1998 RESTRICTED STOCK PLAN
1. PURPOSE. The purpose of this Plan is to advance the interests of Forgent Networks and its Affiliates, and increase shareholder value by
providing additional incentives to attract, retain and motivate those qualified and competent employees, non-employee directors and consultants,
upon whose efforts and judgment its success is largely dependent.
2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated:
(A) "AFFILIATE" means any entity other than the Parent that is designated by the Board as a participating employer under the Plan, provided
that the Parent directly or indirectly owns at least 50% of the combined voting power of all classes of stock of such entity or at least 50% of the
ownership interests in such entity.
(B) "AVAILABLE SHARES" shall mean, at each time of reference, the total number of Shares described in Section 3 with respect to which the
Committee may grant an Award, all of which Available Shares shall be held in the Parent's treasury or shall be made available from authorized and
(C) "AWARD" shall mean Restricted Share Award.
(D) "BOARD" shall mean the Board of Directors of the Parent.
(E) "CHANGE IN CONTROL" shall mean the first to occur of (i) a merger, consolidation, statutory share exchange or sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company that requires the
consent or vote of the holders of the Parent's Common Stock, other than a consolidation, merger or share exchange of the Parent in which the
holders of the Parent's Common Stock immediately prior to such transaction continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the Parent or
such surviving entity outstanding immediately after such merge