Thinairapps, LLC 1999 Incentive Option Plan

EXHIBIT 10.1


THINAIRAPPS, LLC


1999 INCENTIVE OPTION PLAN
(amended and restated as of June 8, 2000)


1. Purpose. The purpose of this plan is to advance the interests of
------- ThinAirApps, LLC (the "Company") and its Subsidiaries (as defined below) by providing an opportunity to selected key employees and other persons providing service, directly or indirectly, to the Company to purchase Class A Nonvoting Units of the Company through the exercise of options granted pursuant to this Plan. By encouraging such ownership, the Company seeks to align the long-term interests of the Company with those of such key employees and Service Providers and also seeks to attract, retain, motivate and reward individuals of superior ability, training and experience.


2. Definitions.
-----------


(A) Board means the Board of Managers of the Company.
-----


(B) Class A Nonvoting Units means the Class A Nonvoting Units authorized
----------------------- to be issued pursuant to the Company's Operating Agreement dated as of July 27, 1999, as amended from time to time. (C) Class A Voting Units means the Class A Voting Units authorized to be issued pursuant to the Company's Operating Agreement dated as of July 27, 1999, as amended from time to time.


(D) Code means the Internal Revenue Code of 1986 and regulations
---- thereunder, as amended from time to time.


(E) Committee means the committee which may be appointed by the Board to
--------- administer the Plan in accordance with Section 5 hereof.


(F) Company means ThinAirApps, LLC, a New York Limited Liability
------- Company.


(G) Employee means an employee of the Company or its Subsidiaries within
-------- the meaning of Code Section 3401 (c); "Key Employee" means an Employee who is determined by the Committee to be providing valuable services to the Company or its Subsidiaries on a part-time or full-time basis.


(H) Member means a person owning Units in accordance with the Company's
------ Operating Agreement dated as of July 27, 1999, as amended from time to time.


(I) Option means an option to acquire Class A Nonvoting Units, the
------ federal income tax treatment of which is determined generally under Code Section 83.


(J) Optionee means a person to whom an Option has been granted which
-------- Option has not lapsed, expired or otherwise terminated.


(K) Plan means this ThinAirApps, LLC 1999 Incentive Option Plan as set
---- forth herein, and as amended from time to time.


(L) Service Provider mean a person who is determined by the Committee to
---------------- be providing or to have provided valuable services to the Company and its Subsidiaries; for all purposes of this Plan, Service Providers shall include select employees and consultants of CTNY, LLC and its subsidiaries as determined by the Committee.


(M) Subsidiaries means such entities as the Company may own or acquire
------------ as selected by the Board for participation in the Plan.


(N) Unit means a membership interest in the Company pursuant to the
---- Company's Operating Agreement dated as of July 27, 1999, as amended from time to time.


3. Effective Date. This Plan was approved and adopted by the Board on
-------------- August 3, 1999, effective as of August 3, 1999.


4. Units Subject to Plan. The maximum aggregate number of Class A
--------------------- Nonvoting Units that may be made subject to Options granted hereunder is 2,000,000 Units, which number shall be adjusted in accordance with Section 8 hereof in the event of any change in the Company's capital structure. Any Units subject to an Option that for any reason expire or terminate unexercised as to such Units may again be the subject of an Option under the Plan.


5. Administration. The Plan shall be administered by a Committee appointed
-------------- by the Board of Managers. The Board shall have the discretion to remove and appoint members of the Committee from time to time. The Committee, shall have full power and discretion, subject to the express provisions of the Plan:


(A) to determine the Key Employees and other Service Providers to whom Options are to be granted, the date or dates on which Options are to be granted, the number of Units to be made subject to each Option, the exercise price per Unit under each Option, and the maximum term of each Option; for purposes of this Plan, Service Providers shall include employees and consultants of CTNY, LLC and its subsidiaries, who shall be deemed to be providing services indirectly to the Company.


(B) to interpret and construe the Plan and to prescribe, amend and rescind rules and regulations for its administration;


(C) to determine the terms and provisions of each Option agreement, which need not be identical, evidencing an Option;


(D) to establish the vesting schedule specifying the time or times at which all or any part of an Option may be exercised and to accelerate such vesting schedule at such time or upon such events as the Committee shall determine; and


(E) to make all other determinations the Committee deems necessary or advisable for administering the Plan.


Any question of interpretation or application of the terms of an Option or the Plan shall be determined by the Committee and the determination of the Committee shall be final and binding for all purposes upon the Optionee and upon any person claiming by, through or under the Optionee. All authority, power and discretion which may be exercised by the Committee with respect to the Plan and the Options may also be exercised at any time by the Board.


6. Eligibility. Options may be granted to such Key Employees and other
----------- Service Providers as the Committee selects.


...