1998 Long-term Incentive Plan

EXHIBIT 10.1


HEADHUNTER.NET, INC.


1998 LONG-TERM INCENTIVE PLAN


(AS AMENDED THROUGH APRIL 29, 1999) 2


TABLE OF CONTENTS


PAGE
---- 1. PURPOSE............................................................. 2. EFFECTIVE DATE...................................................... 3. DEFINITIONS......................................................... 4. ADMINISTRATION......................................................
4.1. Committee...................................................
4.2. Action By The Committee.....................................
4.3. Authority Of Committee......................................
4.4. Decisions Binding........................................... 5. SHARES SUBJECT TO THE PLAN..........................................
5.1. Number Of Shares............................................
5.2. Lapsed Awards...............................................
5.3. Stock Distributed...........................................
5.4. Limitation On Number Of Shares Subject To Awards............ 6. ELIGIBILITY......................................................... 7. STOCK OPTIONS.......................................................
7.1. General.....................................................
7.2. Incentive Stock Options..................................... 8. STOCK APPRECIATION RIGHTS........................................... 9. PERFORMANCE SHARES..................................................
9.1. Grant Of Performance Shares.................................
9.2. Right To Payment............................................
9.3. Other Terms................................................. 10. RESTRICTED STOCK AWARDS.............................................
10.1. Grant Of Restricted Stock...................................
10.2. Issuance And Restrictions...................................
10.3. Forfeiture..................................................
10.4. Certificates For Restricted Stock........................... 11. DIVIDEND EQUIVALENTS................................................ 12. OTHER STOCK-BASED AWARDS............................................ 13. PROVISIONS APPLICABLE TO AWARDS.....................................
13.1. Stand-Alone, Tandem, And Substitute Awards..................
13.2. Exchange Provisions.........................................
13.3. Term Of Award...............................................
13.4. Form Of Payment For Awards..................................
13.5. Limits On Transfer..........................................
13.6. Beneficiaries...............................................
13.7. Stock Certificates..........................................
13.8. Acceleration Upon Death Or Disability.......................
13.9. Acceleration Upon A Change In Control.......................
Acceleration Upon Certain Events Not Constituting A Change
13.10. In Control..................................................
13.11. Acceleration For Any Other Reason...........................
13.12. Effect Of Acceleration......................................
13.13. Performance Goals...........................................
13.14. Termination Of Employment...................................
13.15. Repurchase.................................................. 14. CHANGES IN CAPITAL STRUCTURE........................................ 15. AMENDMENT, MODIFICATION AND TERMINATION.............................
15.1. Amendment, Modification And Termination.....................
15.2. Awards Previously Granted...................................


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PAGE
---- 16. GENERAL PROVISIONS..................................................
16.1. No Rights To Awards.........................................
16.2. No Shareholder Rights.......................................
16.3. Withholding.................................................
16.4. No Right To Continued Service...............................
16.5. Unfunded Status Of Awards...................................
16.6. Indemnification.............................................
16.7. Relationship To Other Benefits..............................
16.8. Expenses....................................................
16.9. Titles And Headings.........................................
16.10. Gender And Number...........................................
16.11. Fractional Shares...........................................
16.12. Government And Other Regulations............................
16.13. Governing Law...............................................
16.14. Additional Provisions.......................................
16.15. Code Section 162(M).........................................


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HEADHUNTER.NET, INC.


1998 LONG-TERM INCENTIVE PLAN
(AS AMENDED THROUGH APRIL 29, 1999)


1. PURPOSE


The purpose of the HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the value, of HeadHunter.NET, Inc. (the "Corporation"), by linking the personal interests of its employees, officers and directors to those of Corporation shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of persons upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees and officers. From and after the date, if any, upon which the Company's common stock shall be traded on a national securities exchange or on the Nasdaq National Market, non-employee directors and consultants of the Company will also be eligible to receive Awards under the Plan.


2. EFFECTIVE DATE


The Plan shall be effective as of the date upon which it shall be approved by the Board. However, the Plan shall be submitted to the shareholders of the Company for approval within 12 months of the Board's approval thereof. No Incentive Stock Options granted under the Plan may be exercised prior to approval of the Plan by the shareholders and if the shareholders fail to approve the Plan within 12 months of the Board's approval thereof, any Incentive Stock Options previously granted hereunder shall be automatically converted to Non-Qualified Stock Options without any further act. In the discretion of the Committee, Awards may be made to Covered Employees which are intended to constitute qualified performance-based compensation under Code Section 162(m). Any such Awards shall be contingent upon the shareholders having approved the Plan.


3. DEFINITIONS


When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:


(a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Share Award, Dividend Equivalent Award, or Other
Stock-Based Award, or any other right or interest relating to Stock or
cash, granted to a Participant under the Plan.


(b) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.


(c) "Board" means the Board of Directors of the Company.


(d) "Change in Control" means and includes each of the following:


(1) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of 25% or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection
(1), the following acquisitions shall not constitute a Change of
Control: (i) any acquisition by a Person who is on the Effective Date
the beneficial owner of 25% or more of the Outstanding Company Voting
Securities, (ii) any acquisition directly from the Company, including
without limitation a public offering of securities, (iii) any
acquisition by the Company,


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(iv) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by
the Company, or (v) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of
subsection (3) of this definition; or


(2) Individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination
for election by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or


(3) Consummation of a reorganization, merger or consolidation to
which the Company is a party or a sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Company
Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the Company resulting from
such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one
or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Voting Securities, and (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 25% or more of the combined voting power of the then
outstanding voting securities of the Company resulting from such
Business Combination except to the extent that such ownership existed
prior to the Business Combination, and (iii) at least a majority of the
members of the board of directors of the Company resulting from such
Business Combination were members of the Incumbent Board (including
persons deemed to be members of the Incumbent Board by reason of the
proviso to subsection (2) of this definition at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination.


(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.


(f) "Committee" means the committee of the Board described in Section
4.


(g) "Corporation" means HeadHunter.NET, Inc., a Georgia corporation.


(h) "Covered Employee" means a covered employee as defined in Code
Section 162(m)(3), provided that no employee shall be a Covered Employee
until the deduction limitations of Section 162(m) are applicable to the
Company and any reliance period under Section 162(m) has expired, as
described in Section 16.15.


(i) "Disability" shall mean any illness or other physical or mental
condition of a Participant that renders the Participant incapable of
performing his customary and usual duties for the Company, or any medically
determinable illness or other physical or mental condition resulting from a
bodily injury, disease or mental disorder which, in the judgment of the
Committee, is permanent and continuous in nature. The Committee may require
such medical or other evidence as it deems necessary to judge the nature
and permanency of the Participant's condition.


(j) "Dividend Equivalent" means a right granted to a Participant under
Section 11.


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(k) "Effective Date" has the meaning assigned such term in Section 2.


(l) "Fair Market Value," on any date, means (i) if the Stock is not
listed on a securities exchange or traded over the Nasdaq National Market
or otherwise publicly quoted or traded, Fair Market Value will be
determined by such method as the Committee determines in good faith to be
reasonable; (ii) if the Stock is listed on a securities exchange or is
traded over the Nasdaq National Market, the closing sales price on such
exchange or the last reported sale price over such system on such date or,
in the absence of reported sales on such date, the closing sales price or
last sale price, as applicable on the immediately preceding date on which
sales were reported; or (iii) if the Stock is not listed on a securities
exchange or traded over the Nasdaq National Market, the mean between the
bid and offered prices as quoted by Nasdaq or, if not quoted on Nasdaq,
other recognized quotations service selected by the Committee in good faith
for such date, provided that if it is determined that the fair market value
is not properly reflected by such Nasdaq quotations, Fair Market Value will
be determined by such other method as the Committee determines in good
faith to be reasonable.


(m) "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision
thereto.


(n) "Non-Qualified Stock Option" means an Option that is not an
Incentive Stock Option.


(o) "Option" means a right granted to a Participant under Section 7 of
the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.


(p) "Other Stock-Based Award" means a right, granted to a Participant
under Section 12, that relates to or is valued by reference to Stock or
other Awards relating to Stock.


(q) "Parent" means a corporation which owns or beneficially owns a
majority of the outstanding voting stock or voting power of the Company.
For Incentive Stock Options, the term shall have the same meaning as set
forth in Code Section 424(e).


(r) "Participant" means an eligible person who has been granted an
Award under the Plan.


(s) "Performance Share" means a right granted to a Participant under
Section 9, to receive cash, Stock, or other Awards, the payment of which is
contingent upon achieving certain performance goals established by the
Committee.


(t) "Plan" means the HeadHunter.NET, Inc. 1998 Long-Term Incentive
Plan, as amended from time to time.


(u) "Restricted Stock Award" means Stock granted to a Participant 4
under Section 10 that is subject to certain restrictions and to risk of
forfeiture.


(v) "Retirement" means a Participant's termination of employment with
the Company, Parent or Subsidiary after attaining any normal or early
retirement age specified in any pension, profit sharing or other retirement
program sponsored by the Company, or, in the event of the inapplicability
thereof with respect to the person in question, as determined by the
Committee in its judgment.


(w) "Stock" means the $.01 par value Common Stock of the Company and
such other securities of the Company as may be substituted for Stock
pursuant to Section 14.


(x) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Section 8 to receive a payment equal to the difference
between the Fair Market Value of a share of Stock as of the date of
exercise of the SAR over the grant price of the SAR, all as determined
pursuant to Section 8.


(y) "Subsidiary" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting
stock or voting power is beneficially owned directly or indirectly by the
Company. For Incentive Stock Options, the term shall have the meaning set
forth in Code Section 424(f).


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(z) "1933 Act" means the Securities Act of 1933, as amended from time
to time.


(aa) "1934 Act" means the Securities Exchange Act of 1934, as amended
from time to time.


4. ADMINISTRATION


4.1. COMMITTEE


The Plan shall be administered by a committee (the "Committee") appointed by the Board (which Committee shall consist of two or more directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that the directors appointed to serve on the Committee shall be "non-employee directors" (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and "outside directors" (within the meaning of Code Section 162(m) and the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for relief from the limitation under Code Section 162(m) and such relief is sought by the Company, Code Section 162(m), respectively, are applicable. However, the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. During any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall inc ...