, if the Option has then neither been fully exercised nor
become unexercisable under this Section 3.2.
Section 3.3 - Effect of Termination of Employment, Consultation or Board
Membership
All unexercisable Options granted hereunder shall terminate upon the
Optionee's termination of employment, consultation or Board membership for any
reason.
Section 3.4 - No Right to Employment, Consultation or Board Membership
Nothing in this Agreement or in the Plan shall confer upon the Optionee any
right to continued employment, consultation or Board membership for the Company
or any Subsidiary or shall interfere with or restrict in any way the rights of
the Company and its Subsidiaries, which are hereby expressly reserved, to
terminate any such affiliation of the Optionee at any time for any reason
whatsoever.
Section 3.5 - No Entitlement
The award of the Options does not entitle the Optionee to any future award
of options. Any benefits granted under this Agreement and the Plan are not part
of the Optionee's ordinary salary, and shall not be considered as part of such
salary in calculating any overtime or in determining any severance or redundancy
payment.
ARTICLE IV
EXERCISE OF OPTIONS
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only he or she may exercise an Option
or any portion thereof. After the death of the Optionee, any exercisable portion
of an Option may, prior to the time when the Option becomes unexercisable under
Section 3.2, be exercised by the executor or administrator of the Optionee's
estate or by any person or persons empowered to do so under the Optionee's will
or under the then applicable laws of descent and distribution.
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Section 4.2 - Partial Exercise and Periods of Unexercisability
Any exercisable portion of an Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.2;
provided, however, that any partial exercise shall be for whole shares of Common
Stock only.
Section 4.3 - Manner of Exercise
An Option, or any exercisable portion thereof, may be exercised solely by
delivering to the Secretary or his designee all of the following prior to the
time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then
entitled to exercise the Option or portion thereof, stating that the Option or
portion thereof is thereby exercised, such notice complying with all applicable
rules established by the Committee;
(b) Full payment for the shares with respect to which such Option or
portion thereof is exercised at the election of the Optionee (i) in cash or (ii)
with the consent of the Committee and subject to satisfaction of such
requirements as may be imposed by the Committee in its sole discretion, through
the delivery of irrevocable instructions to a broker to deliver promptly to the
Company an amount equal to the aggregate option price for the shares being
purchased;
(c) If there is no effective registration statement under the Securities
Act of 1933 with respect to the Option and shares issuable upon exercise of the
Option, a bona fide written representation and agreement, in a form satisfactory
to the Committee, signed by the Optionee or other person then entitled to
exercise such Option or portion thereof, stating that the shares of stock are
being acquired for his or her own account, for investment and without any
present intention of distributing or reselling said shares or any of them except
as may be permitted under the Securities Act of 1933, as amended (the "Act"),
and then applicable rules and regulations thereunder, and that the Optionee or
other person then entitled to exercise such Option or portion thereof will
indemnify the Company against and hold it free and harmless from any loss,
damage, expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the representation and
agreement referred to above; provided, however, that the Committee may, in its
absolute discretion, take whatever additional actions it deems reasonably
necessary to ensure the observance and performance of such representation and
agreement and to effect compliance with the Act and any other federal or state
securities laws or regulations;
(d) Full payment to the Company of all amounts which, under federal, state
or local law, it is required to withhold upon exercise of the Option; and
(e) In the event the Option or portion thereof shall be exercised pursuant
to
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Section 4.1 by any person or persons other than the Optionee, appropriate proof
of the right of such person or persons to exercise the option.
If there is no effective registration statement under the Act respect to the
Option and shares issuable upon exercise of the Option, without limiting the
generality of the foregoing, the Committee may require an opinion of counsel
acceptable to it to the effect that any subsequent transfer of shares acquired
on exercise of an Option does not violate the Act, and may issue stop-transfer
orders covering such shares. Share certificates evidencing stock issued on such
an exercise of this Option shall bear an appropriate legend referring to the
provisions of subsection (c) above and the agreements herein. The written
representation and agreement referred to in subsection (c) above shall, however,
not be required if the shares to be issued pursuant to such exercise have been
registered under the Act, and such registration is then effective in respect of
such shares.
Section 4.4 - Rights as Shareholder
The holder of an Option shall not be, nor have any of the rights or
privileges of, a shareholder of the Company in respect of any shares purchasable
upon the exercise of the Option or any portion thereof unless and until such
shares shall have been issued by the Company to such holder.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first written above.
GLOBAL CROSSING LIMITED,
a Bermuda corporation
Name:
Title:
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