2003 GLOBAL CROSSING LIMITED
STOCK INCENTIVE PLAN, AS AMENDED
The purpose of the Plan is to aid the Company and its Subsidiaries in recruiting and retaining key individuals of
outstanding ability and to motivate such individuals to exert their best efforts on behalf of the Company and its Subsidiaries by
providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which
such key individuals will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
1. Purpose of the Plan
(a) Affiliate : With respect to any Person, any entity (i) that directly or indirectly controls, is controlled by or is under common
control with such Person or (ii) in which such Person has a significant equity interest, in either case as determined by the
(b) Award : An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan.
(c) Board : The Board of Directors of the Company.
(d) Capital Stock : (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a
partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other
interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
property of, the issuing Person.
(e) Cause : The Company or a Subsidiary having “cause” to terminate a Participant’s employment or service, as determined in
accordance with the provisions of any existing employment, consulting or any other agreement between the Participant
and the Company or a Subsidiary or, in the absence