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2000 Stock Plan

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Exhibit 10.1


AMERICA ONLINE LATIN AMERICA, INC.


2000 STOCK PLAN


1. PURPOSES OF THE PLAN.
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The Plan is intended to encourage ownership of Shares by Key Employees and directors of and certain consultants to the Company and its Affiliates in order to attract such people, to induce them to work for the benefit of the Company or an Affiliate, and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs and Non-Qualified Options.


2. DEFINITIONS.
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Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this America Online Latin America, Inc. 2000 Stock Plan, have the following meanings:


Administrator means the Board of Directors, unless it has delegated power
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to act on its behalf to the Committee, in which case the Administrator
means the Committee; provided, however, that the ultimate authority to make
determinations and to take actions in connection with the Plan shall be
with the Board of Directors.


Affiliate, with respect to ISOs means a corporation which, for purposes
---------
of Section 424 of the Code, is a subsidiary of the Company, direct or
indirect, and with respect to Non-Qualified Options, means any corporation,
company or other entity whose financial results are consolidated with those
of the Company in accordance with U.S. generally accepted accounting
principles, all as determined by the Administrator.


AOL Warrant means the warrant to purchase securities of the Company held
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by America Online, Inc.


Board of Directors or Board means the Board of Directors of the Company.
------------------ -----


Cause shall have the meaning set forth in the Option Agreement with respect
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to the Option.


Change in Control means any of the following transactions to which the
-----------------
Company is a party:


(1) a Corporate Transaction, unless securities representing 50% or more (on
a fully diluted basis, including, without limitation and in accordance with
U.S. generally accepted accounting principles, the conversion of
convertible preferred


stock into Common Stock, the exercise of the AOL Warrant for Common Stock
and the exercise of all outstanding Options) of either the outstanding
shares of Common Stock or the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors
of the Company or the corporation resulting from such Corporate Transaction
(or the parent of such corporation) are held subsequent to such transaction
by the person or persons who were the beneficial holders of such
outstanding Common Stock and outstanding company voting securities
immediately prior to such Corporate Transaction; or


(2) the sale, transfer or other disposition of all or substantially all of
the assets of the Company. For the purposes of this definition, all or
substantially all of the assets of the Company means at least 80% of the
assets of the Company determined with reference to the value thereof on the
most recent balance sheet.


Code means the United States Internal Revenue Code of 1986, as amended.
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Committee means the committee of the Board of Directors to which the Board
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of Directors has delegated power to act under or pursuant to the provisions
of the Plan.


Common Stock means shares of the Company's Class A common stock, US$.01 par
------------
value per share.


Company means America Online Latin America, Inc., a Delaware corporation.
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Corporate Transaction means a merger or consolidation involving the
---------------------
Company.


Disability or Disabled means permanent and total disability as defined in
---------- --------
Section 22(e)(3) of the Code.


Fair Market Value of a Share of Common Stock means:
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(1) If the Common Stock is listed on a securities exchange or traded in the
over-the-counter market and sales prices are regularly reported for the
Common Stock, the reported closing or last price of the Common Stock on the
Composite Tape or other comparable reporting system for the applicable
date, or if the applicable date is not a trading day, the trading day
immediately preceding the applicable date;


(2) If the Common Stock is not traded on a securities exchange but is
traded on the over-the-counter market, if sales prices are not regularly
reported for the Common Stock for the trading day referred to in clause
(1), and if bid and asked prices for the Common Stock are regularly
reported, the mean between the bid and the asked price for the Common Stock
at the close of trading in the over-the-counter market on the applicable
date, or if the applicable date is not a trading day, on the trading day
immediately preceding the applicable date; and


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(3) If the Common Stock is neither listed on a securities exchange nor
traded in the over-the-counter market, an amount determined in good faith
by the Board of Directors (or the Administrator pursuant to authority
delegated by the Board) taking into consideration (a) the Total Equity
Value divided by the number of Shares outstanding (on a fully diluted
basis, including, without limitation and in accordance with U.S. generally
accepted accounting principles, the conversion of convertible preferred
stock into Common Stock, the exercise of the AOL Warrant for Common Stock
and the exercise of all outstanding Options) as of the most recent date
Total Equity Value was determined, and (b) business developments subsequent
to such valuation date.


ISO means an option meant to qualify as an incentive stock option under
---
Section 422 of the Code.


Key Employee means an employee of the Company or of an Affiliate
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(including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by the
Administrator to be eligible to be granted one or more Stock Rights under
the Plan.


Non-Qualified Option means an option which is not intended to qualify as
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an ISO.


Option means an ISO or Non-Qualified Option granted under the Plan.
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Option Agreement means an agreement between the Company and a Participant
----------------
delivered pursuant to the Plan, in such form as the Administrator shall
approve.


Participant means a Key Employee, director or consultant to whom one or
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more Stock Rights are granted under the Plan. As used herein, "Participant"
shall include "Participant's Survivors" where the context requires.


Plan means this America Online Latin America, Inc. 2000 Stock Plan, as it
----
may be amended from time to time.


Registration means the registration of the Common Stock under the
------------
Securities Exchange Act of 1934 for trading, listing or quotation on a
securities exchange or other market.


Shares means shares of Common Stock as to which Stock Rights have been or
------
may be granted under the Plan or any shares of capital stock into which the
Shares are changed or for which they are exchanged within the provisions of
Section 3 of the Plan. The Shares issued under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury, or both.


Stock Grant means a grant by the Company of Shares under the Plan.
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Stock Grant Agreement means an agreement between the Company and a
---------------------
Participant delivered pursuant to the Plan, in such form as the
Administrator shall approve.


Stock Right means a right to Shares of the Company granted pursuant to the
-----------
Plan -- an ISO, a Non-Qualified Option or a Stock Grant.


Survivors means a deceased Participant's legal representatives and/or any
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person or persons who acquired the Participant's rights to an a Stock Right
by will or by the laws of descent and distribution or such similar laws
applicable to the deceased Participant.


Total Equity Value means the aggregate fair value of all of the Common
------------------
Stock as most recently determined pursuant to Section 27 of the Plan (on a
fully diluted basis, including, without limitation and in accordance with
U.S. generally accepted accounting principles, the conversion of
convertible preferred stock into Common Stock, the exercise of the AOL
Warrant for Common Stock and the exercise of all outstanding Options).


3. SHARES SUBJECT TO THE PLAN.
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The number of Shares which may be issued from time to time pursuant to this Plan shall be ____ or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Section 24 of the Plan.


If an Option ceases to be "outstanding", in whole or in part, or if the Company shall reacquire any Shares issued pursuant to a Stock Grant, the Shares which were subject to such Option and any Shares so reacquired by the Company shall be available for the granting of other Stock Rights under the Plan. Any Option shall be treated as "outstanding" until such Option is exercised in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement.


4. ADMINISTRATION OF THE PLAN.
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The Administrator of the Plan will be the Board of Directors, except to the extent the Board delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized, under the control and responsibility of the Board of Directors, to:


a. Interpret the provisions of the Plan or of any Option, Option
Agreement, Stock Grant or Stock Grant Agreement and to make all rules
and determinations which it deems necessary or advisable for the
administration of the Plan;


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b. Determine which employees of the Company or of an Affiliate shall be
designated as Key Employees and which of the Key Employees, directors
and consultants of the Company or of an Affiliate shall be granted
Stock Rights;


c. Determine the number of Shares for which a Stock Right or Stock Rights
shall be granted, provided, however, that in no event shall Stock
Rights with respect to more than 2,000,000 Shares be granted to any
Participant in any fiscal year;


d. Determine the Fair Market Value of a Share of Common Stock if the
Common Stock is neither listed on a securities exchange nor traded in
the over-the-counter market; and


e. Specify the terms and conditions upon which a Stock Right or Stock
Rights may be granted, including imposing conditions on the exercise
or vesting of Options, on a jurisdiction by jurisdiction basis, as may
in the judgment of the Administrator, be necessary or desirable in
order to recognize differences in local law, tax policy or customs;


provided that the issuance of authorized but unissued shares of Common Stock of the Company and the formalities relating thereto shall at all times be effectuated by the Board of Directors, and provided further that all interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs.


Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it and the determination by the Administrator of Fair Market Value shall be final and binding on all persons, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. The Administrator's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Stock Rights under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Option Agreements or Stock Grant Agreements, as to (a) the persons to receive Stock Rights under the Plan, (b) the terms and provisions of Stock Rights under the Plan, and (c) whether a termination of service with the Company and any Affiliate has occurred.


No member of the Board of Directors or the Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any Stock Right.


5. ELIGIBILITY FOR PARTICIPATION.
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The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee, director or consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding any of the foregoing


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provisions, the Administrator may authorize the grant of a Stock Right to a person not then an employee, director or consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Key Employees. Non-Qualified Options and Stock Grants may be granted to any Key Employee, director or consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights.


6. TERMS AND CONDITIONS OF OPTIONS.
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Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. Each Option shall be subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate (including, without limitation, subsequent approval by the stockholders of the Company of this Plan or any amendments thereto).


A. Non-Qualified Options: Each Option intended to be a Non-Qualified Option
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shall be subject to the terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject
to the following minimum standards for any such Non-Qualified Options:


a. Option Price: The option price (per share) of the Shares covered
by each Option shall be determined by the Administrator but shall not
be less than the nominal or par value per share.


b. Each Option Agreement shall state the number of Shares to which it
pertains.


c. Each Option Agreement shall state the date or dates on which it
first is exercisable and the date after which it may no longer be
exercised, and may provide that the Option rights accrue or become
exercisable in installments over a period of months or years, or upon
the occurrence of certain conditions or the attainment of stated goals
or events; and


d. Options may be exercised in accordance with Section 8 of the Plan
and the applicable Option Agreement and subject to the restrictions on
exercise set forth in Sections 12 through 16 of the Plan.


e. Exercise of any Option may be conditioned upon the Participant's
execution of a Share Purchase Agreement in a form satisfactory to the
Administrator providing for certain protections for the Company and
its other stockholders, including requirements that:


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i. Prior to the Registration of shares of the Common Stock and the
termination of any applicable lock-up period agreed to by the
Company and in effect following the Registration (the "Lock-up
Period"), the Participant and the Participant's Survivors shall
not sell or transfer the Shares issued upon exercise of the
Option, other than to the Company or an Affiliate; and


ii. Prior to the Registration of shares of the Common Stock and the
termination of the Lock-up Period, any financial or other
information that the Participant or the Participant's Survivors
receives from the Company in their capacity as shareholders will
be deemed confidential and subject to nondisclosure obligations.


f. Limitation on Grant of Options: No Option shall be granted after
the date provided in Section 31 of the Plan.


g. Directors' Options: In addition to any other grants of Options
which the Administrator may deem appropriate, each director of the
Company who is not an employee of the Company or any Affiliate, upon
first being elected or appointed to the Board of Directors, shall be
granted a Non-Qualified Option to purchase 60,000 Shares; provided,
however, that the Board of Directors shall be entitled to grant an
Option for such higher number of shares as may be appropriate (as
determined by the Board of Directors) for recruitment purposes. Each
Option granted pursuant to this Section 6.A.g shall (i) have an
exercise price equal to the Fair Market Value (per share) of the
Shares on the date of grant of the Option, (ii) have a term of ten
years, and (iii) subject to the provisions of Section 12 of the
Plan, shall become exercisable in full one year from the date of
grant (subject to the securities and other laws of any jurisdiction
which apply to such Option). The Board of Directors may amend this
Section 6.A.g to increase, reduce, eliminate, or institute Option
grants for Board, Committee, or other individual or collective
service under this Plan.


B. ISOs: Each Option intended to be an ISO shall so state and shall be
----
issued only to a Key Employee and be subject to at least the following
terms and conditions, with such additional restrictions or changes as the
Administrator determines are appropriate but not in conflict with Section
422 of the Code and relevant regulations and rulings of the Internal
Revenue Service:


a. Minimum standards: The ISO shall meet the minimum standards
required of Non-Qualified Options, as described in Section 6.A
above, except clauses (a) and (g) thereunder.


b. Option Price: Immediately before the Option is granted, if the
Participant owns, directly or by reason of the applicable
attribution rules in Section 424(d) of the Code:


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i. 10% or less of the total combined voting power of all
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classes of stock of the Company or an Affiliate, the Option
price per share of the Shares covered by each Option shall
not be less than 100% of the Fair Market Value per share of
the Shares on the date of the grant of the Option.


ii. More than 10% of the total combined voting power of all
classes of stock of the Company or an Affiliate, the Option
price per share of the Shares covered by each Option shall
not be less than 110% of the Fair Market Value on the date
of grant.


c. Term of Option: For Participants who own


i. 10% or less of the total combined voting power of all
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classes of stock of the Company or an Affiliate, each Option
shall terminate not more than 10 years from the date of the
grant or at such earlier time as the Option Agreement may
provide.


ii. More than 10% of the total combined voting power of all
classes of stock of the Company or an Affiliate, each Option
shall terminate not more than five years from the date of
the grant or at such earlier time as the Option Agreement
may provide.


d. Limitation on Yearly Exercise: The Option Agreements shall
restrict the amount of Options which may be exercisable in any
calendar year (under this or any other ISO plan of the Company or an
Affiliate) so that the aggregate Fair Market Value (determined at the
time each ISO is granted) of the stock with respect to which ISOs are
exercisable for the first time by the Participant in any calendar year
does not exceed $100,000, provided that this subsection (d) shall have
no force or effect if its
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