EXHIBIT 10.49
Published on July 8, 1997
AMENDMENT NUMBER 6 TO THE
REVISED QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
OF
GENERAL COMMUNICATION, INC.
THIS AMENDMENT is made this _____ day of ________________, 1997, by General
Communication, Inc., a corporation having its principal place of business in
Anchorage, Alaska (the "Company").
RECITALS
A. The Company entered into and executed the Revised Qualified Employee
Stock Purchase Plan of General Communication, Inc. effective January 1, 1989,
and has previously amended such plan (the "Plan").
B. Section 11.6 of the Plan provides in part as follows:
"At any time the Company may amend this Plan and Trust by action of
its Board of Directors . . . ."
C. The Company now desires to amend the Plan.
AMENDMENT
NOW THEREFORE, the Company does amend the Plan as follows:
1. SECTION 10.1(d) OF THE PLAN HEREBY IS AMENDED BY THE ADDITION OF A NEW
PARAGRAPH (IX) WHICH WILL READ IN ITS ENTIRETY AS FOLLOWS:
10.1(d)(ix) SPECIAL 1997 PARTICIPANT ELECTION REGARDING QUALIFYING
EMPLOYER SECURITIES: Effective from January 27, 1997, until August
31, 1997, and only in connection with the public offering of common
stock of General Communications, Inc. that occurs during 1997 (the
"1997 Public Offering"), each Participant will be permitted to make a
one-time election to sell up to 50% of the Qualifying Employer
Securities held in such Participant's Account (including but not
limited to the Participant's elective deferral account and Company
contributions account). The election to sell such Qualifying Employer
Securities shall be made pursuant to procedures promulgated by the
Committee, which will be applied in a uniform and nondiscriminatory
manner. The sale price for such Qualifying Employer Securities will
be that price at which such common stock is offered to the general
public during the 1997 Public Offering. The
proceeds from the sale of such Qualifying Employer Securities thereafter
may be invested as directed by such Participant pursuant to the provisions
of this Section 10.1, disregarding Section 10.1(d)(ii) to the extent
applicable to the Participant's special one-time election. Participant
Accounts which remain invested in Qualifying Employer Securities after the
1997 Public Offering and any new investments in Qualifying Employer
Securities (other than those described in the following sentence) will
remain subject to the restriction on such investments provided in Section
10.1(d)(vi). Notwithstanding the foregoing and restrictions provided in
Section 10.1(d)(vi), the proceeds of any sale of Qualifying Employer
Securities pursuant to this subjection (ix) may be reinvested in Qualifying
Employer Securities, and such restrictions will not apply to any such
reinvestment or successive investment of such proceeds in Qualifying
Employer Securities.
2. SECTION 10.1(d)(i) OF THE PLAN HEREBY IS DELETED IN ITS ENTIRETY AND
REPLACED BY THE ADDITION OF A NEW PARAGRAPH AS FOLLOWS:
10.1(d)(i) GENERAL RULES. Effective January 1, 1995, or such later date
as determined by the Plan Committee, in accordance with rules established
by the Plan Committee, each Participant shall have the right to designate
the investment of his Account attributable to salary reduction
contributions, voluntary contributions and rollover contributions and
transfers made to the Plan after such date, as provided below.
3. Any inconsistent provisions of the Plan shall be read consistent with
this Amendment.
4. Except as amended above, the Company hereby affirms and readopts each
and every other provision of the plan and trust.
5. Except as otherwise provided above, the effective date of this
Amendment shall be May 1, 1997.
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IN WITNESS WHEREOF, General Communication, Inc. has executed this Amendment
by its duly authorized officers as of the _____ day of _________________, 1997.
GENERAL COMMUNICATION, INC.
ATTEST: By:________________________________
President
By:_____________________________
Secretary
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